BIOETHICS, LTD.
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Condensed Statements of Cash Flows
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(Unaudited)
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| For the Three Months Ended
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| March 31,
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| | 2024
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| 2023
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
| $ (39,653)
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| $ (23,636)
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Adjustments to reconcile net loss to net cash
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used by operating activities:
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Changes in operating assets and liabilities:
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| Accounts payable
| 19,825
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| 7,482
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| Accounts payable - related party
| 1,500
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| 1,500
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| Accrued interest - related parties
| 7,261
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| 6,481
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| Accrued interest
| 5,172
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| 5,128
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| Net Cash Used by Operating Activities
| (5,895)
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| (3,045)
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CASH FLOWS FROM INVESTING ACTIVITIES
| -
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| -
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CASH FLOWS FROM FINANCING ACTIVITIES
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| Proceeds from notes payable - related parties
| 5,850
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| 3,000
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| Net Cash Provided by Financing Activities
| 5,850
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| 3,000
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DECREASE IN CASH AND CASH EQUIVALENTS
| (45)
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| (45)
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CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD
| 138
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| 295
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD
| $ 93
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| $ 250
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SUPPLEMENTAL DISCLOSURES:
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| Cash paid for interest
| $ -
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| $ -
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| Cash paid for income taxes
| $ -
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| $ -
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The accompanying notes are an integral part of these unaudited condensed financial statements.
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7
BIOETHICS, LTD.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2024 and 2023
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Bioethics, Ltd. (“the Company”) was organized under the laws of the State of Nevada on July 26, 1990. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of and at the complete discretion of the Company’s officers and directors. The Company has not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
The accompanying financial statements are condensed and have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the three months ended March 31, 2024 and 2023 have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2023 audited financial statements. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year.
NOTE 2 - RELATED PARTY TRANSACTIONS
Management Compensation - During the three months ended March 31, 2024 and 2023, the Company did not pay any compensation to its officers and directors.
Beginning August 2017, the Company entered into an oral agreement to pay the Company’s President $500 per month as payment for use of his personal residence as the Company’s office and mailing address. The Company has recorded rent expense of $1,500 during each of the three months ended March 31, 2024 and 2023, which is included in the general and administrative expenses on the statements of operations, of which $16,000 and $14,500 remains payable at March 31, 2024 and December 31, 2023, respectively.
On March 8, 2018, the Company entered into a promissory note with a newly-affiliated party in the amount of $43,250. The note is payable on demand and carries interest at 10% per annum. Interest expense for the three months ended March 31, 2024 and 2023 was $1,075 and $1,066, respectively, resulting in accrued interest of $26,231 and $25,156 at March 31, 2024 and December 31, 2023, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $43,250.
On December 12, 2017, the Company entered into a promissory note with its President in the amount of $107,000. On various dates from the origin of the note through December 31, 2023, the officer advanced the Company an additional $118,170, and the Company made payments of $20,686, resulting in the total note principal balance of $204,484 at December 31, 2023. During the three months ended March 31, 2024 and 2023, the Company received an additional $5,850 and $3,000, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $210,334 at March 31, 2024. The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum. Interest expense on the note for the three months ended March 31, 2024 and 2023 was $6,186 and $5,414, respectively, of which the Company repaid $-0- during the three months ended March 31, 2024, resulting in accrued interest totaling $79,436 and $73,250 at March 31, 2024 and December 31, 2023, respectively.
NOTE 3 - NOTES PAYABLE
On June 14, 2016, the Company issued a promissory note in the principal amount of $35,000 to an unaffiliated lender. The Note is due on demand at any time after its original maturity date of June 14, 2017, and carries an interest rate of 8% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $696 and $690, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $21,838 and $21,142, respectively. Principal balance due on the note at March 31, 2024 and December 31, 2023 was $35,000.
8
BIOETHICS, LTD.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2024 and 2023
On August 15, 2018, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note was due on November 15, 2018, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $6,006 and $5,707, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.
On November 15, 2018, the Company issued a promissory note in the principal amount of $20,000 to an unaffiliated lender. The Note was due on February 15, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $597 and $592, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $12,012 and $11,415, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $20,000.
On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note was due on December 31, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $895 and $888, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $18,017 and $17,122, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $30,000.
On January 23, 2019, the Company issued a promissory note in the principal amount of $50,000 to an unaffiliated lender. The Note was due on January 23, 2020, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $1,492 and $1,479, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $30,029 and $28,537, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $50,000.
On May 1, 2020, the Company issued a promissory note in the principal amount of $5,000 to an unaffiliated lender. The Note was due on May 1, 2021 and is now due on demand and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $149 and $148, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $2,340 and $2,191, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $5,000.
On April 18, 2022, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on April 18, 2023 and carries an interest rate of 8% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $199 and $197, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $1,532 and $1,363, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.
NOTE 4 – CONVERTIBLE NOTES PAYABLE
On December 18, 2019, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.00 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $4,000, which was amortized over the life of the promissory note. At March 31, 2024 and December 31, 2023, the unamortized debt discount was $-0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the three months ended March 31, 2024 and March 31, 2023. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $3,529 and $3,231, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.
On June 9, 2020, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.50 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $6,200, which was amortized over the life of the promissory note. At March 31, 2024 and December 31, 2023, the unamortized
9
BIOETHICS, LTD.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2024 and 2023
debt discount was $- 0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the three months ended March 31, 2024 and 2023, respectively. Interest expense for the three months ended March 31, 2024 and 2023 totaled $249 and $247, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $3,810 and $3,562, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.
On August 3, 2020, the Company issued a convertible promissory note in the original principal amount of $15,000 to a lender. The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $7.00 per share. The Company did not recognize a beneficial conversion feature or debt discount as the conversion price was higher than the market price at the time of issuance of the note. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $4,392 and $4,093. Principal balance on the note at March 31, 2024 and December 31, 2023 was $15,000.
NOTE 5 – EQUITY TRANSACTIONS
The Company is authorized to issue 250,000,000 shares of common stock. There were no equity transactions during the three months ended March 31, 2024 or 2023, resulting in 1,135,194 shares of common stock issued and outstanding at March 31, 2024 and December 31, 2023.
NOTE 6 - GOING CONCERN
The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception totaling $1,317,532 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 7 - LOSS PER SHARE
The computation of basic loss per share is based on the weighted average number of shares outstanding during each period.
The following data show the amounts used in computing loss per share for the three months ended:
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| March 31, 2024
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| March 31,
2023
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Net loss (numerator)
| $
| (39,653)
| $
| (23,636)
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Weighted average shares outstanding (denominator)
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| 1,135,194
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| 1,135,194
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Basic and fully diluted net loss per share amount
| $
| (0.03)
| $
| (0.02)
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The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart. For the three months ended March 31, 2024 and 2023, the inclusion of these shares on the statements of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive, and as such they are excluded.
10
BIOETHICS, LTD.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2024 and 2023
The following data show the fully diluted shares for the three months ended March 31, 2024 and 2023:
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| March 31,
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| 2024
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| 2023
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Basic weighted average shares outstanding
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| 1,135,194
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| 1,135,194
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Convertible debt
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| 15,061
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| 14,694
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Total
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| 1,150,255
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| 1,149,888
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NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events requiring disclosure.
11
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.)
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. The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets,” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.
General
The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.
The Report of Independent Registered Public Accounting Firm on the Company’s December 31, 2023 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 March 31, 2024, the Company had a working capital deficit of $815,918 and an accumulated deficit since inception of $1,317,532. The Company incurred net losses of $39,653 and $23,636 for the three months ended March 31, 2024 and 2023, respectively. The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.
The three months ended March 31, 2024 compared to March 31, 2023
The Company did not conduct any operations during the three months ended March 31, 2024 and 2023. At March 31, 2024, the Company had cash and total current assets in the amount of $93, compared to $138 at December 31, 2023. At March 31, 2024, the Company had total current liabilities of $816,011, compared to $776,403 at December 31, 2023. The Company had a working capital deficit of $815,918 at March 31, 2024 compared to $776,265 at December 31, 2023.
The Company did not generate revenues during the three months ended March 31, 2024 or 2022. The Company incurred general and administrative expenses of $27,221 during the three months ended March 31, 2024, compared to $12,027 during the three months ended March 31, 2023. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.
The Company incurred other expenses of $12,432 during the three months ended March 31, 2024 compared to $11,609 during the three months ended March 31, 2023. Total other income and expenses consist of interest expense related to the notes payable due from the Company.
The Company incurred a net loss of $39,653 during the three months ended March 31, 2024, compared to a net loss of $23,636 during the three months ended March 31, 2023.
The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had an accumulated deficit of $1,317,532 as of March 31, 2024.
12
Liquidity and Capital Resources
Net cash used by operating activities was $5,895 and $3,045 during the three months ended March 31, 2024 and 2023, respectively.
Net cash provided by investing activities was $-0- during both the three months ended March 31, 2024 and 2023.
Net cash provided by financing activities was $5,850 and $3,000 during the three months ended March 31, 2024 and 2023, respectively, and consisted of loans received from related parties.
Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans, or contributions from its stockholders in order to pay its operating costs. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate. The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.
The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company. However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.
Off-Balance Sheet Arrangements
The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.
Critical Accounting Policies
Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor’s understanding of the Company’s financial and operating status.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable. The Company is a “smaller reporting company.”
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the Exchange Act”) as of March 31, 2024, the end of the period covered by this report, utilizing the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 update to the Internal Control Integrated Framework. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2024 were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
13
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
●Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
●Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
●Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
We carried out an assessment, under the supervision and with the participation of our management, including our CEO and Interim CFO, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment and on those criteria, our CEO and Interim CFO concluded that our internal control over financial reporting was not effective as of September 30, 2023. The principal basis for this conclusion is (i) failure to engage sufficient resources regarding our accounting and reporting obligations during our startup and (ii) failure to fully document our internal control policies and procedures.
This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management’s report in this quarterly report.
The Company’s management, including the Company’s CEO and Interim CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
14
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.
Not Applicable. The Company is a “smaller reporting company.”
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.
15
Item 6.Exhibits
The following documents are included as exhibits to this report:
(a)Exhibits