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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________________ to ______________________________
Commission File Number 33-55254-41
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
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.
Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes X . No .
As of August 10, 2012, the issuer had outstanding 11,000,000 shares of common stock, par value $0.001.
FOR THE QUARTER ENDED JUNE 30, 2012
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
[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 ASC Topic No. 915. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of, and at the complete discretion of, the Companys officers and directors. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.
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, 2012 and 2011 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 Companys December 31, 2011 audited financial statements. The results of operations for the periods ended June 30, 2012 and 2011 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 years 2005 to 2009, the Company received a total of $62,776 in shareholder contributions.
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation - During the six months ended June 30, 2012 and 2011, 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.
Notes Payable - In January 2010, the Company borrowed $25,000 from a stockholder of the Company pursuant to an unsecured promissory note. In May and June 2011, the Company borrowed $5,000 and $20,000 from a stockholder of the Company pursuant to unsecured promissory notes. Such notes are due on demand and accrue interest at 6% per annum. At June 30, 2012 accrued interest on such notes was $5,226.
[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 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 5 - LOSS PER SHARE
The following data show the amounts used in computing loss per share:
Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.
NOTE 6 SUBSEQUENT EVENTS
During July 2012, the Company borrowed $20,000 from a stockholder pursuant to a demand note bearing interest at the rate of 6% per annum.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional events to disclose.
Item 2. Managements 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 and Risk Factors.)
This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Companys 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.
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 Companys 2011 audited financial statements addresses an uncertainty about the Companys 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 Companys ability to continue as a going concern. At June 30, 2012, the Company had a working capital deficit of $58,405 and a stockholders deficit of $58,405. The Company incurred net losses of $4,116 for the three months ended June 30, 2012 and $11,664 for the six months ended June 30, 2012. 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 and Six Month Periods ended June 30, 2012 Compared to the Three and Six Month Periods ended June 30, 2011
The Company did not conduct any operations during its fiscal quarters ended June 30, 2012 or 2011, respectively, and had no assets other than cash. At June 30, 2012, the Company had cash in the amount of $0 as compared to cash at December 31, 2011 in the amount of $6,989. The decrease in cash is the result of the payment of expenses. At June 30, 2012, the Company had total current liabilities of $58,405, consisting of a bank overdraft of $382, accounts payable of $2,797, accrued interest payable - stockholder of $5,226 and notes payable stockholder of $50,000, as compared to total current liabilities of $53,730 at December 31, 2011 consisting of accrued interest payable stockholder of $3,730 and notes payable - stockholder of $50,000. The Company had a working capital deficit of $58,405 at June 30, 2012 as compared to a working capital deficit of $46,741 at December 31, 2011.
The Company did not generate revenues during the first or second fiscal quarters of 2012 or 2011. The Company incurred general and administrative expenses of $3,368 during the three months ended June 30, 2012 as compared to $3,180 during the three months ended June 30, 2011. The Company incurred general and administrative expenses of $10,168 during the six months ended June 30, 2012 as compared to $9,485 during the six months ended June 30, 2011. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Companys corporate status.
The Company incurred a net loss of $4,116 during the three months ended June 30, 2012 as compared to a net loss of $3,597 during the three months ended June 30, 2011 with the difference being attributable to increases in general and administrative expenses and interest expense during 2012. The Company incurred a net loss of $11,664 during the six months ended June 30, 2012 as compared to a net loss of $10,272 during the six months ended June 30, 2011 with the difference also being attributable to increases in general and administrative expenses and interest expense during 2012.
Net cash used by operating activities was $7,371 for the six months ended June 30, 2012 resulting primarily from the net loss of $11,664, a $2,797 increase in accounts payable and a $1,496 increase in accrued interest. Net cash used by operating activities was $6,480 during the six months ended June 30, 2011 resulting primarily from the net loss of $10,272 partially offset by a $3,005 increase in accounts payable and a $787 increase in accrued interest.
No cash was provided or used by investing activities during the first six months of 2012 or 2011.
Net cash provided by financing activities during the six months ended June 30, 2012 was $382 as a result of a bank overdraft. Net cash provided by financing activities during the six months ended June 30, 2011 was $25,000 as a result of demand loans from a stockholder which bear interest at 6% per annum.
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. During May and June 2011 the Company borrowed $25,000 from a stockholder pursuant to unsecured demand notes bearing interest at the rate of 6% per annum, however, as of June 30, 2012, the Company had expended all of such funds, it had no cash or other current assets and its liabilities exceeded its assets by $58,405. During July 2012, the Company borrowed $20,000 from a stockholder pursuant to a demand note bearing interest at the rate of 6% per annum. It is anticipated that the proceeds from such loan will be sufficient to pay the Companys costs of operation for at least the next six months unless the holder of the note should demand repayment. 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 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 investors understanding of the Companys financial and operating status.
Recent Accounting Pronouncements
The Company has not adopted any new accounting policies that would have a material impact on the Companys financial condition, changes in financial condition 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.
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 June 30, 2012, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer, who is our sole officer and director, concluded that our disclosure controls and procedures as of June 30, 2012 were 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 SECs 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.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
In connection with an evaluation of the effectiveness of the Companys internal control over financial reporting as of December 31, 2011, using the COSO framework, our management, with the participation of our Chief Executive Officer/Chief Financial Officer identified a weakness in the Companys internal control, which arises from the fact that the Companys principal executive and principal financial officers are the same person, which does not allow for segregation of duties. Our management believes the materiality of this weakness is mitigated by the Companys status as a shell company with no significant assets or liabilities, no business operations and a limited number of transactions each year, and that the weakness does not have a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report.
Part IIOTHER 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.
See the risk factors described in Item 1A of the Companys annual report on Form 10-K for the fiscal year ended December 31, 2011.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
The following documents are included as exhibits to this report:
*Incorporated by reference to Exhibits 3(i) and 3(ii) of the Companys 2003 Form 10-KSB report, filed March 30, 2004.
**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.
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.