Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2016 | |
Document and Entity Information: | ||
Entity Registrant Name | BIOETHICS LTD | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2016 | |
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 | 2,016 | |
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 65,900 | $ 24,653 |
Notes receivable | 50,000 | |
Total Current Assets | 65,900 | 74,653 |
FIXED ASSETS, NET | 1,369 | |
TOTAL ASSETS | 67,269 | 74,653 |
CURRENT LIABILITIES | ||
Accounts payable | 6,191 | 2,815 |
Accrued interest - related party | 5,250 | 2,250 |
Accrued interest | 15,890 | 4,356 |
Notes payable | 35,000 | |
Notes payable - related party | 25,000 | 25,000 |
Convertible notes payable (net of discount of $-0- and $58,334,respectively) | 100,000 | 41,666 |
Total Current Liabilities | 187,331 | 76,087 |
TOTAL LIABILITIES | 187,331 | 76,087 |
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 | 385,414 |
Accumulated deficit | (621,476) | (502,848) |
Total Stockholders' Equity (Deficit) | (120,064) | (1,435) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 67,269 | $ 74,653 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
OPERATING EXPENSES | ||
General and administrative | $ 50,244 | $ 46,546 |
Total Operating Expenses | 50,244 | 46,546 |
LOSS FROM OPERATIONS | (50,244) | (46,546) |
OTHER INCOME (EXPENSES) | ||
Interest income | 4,484 | |
Interest expense (including amortization of debt discount of $58,334 and $41,666, respectively) | (72,868) | (49,022) |
Total Other Income (Expenses) | (68,384) | (49,022) |
NET LOSS BEFORE INCOME TAXES | (118,628) | (95,568) |
NET INCOME (LOSS) | $ (118,628) | $ (95,568) |
BASIC AND DILUTED LOSS PER SHARE | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | 116,000,000 | 116,000,000 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common stock | Additional Paid In Capital | Accumulated Deficit | Total |
NET LOSS | $ (95,568) | $ (95,568) | ||
Balance common shares, ending balance at Dec. 31, 2015 | 116,000,000 | 116,000,000 | ||
Stockholders' Equity, ending balance at Dec. 31, 2015 | $ 116,000 | $ 385,414 | (502,849) | $ (1,435) |
Balance common shares, beginning balance at Dec. 31, 2014 | 116,000,000 | 116,000,000 | ||
Stockholders' Equity, beginning balance at Dec. 31, 2014 | $ 116,000 | 285,414 | (407,280) | $ (5,866) |
Convertible debt at Dec. 31, 2015 | 100,000 | 100,000 | ||
NET LOSS | (118,628) | $ (118,628) | ||
Balance common shares, ending balance at Dec. 31, 2016 | 116,000,000 | 116,000,000 | ||
Stockholders' Equity, ending balance at Dec. 31, 2016 | $ 116,000 | 385,414 | (621,478) | $ (120,064) |
Balance common shares, beginning balance at Dec. 31, 2015 | 116,000,000 | 116,000,000 | ||
Stockholders' Equity, beginning balance at Dec. 31, 2015 | $ 116,000 | $ 385,414 | $ (502,849) | $ (1,435) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Profit loss | $ (118,628) | $ (95,568) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Amortization of debt discounts | 58,334 | 41,666 |
Depreciation | 60 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 7,500 | |
Accounts payable | 3,376 | 2,815 |
Accrued interest - related party | 3,000 | 2,250 |
Accrued interest | 11,534 | 4,356 |
Net Cash Used by Operating Activities | (42,324) | (36,981) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Issuance of notes receivable | (50,000) | |
Purchases of fixed assets | (1,429) | |
Proceeds from payments on notes receivable | 50,000 | |
Net Cash Provided (Used) by Investing Activities | 48,571 | (50,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 35,000 | 100,000 |
Net Cash Provided by Financing Activities | 35,000 | 100,000 |
INCREASE IN CASH AND CASH EQUIVALENTS | 41,247 | 13,019 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 24,653 | 11,634 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 65,900 | 24,653 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | $ 750 |
Note 1 Summary of Significant A
Note 1 Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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. Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents. Loss Per Share -The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, Earnings Per Share [See Note 7]. Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated. Recently Enacted Accounting Standards - The FASB established the Accounting Standards Codification (Codification or ASC) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (GAAP). Rules and interpretive releases of the Securities and Exchange Commission (SEC) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Recent Accounting Standards Update (ASU) through ASU No. 2017-07 contain technical corrections to existing guidance or affect guidance to specialized industries. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant. |
Note 2 - Stockholders' Equity (
Note 2 - Stockholders' Equity (deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 2 - Stockholders' Equity (deficit) | NOTE 2 STOCKHOLDERS EQUITY (DEFICIT) As discussed in NOTE 9, the Company recorded a debt discount totaling $100,000 in connection with a convertible promissory note payable issued during the year ended December 31, 2015. This resulted in a corresponding increase of $100,000 to additional paid-in capital. |
Note 3 Income Taxes
Note 3 Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 3 Income Taxes | NOTE 3 INCOME TAXES The Company accounts for income taxes in accordance with ASC Topic No. 740, Income Taxes. This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards. The Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As a result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits. The Company has no tax provisions at December 31, 2016 and 2015, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2016 and 2015, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2016 and 2015. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss (NOL) and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Net deferred tax assets (liabilities) consist of the following components as of December 31, 2016 and 2015: 2016 2015 Deferred tax assets: NOL Carryover $ 65,000 47,200 Extinguishment of debt with shares 28,000 28,000 Valuation allowance (93,000) (75,200) Net deferred tax asset $ - $ - The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended December 31, 2016 and 2015 due to the following: 2016 2015 Book Loss (15% statutory rate) $ (17,800) $ (14,300) Change in valuation allowance 17,800 14,300 Tax at effective rate $ - $ - At December 31, 2016, the Company had net operating loss carryforwards of approximately $434,000 that may be offset against future taxable income from the year 2017 through 2036. No tax benefit has been reported in the December 31, 2016 or 2015 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. There is no provision for state taxes, since the Companys operations have been limited to administrative expenses and fund-raising in the state of its incorporation (Nevada) which has no income tax. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2016, 2015 and 2014. |
Note 4 Related Party Transactio
Note 4 Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 4 Related Party Transactions | NOTE 4 RELATED PARTY TRANSACTIONS Management Compensation - For the years ended December 2016 and 2015, 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 of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company. Notes Payable - In December 2014, 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 12% per annum commencing January 2015. Accrued interest and interest expense as of and for the year ended December 31, 2016 was $5,250 and $3,000, respectively. Other During the year ended December 31, 2016, the Company incurred $10,000 in professional fees with a company affiliated with the Companys CEO/CFO related to patent research involving a potential business opportunity. |
Note 5 - Notes Receivable
Note 5 - Notes Receivable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 5 - Notes Receivable | NOTE 5 NOTES 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 interest on the note that was not paid when due was subject to default interest at the rate of 18% per annum until paid in full. The note was secured by 500,000 shares of the borrowers common stock. On August 5, 2016, the Company received payment of $54,484 which consisted of $50,000 principal and $4,484 in accrued interest income. |
Note 6 - Going Concern
Note 6 - Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 6 - Going Concern | NOTE 6 - 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 7 - Loss Per Share
Note 7 - Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 7 - Loss Per Share | NOTE 7 - LOSS PER SHARE The following data show the amounts used in computing loss per share: December 31, 2016 2015 Net loss (numerator) $ (118,628) $ (95,568) Weighted average shares outstanding (denominator) 116,000,000 116,000,000 Basic and fully diluted net loss per share amount $ (0.00) $ (0.00) 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, and any such items would have an anti-dilutive effect due to the Companys continuing losses. |
Note 8 - Note Payable
Note 8 - Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 8 - Note Payable | NOTE 8 NOTE PAYABLE On June 14, 2016, the Company issued a promissory note in the original principal amount of $35,000 to a lender. The Note is due on June 14, 2017 and carries an interest rate of 8% per annum. Accrued interest and interest expense as of and for the year ended December 31, 2016 totaled $1,534. |
Note 9 - Convertible Note Payab
Note 9 - Convertible Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 9 - Convertible Note Payable | NOTE 9 CONVERTIBLE NOTE PAYABLE On July 25, 2015, the Company issued a convertible 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, which was amortized over the life of the promissory note. During the years ended December 31, 2016 and 2015, the company recorded $58,334 and $41,666, respectively, as amortization of debt discount on the statements of operations, resulting in an unamortized debt discount of $-0- and net convertible note balance of $100,000 at December 31, 2016. Interest expense was $10,000 and $4,356 for the years ended December 31, 2016 and 2015, respectively, resulting in accrued interest of $14,356 and $4,356 at December 31, 2016 and 2015, respectively. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes | |
Note 10 - Subsequent Events | NOTE 10 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. |