FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2008
Commission File Number 33-55254-41
BIOETHICS, LTD.
(Exact name of registrant as specified in its charter)
Nevada 87-0485312
(State or other jurisdiction of
incorporation or organization) (IRS Employer Identification No.)
8092 South Juniper Court, South Weber, Utah 84405
(Address of principal executive offices)
(Zip Code)
(801) 476-8110
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 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 is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company x
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes x No
State the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding as of May 15, 2008
Common Stock 11,000,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BIOETHICS, LTD.
[A Development Stage Company]
CONTENTS
PAGE
- Unaudited Condensed Balance Sheets,
March 31, 2008 and December 31, 2007 3
- Unaudited Condensed Statements of Operations,
for the three months ended March 31, 2008 and
2007 and from inception on July 26, 1990
through March 31, 2008 4
- Unaudited Condensed Statements of Cash Flows,
for the three months ended March 31, 2008 and
2007 and from inception on July 26, 1990
through March 31, 2008 5
- Notes to Unaudited Condensed Financial Statements 6 - 7
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
March 31, December 31,
2008 2007
___________ ___________
CURRENT ASSETS:
Cash $ 10,291 $ 12,527
___________ ___________
Total Current Assets 10,291 12,527
___________ ___________
$ 10,291 $ 12,527
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 3,288 $ 1,706
___________ ___________
Total Current Liabilities 3,288 1,706
___________ ___________
STOCKHOLDERS' EQUITY:
STOCKHOLDERS' EQUITY:
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 75,000 75,000
Deficit accumulated during the
development stage (78,997) (75,179)
___________ ___________
Total Stockholders' Equity 7,003 10,821
___________ ___________
$ 10,291 $ 12,527
___________ ___________
Note: The balance sheet at December 31, 2007 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.
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BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three
Months Ended From Inception
March 31, on July 26,
_______________________ 1990 Through
2008 2007 March 31, 2008
__________ __________ ___________
REVENUE $ - $ - $ -
EXPENSES:
General and administrative 3,818 3,457 78,997
__________ __________ ___________
LOSS BEFORE INCOME TAXES (3,818) (3,457) (78,997)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
__________ __________ ___________
NET LOSS $ (3,818) $ (3,457) $ (78,997)
__________ __________ ___________
LOSS PER COMMON SHARE $ (.00) $ (.00)
__________ __________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Three From Inception
Months Ended on July 26,
March 31, 1990 Through
____________________ March 31,
2008 2007 2008
_________ ________ _________
Cash Flows from Operating Activities:
Net loss $ (3,818) $(3,457) $(78,997)
Adjustments to reconcile net loss
to net cash used by
operating activities:
Changes in assets and liabilities:
Increase (decrease)
in accounts payable 1,582 3,457 3,288
_________ ________ _________
Net Cash (Used) by
Operating Activities (2,236) - (75,709)
_________ ________ _________
Cash Flows from Investing Activities: - - -
_________ ________ _________
Net Cash Provided by
Investing Activities - - -
_________ ________ _________
Cash Flows from Financing Activities:
Proceeds from common stock issuance - - 45,000
Capital contribution - - 41,000
_________ ________ _________
Net Cash Provided by
Financing Activities - - 86,000
_________ ________ _________
Net Increase (Decrease) in Cash (2,236) - 10,291
Cash at Beginning of Period 12,527 6,842 -
_________ ________ _________
Cash at End of Period $ 10,291 $ 6,842 $ 10,291
_________ ________ _________
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, 2008:
None
For the three months ended March 31, 2007:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
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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 Statement of Financial Accounting Standards No. 7. 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, 2008 and 2007 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, 2007 audited financial statements. The results of
operations for the periods ended March 31, 2008 and 2007 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, 2007, a
shareholder of the Company contributed $15,000 to the Company.
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation - During the three months ended March 31, 2008 and
2007, 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.
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BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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. 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,
__________________________
2008 2007
___________ ___________
Loss from continuing operations
applicable to common
stockholders (numerator) $ (3,818) $ (3,457)
___________ ___________
Weighted average number of
common shares outstanding
used in loss per share 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 effect the
computation of diluted loss per share.
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Item 2. Management's Discussion and Analysis or Plan of
Operation.
The following discussion and analysis provides information
which management believes is relevant to an assessment and
understanding of the Company's results of operations and
financial condition. The discussion should be read in conjunction
with the financial statements and notes thereto.
Plan of Operation
The Company has no business operations, and very limited
assets or capital resources. The Company's business plan is to
seek one or more potential business ventures that, in the opinion
of management, may warrant involvement by the Company. The
Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential
business ventures which may be available to it will be extremely
limited. The Company's principal business objective will be to
seek long-term growth potential in the business venture in which
it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective,
it will not restrict its search to any particular business or
industry, but may participate in business ventures of essentially
any kind or nature. It is emphasized that the business objectives
discussed are extremely general and are not intended to be
restrictive upon the discretion of management.
The Company will not restrict its search for any specific
kind of firms, but may participate in a venture in its
preliminary or development stage, may participate in a business
that is already in operation or in a business in various stages
of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may
participate, in that the venture may need additional capital, may
merely desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. In some
instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading
market for its common stock.
The Company does not have sufficient funding to meet its
short or long term cash needs. The Company believes that its
current cash will not be sufficient to support the Company's
planned operations for the next twelve months. The current sole
officer and director has expressed his intent that to the extent
necessary the Company will seek to raise additional funds through
the sale of equity securities or by borrowing of funds until a
suitable business venture can be completed. There is no assurance
that the Company will be able to successfully identify and/or
negotiate a suitable potential business venture or raise
additional funds if and when needed.
The Company has experienced net losses during the
development stage (1990 to present) and has had no significant
revenues during such period. During the past two fiscal years the
Company has had no business operations. In light of these
circumstances, the ability of the Company to continue as a going
concern is significantly in doubt. The attached financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is
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.
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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 conditions or results of
operations.
Forward-Looking Statements
When used in this Form 10-Q or other filings by the Company
with the Securities and Exchange Commission, in the Company's
press releases or other public or shareholder communications, or
in oral statements made with the approval of an authorized
officer of the Company's executive officers, the words or phrases
"would be", "will allow", "intends to", "will likely result",
"are expected to", "will continue", "is anticipated", "estimate",
"project", or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on
any forward-looking statements, which speak only as of the date
made, and advises readers that forward-looking statements involve
various risks and uncertainties. The Company does not undertake,
and specifically disclaims any obligation to update any forward-
looking statements to reflect occurrences or unanticipated events
or circumstances after the date of such statement.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Omitted pursuant to Item 305(e) of Regulation S-K.
Item 4T. Controls and Procedures
We have evaluated, with the participation of our Chief
Executive Officer and Chief Financial Officer, the effectiveness
of the design and operation of our disclosure controls and
procedures as of March 31, 2008, pursuant to Exchange Act Rule
15d-15. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that our disclosure
controls and procedures are effective. There have been no
significant changes to our internal controls over financial
reporting during the period ended March 31, 2008 that have
materially affected, or that are reasonably likely to materially
affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 6. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
3(i) Articles of Incorporation of the Company (Incorporated by
reference to Exhibit 3(i) of the Company's Form 10-KSB,
dated December 31, 2003)
3(ii) Bylaws of the Company (Incorporated by reference to
Exhibit 3(ii) of the Company's Form 10-KSB,
dated December 31, 2003)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
BIOETHICS, LTD.
Date: May 16, 2008
By /s/ Mark J. Cowan
Mark J. Cowan
President, Chief Executive Officer,
Chief Financial Officer
and Director
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