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 endedSeptemberJune 30, 20172023

[  ]☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______________________________ to ______________________________

Commission File Number33-55254-41

Securities registered pursuant to Section 12(b) of the Act: NONE

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][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(§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][X]    No[  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large“large accelerated filer,” “accelerated“accelerated filer,” “smaller“smaller reporting company,” and “emerging“emerging growth company”company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[X]

Emerging growth company

[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [  ]

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 30, 2017,August 9, 2023, the issuer had outstanding 116,000,0001,135,194 shares of common stock, par value $0.001. 

BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBERJUNE 30, 20172023

INDEX

PART I Financial Information– FINANCIAL INFORMATION

Item 1.

Condensed 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

12

PART I – FINANCIAL INFORMATION

BIOETHICS, LTD.

CONTENTS

PAGE



Condensed Unaudited Balance Sheets,

SeptemberAs of June 30, 20172023 and December 31, 201620224

4



Condensed Unaudited Statements of Operations,

For the three and ninesix months ended SeptemberJune 30, 20172023 and 201620225

5

Condensed Unaudited Statements of Stockholders’ Deficit,

For the three and six months ended June 30, 2023 and 2022                         6

Condensed Unaudited Statements of Cash Flows,

For the ninesix months ended SeptemberJune 30, 20172023 and 20162022                         7

 6



Notes to Condensed Unaudited Financial Statements for the threesix months

ended June 30, 2023 and nine months20228

ended September 30, 2017 and 2016

7

BIOETHICS, LTD.
Condensed Balance Sheets
(Unaudited)
			June 30,		December 31,
			2023		2022
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$            473		$            295
		Total Current Assets	473		295
		TOTAL ASSETS	$            473		$            295
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable		$     111,682		$     100,265
	Accounts payable - related party		11,500		8,500
	Accrued interest - related parties		84,176		70,883
	Accrued interest		89,493		79,179
	Convertible notes payable		35,000		35,000
	Notes payable		160,000		160,000
	Notes payable - related parties		238,184		225,584
		Total Current Liabilities	730,035		679,411
		TOTAL LIABILITIES	730,035		679,411
STOCKHOLDERS' DEFICIT
	Preferred stock, $0.01 par value; 25,000,000 shares authorized, -0- shares issued and outstanding		-		-
	Common stock, $0.001 par value; 250,000,000 shares authorized, 1,135,194 shares issued and outstanding		1,135		1,135
	Additional paid-in capital		500,479		500,479
	Accumulated deficit		(1,231,176)		(1,180,730)
		Total Stockholders' Deficit	(729,562)		(679,116)
		TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT	$            473		$            295
The accompanying notes are an integral part of these unaudited condensed financial statements.

BIOETHICS, LTD.
Condensed Statements of Operations
(Unaudited)
			For the Three Months Ended				For the Six Months Ended
			June 30,				June 30,
			2023		2022		2023		2022
NET REVENUES			$                 -		$                 -		$                 -		$                 -
OPERATING EXPENSES
	General and administrative		14,812		17,195		26,839		27,909
		Total Operating Expenses	14,812		17,195		26,839		27,909
LOSS FROM OPERATIONS			(14,812)		(17,195)		(26,839)		(27,909)
OTHER INCOME (EXPENSES)
	Interest expense		(11,998)		(11,425)		(23,607)		(22,390)
		Total Other Income (Expenses)	(11,998)		(11,425)		(23,607)		(22,390)
NET LOSS BEFORE INCOME TAXES			(26,810)		(28,620)		(50,446)		(50,299)
PROVISION FOR INCOME TAXES			-		-		-		-
NET LOSS			$    (26,810)		$    (28,620)		$    (50,446)		$    (50,299)
BASIC AND DILUTED LOSS PER SHARE			$         (0.02)		$         (0.03)		$         (0.04)		$         (0.04)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			1,135,194		1,135,194		1,135,194		1,135,194
The accompanying notes are an integral part of these unaudited condensed financial statements.

BIOETHICS, LTD.
Condensed Statements of Cash Flows
(Unaudited)
			For the Six Months Ended
			June 30,
			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$      (50,446)		$      (50,299)
Adjustments to reconcile net loss to net cash
used by operating activities:
Changes in operating assets and liabilities:
		Accounts payable	11,417		11,269
		Accounts payable - related party	3,000		(2,000)
		Accrued interest - related parties	13,293		12,312
		Accrued interest	10,314		10,078
		Net Cash Used by Operating Activities	(12,422)		(18,640)
CASH FLOWS FROM INVESTING ACTIVITIES			-		-
CASH FLOWS FROM FINANCING ACTIVITIES
		Proceeds from notes payable	-		10,000
		Proceeds from notes payable - related parties	12,600		8,200
		Net Cash Provided by Financing Activities	12,600		18,200
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			178		(440)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			295		734
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$            473		$            294
SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest		$                -		$                -
	Cash paid for income taxes		$                -		$                -
The accompanying notes are an integral part of these unaudited condensed financial statements.

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE AND NINESIX MONTHS ENDED SEPTEMBERJUNE 30, 20172023 and 20162022

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Bioethics, Ltd. (“(“the Company”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’sCompany’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.

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 ninesix months ended SeptemberJune 30, 20172023 and 20162022 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’sCompany’s December 31, 20162022 audited financial statements.  The results of operations for the periodssix months ended SeptemberJune 30, 2017 and 20162023 are not necessarily indicative of the operating results for the full year.

NOTE 2 - PREPAID EXPENSES

In January 2017, the Company paid $6,000 in professional service fees to be rendered through August 2017, resulting in an expense of $6,000 during the nine months ended September 30, 2017 and a prepaid expense balance of $-0- at September 30, 2017.

In July 2017, the Company paid $6,000 in professional service fees to be rendered through February 2018, resulting in an expense of $1,000 during the nine months ended September 30, 2017 and a prepaid expense balance of $5,000 at September 30, 2017.

NOTE 3  RELATED PARTY TRANSACTIONS

Management Compensation - During the ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, the Company did not pay any compensation to its officers and directors.

Office Space –Beginning August 2017, the Company entered into an oral agreement to pay the Company’s sole directorCompany’s President $500 per month as payment for use of his personal residence as the Company’sCompany’s office and mailing address.  The Company has recorded rent expense of $1,000$3,000 during each of the three and ninesix months ended SeptemberJune 30, 20172023 and 2022, which is included in the general and administrative expenses on the statements of operations, of which $500$11,500 and $8,500 remains payable at SeptemberJune 30, 2017.2023 and December 31, 2022, respectively.    

Notes Payable - In December 2014,On March 8, 2018, the Company borrowed $25,000entered 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 six months ended June 30, 2023 and 2022 was $2,145 and $2,145, respectively, resulting in accrued interest of $22,976 and $20,831 at June 30, 2023 and December 31, 2022, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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 majority shareholder pursuant toorigin of the note through December 31, 2022, the officer advanced the Company an unsecured promissoryadditional $96,020, and the Company made payments of $20,686, resulting in the total note whichprincipal balance of $182,334 at December 31, 2022.  During the six months ended June 30, 2023 and 2022, the Company received an additional $12,600 and $8,200, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $194,934 at June 30, 2023.  The cumulative note balance is uncollateralized, due on demand, and accruescarries interest at 12% per annum, or $750 per quarter.  The note has accrued $8,250 in interest since its inception, of which $7,500 remains payable at September 30, 2017.

NOTE 4 – NOTE RECEIVABLE

On November 16, 2015, the Company paid $50,000 for a secured promissory note.  The note bore interest at 10% per annum and was due on or before May 16, 2016.  Any amount of principal and interestannum. Interest expense on the note thatfor the six months ended June 30, 2023 and 2022 was not paid when due was subject to default interest at$11,148 and $10,167, respectively, of which the rate of 18% per annum until paid in full.  The note was secured by 500,000 shares of the borrower’s common stock, and earned $3,101 in interest incomeCompany repaid $-0- during the six months ended June 30, 2016.  On August 5, 2016, the Company received payment in full of $54,484 which consisted of $50,000 principal and $4,4842023, resulting in accrued interest income.totaling $61,200 and $50,052 at June 30, 2023 and December 31, 2022, respectively.

NOTE 53 - NOTENOTES 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 ninesix months ended SeptemberJune 30, 20172023 and 2022 totaled $2,094,$1,388 and $1,388, respectively, resulting in accrued interest at SeptemberJune 30, 20172023 and December 31, 2022 of $3,628.  $19,730 and $18,342, respectively. Principal balance due on the note at June 30, 2023 and December 31, 2022 was $35,000.

BIOETHICS, LTD.

NOTE 6 - CONVERTIBLE NOTE PAYABLENOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2023 and 2022

On July 25, 2015,August 15, 2018, the Company issued a promissory note in the principal amount of $100,000$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 six months ended June 30, 2023 and 2022 totaled $595 and $595, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $5,102 and $4,507, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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 six months ended June 30, 2023 and 2022 totaled $1,190 and $1,190, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $10,205 and $9,015, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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 six months ended June 30, 2023 and 2022 totaled $1,785 and $1,785, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $15,307 and $13,522, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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, 2022, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the six months ended June 30, 2023 and 2022 totaled $2,975 and $2,975, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $25,512 and $22,537, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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, 2022 and is now due on demand and carries an interest rate of 12% per annum. Interest expense for the six months ended June 30, 2023 and 2022 totaled $298 and $298, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $1,889 and $1,591, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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 demand at any time after its original maturity date of July 31, 2016,April 18, 2023 and carries an interest rate of 10%8% per annum. Interest expense for the six months ended June 30, 2023 and 2022 totaled $397 and $160, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $960 and $563, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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 convertibledue 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 $0.25$2.00 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $100,000,$4,000, which was amortized over the life of the promissory note. DuringAt June 30, 2023 and December 31, 2022, the unamortized debt discount was $-0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the six months ended June 30, 2016, the Company recorded $50,000 as amortization of debt discount on the statements of operations, resulting in an unamortized debt discount of $-0-2023 and net convertible note balance of $100,000 at SeptemberJune 30, 2017 and December 31, 2016.2022. Interest expense for the ninesix months ended SeptemberJune 30, 20172023 and 2022 totaled $7,480,$595 and $595, respectively, resulting in accrued interest at SeptemberJune 30, 20172023 and December 31, 20162022 of $21,836$4,241 and $14,356,$3,646, respectively. Principal balance on the note at June 30, 2023 and December 31, 2022 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 June 30, 2023 and December 31, 2022, the unamortized debt

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2023 and 2022

discount was $-0, and the net convertible note balance was $10,000.  The amortization of debt discount was $-0- during the six months ended June 30, 2023 and 2022, respectively. Interest expense for the six months ended June 30, 2023 and 2022 totaled $496 and $496, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $3,058 and $2,562. Principal balance on the note at June 30, 2023 and December 31, 2022 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 six months ended June 30, 2023 and 2022 totaled $595 and $595, respectively, resulting in accrued interest at June 30, 2023 and December 31, 2022 of $3,488 and $2,893. Principal balance on the note at June 30, 2023 and December 31, 2022 was $15,000.

NOTE 75 – EQUITY TRANSACTIONS

The Company is authorized to issue 250,000,000 shares of common stock.  There were no equity transactions during the six months ended June 30, 2023 or 2022, resulting in 1,135,194 shares of common stock issued and outstanding at June 30, 2023 and December 31, 2022.

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 $669,328$1,231,176 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 87 - 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:share for the six months ended:

Dilutive loss per share was not presented, as the Company had no common share equivalents for all periods presented that would affect theThe computation of diluted lossearnings per share. In addition,common share is based on the Company has experienced continuing losses, soweighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart.  For the six months ended June 30, 2023 and 2022, the inclusion of any common share equivalentsthese shares on the statements of operations would resulthave resulted in ana weighted average shares fully diluted number that was anti-dilutive, effect.and as such they are excluded.  

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2023 and 2022

The following data show the fully diluted shares for the six months ended June 30, 2023 and 2022:

NOTE 9 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 additional events to disclose.

requiring disclosure.

Item 2. Management’sManagement’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” 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’sCompany’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,“anticipates,” “believes,“believes,” “estimates,“estimates,” “expects,“expects,” “plans,“plans,” “projects,“projects,” “targets,“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 2016Company’s December 31, 2022 audited financial statements addresses an uncertainty about the Company’sCompany’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’sCompany’s ability to continue as a going concern.  At SeptemberJune 30, 2017,2023, the Company had a working capital deficit of $169,069$729,562 and an accumulated deficit since inception of $669,328.$1,231,176. The Company incurred net losses of $47,852$50,446 and $106,593$50,299 for the ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, 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 and NineSix Months ended SeptemberJune 30, 20172023 compared to SeptemberJune 30, 20162022

The Company did not conduct any operations during the three and nine monthsix-month periods ended SeptemberJune 30, 20172023 or 2016.2022.  At SeptemberJune 30, 2017,2023, the Company had cash and total current assets in the amount of $26,675,$473, compared to cash$295 at December 31, 2016 in the amount of $65,900.2022.  At SeptemberJune 30, 2017, the Company had total current assets of $31,675, compared to $65,900 at December 31, 2016.  At September 30, 2017,2023, the Company had total current liabilities of $200,744,$730,035, compared to $187,331$679,411 at December 31, 2016.2022.  The Company had a working capital deficit of $169,069$729,562 at SeptemberJune 30, 20172023 compared to a working capital deficit of $121,431$679,116 at December 31, 2016.2022.

The Company did not generate revenues during the three and nine monthsix-month periods ending SeptemberJune 30, 20172023 or 2016.2022.  The Company incurred general and administrative expenses of $13,172$14,812 during the three months ended SeptemberJune 30, 2017,2023, compared to $18,898$17,195 during the three months ended SeptemberJune 30, 2016.  During the nine months ended September 30, 2017, the company2022.  The Company incurred general and administrative expenses of $36,028$26,839 during the six months ended June 30, 2023, compared to $42,185$27,909 during the ninesix months ended SeptemberJune 30, 2016.2022.  Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’sCompany’s corporate status.   

The Company incurred other income and (expenses)expenses of ($3,977)$11,998 during the three months ended SeptemberJune 30, 20172023 compared to ($10,927)$11,425 during the three months ended SeptemberJune 30, 2016.  During2022.  The Company incurred other expenses of $23,607 during the ninesix months ended SeptemberJune 30, 2017, the company incurred other income and (expenses) of ($11,824)2023 compared to ($64,408)$22,390 during the ninesix months ended SeptemberJune 30, 2016.2022.  Total other income and expenses consist of interest expense/incomeexpense related to the notes payable/receivablepayable due from/tofrom the Company.  During the nine months ended September 30, 2016, interest expense of $68,892 (including the amortization of debt discount of $58,334) was netted with interest income of $4,484, whereas other income (expense) for the nine months ended September 30, 2017 consisted solely of interest expense.    

The Company incurred a net loss of $17,149$26,810 during the three months ended SeptemberJune 30, 2017,2023, compared to a net loss of $29,825$28,620 during the three months ended SeptemberJune 30, 2016.  During the nine months ended September 30, 2017, the company2022.  The Company incurred a net loss of $47,852$50,446 during the six months ended June 30, 2023, compared to $106,593a net loss of $50,299 during the ninesix months ended SeptemberJune 30, 2016.  The decrease in net loss in 2017 as compared to 2016 is mainly the result of the amortization of debt discount in the amount of $58,334 related to the convertible promissory note which was recorded during the nine months ended September 30, 2016.2022.

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 $669,328$1,231,176 as of SeptemberJune 30, 2017.2023.

Liquidity and Capital Resources

Net cash used by operating activities was $39,225$12,422 and $39,734$18,640 during the ninesix months ended SeptemberJune 30, 20172023 and 2016,2022, respectively.

Net cash provided by investing activities was $-0- and $50,000 during both the ninesix months ended SeptemberJune 30, 20172023 and 2016, respectively.2022.

Net cash provided by financing activities was $-0-$12,600 and $35,000$18,200 during the ninesix months ended SeptemberJune 30, 20172023 and 2016, respectively.2022, respectively, and consisted of loans received from related and unrelated 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’sinvestor’s understanding of the Company’sCompany’s financial and operating status.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.  The Company is a “smaller“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”Act”) as of SeptemberJune 30, 2017,2023, the end of the period covered by this report.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 who is our sole officer and director, concluded that our disclosure controls and procedures as of SeptemberJune 30, 20172023 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’sSEC’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 SeptemberJune 30, 20172023 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 September 30, 2017, 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 theNot Applicable.  The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016. 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.

Item 6.Exhibits

Exhibits

The following documents are included as exhibits to this report:

(a)Exhibits

Exhibits