NOTES TO UNAUDITED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2018 and 2017
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, 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.
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 for the nine months ended September 30, 2018 and 2017 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
’
s December 31, 2017 audited financial statements. The results of operations for the nine months ended September 30, 2018 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 $4,000 during the nine months ended 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 $2,000 during the nine months ended September 30, 2018 and prepaid expense balances of $-0- and $2,000 at September 30, 2018 and December 31, 2017, respectively.
NOTE 3 RELATED PARTY TRANSACTIONS
Management Compensation - During the nine months ended September 30, 2018 and 2017, the Company did not pay any compensation to its officers and directors.
Beginning August 2017, the Company entered into an oral agreement to pay the Company
’
s sole director $500 per month as payment for use of his personal residence as the Company
’
s office and mailing address. The Company has recorded rent expense of $4,500 during the nine months ended September 30, 2018 which is included in the general and administrative expenses on the statements of operations. The amount payable at December 31, 2017 was $500. During the nine months ended September 30, 2018, the Company paid $5,000, resulting in $-0- payable at September 30, 2018.
In December 2014, the Company borrowed $25,000 from the majority shareholder pursuant to an unsecured promissory note, which was due on demand and accrued interest at 12% per annum, or $750 per quarter. On March 9, 2018 the Company paid the outstanding principal amount of $25,000 and accrued interest of $8,250.
On March 8, 2018 the Company entered 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 three and nine months ended September 30, 2018 was $872 and $1,953 respectively, and accrued interest totaled $1,953 at September 30, 2018.
On December 12, 2017, the Company entered into a promissory note with its sole officer and director in the amount of $107,000. On various dates during March through July 2018, the officer advanced the Company an additional $3,520, resulting in total note balances of $110,520 and $107,000 at September 30, 2018 and December 31, 2017, respectively. The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum. Interest expense on the note for the three and nine months ended September 30, 2018 was $3,343 and $9,789, respectively, and accrued interest totaled $10,457 and $668 at September 30, 2018 and December 31, 2017, respectively.
NOTE 4
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EQUITY TRANSACTIONS
On February 20, 2018, the Company filed a designation statement with the State of Nevada designating the 2017 Series A Preferred Stock, authorized December 12, 2017, consisting of 12,500,000 shares of the Company
’
s previously authorized but unissued shares of Preferred Stock. The designation statement was withdrawn the next day. The authorization and issuance of the 10,700,000 shares of the Company
’
s Series A Preferred Stock which was previously reported in a Form 8-K dated December 12, 2017, was withdrawn. As a result, $107,000 in shareholder loans that were cancelled in exchange for the issuance of the Series A Preferred Stock were reinstated at December 31, 2017.
On March 9, 2018, the Company repurchased 105,000,000 shares of its outstanding common stock (the
“
Control Shares
”
) held by Bradly Petersen (
“
Mr. Petersen
”
), for cash of $10,000. As a result of this transaction, Mr. Petersen no longer holds any interest in the Company, and the Control shares have been cancelled so that there are now 11,000,000 issued and outstanding shares of Common Stock.
NOTE 5 - NOTES 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 three and nine months ended September 30, 2018 totaled $706 and $2,094, respectively, resulting in accrued interest at September 30, 2018 and December 31, 2017 of $6,429 and $4,334, respectively.
On August 15, 2018, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on November 15, 2018 and carries an interest rate of 12% per annum. Interest expense for the three and nine months ended September 30, 2018 totaled $151, resulting in accrued interest at September 30, 2018 of $151.
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 totaling $743,359 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.