Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2015 | |
Document and Entity Information: | ||
Entity Registrant Name | BIOETHICS LTD | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Trading Symbol | bioe | |
Amendment Flag | false | |
Entity Central Index Key | 894,560 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 116,000,000 | |
Entity Public Float | $ 116,000,000 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 92,879 | $ 11,634 |
Prepaid expenses | 1,875 | 7,500 |
Total Current Assets | 94,754 | 19,134 |
TOTAL ASSETS | 94,754 | 19,134 |
CURRENT LIABILITIES | ||
Accounts payable | 6,128 | |
Accrued interest | 1,836 | |
Accrued interest - related party | 1,500 | |
Note payable - related party | 25,000 | 25,000 |
Convertible note payable (net of discount of $83,333 and $-0-, respectively) | 16,667 | |
Total Current Liabilities | 51,131 | 25,000 |
TOTAL LIABILITIES | 51,131 | 25,000 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.001 par value; 150,000,000 shares authorized, 116,000,000 shares issued and outstanding | 116,000 | 116,000 |
Additional paid-in capital | 385,414 | 285,414 |
Accumulated deficit | (457,791) | (407,280) |
Total Stockholders' Equity (Deficit) | 43,623 | (5,866) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 94,754 | $ 19,134 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING EXPENSES | ||||
General and administrative | $ 13,343 | $ 995 | $ 29,758 | $ 14,072 |
Total Operating Expenses | 13,343 | 995 | 29,758 | 14,072 |
LOSS FROM OPERATIONS | (13,343) | (995) | (29,758) | (14,072) |
OTHER INCOME (EXPENSES) | ||||
Loss on extinguishment of debt | (187,500) | 187,500 | ||
Interest expense | (19,253) | (20,753) | (2,123) | |
Total Other Income (Expenses) | (19,253) | (187,500) | (20,753) | (189,623) |
NET LOSS BEFORE INCOME TAXES | (32,596) | (188,495) | (50,511) | (203,695) |
NET INCOME (LOSS) | $ (32,596) | $ (188,495) | $ (50,511) | $ (203,695) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 116,000,000 | 116,000,000 | 116,000,000 | 81,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (50,511) | $ (203,695) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Amortization of debt discounts | 16,667 | |
Loss on extinguishment of debt | 187,500 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 5,625 | (380) |
Accounts payable | 6,128 | (2,161) |
Accrued interest | 1,836 | |
Accrued interest - related party | 1,500 | 2,123 |
Net Cash Used by Operating Activities | (18,755) | (16,613) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Capital contribution | 5,137 | |
Proceeds from notes payable | 100,000 | 11,175 |
Net Cash Provided by Financing Activities | 100,000 | 16,312 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 81,245 | (301) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 11,634 | 359 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 92,879 | 58 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | $ 750 | |
Non-cash financing activity: | ||
Conversion of unsecured promissory notes payable | $ 105,000 |
Note 1 Summary of Significant A
Note 1 Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 1 Summary of Significant Accounting Policies | 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 Companys officers and directors. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2015 and 2014 (restated) and for the three and nine months ended September 30, 2015 and 2014 (restated) 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 Companys December 31, 2014 audited financial statements. The results of operations for the periods ended September 30, 2015 and 2014 (restated) are not necessarily indicative of the operating results for the full year. |
Note 2 - Stockholders' Equity (
Note 2 - Stockholders' Equity (deficit) | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 2 - Stockholders' Equity (deficit) | NOTE 2 - STOCKHOLDERS EQUITY (DEFICIT) 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 for satisfaction of debts in the amount of $105,000 (see NOTE 3). The best-efforts Enterprise value of the shares issued was determined by management to be $292,500 (or $.003 per share). The excess of the fair value of the stock issued over the value of the debt settled of $187,500 has been recorded as a loss on extinguishment of debt. The transaction resulted in a change in control of the Company, as well as a restatement of the September 30, 2014 comparative financial statements as illustrated in NOTE 9. As discussed in NOTE 4, the Company recorded a debt discount totaling $100,000 in connection with a convertible note payable issued during the three months ended September 30, 2015. This resulted in a corresponding increase of $100,000 to additional paid-in capital. |
Note 3 Related Party Transactio
Note 3 Related Party Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 3 Related Party Transactions | NOTE 3 RELATED PARTY TRANSACTIONS Management Compensation - During the three and nine months ended September 30, 2015 and 2014, 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 - Between January 2010 and March 2014, the Company borrowed $91,000 from a minority stockholder of the Company pursuant to unsecured promissory notes, which were due on demand and accrued interest at 6% per annum. In June 2014, the principal amount of $91,000, along with accrued interest of $14,000, was purchased by the Companys then-sole officer and director and settled via the issuance of 105,000,000 shares of common stock of the Company. This resulted in a change of control, as the former officer and director now owns 90.5% of the Companys issued and outstanding stock. In December 2014, the Company borrowed $25,000 from this majority shareholder pursuant to an unsecured promissory note, which is due on demand and accrues interest at 12% per annum, or $750 per quarter. The note has accrued $2,250 in interest since its inception, of which $1,500 remains payable at September 30, 2015. |
Note 4 - Convertible Note Payab
Note 4 - Convertible Note Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 4 - Convertible Note Payable | NOTE 4 - CONVERTIBLE NOTE PAYABLE On July 25, 2015, the Company issued a promissory note in the original principal amount of $100,000 to a lender. The Note is due on demand at any time after July 31, 2016 and carries an interest rate of 10% per annum. The Note shall be 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 $0.25 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $100,000. This amount is being amortized over the life of the promissory note. During the three and nine months ended September 30, 2015, the company recorded $16,667 as amortization of debt discount on the condensed statements of operations, resulting in an unamortized debt discount of $83,333 and net convertible note balance of $16,667 at September 30, 2015. Accrued interest and interest expense as of and for the nine months ended September 30, 2015 totaled $1,836. |
Note 5 - Going Concern
Note 5 - Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 5 - Going Concern | NOTE 5 - 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 6 - Loss Per Share
Note 6 - Loss Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 6 - Loss Per Share | NOTE 6 - LOSS PER SHARE The following data show the amounts used in computing loss per share: For the For the For the For the Three Months Three Months Nine Months Nine Months Ended Ended Ended Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 (Restated) (Restated) Loss from continuing operations applicable to common stockholders (numerator) $ (32,596) $ (188,495) $(50,511) (203,695) Weighted average number of common shares outstanding used in loss per share calculation during the period (denominator) 116,000,000 116,000,000 116,000,000 81,000,000 Dilutive loss per share was not presented; as the Company had no common share equivalents for all periods presented that would affect the computation of diluted loss per share. In addition, the Company has experienced continuing losses, so inclusion of any common share equivalents would result in an anti-dilutive effect. |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 7 - Subsequent Events | NOTE 7 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. |
Note 8 - Development Stage Oper
Note 8 - Development Stage Operations | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 8 - Development Stage Operations | Note 8 DEVELOPMENT STAGE OPERATIONS On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015. As such, the Company has not labeled the financial statements as those of a development stage entity and has not presented inception-to-date information on the respective financial statements |
Note 9 - Restatement
Note 9 - Restatement | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 9 - Restatement | NOTE 9 RESTATEMENT As detailed in NOTE 2, in June 2014 the Company issued 105,000,000 shares of common stock valued at $292,500 for satisfaction of debts in the amount of $105,000. The loss on extinguishment of debt resulting from the excess of the fair value of the stock issued over the debt settled of $187,500 (with offsetting entry to additional paid-in capital) was not considered at the time of the transaction, and was not recorded until the December 31, 2014 audit. Thus, the applicable unaudited September 30, 2014 items have been restated in the accompanying financial statements and footnotes as follows: At September 30, 2014 Amount as Originally Restated Account Filed Adjustment Amount Additional paid-in capital $ 97,913 $ 187,500 $ 285,413 Accumulated deficit (215,284) (187,500) (402,784) 3 Months Ended September 30, 2014 9 Months Ended September 30, 2014 Amount as Amount as Originally Restated Originally Restated Account Filed Adjustment Amount Filed Adjustment Amount Loss on extinguishment of debt - (187,500) (187,500) - (187,500) (187,500) Total other income (expense) - (187,500) (187,500) (2,123) (187,500) (189,623) Net loss (995) (187,500) (188,495) (16,195) (187,500) (203,695) Net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00) |