UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE EXCHANGE ACT
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
8092 South Juniper Court, South Weber, Utah 84405
(Address of principal executive offices) (Zip Code)
(801) 476-8110
(Issuer's Telephone Number)
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 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of August 11, 2008,
the issuer had outstanding 11,000,000 shares of common stock,
par value $0.001.
FORWARD LOOKING STATEMENTS
When used in this Form 10-Q, in our filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of
an authorized executive officer, 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.
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.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Bioethics, Ltd. (the "Company" or the "Issuer"), files herewith its unaudited
condensed balance sheets as of June 30, 2008 and December 31, 2007, the
related unaudited condensed statements of operations for the three and six
months ended June 30, 2008 and 2007 and from inception on July 26, 1990
through June 30, 2008, and the related unaudited condensed statements of cash
flows for the six months ended June 30, 2008 and 2007 and from inception on
July 26, 1990 through June 30, 2008. The accompanying financial statements
do not include all information and notes to the financial statements
necessary for a complete presentation of the financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles. In the opinion of the Company's management, the accompanying
financial statements reflect all adjustments, all of which are normal
recurring adjustments, necessary to fairly present the financial condition of
the Company for the interim periods presented. The financial statements
included in this report on Form 10-Q should be read in conjunction with the
Company's audited financial statements and the notes thereto included in its
annual report on Form 10-KSB for the year ended December 31, 2007. Operating
results for the quarter ended June 30, 2008 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2008.
BIOETHICS, LTD.
[A Development Stage Company]
CONTENTS
PAGE
- Unaudited Condensed Balance Sheets,
June 30, 2008 and December 31, 2007 5
- Unaudited Condensed Statements of Operations,
for the three and six months ended June 30, 2008
and 2007 and from inception on July 26, 1990
through June 30, 2008 6
- Unaudited Condensed Statements of Cash Flows,
for the six months ended June 30, 2008 and
2007 and from inception on July 26, 1990
through June 30, 2008 7
- Notes to Unaudited Condensed Financial Statements 8 - 9
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
June 30, December 31,
2008 2007
___________ ___________
CURRENT ASSETS:
Cash $ 4,911 $ 12,527
___________ ___________
Total Current Assets 4,911 12,527
___________ ___________
$ 4,911 $ 12,527
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 513 $ 1,706
___________ ___________
Total Current Liabilities 513 1,706
___________ ___________
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 (81,602) (75,179)
___________ ___________
Total Stockholders' Equity 4,398 10,821
___________ ___________
$ 4,911 $ 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.
-5-
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
From
For the Three For the Six Inception
Months Ended Months Ended on July 26,
June 30, June 30, 1990 Through
____________________ ____________________ June 30,
2008 2007 2008 2007 2008
_________ _________ _________ _________ _________
REVENUE $ - $ - $ - $ - $ -
EXPENSES:
General
and administrative 2,605 2,264 6,423 5,721 81,602
_________ _________ _________ _________ _________
LOSS BEFORE INCOME TAXES (2,605) (2,264) (6,423) (5,721) (81,602)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
_________ _________ _________ _________ _________
NET LOSS (2,605) (2,264) $ (6,423) $ (5,721) $(81,602)
_________ _________ _________ _________ _________
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00)
_________ _________ _________ _________
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-6-
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For The From Inception
Six Months Ended on July 26,
June 30, 1990 Through
___________________ June 30,
2008 2007 2008
________ _________ __________
Cash Flows from
Operating Activities:
Net loss $ (6,423) $ (5,721) $ (81,602)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Changes in assets
and liabilities:
Increase (decrease)
in accounts payable (1,193) 1,816 513
________ _________ __________
Net Cash (Used) by
Operating Activities (7,616) (3,905) (81,089)
________ _________ __________
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 (7,616) (3,905) 4,911
Cash at Beginning of Period 12,527 6,842 -
________ _________ __________
Cash at End of Period $ 4,911 $ 2,937 $ 4,911
________ _________ __________
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 six months ended June 30, 2008:
None
For the six months ended June 30, 2007:
None
The accompanying notes are an integral part of these unaudited condensed
financial statements.
-7-
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 June 30, 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 June 30, 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 six months ended June 30, 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.
-8-
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 For the Six
Months Ended Months Ended
June 30, June 30,
______________________ ______________________
2008 2007 2008 2007
__________ __________ __________ __________
Loss from continuing
operations applicable
to common stockholders
(numerator) $ (2,605) $ (2,264) $ (6,423) $ (5,721)
__________ __________ __________ __________
Weighted average
number of common
shares outstanding
used in loss per
share during the
period (denominator) 11,000,000 11,000,000 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.
-9-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and notes thereto.
The following information contains forward-looking statements. (See
"Forward Looking Statements.")
Plan of Operation
The Company has no business operations, and very limited assets or capital
resources. As of June 30, 2008, the Company had net working capital in the
form of cash and cash equivalents in the approximate amount of $4,398. 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 business,
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. As of June 30, 2008, the Company had $4,911 in cash and accounts
payable of $513. 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.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable. The Company is a "smaller reporting company."
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 defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"))
as of the end of the period covered by this report. 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 June 30, 2008 that have materially
affected, or that are reasonably likely to materially affect, our internal
controls over financial reporting.
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 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not Applicable.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits
The following documents are included as exhibits to this report:
(a) Exhibits
Exhibit SEC Reference
Number 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: August 12, 2008 By /s/ Mark J. Cowan
Mark J. Cowan
President, Chief Executive Officer and
Chief Financial Officer
(Principal Executive and Financial Officer)