BIOETHICS LTD - FORM 10-Q

Attached files

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EX-31.1 - EX 31.1 - BIOETHICS LTD	ex311q033111.htm
EX-32.1 - EX 32.1 - BIOETHICS LTD	ex321q033111.htm

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 March 31, 2011

[ ] 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.)

1137 N. 120 W., American Fork, Utah	84003
(Address of principal executive offices)	(Zip Code)

(505) 681-4210
(Issuer’s telephone number, including area code)

Not Applicable
(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 ¨ 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 ¨ 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 May 12, 2011, the issuer had outstanding 11,000,000 shares of common stock, par value $0.001.

BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2011

INDEX

PART I Financial Information

Item 1. Financial Statements (Unaudited)
Unaudited Condensed Balance Sheets		3

Unaudited Condensed Statements of Operations		4

Unaudited Condensed Statements of Cash Flows		5

Notes to Unaudited Condensed Financial Statements		6

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 4T. Controls and Procedures		11

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. (Removed and Reserved)		11

Item 5. Other Information		11

Item 6. Exhibits		12

SIGNATURES		12

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BIOETHICS, LTD. [A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
	March 31,		December 31,
	2011		2010
CURRENT ASSETS
Cash	$	3,358	$	4,463

Total Current Assets		3,358		4,463

	$	3,358	$	4,463

CURRENT LIABILITIES
Accounts payable	$	5, 200	$	-
Accrued Interest Payable		1,800		1,430
Note Payable – Stockholder		25,000		25,000

Total Current Liabilities		32,000		26,430
Total Liabilities		32,000		26,430
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		(132,418)		(125,743)

Total Stockholders’ Equity (Deficit)		(28,642)		(21,967)

	$	3,358	$	4,463

Note: The balance sheet at December 31, 2010 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.

BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For the Three				From Inception
	Months Ended				On July 26, 1990
	March 31,				Through March 31,
	2011		2010		2011

REVENUE	$	-	$	-	$	-

EXPENSES:
General and administrative		6,305		5,510		130,618

LOSS BEFORE OTHER INCOME (EXPENSE)		(6,305)		(5,510)		(130,618)

OTHER INCOME (EXPENSE)
Interest Expense		(370)		(300)		(1,800)

LOSS BEFORE INCOME TAXES		(6,675)		(5,810)		(132,418)

CURRENT TAX EXPENSE		-		-		-

DEFERRED TAX EXPENSE		-		-		-

NET LOSS	$	(6,675)	$	(5,810)	$	(132,418)

LOSS PER COMMON SHARE	$	(0.00)	$	(0.00)


The accompanying notes are an integral part of these unaudited condensed financial statements

BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

					From Inception
					on July 26,
	For the Three Months Ended				1990 Through
	March 31,				March 31,
	2011		2010		2011
Cash Flows from Operating Activities:
Net loss	$	(6,675)	$	(5,810)	$	(132,418)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in assets and liabilities:
Increase (decrease) in accounts payable		5,200		(3,214)		5,200
Increase (decrease) in accrued interest		370		300		1,800

Net Cash (Used) by Operating Activities		(1,105)		(8,724)		(125,418)

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		-		-		62,776
Proceeds from notes payable		-		25,000		25,000

Net Cash Provided by Financing Activities		-		25,000		128,776

Net Increase (Decrease) in Cash		(1,105)		16,276		3,358

Cash at Beginning of Period		4,463		3,257		-

Cash at End of Period	$	3,358	$	19,533	$	3,358

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 three months ended March 31, 2011:
None

For the three months ended March 31, 2010:
None

The accompanying notes are an integral part of these unaudited condensed financial statements.

BIOETHICS, LTD.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Bioethics, Ltd. (“the Company”) was organized under the laws of the State of Nevada on July 26, 1990. The Company has not commenced planned principal operations and is considered a development stage company 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 March 31, 2011 and 2010 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, 2010 audited financial statements. The results of operations for the periods ended March 31, 2011 and 2010 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 year ended December 31, 2009, a shareholder of the Company contributed $17,776 to the Company.

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation - During the three months ended March 31, 2011 and 2010, the Company did not pay any compensation to its officers and directors.

Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company.

BIOETHICS, LTD.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

Note Payable - In January 2010, the Company borrowed $25,000 from a stockholder of the Company pursuant to an unsecured promissory note. The note is due on demand and accrues interest at 6% per annum. At March 31, 2011 accrued interest was $1,800.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has no on-going operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through additional sales of its common stock or stockholder loans or contributions to capital. 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 March 31,
	2011		2010

Loss from continuing operations
applicable to common
stockholders (numerator)	$	(6,675)	$	(5,810)

Weighted average number of
common shares outstanding
used in loss per share calculation
during the period (denominator)		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.

BIOETHICS, LTD.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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.

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.

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 2010 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 not yet established profitable 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, 2011, the Company had a working capital deficit of $28,642 and a deficit accumulated during the development stage of $132,418. The Company incurred net losses of $6,675 and $5,810 for the three months ended March 31, 2011 and 2010, 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 Fiscal Quarter ended March 31, 2011 Compared to the Fiscal Quarter ended March 31, 2010

The Company did not conduct any operations during its fiscal quarters ended March 31, 2011 or 2010, respectively, and had no assets other than cash. At March 31, 2011, the Company had cash in the amount of $3,358 as compared to cash at December 31, 2010 in the amount of $4,463. The decrease in cash is the result of the payment of expenses. At March 31, 2011, the Company had total current liabilities of $32,000 consisting of accounts payable ($5,200), note payable ($25,000) and accrued interest ($1,800), as compared to total current liabilities of $26,430 at December 31, 2010 consisting of note payable ($25,000) and accrued interest ($1,430). The Company had a working capital deficit of $28,642 at March 31, 2011 as compared to a working capital deficit of $21,967 at December 31, 2010.

The Company did not generate revenues during the first fiscal quarter of 2011 or 2010. The Company incurred general and administrative expenses of $6,305 during the three months ended March 31, 2011 as compared to $5,510 during the three months ended March 31, 2010. 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 $6,675 during the three months ended March 31, 2011 as compared to a net loss of $5,810 during the three months ended March 31, 2010. The increase in net loss in 2011 as compared to 2010 is primarily the result of higher general and administrative expenses in 2011.

Net cash used by operating activities was $1,105 for the three months ended March 31, 2011 resulting primarily from the net loss of $6,675 partially offset by a $5,200 increase in accounts payable and a $370 increase in accrued interest. Net cash used by operating activities was $8,724 during the three months ended March 31, 2010 resulting primarily from the net loss of $5,810 and a $3,214 decrease in accounts payable partially offset by a $300 increase in accrued interest.

No cash was provided or used by investing activities during the first three months of 2011 or 2010.

Net cash provided by financing activities was $0 for year the first quarter of 2011. Net cash provided by financing activities was $25,000 during the first three months of 2010 as a result of a demand loan from a stockholder which bears interest at 6% per annum.

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 January 2010, the Company borrowed $25,000 from a stockholder pursuant to a demand note bearing interest at the rate of 6% per annum. At March 31, 2011 the proceeds from such loan had been substantially expended and the Company’s accounts payable exceeded its cash. As a result, the Company will be dependent on the receipt of additional sales of securities, loans or contributions from its stockholders in order to continue its operations. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will also require additional funds to pay the costs of negotiating and completing the acquisition of such candidate. The Company has not entered into any agreement or arrangement for the provision of 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 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 March 31, 2011, 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 March 31, 2011 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 March 31, 2011 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, 2010, using the COSO framework, our management, with the participation of our Chief Executive Officer/Chief Financial Officer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, which does not allow for segregation of duties. Our management believes the materiality of this weakness is mitigated by the Company’s status as a shell company with no significant assets or liabilities, no business operations and a limited number of transactions each year, and that the weakness does not have a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report.

PART II---OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, its properties are not the subject of any such proceedings.

Item 1A. Risk Factors.

See the risk factors described in Item 1A of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. (Removed and Reserved).

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*
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

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bioethics, Ltd.


Date: May 13, 2011	By /s/ Jed Beck
	Jed Beck
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

BIOETHICS LTD - FORM 10-Q - May 13, 2011

Attached files

BIOETHICS LTD Reports