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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______________________________ to ______________________________

 

Commission File Number 33-55254-41

 

BIOETHICS, LTD.

(Exact name of registrant as specified in charter)

 

 

NEVADA, NV

87-0485312

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

1661 Lakeview Circle, Ogden, Utah

84403

(Address of principal executive offices)

(Zip Code)

 

 

(801) 399-3632

(Issuer’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: NONE

 

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes [X]    No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer

[  ]

Accelerated filer

[  ]

 

Non-accelerated filer

[X]

Smaller reporting company

 

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [  ]

 

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).  Yes      No [  ]

 

As of May 20, 2024, the issuer had outstanding 1,135,194 shares of common stock, par value $0.001. 


1


BIOETHICS, LTD.

 

FORM 10-Q

 

FOR THE QUARTER ENDED MARCH 31, 2024

 

 

INDEX

 

PART I   Financial Information

 

 

 

Item 1.  Condensed Financial Statements (Unaudited)

3

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition

9

and Results of Operations

 

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

10

 

 

Item 4.  Controls and Procedures

10

 

 

PART II Other Information

 

 

 

Item 1.  Legal Proceedings

11

 

 

Item 1A.  Risk Factors

11

 

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

11

 

 

Item 3.  Defaults Upon Senior Securities

11

 

 

Item 4.  Mine Safety Disclosures

11

 

 

Item 5.  Other Information

11

 

 

Item 6.  Exhibits

12

 

 

SIGNATURES

12


2


PART I – FINANCIAL INFORMATION

 

Item 1.Condensed Financial Statements (Unaudited) 

 

 

BIOETHICS, LTD.

 

CONTENTS

 

PAGE 

 

 

Condensed Unaudited Balance Sheets,

As of March 31, 2024 and December 31, 20234 

 

 

Condensed Unaudited Statements of Operations,

For the three months ended March 31, 2024 and 20235 

 

 

Condensed Unaudited Statements of Stockholders’ Deficit,

For the three months ended March 31, 2024 and 2023                         6 

 

 

Condensed Unaudited Statements of Cash Flows,

For the three months ended March 31, 2024 and 2023                         7 

 

 

Notes to Condensed Unaudited Financial Statements,

For the three months ended March 31, 2024 and 20238 


3


 

 

BIOETHICS, LTD.

Condensed Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

2024

 

2023*

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$             93

 

$            138

 

 

 

 

 

 

 

 

Total Current Assets

               93

 

             138

 

 

 

 

 

 

 

 

TOTAL ASSETS

$             93

 

$            138

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

Accounts payable

$     142,225

 

$     122,400

 

Accounts payable - related party

         16,000

 

         14,500

 

Accrued interest - related parties

       105,667

 

         98,406

 

Accrued interest

       103,535

 

         98,363

 

Convertible notes payable

         35,000

 

         35,000

 

Notes payable

       160,000

 

       160,000

 

Notes payable - related parties

       253,584

 

       247,734

 

 

 

 

 

 

 

 

Total Current Liabilities

       816,011

 

       776,403

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

       816,011

 

       776,403

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value; 25,000,000 shares
authorized, -0- shares issued and outstanding

                  -

 

                  -

 

Common stock, $0.001 par value; 250,000,000 shares authorized, 1,135,194 shares issued and outstanding

           1,135

 

           1,135

 

Additional paid-in capital

       500,479

 

       500,479

 

Accumulated deficit

   (1,317,532)

 

   (1,277,879)

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

      (815,918)

 

      (776,265)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT

$             93

 

$            138

 

 

 

 

 

 

 

 

*Derived from audited information

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


4


 

BIOETHICS, LTD.

Condensed Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

March 31,

 

 

 

2024

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET REVENUES

$                -

 

$                -

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

         27,221

 

         12,027

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

         27,221

 

         12,027

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

        (27,221)

 

        (12,027)

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

        (12,432)

 

        (11,609)

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expenses)

        (12,432)

 

        (11,609)

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

        (39,653)

 

        (23,636)

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

                  -

 

                  -

 

 

 

 

 

 

 

 

NET LOSS

$      (39,653)

 

$      (23,636)

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

$          (0.03)

 

$          (0.02)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING

    1,135,194

 

    1,135,194

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


5


 

BIOETHICS, LTD.

Condensed Statements of Stockholders' Deficit

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2024

 

 

 

Additional

 

 

 

Total

 

Common Stock

 

Paid-In

 

Accumulated

 

Stockholders'

Shares

 

Amount

 

Capital

 

Deficit

 

Deficit

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2023

       1,135,914

 

$             1,135

 

$        500,479

 

$   (1,277,879)

 

$       (776,265)

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

March 31, 2024

                        -

 

                        -

 

                        -

 

           (39,653)

 

           (39,653)

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2024

       1,135,914

 

               1,135

 

           500,479

 

      (1,317,532)

 

         (815,918)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2023

 

 

 

Additional

 

 

 

Total

 

Common Stock

 

Paid-In

 

Accumulated

 

Stockholders'

 

Shares

 

Amount

 

Capital

 

Deficit

 

Deficit

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2022

       1,135,914

 

$             1,135

 

$        500,479

 

$   (1,180,730)

 

$       (679,116)

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

March 31, 2023

                        -

 

                        -

 

                        -

 

           (23,636)

 

           (23,636)

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2023

       1,135,914

 

               1,135

 

           500,479

 

      (1,204,366)

 

         (702,752)

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 


6


 

BIOETHICS, LTD.

Condensed Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

March 31,

 

 

2024

 

2023

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

$      (39,653)

 

$      (23,636)

Adjustments to reconcile net loss to net cash

 

 

 

used by operating activities:

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts payable

         19,825

 

           7,482

 

 

Accounts payable - related party

           1,500

 

           1,500

 

 

Accrued interest - related parties

           7,261

 

           6,481

 

 

Accrued interest

           5,172

 

           5,128

 

 

 

 

 

 

 

 

Net Cash Used by Operating Activities

          (5,895)

 

          (3,045)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

                  -

 

                  -

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Proceeds from notes payable - related parties

           5,850

 

           3,000

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

           5,850

 

           3,000

 

 

 

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

              (45)

 

              (45)

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD

             138

 

             295

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT
END OF PERIOD

$             93

 

$            250

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

Cash paid for interest

$                -

 

$                -

 

Cash paid for income taxes

$                -

 

$                -

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


7


BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024 and 2023


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 Company’s officers and directors.  The Company has 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 are condensed and 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 three months ended March 31, 2024 and 2023 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, 2023 audited financial statements.  The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

Management Compensation - During the three months ended March 31, 2024 and 2023, 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 President $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 $1,500 during each of the three months ended March 31, 2024 and 2023, which is included in the general and administrative expenses on the statements of operations, of which $16,000 and $14,500 remains payable at March 31, 2024 and December 31, 2023, respectively.    

 

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 months ended March 31, 2024 and 2023 was $1,075 and $1,066, respectively, resulting in accrued interest of $26,231 and $25,156 at March 31, 2024 and December 31, 2023, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $43,250.  

 

On December 12, 2017, the Company entered into a promissory note with its President in the amount of $107,000.  On various dates from the origin of the note through December 31, 2023, the officer advanced the Company an additional $118,170, and the Company made payments of $20,686, resulting in the total note principal balance of $204,484 at December 31, 2023.  During the three months ended March 31, 2024 and 2023, the Company received an additional $5,850 and $3,000, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $210,334 at March 31, 2024.  The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum. Interest expense on the note for the three months ended March 31, 2024 and 2023 was $6,186 and $5,414, respectively, of which the Company repaid $-0- during the three months ended March 31, 2024, resulting in accrued interest totaling $79,436 and $73,250 at March 31, 2024 and December 31, 2023, respectively.

 

NOTE 3 - 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 months ended March 31, 2024 and 2023 totaled $696 and $690, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $21,838 and $21,142, respectively. Principal balance due on the note at March 31, 2024 and December 31, 2023 was $35,000.

 


8


BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024 and 2023


On August 15, 2018, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note was due on November 15, 2018, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $6,006 and $5,707, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

On November 15, 2018, the Company issued a promissory note in the principal amount of $20,000 to an unaffiliated lender. The Note was due on February 15, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $597 and $592, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $12,012 and $11,415, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $20,000.

 

On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note was due on December 31, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $895 and $888, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $18,017 and $17,122, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $30,000.

 

On January 23, 2019, the Company issued a promissory note in the principal amount of $50,000 to an unaffiliated lender. The Note was due on January 23, 2020, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $1,492 and $1,479, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $30,029 and $28,537, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $50,000.

 

On May 1, 2020, the Company issued a promissory note in the principal amount of $5,000 to an unaffiliated lender. The Note was due on May 1, 2021 and is now due on demand and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $149 and $148, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $2,340 and $2,191, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $5,000.

 

On April 18, 2022, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on April 18, 2023 and carries an interest rate of 8% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $199 and $197, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $1,532 and $1,363, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

On December 18, 2019, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum. The Note is 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 $2.00 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $4,000, which was amortized over the life of the promissory note.  At March 31, 2024 and December 31, 2023, the unamortized debt discount was $-0-, and the net convertible note balance was $10,000.  The amortization of debt discount was $-0- during the three months ended March 31, 2024 and March 31, 2023. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $3,529 and $3,231, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

On June 9, 2020, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum. The Note is 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 $2.50 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $6,200, which was amortized over the life of the promissory note.  At March 31, 2024 and December 31, 2023, the unamortized


9


BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024 and 2023


debt discount was $- 0-, and the net convertible note balance was $10,000.  The amortization of debt discount was $-0- during the three months ended March 31, 2024 and 2023, respectively. Interest expense for the three months ended March 31, 2024 and 2023 totaled $249 and $247, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $3,810 and $3,562, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

On August 3, 2020, the Company issued a convertible promissory note in the original principal amount of $15,000 to a lender. The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum. The Note is 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 $7.00 per share.  The Company did not recognize a beneficial conversion feature or debt discount as the conversion price was higher than the market price at the time of issuance of the note. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $4,392 and $4,093. Principal balance on the note at March 31, 2024 and December 31, 2023 was $15,000.

 

NOTE 5 – EQUITY TRANSACTIONS

 

The Company is authorized to issue 250,000,000 shares of common stock.  There were no equity transactions during the three months ended March 31, 2024 or 2023, resulting in 1,135,194 shares of common stock issued and outstanding at March 31, 2024 and December 31, 2023.

 

NOTE 6 - GOING CONCERN

 

The accompanying unaudited condensed 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 $1,317,532 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

 

The computation of basic loss per share is based on the weighted average number of shares outstanding during each period.  

 

The following data show the amounts used in computing loss per share for the three months ended:

 

 

March 31, 2024

 

March 31,

2023

 

 

 

 

 

Net loss (numerator)

$

(39,653)

$

(23,636)

Weighted average shares outstanding (denominator)

 

1,135,194

 

1,135,194

Basic and fully diluted net loss per share amount

$

(0.03)

$

(0.02)

 

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart.  For the three months ended March 31, 2024 and 2023, the inclusion of these shares on the statements of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive, and as such they are excluded.  

 


10


BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2024 and 2023


 

 

The following data show the fully diluted shares for the three months ended March 31, 2024 and 2023:

 

 

 

March 31,

 

2024

 

2023

 

 

 

 

 

Basic weighted average shares outstanding

 

1,135,194

 

1,135,194

Convertible debt

 

15,061

 

14,694

Total

 

1,150,255

 

1,149,888

 

NOTE 8 – 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 events requiring disclosure.


11



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report.  The following information contains forward-looking statements. (See “Forward-Looking Statements” below.)

 

FORWARD-LOOKING STATEMENTS

 

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.  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.

 

General

 

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

 

The Report of Independent Registered Public Accounting Firm on the Company’s December 31, 2023 audited financial statements addresses an uncertainty about the Company’s ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations.  The report further indicates that these factors raise substantial doubt about the Company’s ability to continue as a going concern.  At March 31, 2024, the Company had a working capital deficit of $815,918 and an accumulated deficit since inception of $1,317,532. The Company incurred net losses of $39,653 and $23,636 for the three months ended March 31, 2024 and 2023, respectively.  The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.

 

The three months ended March 31, 2024 compared to March 31, 2023

 

The Company did not conduct any operations during the three months  ended March 31, 2024 and 2023.  At March 31, 2024, the Company had cash and total current assets in the amount of $93, compared to $138 at December 31, 2023.  At March 31, 2024, the Company had total current liabilities of $816,011, compared to $776,403 at December 31, 2023.  The Company had a working capital deficit of $815,918 at March 31, 2024 compared to $776,265 at December 31, 2023.

 

The Company did not generate revenues during the three months  ended March 31, 2024 or 2022.  The Company incurred general and administrative expenses of $27,221 during the three months ended March 31, 2024, compared to $12,027 during the three months ended March 31, 2023.  Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.   

 

The Company incurred other expenses of $12,432 during the three months ended March 31, 2024 compared to $11,609 during the three months ended March 31, 2023.  Total other income and expenses consist of interest expense related to the notes payable due from the Company.

 

The Company incurred a net loss of $39,653 during the three months ended March 31, 2024, compared to a net loss of $23,636 during the three months ended March 31, 2023.

 

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had an accumulated deficit of $1,317,532 as of March 31, 2024.


12



Liquidity and Capital Resources

 

Net cash used by operating activities was $5,895 and $3,045 during the three months ended March 31, 2024 and 2023, respectively.

 

Net cash provided by investing activities was $-0- during both the three months ended March 31, 2024 and 2023.

 

Net cash provided by financing activities was $5,850 and $3,000 during the three months ended March 31, 2024 and 2023, respectively, and consisted of loans received from related parties.

 

Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans, or contributions from its stockholders in order to pay its operating costs. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate.  The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.  

 

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company.  However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

 

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are 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.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable.  The Company is a “smaller reporting company.”

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we evaluated 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 March 31, 2024, the end of the period covered by this report, utilizing the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 update to the Internal Control Integrated Framework.  Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2024 were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  


13



Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

We carried out an assessment, under the supervision and with the participation of our management, including our CEO and Interim CFO, of the effectiveness of the design and operation of our internal controls over financial reporting, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of September 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based on that assessment and on those criteria, our CEO and Interim CFO concluded that our internal control over financial reporting was not effective as of September 30, 2023. The principal basis for this conclusion is (i) failure to engage sufficient resources regarding our accounting and reporting obligations during our startup and (ii) failure to fully document our internal control policies and procedures.

 

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only the management’s report in this quarterly report.

 

The Company’s management, including the Company’s CEO and Interim CFO, does not expect that the Company’s internal control over financial reporting will prevent all errors and all fraud. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.  

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


14



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 1A. Risk Factors.

 

Not Applicable.  The Company is a “smaller reporting company.”

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

Not Applicable.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

None.


15



Item 6.Exhibits 

 

The following documents are included as exhibits to this report:

 

(a)Exhibits 

 

 

Exhibit

Number

 

SEC Reference Number

 

 

 

Title of Document

 

 

 

Location

 

 

 

 

 

 

 

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

101.INS**

 

 

 

XBRL Instance Document

 

This Filing

101.SCH**

 

 

 

XBRL Taxonomy Extension Schema

 

This Filing

101.CAL**

 

 

 

XBRL Taxonomy Extension Calculation Linkbase

 

This Filing

101.DEF**

 

 

 

XBRL Taxonomy Extension Definition Linkbase

 

This Filing

101.LAB**

 

 

 

XBRL Taxonomy Extension Label Linkbase

 

This Filing

101.PRE**

 

 

 

XBRL Taxonomy Extension Presentation Linkbase

 

This Filing

 

 

**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

 

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:  May 20, 2024

By /s/ Mark A. Scharmann

 

Mark A. Scharmann

 

President, Chief Executive Officer and

 

Chief Financial Officer

 

(Principal Executive and Financial Officer)

 


16

 

Exhibit 31.1

CERTIFICATION

 

I, Mark A. Scharmann, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Bioethics, Ltd. (the registrant); 

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  

 

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: 

 

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

 

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

 

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

 

5.I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function): 

 

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and  

 

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

 

Date:  May 20, 2024

By  /s/ Mark A. Scharmann

 

Mark A. Scharmann

 

President, Chief Executive Officer and

 

Chief Financial Officer

 

(Principal Executive and Financial Officer)

 

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Bioethics, Ltd. (the Company) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission (the Report), I, Mark A. Scharmann, President, Chief Executive Officer and Chief Financial Officer of the Company, certify that, to the best of my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002: 

       

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

 

 

Bioethics, Ltd.

 

 

 

 

Date:  May 20, 2024

By /s/ Mark A. Scharmann

 

Mark A. Scharmann

 

President, Chief Executive Officer and

 

Chief Financial Officer

 

(Principal Executive and Financial Officer)

 

v3.24.1.1.u2
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2024
May 20, 2024
Details    
Registrant CIK 0000894560  
Fiscal Year End --12-31  
Registrant Name BIOETHICS, LTD.  
SEC Form 10-Q  
Period End date Mar. 31, 2024  
Tax Identification Number (TIN) 87-0485312  
Number of common stock shares outstanding   1,135,194
Filer Category Non-accelerated Filer  
Current with reporting Yes  
Interactive Data Current Yes  
Shell Company true  
Small Business true  
Emerging Growth Company false  
Document Quarterly Report true  
Document Transition Report false  
Securities Act File Number 33-55254-41  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 1661 Lakeview Circle  
Entity Address, City or Town Ogden  
Entity Address, State or Province UT  
Entity Address, Postal Zip Code 84403  
City Area Code 801  
Local Phone Number 399-3632  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
v3.24.1.1.u2
Condensed Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
CURRENT ASSETS    
Cash and cash equivalents $ 93 $ 138
Total Current Assets 93 138
TOTAL ASSETS 93 138
CURRENT LIABILITIES    
Accounts payable 142,225 122,400
Accounts payable - related party 16,000 14,500
Accrued interest - related parties 105,667 98,406
Accrued interest 103,535 98,363
Convertible notes payable 35,000 35,000
Notes payable 160,000 160,000
Notes payable - related parties 253,584 247,734
Total Current Liabilities 816,011 776,403
TOTAL LIABILITIES 816,011 776,403
STOCKHOLDERS' DEFICIT    
Preferred stock, $0.01 par value; 25,000,000 shares authorized, -0- shares issued and outstanding 0 0
Common stock, $0.001 par value; 250,000,000 shares authorized, 1,135,194 shares issued and outstanding 1,135 1,135
Additional paid-in capital 500,479 500,479
Accumulated deficit (1,317,532) (1,277,879)
Total Stockholders' Deficit (815,918) (776,265)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 93 $ 138
v3.24.1.1.u2
Condensed Balance Sheets - Parenthetical - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Condensed Balance Sheets    
Preferred Stock, Par or Stated Value Per Share $ 0.01 $ 0.01
Preferred Stock, Shares Authorized 25,000,000 25,000,000
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
Common Stock, Par or Stated Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 250,000,000 250,000,000
Common Stock, Shares, Issued 1,135,194 1,135,194
Common Stock, Shares, Outstanding 1,135,194 1,135,194
v3.24.1.1.u2
Condensed Statements of Operations - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Condensed Statements of Operations    
NET REVENUES $ 0 $ 0
OPERATING EXPENSES    
General and administrative 27,221 12,027
Total Operating Expenses 27,221 12,027
LOSS FROM OPERATIONS (27,221) (12,027)
OTHER INCOME (EXPENSES)    
Interest expense (12,432) (11,609)
Total Other Income (Expenses) (12,432) (11,609)
NET LOSS BEFORE INCOME TAXES (39,653) (23,636)
PROVISION FOR INCOME TAXES 0 0
NET LOSS $ (39,653) $ (23,636)
BASIC AND DILUTED LOSS PER SHARE $ (0.03) $ (0.02)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 1,135,194 1,135,194
v3.24.1.1.u2
Condensed Statements of Stockholders' Deficit - USD ($)
Common Stock
Additional Paid-in Capital
Retained Earnings
Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022 $ 1,135 $ 500,479 $ (1,180,730) $ (679,116)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 1,135,914      
NET LOSS $ 0 0 (23,636) (23,636)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023 $ 1,135 500,479 (1,204,366) (702,752)
Shares, Outstanding, Ending Balance at Mar. 31, 2023 1,135,914      
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2023 $ 1,135 500,479 (1,277,879) (776,265)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 1,135,914      
NET LOSS $ 0 0 (39,653) (39,653)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2024 $ 1,135 $ 500,479 $ (1,317,532) $ (815,918)
Shares, Outstanding, Ending Balance at Mar. 31, 2024 1,135,914      
v3.24.1.1.u2
Statements of Cash Flows - USD ($)
3 Months Ended 404 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES      
NET LOSS $ (39,653) $ (23,636) $ 1,317,532
Adjustments to reconcile net loss to net cash      
Accounts payable 19,825 7,482  
Accounts payable - related party 1,500 1,500  
Accrued interest - related parties 7,261 6,481  
Accrued interest 5,172 5,128  
Net Cash Used by Operating Activities (5,895) (3,045)  
CASH FLOWS FROM INVESTING ACTIVITIES 0 0  
CASH FLOWS FROM FINANCING ACTIVITIES      
Proceeds from notes payable - related parties 5,850 3,000  
Net Cash Provided by Financing Activities 5,850 3,000  
DECREASE IN CASH AND CASH EQUIVALENTS (45) (45)  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 138 295  
CASH AND CASH EQUIVALENTS AT END OF PERIOD 93 250 $ 93
SUPPLEMENTAL DISCLOSURES      
Cash paid for interest 0 0  
Cash paid for income taxes $ 0 $ 0  
v3.24.1.1.u2
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2024
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 Company’s officers and directors.  The Company has 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 are condensed and 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 three months ended March 31, 2024 and 2023 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, 2023 audited financial statements.  The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full year.

v3.24.1.1.u2
NOTE 2 - RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 2 - RELATED PARTY TRANSACTIONS

NOTE 2 - RELATED PARTY TRANSACTIONS

 

Management Compensation - During the three months ended March 31, 2024 and 2023, 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 President $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 $1,500 during each of the three months ended March 31, 2024 and 2023, which is included in the general and administrative expenses on the statements of operations, of which $16,000 and $14,500 remains payable at March 31, 2024 and December 31, 2023, respectively.    

 

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 months ended March 31, 2024 and 2023 was $1,075 and $1,066, respectively, resulting in accrued interest of $26,231 and $25,156 at March 31, 2024 and December 31, 2023, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $43,250.  

 

On December 12, 2017, the Company entered into a promissory note with its President in the amount of $107,000.  On various dates from the origin of the note through December 31, 2023, the officer advanced the Company an additional $118,170, and the Company made payments of $20,686, resulting in the total note principal balance of $204,484 at December 31, 2023.  During the three months ended March 31, 2024 and 2023, the Company received an additional $5,850 and $3,000, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $210,334 at March 31, 2024.  The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum. Interest expense on the note for the three months ended March 31, 2024 and 2023 was $6,186 and $5,414, respectively, of which the Company repaid $-0- during the three months ended March 31, 2024, resulting in accrued interest totaling $79,436 and $73,250 at March 31, 2024 and December 31, 2023, respectively.

v3.24.1.1.u2
NOTE 6 - NOTES PAYABLE
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 6 - NOTES PAYABLE

NOTE 3 - 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 months ended March 31, 2024 and 2023 totaled $696 and $690, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $21,838 and $21,142, respectively. Principal balance due on the note at March 31, 2024 and December 31, 2023 was $35,000.

 

On August 15, 2018, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note was due on November 15, 2018, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $6,006 and $5,707, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

On November 15, 2018, the Company issued a promissory note in the principal amount of $20,000 to an unaffiliated lender. The Note was due on February 15, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $597 and $592, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $12,012 and $11,415, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $20,000.

 

On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note was due on December 31, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $895 and $888, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $18,017 and $17,122, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $30,000.

 

On January 23, 2019, the Company issued a promissory note in the principal amount of $50,000 to an unaffiliated lender. The Note was due on January 23, 2020, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $1,492 and $1,479, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $30,029 and $28,537, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $50,000.

 

On May 1, 2020, the Company issued a promissory note in the principal amount of $5,000 to an unaffiliated lender. The Note was due on May 1, 2021 and is now due on demand and carries an interest rate of 12% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $149 and $148, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $2,340 and $2,191, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $5,000.

 

On April 18, 2022, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on April 18, 2023 and carries an interest rate of 8% per annum. Interest expense for the three months ended March 31, 2024 and 2023 totaled $199 and $197, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $1,532 and $1,363, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

v3.24.1.1.u2
NOTE 4 - CONVERTIBLE NOTE PAYABLE
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 4 - CONVERTIBLE NOTE PAYABLE

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

On December 18, 2019, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum. The Note is 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 $2.00 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $4,000, which was amortized over the life of the promissory note.  At March 31, 2024 and December 31, 2023, the unamortized debt discount was $-0-, and the net convertible note balance was $10,000.  The amortization of debt discount was $-0- during the three months ended March 31, 2024 and March 31, 2023. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $3,529 and $3,231, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

On June 9, 2020, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum. The Note is 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 $2.50 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $6,200, which was amortized over the life of the promissory note.  At March 31, 2024 and December 31, 2023, the unamortized

debt discount was $- 0-, and the net convertible note balance was $10,000.  The amortization of debt discount was $-0- during the three months ended March 31, 2024 and 2023, respectively. Interest expense for the three months ended March 31, 2024 and 2023 totaled $249 and $247, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $3,810 and $3,562, respectively. Principal balance on the note at March 31, 2024 and December 31, 2023 was $10,000.

 

On August 3, 2020, the Company issued a convertible promissory note in the original principal amount of $15,000 to a lender. The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum. The Note is 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 $7.00 per share.  The Company did not recognize a beneficial conversion feature or debt discount as the conversion price was higher than the market price at the time of issuance of the note. Interest expense for the three months ended March 31, 2024 and 2023 totaled $298 and $296, respectively, resulting in accrued interest at March 31, 2024 and December 31, 2023 of $4,392 and $4,093. Principal balance on the note at March 31, 2024 and December 31, 2023 was $15,000.

v3.24.1.1.u2
NOTE 5 - EQUITY TRANSACTIONS
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 5 - EQUITY TRANSACTIONS

NOTE 5 – EQUITY TRANSACTIONS

 

The Company is authorized to issue 250,000,000 shares of common stock.  There were no equity transactions during the three months ended March 31, 2024 or 2023, resulting in 1,135,194 shares of common stock issued and outstanding at March 31, 2024 and December 31, 2023.

v3.24.1.1.u2
NOTE 6 - GOING CONCERN
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 6 - GOING CONCERN

NOTE 6 - GOING CONCERN

 

The accompanying unaudited condensed 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 $1,317,532 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.

v3.24.1.1.u2
NOTE 7 - LOSS PER SHARE
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 7 - LOSS PER SHARE

NOTE 7 - LOSS PER SHARE

 

The computation of basic loss per share is based on the weighted average number of shares outstanding during each period.  

 

The following data show the amounts used in computing loss per share for the three months ended:

 

 

March 31, 2024

 

March 31,

2023

 

 

 

 

 

Net loss (numerator)

$

(39,653)

$

(23,636)

Weighted average shares outstanding (denominator)

 

1,135,194

 

1,135,194

Basic and fully diluted net loss per share amount

$

(0.03)

$

(0.02)

 

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart.  For the three months ended March 31, 2024 and 2023, the inclusion of these shares on the statements of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive, and as such they are excluded.  

 

 

 

The following data show the fully diluted shares for the three months ended March 31, 2024 and 2023:

 

 

 

March 31,

 

2024

 

2023

 

 

 

 

 

Basic weighted average shares outstanding

 

1,135,194

 

1,135,194

Convertible debt

 

15,061

 

14,694

Total

 

1,150,255

 

1,149,888

v3.24.1.1.u2
NOTE 8 - SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2024
Notes  
NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 – 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 events requiring disclosure.

v3.24.1.1.u2
NOTE 7 - LOSS PER SHARE: Schedule of earnings per share (Tables)
3 Months Ended
Mar. 31, 2024
Tables/Schedules  
Schedule of earnings per share

 

 

March 31, 2024

 

March 31,

2023

 

 

 

 

 

Net loss (numerator)

$

(39,653)

$

(23,636)

Weighted average shares outstanding (denominator)

 

1,135,194

 

1,135,194

Basic and fully diluted net loss per share amount

$

(0.03)

$

(0.02)

v3.24.1.1.u2
NOTE 7 - LOSS PER SHARE: Schedule of fully diluted shares (Tables)
3 Months Ended
Mar. 31, 2024
Tables/Schedules  
Schedule of fully diluted shares

 

 

 

March 31,

 

2024

 

2023

 

 

 

 

 

Basic weighted average shares outstanding

 

1,135,194

 

1,135,194

Convertible debt

 

15,061

 

14,694

Total

 

1,150,255

 

1,149,888

v3.24.1.1.u2
NOTE 2 - RELATED PARTY TRANSACTIONS (Details) - USD ($)
3 Months Ended
Dec. 31, 2017
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Mar. 08, 2018
Dec. 12, 2017
Interest Expense, Operating and Nonoperating   $ 12,432 $ 11,609      
Director 1            
Operating Leases, Rent Expense   1,500 1,500      
Due to Related Parties, Current   16,000   $ 14,500    
Newly Affiliated Party            
Due to Related Parties, Current   26,231   25,156    
Debt Instrument, Face Amount         $ 43,250  
Debt Instrument, Interest Rate, Stated Percentage         10.00%  
Interest Expense, Operating and Nonoperating   1,075 1,066      
Long-Term Debt, Gross   43,250   43,250    
Sole Officer And Director            
Due to Related Parties, Current   $ 210,334   204,484    
Debt Instrument, Face Amount           $ 107,000
Debt Instrument, Interest Rate, Stated Percentage   12.00%        
Interest Expense, Operating and Nonoperating   $ 6,186 5,414      
Proceeds from Related Party Debt $ 118,170 5,850 $ 3,000      
Repayments of Related Party Debt $ 20,686          
Repayment of Notes Receivable from Related Parties   0        
Interest Payable, Current   $ 79,436   $ 73,250    
v3.24.1.1.u2
NOTE 6 - NOTES PAYABLE (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Apr. 18, 2022
May 01, 2020
Jan. 23, 2019
Dec. 31, 2018
Nov. 15, 2018
Aug. 15, 2018
Jun. 14, 2016
Interest Expense, Operating and Nonoperating $ 12,432 $ 11,609                
Promissory Note 1                    
Debt Instrument, Face Amount                   $ 35,000
Debt Instrument, Interest Rate, Stated Percentage                   8.00%
Interest Expense, Operating and Nonoperating 696 690                
Interest Payable, Current 21,838   $ 21,142              
Long-Term Debt, Gross 35,000   35,000              
Promissory Note 2                    
Debt Instrument, Face Amount                 $ 10,000  
Debt Instrument, Interest Rate, Stated Percentage                 12.00%  
Interest Expense, Operating and Nonoperating 298 296                
Interest Payable, Current 6,006   5,707              
Long-Term Debt, Gross 10,000   10,000              
Promissory Note 3                    
Debt Instrument, Face Amount               $ 20,000    
Debt Instrument, Interest Rate, Stated Percentage               12.00%    
Interest Expense, Operating and Nonoperating 597 592                
Interest Payable, Current 12,012   11,415              
Long-Term Debt, Gross 20,000   20,000              
Promissory Note 4                    
Debt Instrument, Face Amount             $ 30,000      
Debt Instrument, Interest Rate, Stated Percentage             12.00%      
Interest Expense, Operating and Nonoperating 895 888                
Interest Payable, Current 18,017   17,122              
Long-Term Debt, Gross 30,000   30,000              
Promissory Note 5                    
Debt Instrument, Face Amount           $ 50,000        
Debt Instrument, Interest Rate, Stated Percentage           12.00%        
Interest Expense, Operating and Nonoperating 1,492 1,479                
Interest Payable, Current 30,029   28,537              
Long-Term Debt, Gross 50,000   50,000              
Promissory Note 6                    
Debt Instrument, Face Amount         $ 5,000          
Debt Instrument, Interest Rate, Stated Percentage         12.00%          
Interest Expense, Operating and Nonoperating 149 148                
Interest Payable, Current 2,340   2,191              
Long-Term Debt, Gross 5,000   5,000              
Promissory Note 7                    
Debt Instrument, Face Amount       $ 10,000            
Debt Instrument, Interest Rate, Stated Percentage       8.00%            
Interest Expense, Operating and Nonoperating 199 $ 197                
Interest Payable, Current 1,532   1,363              
Long-Term Debt, Gross $ 10,000   $ 10,000              
v3.24.1.1.u2
NOTE 4 - CONVERTIBLE NOTE PAYABLE (Details) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Interest Expense, Operating and Nonoperating $ 12,432 $ 11,609  
A Lender      
Debt Instrument, Face Amount $ 10,000    
Debt Instrument, Payment Terms The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum    
Debt Instrument, Convertible, Terms of Conversion Feature The Note is 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 $2.00 per share    
Debt Instrument, Unamortized Discount $ 4,000    
Debt Instrument, Unamortized Discount, Current 0    
Amortization of Debt Discount (Premium) 0 0  
Interest Expense, Operating and Nonoperating 298 296  
Long-Term Debt, Gross 10,000   $ 10,000
A Lender (2)      
Debt Instrument, Face Amount $ 10,000    
Debt Instrument, Payment Terms The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum    
Debt Instrument, Convertible, Terms of Conversion Feature The Note is 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 $2.50 per share    
Debt Instrument, Unamortized Discount $ 6,200    
Debt Instrument, Unamortized Discount, Current     0
Amortization of Debt Discount (Premium) 0 0  
Interest Expense, Operating and Nonoperating 249 247  
Long-Term Debt, Gross 10,000   10,000
Interest Payable, Current 3,810   3,562
A Lender (3)      
Debt Instrument, Face Amount $ 15,000    
Debt Instrument, Payment Terms The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum    
Debt Instrument, Convertible, Terms of Conversion Feature The Note is 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 $7.00 per share    
Interest Expense, Operating and Nonoperating $ 298 $ 296  
Long-Term Debt, Gross 15,000   15,000
Interest Payable, Current $ 4,392   $ 4,093
v3.24.1.1.u2
NOTE 5 - EQUITY TRANSACTIONS (Details) - shares
Mar. 31, 2024
Dec. 31, 2023
Details    
Common Stock, Shares Authorized 250,000,000 250,000,000
Common Stock, Shares, Issued 1,135,194 1,135,194
Common Stock, Shares, Outstanding 1,135,194 1,135,194
v3.24.1.1.u2
NOTE 6 - GOING CONCERN (Details) - USD ($)
3 Months Ended 404 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Details      
NET LOSS $ (39,653) $ (23,636) $ 1,317,532
v3.24.1.1.u2
NOTE 7 - LOSS PER SHARE: Schedule of earnings per share (Details) - USD ($)
3 Months Ended 404 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Details      
NET LOSS $ (39,653) $ (23,636) $ 1,317,532
Weighted average shares outstanding (denominator) 1,135,194 1,135,194  
Basic and fully diluted net loss per share amount $ (0.03) $ (0.02)  
v3.24.1.1.u2
NOTE 7 - LOSS PER SHARE: Schedule of fully diluted shares (Details) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Details    
Basic weighted average shares outstanding 1,135,194 1,135,194
Convertible debt 15,061 14,694
Total 1,150,255 1,149,888

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