NOTES TO FINANCIAL STATEMENTS
December 31, 2018
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 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.
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.
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.
Recently Enacted Accounting Standards - 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.
Fixed Assets - Property and equipment are recorded at cost. Maintenance and repair costs are charged to expense as incurred, and renewals and improvements that extend the useful life of assets are capitalized. Depreciation on property and equipment is computed using the straight-line method over the assets' estimated useful lives.
The Companys only fixed asset is computer equipment acquired in 2016 with a cost of $1,429 that is depreciated over a useful life of five years. Depreciation expense was $286 and $286 during the years ended December 31, 2018 and 2017, respectively, resulting in net fixed assets of $798 and $1,083 at December 31, 2018 and 2017, respectively.
NOTE 2 - PREPAID EXPENSES
In July 2017, the Company paid $6,000 in professional service fees to be rendered through February 2018, resulting in an expense of $2,000 and $4,000 during the years ended December 31, 2018 and 2017, respectively. The prepaid expense balance was $-0- and $2,000 at December 31, 2018 and 2017, respectively.
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 a result of the implementation of ASC Topic 740, the Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax provisions at December 31, 2018 and 2017, for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
F-7
BIOETHICS, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the periods ended December 31, 2018 and 2017, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2018 and 2017.
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.
The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts and Jobs Act. The schedules below reflect the Federal tax provision and valuation allowance using the new rates adjusted in the period of enactment.
Net deferred tax assets (liabilities) consist of the following components as of December 31, 2018 and 2017:
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2018
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2017
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Deferred tax assets:
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|
|
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NOL Carryover
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$
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152,000
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|
104,000
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Extinguishment of debt with shares
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28,000
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28,000
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Valuation allowance
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(180,000)
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(132,000)
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|
|
|
|
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Net deferred tax asset
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$
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-
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$
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-
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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, 2018 and 2017 due to the following:
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| |
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2018
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2017
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|
|
|
|
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Book Loss (21% and 15% statutory rate)
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$
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(15,000)
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$
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(9,600)
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Impact of newly-enacted rates on deferred tax assets and valuation allowance
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|
(33,000)
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(29,400)
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Change in valuation allowance
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48,000
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39,000
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|
|
|
|
|
Tax at effective rate
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$
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-
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$
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-
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At December 31, 2018, the Company had net operating loss carryforwards of approximately $757,993 that may be offset against future taxable income from the year 2019 through 2038. No tax benefit has been reported in the December 31, 2018 or 2017 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. There is no provision for state taxes, since the Companys operations have been limited to administrative expenses and fund-raising in the state of its incorporation (Nevada) which has no income tax.
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. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2018, 2017 and 2016.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - For the years ended December 2018 and 2017, the Company did not pay any compensation to its officers and directors.
F-8
BIOETHICS, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
Office Space Beginning August 2017, the Company entered into an oral agreement to pay the Companys sole director $500 per month as payment for use of his personal residence as the Companys office and mailing address. The Company has recorded rent expense of $6,000 and $2,500 during the years ended December 31, 2018 and 2017, respectively, which is included in the general and administrative expenses on the statements of operations, of which $1,500 and $500 remains payable at December 31, 2018 and 2017, respectively.
Notes Payable - In December 2014, the Company borrowed $25,000 from the majority stockholder of the Company pursuant to an unsecured promissory note, which was due on demand and accrued interest at 12% per annum. Accrued interest and interest expense as of and for the year ended December 31, 2017 was $8,250 and $3,000, respectively. On March 9, 2018 the Company paid the outstanding principal amount of $25,000 and accrued interest of $8,250.
Notes Payable - In December 2017, the Company borrowed $107,000 from its sole officer and director pursuant to an unsecured promissory note. On various dates during 2018, the officer advanced the Company an additional $5,670, resulting in total note principal balances of $112,670 and $107,000 at December 31, 2018 and 2017, respectively. The cumulative note balance is uncollateralized, due on demand, and accrues interest at 12% per annum. Interest expense on the note for the years ended December 31, 2018 and 2017 was $13,177 and $668, respectively. During the year ended 2018, interest in the amount of $5,000 was paid on the note. Accrued interest on the note totaled $8,845 and $668 at December 31, 2018 and 2017, respectively.
Notes Payable - On March 8, 2018 the Company entered into a promissory note with an affiliated party in the amount of $43,250. The note is payable on demand and carries interest at 10% per annum. Accrued interest and interest expense as of and for the year ended December 31, 2018 was $2,825, and $2,825, respectively. Principal balance on the note at December 31, 2018 and 2017 was $43,250 and $0, respectively.
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception and has no on-going operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, additional sales of its common stock or through a possible business combination. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 7 - LOSS PER SHARE
The following data show the amounts used in computing loss per share:
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December 31,
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2018
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2017
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|
|
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Net loss (numerator)
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$
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(73,539)
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$
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(64,223)
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Weighted average shares outstanding (denominator)
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30,561,644
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116,000,000
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Basic and fully diluted net loss per share amount
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$
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(0.00)
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$
|
(0.00)
|
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, and any such items would have an anti-dilutive effect due to the Companys continuing losses.
NOTE 8 NOTE 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 years ended December 31, 2018 and 2017 totaled $2,800 and $2,800, respectively, resulting in accrued interest at December 31, 2018 and 2017 of $7,134 and $4,334, respectively. Principal balance on the note at December 31, 2018 and 2017 was $35,000.
F-9
BIOETHICS, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2018
On August 15, 2018, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on November 15, 2018 and carries an interest rate of 12% per annum. Accrued interest and interest expense as of and for the year ended December 31, 2018 was $454, and $454, respectively. Principal balance on the note at December 31, 2018 and 2017 was $10,000 and $0, respectively.
On November 15, 2018, the Company issued a promissory note in the principal amount of $20,000 to an unaffiliated lender. The Note is due on February 15, 2019 and carries an interest rate of 12% per annum. Accrued interest and interest expense as of and for the year ended December 31, 2018 was $302, and $302, respectively. Principal balance on the note at December 31, 2018 and 2017 was $20,000 and $0, respectively.
On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note is due on December 31, 2019 and carries an interest rate of 12% per annum. Accrued interest and interest expense as of and for the year ended December 31, 2018 was $-0-, and $-0-, respectively. Principal balance on the note at December 31, 2018 and 2017 was $30,000 and $0, respectively.
NOTE 9 CONVERTIBLE NOTE PAYABLE
On July 25, 2015, the Company issued a convertible promissory note in the original principal amount of $100,000 to a lender. The Note was due on demand at any time after July 31, 2016 and carried an interest rate of 10% per annum. The Note was 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 $0.25 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $100,000, which was amortized over the life of the promissory note. At December 31, 2016, the unamortized debt discount was $-0- and the net convertible note balance was $100,000. During the year ended December 31, 2017, the principal amount was repaid by the Company along with accrued interest in the amount of $23,890. Interest expense was $9,534 year ended December 31, 2017.
NOTE 10 EQUITY TRANSACTIONS
On February 20, 2018, the Company filed a designation statement with the State of Nevada designating the 2017 Series A Preferred Stock, authorized December 12, 2017, consisting of 12,500,000 shares of the Companys previously authorized but unissued shares of Preferred Stock. The designation statement was withdrawn the next day. The authorization and issuance of the 10,700,000 shares of the Companys Series A Preferred Stock which was previously reported in a Form 8-K dated December 12, 2017, was withdrawn. As a result, $107,000 in shareholder loans that were cancelled in exchange for the issuance of the Series A Preferred Stock were reinstated at December 31, 2017.
On March 9, 2018, the Company repurchased 105,000,000 shares of its outstanding common stock (the Control Shares) held by Bradly Petersen (Mr. Petersen), for cash of $10,000. As a result of this transaction, Mr. Petersen no longer holds any interest in the Company, and the Control shares have been cancelled so that there are now 11,000,000 issued and outstanding shares of Common Stock.
NOTE 11 SUBSEQUENT EVENTS
On January 23, 2019, the Company issued a promissory note in the principal amount of $50,000 to an unaffiliated lender. The Note is due on January 23, 2020 and carries an interest rate of 12% per annum.
F-10