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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Bioethics Ltd (PK) | USOTC:BOTH | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.51 | 0.5101 | 2.75 | 0.00 | 14:30:21 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2020
Commission File Number 33-55254-41
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BIOETHICS, LTD. |
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(Exact name of registrant as specified in charter) |
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NV |
87-0485312 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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1661 Lakeview Circle |
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Ogden, Utah |
84403 |
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(Address of principal executive offices) |
(Zip Code) |
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(801) 399-3632 |
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(Issuer’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes . No X .
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes . No X .
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K .
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer x
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Smaller Reporting Company ☒ Emerging growth company ☐ |
Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☒. No .
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The Company is a “shell” company and its common stock trades sporadically in the over-the-counter market and no active trading market exists. As of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the outstanding shares of the registrant's common stock held by non-affiliates was $484,449, based upon a closing price of $0.51 per common share, as calculated prior to the November 2, 2020 1 share for 10 shares reverse stock split.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes . No .
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of April 13, 2021, there were 1,135,194 shares of the issuer’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 2016).
None
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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. These uncertainties and other factors include but are not limited to: the ability of the Company to locate a business opportunity for acquisition or participation by the Company; the terms of the Company’s acquisition of or participation in a business opportunity; and the operating and financial performance of any business opportunity following its acquisition or participation by the Company. 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.
Part I
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.
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. Please see Item 9B. Other Information “Unwind and Rescission of Transaction.”
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 stockholder approval. Approval may also be obtained pursuant to the consent of a majority of the Company’s stockholders. 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 stockholders 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 stockholders. 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 additional capital.
Although management believes that it is in the best interest of the Company to acquire or participate in a business enterprise, there is no assurance that the Company will be able to locate a business enterprise which management believes is suitable for acquisition or participation by the Company or that if an enterprise is located, it can be acquired on terms acceptable to the Company. Similarly, there can be no assurance that if any business opportunity is acquired, it will perform in accordance with management’s expectations or result in any profit to the Company or appreciation in the market price for the Company’s shares.
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If business opportunities become available, the selection of an opportunity in which to participate will be complex and extremely risky and may be made on management’s analysis of the quality of the other company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and numerous other factors which are difficult, if not impossible to analyze through the application of any objective criteria. There is no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its stockholders.
It is anticipated that business opportunities may be introduced to the Company from a variety of sources, including its officers and directors, and his business and social contacts, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the franchise community, and others who may present unsolicited proposals.
The Company will not restrict its search to any particular business, industry, or geographical location. The Company may enter into a business or opportunity involving a “start-up” or new company or an established business. It is impossible to predict the status of any business in which the Company may become engaged.
The period within which the Company may participate in a business opportunity cannot be predicted and will depend on circumstances beyond the Company’s control, including the availability of business opportunities, the time required for the Company to complete its investigation and analysis of prospective business opportunities, the time required to prepare the appropriate documents and agreements providing for the Company’s participation, and other circumstances.
It is impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed, and, on the basis of that review, the legal structure or method deemed by management to be most suitable will be selected. The structure may include, but is not limited to, mergers, reorganizations, leases, purchase and sale agreements, licenses, joint ventures, and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization. Implementing the structure may require the merger, consolidation, or reorganization of the Company with other corporations or forms of business organization, and there is no assurance that the Company would be the surviving entity. In addition, the current stockholders of the Company may not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of the transaction, all or a majority of the Company’s directors may resign, and new directors may be appointed without any vote by the stockholders.
The Company will most likely acquire a business opportunity by issuing shares of the Company’s common stock to the owners of the business opportunity. Although the terms of the transaction cannot be predicted, in many instances the business opportunity entity will require that the transaction by which the Company acquires its participation be “tax-free” under Sections 351 or 368 of the Internal Revenue Code of 1986 (the “Code”). It is anticipated that any business opportunity acquisition will result in substantial additional dilution to the equity of those who were stockholders of the Company prior to the acquisition.
Notwithstanding the fact that the Company is technically the acquiring entity in the foregoing circumstances, generally accepted accounting principles will ordinarily require that the transaction be accounted for as if the Company had been acquired by the other entity owning the business venture or opportunity and, therefore, will not permit a write up in the carrying value of the assets of the other company.
It is anticipated that securities issued in a transaction of this type would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated or under certain conditions or at specified times thereafter. The issuance of a substantial number of additional securities and their potential sale into any trading market which may develop in the Company’s common stock may have a depressive effect on the market price for the Company’s common stock.
The Company will participate in a business opportunity only after the negotiation and execution of a written agreement. Although the terms of the agreement cannot be predicted, generally the agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to the closing, set forth remedies on default, and include miscellaneous other terms.
It is emphasized that management of the Company has broad discretion in determining the manner by which the Company will participate in a prospective business opportunity and may enter into transactions having a potentially adverse impact on the current stockholders in that their percentage ownership in the Company may be reduced without any increase in the value of their investment or that the business opportunity in which the Company acquires an interest may ultimately prove to be unprofitable. The transaction may be consummated without being submitted to the stockholders of the Company for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by the board of directors to seek the stockholders’ advice or consent or because of a requirement to do so by state law.
The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments may require substantial management time and attention and substantial costs for accountants,
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attorneys, and others. If a decision is made not to participate in a specific business opportunity, the costs previously incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.
The Company’s operations following its acquisition of an interest in a business opportunity will be dependent on the nature of the opportunity and interest acquired. The specific risks of a given business opportunity cannot be predicted at the present time.
The Company is not registered and does not propose to register as an “investment company” under the Investment Company Act of 1940 (the “Investment Act”). The Company intends to conduct its activities so as to avoid being classified as an “investment company” under the Investment Act and, therefore, to avoid application of the registration and other provisions of the Investment Company Act and the related regulations.
Regulation
It is impossible to predict what government regulation the Company may be subject to until it has acquired an interest in a business opportunity. The use of assets and/or conduct of businesses which the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business opportunity to acquire, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects of government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation.
Competition
The Company encounters substantial competition in its efforts to locate a business opportunity. The primary competition for desirable investments comes from investment bankers, business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small business investment companies, other shell companies, and wealthy individuals. Most of these entities have significantly greater experience, resources, and managerial capabilities than the Company and are in a better position than the Company to obtain access to attractive business opportunities.
Facilities
The Company’s offices are located at 1661 Lakeview Circle, Ogden, Utah 84403. 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.
Employees
The Company has no employees, and its business and affairs are handled by its President who provides services to the Company on an as needed basis, without compensation. Management of the Company may engage consultants, attorneys, and accountants on an as needed basis, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities.
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Item 1A. Risk Factors
Not Applicable. The Company is a “smaller reporting company.”
Item 1B. Unresolved Staff Comments.
Not Applicable. The Company is a “smaller reporting company.”
Item 2. Properties.
The Company’s offices are located at the residence of an officer at 1661 Lakeview Circle, Ogden, Utah 84403. 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 does not own or lease any other properties. Please see Item 9B. Other Information “Unwind and Rescission of Transaction.”
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.
Item 4. Mine Safety Disclosures.
Not Applicable.
Part II
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 Pink Marketplace under the symbol “BOTH.” On April 5, 2021, the published closing price was $1.26 for the Company’s common stock on the OTC Pink Marketplace.
At December 31, 2020, 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 stockholder.
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
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Transfer Agent
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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
None. Please see Item 9B. Other Information “Unwind and Rescission of Transaction.”
Issuer Purchases of Equity Securities
Please see Item 9B. Other Information “Unwind and Rescission of Transaction.” We have not adopted a stock repurchase plan and we did not purchase any shares of our equity securities during the 2020 fiscal year.
Item 6. Selected Financial Data
Not Applicable. The Company is a “smaller reporting company.”
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.”)
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 2020 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 December 31, 2020, the Company had a working capital deficit of $478,956 and an accumulated deficit of $980,344. The Company incurred net losses of $119,191 and $101,915 for its fiscal years ended December 31, 2020 and 2019, respectively. There can be no assurance that the Company will be able to obtain the additional debt or equity capital required to continue its operations.
The Fiscal Year Ended December 31, 2020 Compared to the Fiscal Year Ended December 31, 2019
The Company did not conduct any operations during its fiscal year ended December 31, 2020 or 2019. At December 31, 2020, the Company had cash in the amount of $667 as compared to cash at December 31, 2019 in the amount of $8,761. The decrease in cash from 2020 compared to 2019 is mainly the result of the net loss generated during 2020, payments made on accounts payable, notes payable and accrued interest along with proceeds received from notes payable issued by the Company.
At December 31, 2020, the Company had current liabilities of $479,623, consisting of accounts payable of $53,943, accounts payable – related party of $1,500, accrued interest payable – related parties of $20,561, accrued interest of $38,503, convertible notes payable of $32,282, notes payable of $150,000, and notes payable – related parties of $182,834. At December 31, 2019, the Company had current liabilities of $375,012, consisting of accounts payable of $37,783, accounts payable – related party of $1,500, accrued interest payable – related parties of $12,289, accrued interest of $19,922, convertible note payable of $6,284, notes payable of $145,000, and notes payable – related parties of $152,234. The Company had a working capital deficit of $478,956 at December 31, 2020 as compared to a working capital deficit of $366,251 at December 31, 2019.
The Company did not generate revenues during its 2020 or 2019 fiscal years. The Company’s general and administrative expenses were $75,141 during the year ended December 31, 2020 as compared to $70,033 during the year ended December 31, 2019. The Company did not expect a significant change in general and administrative expenses.
The Company incurred interest expense of $44,050 during the year ended December 31, 2020 as compared to interest expense of $31,882 during the year ended December 31, 2019. The increase in interest expense is due to the increase in borrowings on notes payable.
The Company incurred a net loss of $119,191 during the year ended December 31, 2020 as compared to a net loss of $101,915 during the year ended December 31, 2019. The $17,276 increase in net loss in 2020 as compared to 2019 is primarily the result of increased general and administrative expenses and increased interest expense related to notes payable of the Company.
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Net cash used by operating activities was $68,694 during the 2020 fiscal year resulting primarily from the net loss of $119,191, which was offset by the amortization of debt discount of $7,198, depreciation in the amount of $286, a $16,160 increase in accounts payable and a $26,853 increase in accrued interest. Net cash used by operating activities was $79,251 during the 2019 fiscal year resulting primarily from the net loss of $101,915, which was offset by the amortization of debt discount of $284, depreciation in the amount of $286, a $9,443 increase in accounts payable and a $12,651 increase in accrued interest.
There were no cash flows from investing activities during the 2020 and 2019 fiscal years.
Net cash provided by financing activities was $60,600 during the 2020 fiscal year which consisted of proceeds received from the issuance of notes payable in the amount of $66,600, and the repayment of notes payable of $6,000. Net cash provided by financing activities was $56,314 during the 2019 fiscal year which consisted of proceeds received from the issuance of notes payable in the amount of $71,000, and the repayment of notes payable of $14,686.
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 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 condition or results of operations.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Not Applicable. The Company is a “smaller reporting company.”
Item 8. Financial Statements
The following financial statements are being filed with this report and are located immediately following the signature page.
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Financial Statements, December 31, 2020 |
F-1 |
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Report of Independent Registered Public Accounting Firm |
F-3 |
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Balance Sheets, as of December 31, 2020 and 2019 |
F-4 |
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Statements of Operations, for the years ended December 31, 2020 and 2019 |
F-5 |
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Statements of Stockholders' Equity (Deficit) from January 1, 2019 through December 31, 2020 |
F-6 |
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Statements of Cash Flows, for the years ended December 31, 2020 and 2019 |
F-7 |
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Notes to Financial Statements |
F-8 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. 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, 2020, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and
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procedures as of December 31, 2020 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.
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, 2020. In making this evaluation, our management used the COSO framework (2013), 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, 2020, the Company’s internal control over financial reporting was not 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, which does not allow for segregation of duties or provide oversight by a board of directors. 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.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Unwind and Rescission of Transaction
As reported in our current report on Form 8-K filed on March 5, 2020, we unwound a transaction wherein we had acquired certain real property assets and notes receivable in exchange for 220,000,000 shares of our common stock. The relevant transactions, are briefly summarized as follows:
The Contribution Agreement
On December 5, 2019 (the “Closing Date”), the Company consummated the transactions with First Federal Management Group, Inc., a Utah corporation (“First Federal”) by which the parties entered into a Contribution Agreement. Pursuant to the Contribution Agreement, First Federal contributed, assigned and transferred to the Company assets consisting substantially of real property (the “Assets”). Property descriptions for the parcels held in fee simple are disclosed on Schedule 1 to the Contribution Agreement.
As part of the Contribution Agreement, First Federal executed deeds transferring the Assets from First Federal to the Company. Pursuant to the Contribution Agreement, First Federal contributed, assigned and transferred to the Company the Assets in exchange for the issuance to First Federal of 220,000,000 shares of common stock representing 95.2% of the issued and outstanding shares of the Company.
The Rescission Agreement
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Effective as of February 24, 2020, the parties entered into a Rescission Agreement wherein the parties were required to unwind the Contribution Agreement and First Federal was required to transfer the 220,000,000 million Company common stock shares to the Company for cancellation and the Company was required to convey back to First Federal real property assets as well as the rights to debt repayments. Also in connection with the Rescission Agreement, Keven Walgamott, Paul Simms, and Joshua Turnbow who were briefly officers and/or directors of the Company as a result of the original asset Contribution Agreement resigned all positions at the Company.
For further information, please refer to the copy of the Rescission Agreement, and exhibits thereto, that is filed as Exhibit 10.10 the current report on Form 8-K filed on March 5, 2020. There are representations and warranties contained in the Rescission Agreement that were made by the parties to each other as of specific dates. The assertions embodied in these representations and warranties were made solely for purposes of the Rescission Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their terms. Moreover, some representations and warranties may not be accurate or complete as of any specified date because they are subject to a contractual standard of materiality that is different from certain standards generally applicable to shareholders or were used for the purpose of allocating risk between the parties rather than establishing matters as facts. For these reasons, investors should not rely on the representations and warranties in the Rescission Agreement as statements of factual information.
We currently do not intend to engage in real estate related business or transactions in the foreseeable future.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
The following table indicates the name, age, 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 |
|
Positions Held |
|
Mark Scharmann |
62 |
|
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director |
|
Elliott N. Taylor |
62 |
|
Director |
Certain biographical information with respect to the Company’s officers and directors is set forth below.
Mark A. Scharmann. For the past several years Mr. Scharmann has been a private investor in residential real estate and private and public companies. Mr. Scharmann became interested in investing in emerging growth companies in December 1979 while attending Weber State College. He compiled and edited a publication titled Digest of Stocks Listed on the Intermountain Stock Exchange (Library of Congress Cat. No. 80-82407). In 1981, he compiled and edited an industry directory called the OTC Penny Stock Digest (Library of Congress Cat. No. 80-82471). For the past several years Mr. Scharmann has also consulted with both public and privately held companies relating to management, mergers and acquisitions, debt and equity financing, capital market access, and introductions to investor relations groups. In addition to being and officer and director of the Company, Mr. Scharmann is an officer and director of Spirits Time International, Inc., a beverage industry company listed on the OTC Markets under the symbol (“SRSG”). He is an officer of Roycemore Corporation, a private firm specializing in the development and acquisition of self-storage facilities. Mr. Scharmann is a co-founder of wffl.com and wasatchbasketballleague.com, both youth sports information web sites. He graduated from Weber State University, Ogden, UT in 1997 with a Bachelor of Integrated Studies Degree in Business, Psychology and Health Education.
Elliott N. Taylor. Since 2012, Mr. Taylor has been the manager and founder of IF Group, LLC, the operator of e-commerce website bariatriceating.com. IF Group, LLC, supplies nutritional food supplements, flavored protein powders and ready-made drinks formulated to address deficiencies found in individuals that have undergone bariatric weight loss surgery. Since 1987, Mr. Taylor, a licensed lawyer in the state of Utah, has provided legal and business consulting services to clients in a wide range of corporate and securities law matters, including representation in connection with acquisitions, mergers and change-of-control transactions. Mr. Taylor has also provided legal services with respect to initial and follow-on public offerings; limited or private offerings; debt and equity financings, periodic reporting compliance, secondary trading and blue sky requirements; general consultation regarding capital formation, securities law compliance; corporate governance, internal controls, and compliance matters. Mr. Taylor’s clients have been high technology, alternative energy, real estate development, venture capital, environmental remediation, mining and medical technology businesses located in the United States, Mexico, Canada, China, and the United Kingdom.
Director Meetings and Stockholder Meeting Attendance
10
The Board of Directors held no formal meetings during 2020 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 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 officers and directors.
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.
Communications with Directors
Stockholders may communicate with the Board of Directors by sending written communications addressed to the Board of Directors, or any individual director, to: Bioethics, Ltd Inc., Attention: Corporate Secretary, 1661 Lakeview Circle, Ogden, Utah 84403. All communications will be compiled by the corporate secretary and forwarded to the Board of Directors or any individual director, as appropriate. In order to facilitate a response to any such communication, the Company’s Board of Directors suggests, but does not require, that any such submission include the name and contact information of the shareholder submitting the communication.
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 5% 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, and the Company does not conduct any active business operations.
Item 11. Executive Compensation
Mark Scharmann acts as the President and director of the Company. Mr. Scharmann 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 President during the 2020 or 2019 fiscal years.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth as of April 5, 2021, 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 1,135,194 shares of the Company’s common stock issued and outstanding.
11
|
Name |
Title of Class |
Amount and Nature of Beneficial Ownership(1) |
Percentage Of Class |
|
|
|
|
|
|
|
|
Mark Scharmann, CEO and Director |
Common Stock |
530,000 |
47% |
|
|
Elliott Taylor, Director |
Common Stock |
475,010 |
42% |
|
|
All Executive Officers And Directors as a Group (Two Persons) |
Common Stock |
1,005,010 |
89% |
|
(1)As reported above, the term “beneficial owner” is defined broadly under Exchange Act Rule 13d-3 to include “any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise” has or shares voting or investment power with respect to a registered equity security.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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 recorded rent expense of $6,000 and $6,000 during the years ended December 31, 2020 and 2019, respectively, which is included in the general and administrative expenses on the statements of operations, of which $1,500 and $1,500 remains payable at December 31, 2020 and 2019, respectively.
In December 2017, the Company borrowed $107,000 from its President pursuant to an unsecured promissory note. On various dates since then, the officer advanced the Company additional money and the company made payments on the principal amount of the note resulting in total note balances of $139,584 and $108,984 at December 31, 2020 and 2019, 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, 2020 and 2019 was $14,802 and $12,473, respectively. During the year ended 2020, interest in the amount of $10,000 was paid on the note. Accrued interest on the note totaled $10,806 and $6,004 at December 31, 2020 and 2019, 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. Accrued interest and interest expense as of and for the year ended December 31, 2020 was $9,755, and $3,470, respectively. Accrued interest and interest expense as of and for the year ended December 31, 2019 was $6,285, and $2,825, respectively.
Item 14. Principal Accounting Fees and Services
During the fiscal years ended December 31, 2020 and 2019, fees for services provided by our independent auditing firm, Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) was as follows:
|
|
|
Year Ended |
||||||
|
|
|
December 31, |
||||||
|
|
|
2020 |
|
2019 |
||||
|
|
|
|
|
|
||||
|
Auditor Fees |
|
$ |
10,600 |
|
|
$ |
11,500 |
|
|
Audit-Related Fees |
|
|
- |
|
|
|
- |
|
|
Tax Fees |
|
|
- |
|
|
|
1,500 |
|
|
All Other Fees |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
10,600 |
|
|
$ |
13,000 |
|
“Auditor 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.
12
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 |
|
3 |
|
Articles of Incorporation |
|
Incorporated by Reference(1) |
|
3.2 |
|
3 |
|
Bylaws |
|
Incorporated by Reference(1) |
|
10.1 |
|
10 |
|
Promissory Note dated January 18, 2010 |
|
Incorporated by Reference(2) |
|
10.2 |
|
10 |
|
Promissory Note dated May 10, 2011 |
|
Incorporated by Reference(3) |
|
10.3 |
|
10 |
|
Promissory Note dated June 27, 2011 |
|
Incorporated by Reference(3) |
|
10.4 |
|
10 |
|
Promissory Note dated July 16, 2012 |
|
Incorporated by Reference(4) |
|
10.5 |
|
10 |
|
Promissory Note dated May 10, 2013 |
|
Incorporated by Reference(5) |
|
31.1 |
|
31 |
|
Section 302 Certification of Chief Executive and Chief Financial Officer |
|
This Filing |
|
32.1 |
|
32 |
|
|
This Filing |
|
|
101.INS(6) |
|
|
|
XBRL Instance Document |
|
This Filing |
|
101.SCH(6) |
|
|
|
XBRL Taxonomy Extension Schema |
|
This Filing |
|
101.CAL(6) |
|
|
|
XBRL Taxonomy Extension Calculation Linkbase |
|
This Filing |
|
101.DEF(6) |
|
|
|
XBRL Taxonomy Extension Definition Linkbase |
|
This Filing |
|
101.LAB(6) |
|
|
|
XBRL Taxonomy Extension Label Linkbase |
|
This Filing |
|
101.PRE(6) |
|
|
|
XBRL Taxonomy Extension Presentation Linkbase |
|
This Filing |
|
|
|
|
|
|
|
|
(1)Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’s 2003 Form 10-KSB report, filed March 30, 2004.
(2)Incorporated by reference to the Company’s Form 10-K report for the year ended December 31, 2012, filed March 29, 2013.
(3)Incorporated by reference to the Company’ s Form 10-Q report for the quarter ended June 30, 2011, filed August 15, 2011.
(4)Incorporated by reference to the Company’ s Form 10-Q report for the quarter ended September 30, 2012, filed November 1, 2012.
(5)Incorporated by reference to the Company’ s Form 10-Q report for the quarter ended June 30, 2013, filed August 14, 2013.
(6)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.
13
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: April 13, 2021By /s/ Mark Scharmann
Mark Scharmann
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.
Dated: April 13, 2021By /s/ Mark Scharmann
Mark Scharmann
President, Chief Executive Officer, Chief Financial Officer and Director
(Principal Executive and Accounting Officer)
14
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
The Company did not provide any annual report to its security holders covering the fiscal year ended December 31, 2020.
As of the date of this report, the Company has not sent a proxy statement, form of proxy or other proxy soliciting material to more than ten of its security holders with respect to any annual or other meeting of security holders during 2020 or 2019.
15
BIOETHICS, LTD.
FINANCIAL STATEMENTS
DECEMBER 31, 2020 and 2019
F-1
BIOETHICS, LTD.
CONTENTS
|
|
PAGE |
|
|
|
|
Report of Independent Registered Public Accounting Firm |
F-3 |
|
|
|
|
|
|
|
Balance Sheets, as of December 31, 2020 and 2019 |
F-4 |
|
|
|
|
|
|
|
Statements of Operations, for the years ended December 31, 2020 and 2019 |
F-5 |
|
|
|
|
|
|
|
Statements of Stockholders' Equity (Deficit) from January 1, 2019 through December 31, 2020 |
F-6 |
|
|
|
|
|
|
|
Statements of Cash Flows, for the years ended December 31, 2020 and 2019 |
F-7 |
|
|
|
|
|
|
|
Notes to Financial Statements |
F-8 – F-11 |
|
|
|
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Bioethics, Ltd.
Ogden, UT
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Bioethics, Ltd. (the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception, has a working capital deficit, and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern – Disclosure
The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Consideration” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. At December 31, 2020, the Company had an accumulated deficit of $980,344. The Company has contractual obligations such as commitments for repayments of accounts and notes payable and accrued interest (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their ability to meet the obligations through management of expenditures, a potential business combination, and if necessary, obtaining additional debt financing, loans from related and unrelated parties, and private placements of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to access financing through stock issuances or a merger is not consummated, the Company will continue to manage cash outflows and meet the obligations through related and unrelated party loans.
F-3
We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining it is probable that the Company’s plans will be effectively implemented include its ability to manage expenditures, its ability to access funding from the capital market, its ability to obtain loans from related and unrelated parties, and the potential for a business combination. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others: (i) evaluating the probability that the Company will be able to access funding from the capital market; (ii) evaluating the probability that the Company will be able to manage expenditures (iii) evaluating the probability that the Company will be able to obtain loans from related and unrelated parties, and (iv) evaluating the potential for a business combination.
/s/ Pinnacle Accountancy Group of Utah
Pinnacle Accountancy Group of Utah a dba of Heaton & Company, PLLC
We have served as the Company’s auditor since 2018.
Pinnacle Accountancy Group of Utah
Farmington, Utah
April 14, 2021
F-3
F-4
|
|
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 |
|
494,279 |
|
|
|
Accumulated deficit |
|
|
|
|
(980,344) |
|
(861,153) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Equity (Deficit) |
|
|
|
|
(478,730) |
|
(365,739) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
$ 893 |
|
$ 9,273 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these audited financial statements. |
|||||||||
F-3
F-4
F-6
F-7
BIOETHICS, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2020 and 2019
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Bioethics, Ltd. (“the Company”) was organized under the laws of the State of Nevada on July 26, 1990. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts, and at the complete discretion, of the Company’s officers and directors. The Company has 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 5].
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. Certain accounting pronouncements have been issued by the FASB. The Company has reviewed these pronouncements, and none will have an effect on the financial statements of the Company.
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 Company’s 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, 2020 and 2019, respectively, resulting in net fixed assets of $226 and $512 at December 31, 2020 and 2019, respectively.
NOTE 2 - 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 has no tax provisions at December 31, 2020 and 2019, 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, 2020 and 2019, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties at December 31, 2020 and 2019.
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, 2020 and 2019:
F-8
|
|
2020 |
|
2019 |
|
|
Deferred tax assets: |
|
|
|
|
|
NOL carryover |
$ |
198,000 |
|
173,000 |
|
Extinguishment of debt with shares |
|
28,000 |
|
28,000 |
|
Valuation allowance |
|
(226,000) |
|
(201,000) |
|
|
|
|
|
|
|
Net deferred tax asset |
$ |
- |
$ |
- |
The income tax provision differs from the amount of estimated income tax determined by applying the U.S. Federal income tax rate of 21% to pretax income from continuing operations for the periods ended December 31, 2020 and 2019 due to the following:
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Book loss (21% Federal rate) |
$ |
(25,000) |
$ |
(21,000) |
|
Change in valuation allowance |
|
25,000 |
|
21,000 |
|
|
|
|
|
|
|
Tax at effective rate |
$ |
- |
$ |
- |
At December 31, 2020, the Company had net operating loss carryforwards of approximately $979,000 that may be offset against future taxable income from the year 2021 through 2040. No tax benefit has been reported in the December 31, 2020 or 2019 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 Company’s 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, 2020, 2019 and 2018.
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation - For the years ended December 2020 and 2019, the Company did not pay any compensation to its officers and directors.
Office Space – 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 $6,000 and $6,000 during the years ended December 31, 2020 and 2019, respectively, which is included in the general and administrative expenses on the statements of operations. The amount payable at December 31, 2019 was $1,500. During the year ended December 31. 2020, the Company paid $6,000, resulting in $1,500 payable at December 31, 2020.
Notes Payable – On December 12, 2017, the Company borrowed $107,000 from its President pursuant to an unsecured promissory note. On various dates since then, the officer advanced the Company additional money and the Company made payments on the principal amount of the note resulting in total note balances of $139,584 and $108,984 at December 31, 2020 and 2019, 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, 2020 and 2019 was $14,802 and $12,473, respectively. During the years ended 2020 and 2019, interest in the amount of $10,000 and $15,314, respectively, was paid on the note. Accrued interest on the note totaled $10,806 and $6,004 at December 31, 2020 and 2019, respectively.
Notes Payable - 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 years ended December 31, 2020 and 2019 was $3,470 and $3,460, respectively, resulting in accrued interest of $9,755 and $6,285 at December 31, 2020 and 2019, respectively. Principal balance on the note at December 31, 2020 and 2019 was $43,250 and $43,250, respectively.
F-9
BIOETHICS, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2020 and 2019
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 totaling $980,344 as of December 31, 2020 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. In addition, the COVID-19 pandemic could have an impact on our ability to obtain financing to fund the operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE 5 - LOSS PER SHARE
The computation of basic loss per share is based on the weighted average number of shares outstanding during each year.
The following data show the amounts used in computing loss per share:
|
|
|
December 31, |
||
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Net loss (numerator) |
$ |
(119,191) |
$ |
(101,915) |
|
Weighted average shares outstanding (denominator) |
|
1,135,194 |
|
1,135,194 |
|
Basic and fully diluted net loss per share amount |
$ |
(0.10) |
$ |
(0.09) |
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. In 2020 and 2019, the inclusion of these shares on the statement 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 years ended December 31, 2020 and 2019:
|
|
|
December 31, |
||
|
|
2020 |
|
2019 |
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding |
|
1,135,194 |
|
1,135,194 |
|
Convertible debt |
|
90,000 |
|
90,000 |
|
Total |
|
1,225,194 |
|
1,225,194 |
NOTE 6 – 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, 2020 and 2019 totaled $2,808 and $2,800, respectively, resulting in accrued interest at December 31, 2020 and 2019 of $12,742 and $9,934, respectively. Principal balance on the note at December 31, 2020 and 2019 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 years ended December 31, 2020 and 2019 totaled $1,203 and $1,200, respectively, of which the Company repaid $750 during the year ended December 31, 2019, resulting in accrued interest at December 31, 2020 and 2019 of $2,107 and $904, respectively. Principal balance on the note at December 31, 2020 and 2019 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 years ended December 31, 2020 and 2019 totaled $2,406 and $2,400, respectively, of which the Company repaid $894 during the year ended December 31, 2019, resulting in accrued interest at December 31, 2020 and 2019 of $4,215 and $1,808, respectively. Principal balance on the note at December 31, 2020 and 2019 was $20,000.
F-10
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 years ended December 31, 2020 and 2019 totaled $3,610 and $3,600, respectively, of which the Company repaid $888 during the year ended December 31, 2019, resulting in accrued interest at December 31, 2020 and 2019 of $6,322 and $2,712, respectively. Principal balance on the note at December 31, 2020 and 2019 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 years ended December 31, 2020 and 2019 totaled $6,016 and $5,622, respectively, of which the Company repaid $1,101 during the year ended December 31, 2019, resulting in accrued interest at December 31, 2020 and 2019 of $10,537 and $4,521, respectively. Principal balance on the note at December 31, 2020 and 2019 was $50,000 and $-0-, respectively.
On May 1, 2020, the Company issued a promissory note in the principal amount of $5,000 to an unaffiliated lender. The Note is due on May 1, 2021 and carries an interest rate of 12% per annum. Interest expense for the year ended December 31, 2020 totaled $391, resulting in accrued interest at December 31, 2020 of $391. Principal balance on the note at December 31, 2020 was $5,000.
NOTE 7 – CONVERTIBLE NOTE 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 $.20 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $4,000, which is being amortized over the life of the promissory note. At December 31, 2020 and 2019, the unamortized debt discount was $-0- and $3,716, respectively, and the net convertible note balance was $10,000 and $6,284, respectively. The amortization of debt discount was $3,716 during the year ended December 31, 2020. Interest expense for the years ended December 31, 2020 and 2019 was $1,203 and $43, resulting in accrued interest at December 31, 2020 and 2019 of $1,246 and $43, respectively. Principal balance on the note at December 31, 2020 and 2019 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 is due on June 9, 2021 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 $.25 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $6,200, which is being amortized over the life of the promissory note. At December 31, 2020, the unamortized debt discount was $2,718 and the net convertible note balance was $7,282. The amortization of debt discount was $3,482 during the year ended December 31, 2020. Interest expense for the years ended December 31, 2020 totaled $449, resulting in accrued interest at December 31, 2020 of $449. Principal balance on the note at December 31, 2020 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 is due on August 3, 2021 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 $.70 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 year ended December 31, 2020 totaled $493, resulting in accrued interest at December 31, 2020 of $493. Principal balance on the note at December 31, 2020 was $15,000.
F-11
BIOETHICS, LTD.
NOTES TO FINANCIAL STATEMENTS
December 31, 2020 and 2019
NOTE 8 – EQUITY TRANSACTIONS
On December 2, 2019, the Company amended its articles of incorporation with the state of Nevada increasing the number of authorized common stock of the Company to 250,000,000 shares. There were no equity transactions during the years ended December 31, 2020 or 2019, resulting in 1,135,194 shares of common stock issued and outstanding at December 31, 2020 and December 31, 2019.
Effective November 2, 2020, the Company effectuated a 1 share for 10 shares reverse stock split which reduced the issued and outstanding shares of common stock from 11,000,000 shares to 1,135,194 shares. The accompanying financial statements have been retroactively adjusted to reflect this reverse stock split.
NOTE 9 – MERGER AGREEMENT
On November 30, 2020, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with XCR Diagnostics, Inc. (“XCR”) to, subject to a number of conditions, acquire 100% of the ownership of XCR for consideration of (1) approximately 38,843,906 shares of the Company’s unregistered common stock, and (2) options to purchase approximately 7,500,000 shares of the Company’s unregistered common stock at various exercise prices.
Closing of the acquisition of XCR is subject to a number of conditions, including but not limited to approval of the Company’s stockholders, providing required stockholder information and notice, the completion, filing and clearance of all necessary state and securities filings. The parties must also create and execute several exhibits and schedules, including formation of a merger subsidiary, Certificate of Merger, Articles of Merger and Disclosure Schedules for both the Company and XCR. The Merger Agreement states that XCR may rescind this Agreement in its sole discretion in the event that the company and/or XCR are unable to transfer at least $300,000 in paid in capital into XCR’s bank account within 90 days from the Closing of the Merger.
As of the date these financial statements were issued, the conditions to the closing of the Merger Agreement have not been met, therefore, the closing of the acquisition has not occurred and no stock has been issued by the Company.
NOTE 10 – 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 additional events requiring disclosure.
F-12
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