Item 1. Description of Business
General
Bioethics, Ltd., (the “Registrant” or the “Company”) is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.
History
The Company was incorporated in 1990 as a Nevada corporation. The Company has not yet generated any
significant revenues and is considered a development stage company.
Since its organization in 1990, the Company has not engaged in active business operations and its activities have consisted of its search for and evaluation of potential business opportunities for acquisition or participation by the Company. During this period, the Company has incurred limited operating expenses necessary to maintain its status as a corporation in good standing and has incurred expenses in connection with its search for and evaluation of potential business opportunities. Due to the lack of active operations and the Company’s stated purpose of seeking to acquire a currently unknown business opportunity, the Company may be classified as a “shell” company subject to all the risks of a new business together with the substantial risks associated with the search for and acquisition of business opportunities.
In May 1998, the Company sold 10,000,000 shares of its common stock in a private offering for an aggregate purchase price of $40,000. The shares sold represented approximately 91% of the issued and outstanding shares of the Company’s common stock and the transaction resulted in a change in control of the Company. In connection with the private offering, the former officers and directors of the Company resigned from their respective positions and Mark J. Cowan was appointed as the sole officer and director of the Company. Mr. Cowan purchased 2,500,000 shares of common stock in the private offering, which represented approximately 23% of the then issued and outstanding shares of the Company’s common stock.
In August 2009, Jed Beck was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and the sole director of the Company to fill the vacancies created by the resignation of Mark Cowan, who resigned from such positions to pursue other interests.
Business Plan
The Company intends to continue to seek, investigate and, if warranted, acquire an interest in a business opportunity. Management has not established any firm criteria with respect to the type of business with which the Company desires to become involved and will consider participating in a business enterprise in a variety of different industries or areas with no limitation as to the geographical location of the enterprise. The Company’s management will have unrestricted discretion in reviewing, analyzing, and ultimately selecting a business enterprise for acquisition or participation by the Company. It is anticipated that any enterprise ultimately selected will be selected by management based on its analysis and evaluation of the business and financial condition of the enterprise, as well as its business plan, potential for growth, and other factors, none of which can be anticipated to be controlling. If the Company is able to locate a suitable business enterprise, the decision to acquire or participate in the enterprise may be made by the Company’s board of directors without shareholder approval. Approval may also be obtained pursuant to the consent of a majority of the Company’s shareholders and, since the principal shareholders of the Company own approximately 47% of the Company’s outstanding shares, they would be able to approve any transaction with the affirmative vote of a limited number of additional shares. Further, it is anticipated that the acquisition of or participation in an enterprise may involve the issuance by the Company of a controlling interest in the Company which would dilute the respective equity interests of the Company’s shareholders and may also result in a reduction of the Company’s net tangible asset value per share.
The activities of the Company will continue to be subject to several significant risks which arise primarily as a result of the fact that the Company has no specific business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without the consent, vote, or approval of the Company’s shareholders. The risks faced by the Company are further increased as a result of its limited resources and its inability to provide a prospective business opportunity with a significant amount of capital. (See “Item 1A.
Item 1A. Risk Factors
Our financial statements contain a going concern qualification indicating that we do not have the necessary working capital for our planned activity which raises doubts about our ability to continue as a going concern.
The Company’s annual audited financial statements contain a going concern qualification indicating that the Company has incurred losses since inception, has no on-going operations and that these factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing except as described herein and there can be no assurance that the Company will be able to obtain the additional debt or equity capital required in order to continue its operations.
The Company is a “blank check” Company with no specified business plan and shareholders are unable to determine the future activities of the Company.
The business plan of the Company is to use its limited capital to search for, investigate, and acquire or participate in a business opportunity which has not yet been selected. A business opportunity will be selected by management, and management may select an opportunity without approval of the Company’s shareholders. Accordingly, shareholders are unable to determine the future activities of the Company and may have no opportunity to analyze the merits of any opportunity to be acquired by the Company. In addition, the Company has no employment contracts with members of management, no assurance can be given that the Company will continue to be managed by these people in the future, and it is likely that current management will resign at such time as a business opportunity is acquired.
The Company has little or no capital for use in locating, investigating and acquiring a business opportunity, which will prevent the Company from acquiring a business opportunity that has capital requirements greater than the Company’s resources.
As of December 31, 2009, the Company had a working capital deficit of $5,167 and is dependent on loans or contributions from stockholders or sales of common stock to obtain the capital required to continue its operations. However, even if additional funding is received, it is not anticipated that it will be in an amount that is adequate to permit the Company to undertake an elaborate or extensive search for business opportunities. This limited capital will prevent the Company from participating in any business opportunity which requires immediate additional capital and may make it difficult or impossible for the Company to locate a business opportunity.
The Company may issue a substantial number of additional shares in the future which could significantly dilute the ownership interest of current shareholders.
It is likely that the Company would acquire an interest in a business opportunity through a reverse merger or other business reorganization involving the issuance by the Company of additional shares of the Company’s Common Stock. It is also likely that the Company would issue a controlling interest to the shareholders of the acquired company in which event the ownership interest of current shareholders would be substantially diluted. The board of directors, acting without shareholder approval, has authority to issue all or any part of the authorized but unissued stock of the Company. Thus, the board of directors could issue up to 14,000,000 additional shares of Common Stock without shareholder approval. (See “Item 1. Business: Business Plan.”­­)
The Company has had no history of operations and shareholders are unable to effectively evaluate the Company for investment purposes because it has not begun operations and it has not selected or established a business model.
The Company was incorporated under the laws of the state of Nevada in 1990, and has had no operations or significant revenues from operations. The Company faces all of the risks inherent in any new business, together with those risks specifically inherent in the search for and acquisition of business opportunities.
There is a limited market for the Company’s common stock and there can be no assurance that even the limited market will continue in the future.
There is no established or active market for the Company’s common stock. The Company’s common stock is quoted on only a sporadic basis on the OTC Bulletin Board and no assurance can be given that the Company’s common stock will continue to be quoted on the OTC Bulletin Board, the Pink Sheets or any other trading medium. (See “Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”)
The three principal shareholders of the Company own approximately 47% of the Company’s common stock and may effectively be able to determine the policies and practices of the Company.
The three principal shareholders of the Company own approximately 47% of the Company’s issued and outstanding shares of common stock. As a result, they may effectively be able to control the management and policies of the Company.
Our stock is subject to special sales practice requirements that could have an adverse impact on any trading market that may develop for our stock.
Our stock is subject to special sales practice requirements applicable to “penny stocks” which are imposed on broker-dealers who sell low-priced securities of this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated to have an adverse impact on the market price for our stock if and when a trading market should develop. (See “Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”)
Item 2.
Item 2. Properties.
The Company’s offices are located at the residence of its sole officer and director at 1137 N. 120 W., American Fork, Utah 84003. Such space is provided to the Company without charge. The Company does not own or lease any other properties.
Item 3.
Item 3. Legal Proceedings.
The Company is not a party to any material legal proceedings and, to the best of its knowledge, no such legal proceedings have been threatened against it.
Part II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Company’s common stock is included on the OTC Bulletin Board under the symbol “BOTH.” However, there is currently no established or active trading market for the Company’s stock, and there can be no assurance that an established or active market for the Company’s stock will develop in the future.
The following table sets forth the high and low bid quotations for the Company’s common stock on the OTC Bulletin Board for each calendar quarter of 2009 and 2008, as provided by the OTC Bulletin Board.
High Bid
Low Bid
First Quarter
$ 0.31
$ 0.0
Second Quarter
0.10
0.0
Third Quarter
0.10
0.0
Fourth Quarter
0.11
0.0
First Quarter
$ 0.55
$ 0.51
Second Quarter
0.55
0.55
Third Quarter
0.55
0.55
Fourth Quarter
0.55
0.31
The foregoing quotations represent inter-dealer prices without retail mark-up, mark-down, or commission, and may not represent actual transactions.
On March 24, 2010, there were no published bid or asked quotations for the Company’s common stock on the OTC Bulletin Board.
At March 25, 2010, there were approximately 384 holders of record of the Company’s common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder.
No dividends have ever been paid on the Company’s securities, and the Company has no current plans to pay dividends in the foreseeable future.
Special Sales Practice Requirements with Regard to “Penny Stocks”
To protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred to as “penny stocks,” the SEC has adopted regulations that generally define a “penny stock” to be any equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions. Since the price of our stock is well below $5.00 per share, our stock is subject to the “penny stock” regulations. As a result, broker-dealers selling our common stock are subject to additional sales practices when they sell our stock to persons other than established clients and “accredited investors.” For transactions covered by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination, receive the purchaser’s written consent to the transaction and deliver a risk disclosure document relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative taking the order, current quotations for the securities and, if applicable, the fact that the broker-dealer is the sole market maker and the broker-dealer’s presumed control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Such “penny stock” rules may restrict trading in our common stock and may deter broker-dealers from effecting transactions in our common stock.
Equity Compensation Plans
The Company does not have in effect any compensation plans under which equity securities of the Company are authorized for issuance and the Company does not have any outstanding stock options.
Transfer Agent
Colonial Stock Transfer Co., Inc., 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111, telephone (801) 355-5740, serves as the transfer agent and registrar for our common stock.
Recent Sales of Unregistered Securities
We did not sell any unregistered securities during our 2009 fiscal year.
Issuer Purchases of Equity Securities
We have not adopted a stock repurchase plan and we did not purchase any shares of our equity securities during the 2009 fiscal year.
Item 6.
Item 6. Selected Financial Data
Because the Company is a Smaller Reporting Company, it is not required to respond to this Item.
Item 7.
Item 7. 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” and “Risk Factors.”)
The Company did not conduct any operations during its fiscal years ended December 31, 2009 or 2009, respectively, and has no assets other than cash. At December 31, 2009, the Company had cash in the amount of $3,257 as compared to cash at December 31, 2008 in the amount of $1,818. The increase in cash from 2008 to 2009 is the result of contributions to capital from a stockholder during the 2009 fiscal year in the aggregate amount of $17,776 that were used in part to pay expenses. At December 31, 2009, the Company had liabilities in the form of accounts payable in the amount of $8,424, as compared to liabilities in the form of accounts payable in the amount of $2,820 at December 31, 2008. As a result, the Company had a working capital deficit of $5,167 at December 31, 2009 as compared to a working capital deficit of $1,002 at December 31, 2008.
The Company did not generate revenues during its 2009 or 2009 fiscal years. The Company incurred general and administrative expenses of $21,941 during the year ended December 31, 2009 and $11,823 during the year ended December 31, 2008. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.
Net cash used by operating activities was $16,337 for the 2009 fiscal year resulting primarily from the net loss of $21,941 partially offset by a $5,604 increase in accounts payable. Net cash used by operating activities was $10,709 during the 2008 fiscal year resulting primarily from the net loss of $11,823 partially offset by a $1,114 increase in accounts payable.
No cash was provided or used by investing activities during the 2009 or 2008 fiscal years.
Net cash provided by financing activities was $17,776 for year ended December 31, 2009 as a result of a stockholder’s contribution to capital. Net cash provided by financing activities was $0 during the year ended December 31, 2008.
Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans or contributions from its shareholders in order to pay its operating costs. During the year ended December 31, 2009, a shareholder of the Company contributed $17,776 to the Company. However, as of December 31, 2009, such amounts had been spent, the Company’s current liabilities exceeded its current assets by $5,167 and the Company required additional contributions to capital, loans or proceeds from sales of its common stock in order to continue its operations. During January 2010, the Company borrowed $25,000 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 Company’s costs of operation for at least the next six months unless the holder of the note demands repayment. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will also 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.
Critical Accounting Policies
Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor’s understanding of the Company’s financial and operating status.
Recent Accounting Pronouncements
The Company has not adopted any new accounting policies that would have a material impact on the Company’s financial condition, changes in financial conditions or results of operations.
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.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Because the Company is a Smaller Reporting Company, it is not required to respond to this Item.
Item 8.
Item 8. Financial Statements
The following financial statements are being filed with this report and are located immediately following the signature page.
Financial Statements, December 31, 2009
Report of Independent Registered Public Accounting Firm
Balance Sheets, December 31, 2009 and 2008
Statements of Operations for the years ended December 31, 2009 and 2008 and from inception on July 26, 1990
through December 31, 2009
Statement of Stockholders’ Equity (Deficit) from inception on July 26, 1990 through December 31, 2009
Statements of Cash Flows, for the years ended December 31, 2009 and 2008 and from inception on July 26, 1990
through December 31, 2009
Notes to Financial Statements
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A(T).
Item 9A(T). 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 December 31, 2009, 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 December 31, 2009 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 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.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. 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 of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our Chief Executive Officer/Chief Financial Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this evaluation, our management used the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management, with the participation of our Chief Executive Officer/Chief Financial Officer concluded that as of December 31, 2009, the Company’s internal control over financial reporting was effective.
In conducting its evaluation, our Chief Executive Officer/Chief Financial Officer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, and that such person is also the sole member of the Company’s board of directors, which does not allow for segregation of duties or provide oversight by a board of directors with members other than the sole officer of the Company. The Chief Executive Officer/Chief Financial Officer believes the weakness is mitigated by the Company’s status as a shell company with no significant assets or liabilities, no business operations, a limited number of transactions each year, and the preparation of quarterly financial statements by an independent accounting firm. As such, our Chief Executive Officer/Chief Financial Officer does not believe the weakness has a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report or that the weakness constitutes a material weakness such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or deterred on a timely basis.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
Part III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The following table indicates the name, age, term of office and position held by each of our officers and directors. The term of office for each officer position is for one year or until his or her successor is duly elected and qualified by the board of directors. The term of office for a director is for one year or until his or her successor is duly elected and qualified by the stockholders.
Name
Age
Term
Of
Office
Positions Held
Jed Beck
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
Certain biographical information with respect to the Company’s sole officer and director is set forth below.
Jed Beck is and has since March 2008 been a business development manager at the Salt Lake City office of Rinchem, Inc., a chemical management solutions company with headquarters in Albuquerque, New Mexico. From March 2007 through February 2008, Mr. Beck was a territory account manager for Rinchem, Inc. in Albuquerque, New Mexico. From May 2004 to March 2006, Mr. Beck was a student at Brigham Young University. From November 2004 through March 2007, Mr. Beck was also a Superintendent for Furst Construction in Salt Lake City, Utah. Mr. Beck received his Bachelor of Arts degree in Communications from Brigham Young University in 2006.
Director Meetings and Stockholder Meeting Attendance
The Board of Directors held no formal meetings during 2009, and took action by unanimous written consents in lieu of meetings. Our policy is to encourage, but not require, members of the Board of Directors to attend annual stockholder meetings. We did not have an annual stockholder meeting during the prior year.
Board of Directors
Our board of directors consists of one person; Jed Beck. Our sole director is not “independent” within the meaning of Rule 4200(a)(15) of the NASDAQ Marketplace because he is an officer of the Company.
Our board of directors has not appointed any standing committees, there is no separately designated audit committee and the entire board of directors acts as our audit committee. The board of directors does not have an independent “financial expert” because it does not believe the scope of the Company’s activities to date has justified the expenses involved in obtaining such a financial expert. In addition, our securities are not listed on a national exchange and we are not subject to the special corporate governance requirements of any such exchange.
The Company does not have a compensation committee and does not pay any compensation to its sole officer and director.
The Company does not have a standing nominating committee and the Company’s Board of Directors performs the functions that would customarily be performed by a nominating committee. The Board of Directors does not believe a separate nominating committee is required at this time due to the Company’s lack of business operations and the limited resources of the Company which do not permit it to compensate its directors. The Board of Directors has not established policies with regard to the consideration of director candidates recommended by security holders or the minimum qualifications of such candidates.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company does not have a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. As a result, no reports are required to be filed pursuant to Section 16(a) of the Exchange Act by the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities.
Code of Ethics
The Company has not adopted a Code of Ethics that applies to its executive officers, including its principal executive, financial and accounting officers. The Company does not believe the adoption of a code of ethics at this time would provide any meaningful additional protection to the Company because the Company has no employees, has only one officer, who is also the sole director, and the Company does not conduct any active business operations.
Item 11.
Item 11. Executive Compensation
During the 2009 fiscal year Mark J. Cowan resigned from his positions as the sole officer and director of the Company and Jed Beck was appointed to such positions. Mr. Cowan did not receive any compensation, and Mr. Beck does not currently receive any compensation, from the Company. The Company has not paid any compensation to any officer during the past three years nor has the Company granted any stock options or restricted stock to its officers during the past three years.
The Company has no retirement, pension, profit sharing, or insurance or medical reimbursement plans covering its officers or directors, and is not contemplating implementing any of these plans at this time.
The Company’s directors do not receive any compensation for serving as directors of the Company and no compensation was paid to the Company’s directors during the 2009 or 2008 fiscal years.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth as of March 25, 2010, the number of shares of the Company’s common stock, par value $0.001, owned of record or beneficially by each person known to be the beneficial owner of 5% or more of the issued and outstanding shares of the Company’s common stock, and by each of the Company’s officers and directors, and by all officers and directors as a group. On such date there were 11,000,000 shares of the Company’s common stock issued and outstanding.
(1) Unless otherwise indicated, all shares are held beneficially and of record by the person indicated.
(2) The address of Mark J. Cowan is 8092 Juniper Court, South Weber, Utah 84405.
(3) The address of Angela Torp is 7070 D Breakneck Circle, Ft. Stewart, Georgia 31315.
(4) The address of Windsor Development is 2522 Alice Drive, West Jordan, Utah 84084.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Company’s offices are located at the residence of its president at no charge to the Company.
During January 2010, the Company borrowed $25,000 from a shareholder of the Company, which loan is evidenced by a promissory note that is due on demand and bears interest at the rate of 6% per annum.
During the year ended December 31, 2009, a shareholder of the Company contributed $17,776 to the Company’s capital.
Item 14.
Item 14. Principal Accountant Fees and Services
Pritchett, Siler & Hardy, P.C. served as the Company’s independent accountants for the fiscal years ended December 31, 2009 and 2008.
During the fiscal years ended December 31, 2009 and 2008, fees for services provided by Pritchett, Siler & Hardy, P.C. were as follows:
“Audit Fees” consisted of fees billed for services rendered for the audit of the Company’s annual financial statements, review of financial statements included in the Company’s quarterly reports on Form 10-Q, and other services normally provided in connection with statutory and regulatory filings. “Audit-Related Fees” consisted of fees billed for due diligence procedures in connection with acquisitions and divestitures and consultation regarding financial accounting and reporting matters. “Tax Fees” consisted of fees billed for tax payment planning and tax preparation services. “All Other Fees” consisted of fees billed for services in connection with legal matters and technical accounting research.
The Company’s Board of Directors functions as its audit committee. It is the policy of the Company for all work performed by our principal accountant to be approved in advance by the Board of Directors. All of the services described above in this Item 14 were approved in advance by our Board of Directors.
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
The following documents are included as exhibits to this report.
(a) Exhibits
Exhibit
Number
SEC Reference Number
Title of Document
Location
3.1
Articles of Incorporation
Incorporated by Reference*
3.2
Bylaws
Incorporated by Reference*
31.1
Section 302 Certification of Chief Executive and Chief Financial Officer
This Filing
32.1
Section 1350 Certification of Chief Executive and Chief Financial Officer
This Filing
*Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’ 2003 Form 10-KSB report, filed March 30, 2004.
[Signatures Appear on Following Page]
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
Date: March 29, 2010
By /s/ Jed Beck
Jed Beck
President, Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 29, 2010
By /s/ Jed Beck
Jed Beck
President, Chief Executive Officer, Chief Financial
Officer and Director
(Principal Executive and Accounting Officer)
BIOETHICS, LTD.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 2009
- -
- -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Bioethics, Ltd.
American Fork, Utah
We have audited the accompanying balance sheets of Bioethics, Ltd. [a development stage company] as of December 31, 2009 and 2008 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2009 and for the period from inception on July 26, 1990 through December 31, 2009. Bioethics, Ltd.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bioethics, Ltd. as of December 31, 2009 and 2008 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 and for the period from inception on July 26, 1990 through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming Bioethics, Ltd. will continue as a going concern. As discussed in Note 6 to the financial statements, Bioethics, Ltd. has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/ PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
March 29,
- -
- -
- -
BIOETHICS, LTD.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON JULY 26, 1990
THROUGH DECEMBER 31, 2009
[Continued]
- -
BIOETHICS, LTD.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM THE DATE OF INCEPTION ON JULY 26, 1990
THROUGH DECEMBER 31, 2009
[Continued]
The accompanying notes are an integral part of these financial statements.
- -
- -
BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO 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 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.
Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.
Income Taxes - The Company accounts for income taxes in accordance with ASC Topic No. 740, “Accounting for Income Taxes” [See Note 3].
The Company adopted the provisions of ASC Topic No. 740, “Accounting for Income Taxes”, on January 1, 2007. As a result of the implementation of ASC Topic No. 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax positions at December 31, 2009 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31, 2009 and 2008, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2009, and 2008.
Loss Per Share - The computation of loss per share is based on the weighted average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share” [See Note 7].
Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimated.
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BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Enacted Accounting Standards - In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-11 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
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 [See Note 5].
Capital Contribution - During the year ended December 31, 2009, a shareholder of the Company contributed $17,776 to the Company.
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.
The Company adopted the provisions of ASC Topic 740, Accounting for Uncertainty in Income Taxes, on January 1, 2007. As result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
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BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES (CONTINUED)
The Company has no tax provisions at December 31, 2009 and 2008, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2009 and 2008, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2009 and December 31, 2008.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss (NOL) and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net deferred tax assets (liabilities) consist of the following components as of December 31, 2009 and 2008:
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended December 31, 2009 and 2008 due to the following:
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BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES (CONTINUED)
At December 31, 2009, the Company had net operating loss carryforwards of approximately $107,700 that may be offset against future taxable income from the year 2009 through 2029. No tax benefit has been reported in the December 31, 2009 or 2008 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the years ended December 2009 and 2008, 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.
Capital Contribution - During the year ended December 31, 2009, a shareholder of the Company contributed $17,776 to the Company.
NOTE 5 - CHANGES IN CONTROL
In May 1998, the Company raised $40,000 through the sale of 10,000,000 shares of common stock. The shares sold represented approximately ninety-one percent (91%) of the outstanding shares of common stock of the Company resulting in a change in control of the Company. The proceeds from the stock sale have been used to pay for legal and accounting fees and for management to search for possible business opportunities. The former officers and directors of the Company resigned and an individual holding approximately 23% of the outstanding common stock was appointed as the sole officer and director of the Company.
During 2009 the sole officer and director resigned and a new sole officer and director was appointed.
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 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.
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BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - 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 8 - SUBSEQUENT EVENTS
In January 2010, the Company signed a $25,000 note payable with an officer of the Company. The note is due on demand and accrues interest at 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.
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