10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2023

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

Commission File Number 33-55254-41

BIOETHICS, LTD.
(Exact name of registrant as specified in charter)
NEVADA, NV	87-0485312
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1661 Lakeview Circle, Ogden, Utah	84403
(Address of principal executive offices)	(Zip Code)
(801) 399-3632
(Issuer’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]    No [  ]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).

Yes  ☒    No [  ]

As of November 14, 2023, the issuer had outstanding 1,135,194 shares of common stock, par value $0.001. 

1

BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2023

INDEX

PART I   Financial Information
Item 1.  Condensed Financial Statements (Unaudited)	3
Item 2.  Management’s Discussion and Analysis of Financial Condition	9
and Results of Operations
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.  Controls and Procedures	10
PART II Other Information
Item 1.  Legal Proceedings	11
Item 1A.  Risk Factors	11
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.  Defaults Upon Senior Securities	11
Item 4.  Mine Safety Disclosures	11
Item 5.  Other Information	11
Item 6.  Exhibits	12
SIGNATURES	12

2

PART I – FINANCIAL INFORMATION

Item 1.Condensed Financial Statements (Unaudited) 

BIOETHICS, LTD.

CONTENTS

PAGE 

Condensed Unaudited Balance Sheets,

As of September 30, 2023 and December 31, 20224 

Condensed Unaudited Statements of Operations,

For the three and nine months ended September 30, 2023 and 20225 

Condensed Unaudited Statements of Stockholders’ Deficit,

For the three and nine months ended September 30, 2023 and 2022                         6 

Condensed Unaudited Statements of Cash Flows,

For the nine months ended September 30, 2023 and 2022                         7 

Notes to Condensed Unaudited Financial Statements for the nine months

ended September 30, 2023 and 20228 

3

BIOETHICS, LTD.
Condensed Balance Sheets
(Unaudited)
			September 30,	December 31,
			2023	2022*
ASSETS
CURRENT ASSETS
	Cash and cash equivalents		$            483	$            295
		Total Current Assets	483	295
		TOTAL ASSETS	$            483	$            295
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable		$     116,496	$     100,265
	Accounts payable - related party		13,000	8,500
	Accrued interest - related parties		91,229	70,883
	Accrued interest		94,736	79,179
	Convertible notes payable		35,000	35,000
	Notes payable		160,000	160,000
	Notes payable - related parties		241,884	225,584
		Total Current Liabilities	752,345	679,411
		TOTAL LIABILITIES	752,345	679,411
STOCKHOLDERS' DEFICIT
	Preferred stock, $0.01 par value; 25,000,000 shares authorized, -0- shares issued and outstanding		-	-
	Common stock, $0.001 par value; 250,000,000 shares authorized, 1,135,194 shares issued and outstanding		1,135	1,135
	Additional paid-in capital		500,479	500,479
	Accumulated deficit		(1,253,476)	(1,180,730)
		Total Stockholders' Deficit	(751,862)	(679,116)
		TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT	$            483	$            295
		*Derived from audited information
The accompanying notes are an integral part of these unaudited condensed financial statements.

4

BIOETHICS, LTD.
Condensed Statements of Operations
(Unaudited)
			For the Three Months Ended		For the Nine Months Ended
			September 30,		September 30,
			2023	2022	2023	2022
NET REVENUES			$                 -	$                 -	$                 -	$                 -
OPERATING EXPENSES
	General and administrative		10,004	10,498	36,843	38,407
		Total Operating Expenses	10,004	10,498	36,843	38,407
LOSS FROM OPERATIONS			(10,004)	(10,498)	(36,843)	(38,407)
OTHER INCOME (EXPENSES)
	Interest expense		(12,296)	(11,706)	(35,903)	(34,096)
		Total Other Income (Expenses)	(12,296)	(11,706)	(35,903)	(34,096)
NET LOSS BEFORE INCOME TAXES			(22,300)	(22,204)	(72,746)	(72,503)
PROVISION FOR INCOME TAXES			-	-	-	-
NET LOSS			$    (22,300)	$    (22,204)	$    (72,746)	$    (72,503)
BASIC AND DILUTED LOSS PER SHARE			$         (0.02)	$         (0.02)	$         (0.06)	$         (0.06)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			1,135,194	1,135,194	1,135,194	1,135,194
The accompanying notes are an integral part of these unaudited condensed financial statements.

5

BIOETHICS, LTD.
Condensed Statements of Stockholders' Deficit
(Unaudited)
	Nine Months Ended September 30, 2023
			Additional		Total
	Common Stock		Paid-In	Accumulated	Stockholders'
	Shares	Amount	Capital	Deficit	Deficit
Balance, December 31, 2022	1,135,914	$             1,135	$        500,479	$   (1,180,730)	$       (679,116)
Net loss for the three months ended
March 31, 2023	-	-	-	(23,636)	(23,636)
Balance, March 31, 2023	1,135,914	1,135	500,479	(1,204,366)	(702,752)
Net loss for the three months ended
June 30, 2023	-	-	-	(26,810)	(26,810)
Balance, June 30, 2023	1,135,914	$             1,135	$     500,479	$   (1,231,176)	$       (729,562)
Net loss for the three months ended
September 30, 2023	-	-	-	(22,300)	(22,300)
Balance, September 30, 2023	1,135,914	$             1,135	$     500,479	$   (1,253,476)	$       (751,862)
	Nine Months Ended September 30, 2022
			Additional		Total
	Common Stock		Paid-In	Accumulated	Stockholders'
	Shares	Amount	Capital	Deficit	Deficit
Balance, December 31, 2021	1,135,914	$             1,135	$        500,479	$   (1,087,527)	$       (585,913)
Net loss for the three months ended
March 31, 2022	-	-	-	(21,679)	(21,679)
Balance, March 31, 2022	1,135,914	1,135	500,479	(1,109,206)	(607,592)
Net loss for the three months ended
June 30, 2022	-	-	-	(28,620)	(28,620)
Balance, June 30, 2022	1,135,914	$             1,135	$        500,479	$   (1,137,826)	$       (636,212)
Net loss for the three months ended
September 30, 2022	-	-	-	(22,204)	(22,204)
Balance, September 30, 2022	1,135,914	$             1,135	$        500,479	$   (1,160,030)	$       (658,416)
The accompanying notes are an integral part of these unaudited condensed financial statements.

6

BIOETHICS, LTD.
Condensed Statements of Cash Flows
(Unaudited)
			For the Nine Months Ended
			September 30,
			2023	2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$      (72,746)	$      (72,503)
Adjustments to reconcile net loss to net cash
used by operating activities:
Changes in operating assets and liabilities:
		Accounts payable	16,231	16,582
		Accounts payable - related party	4,500	(500)
		Accrued interest - related parties	20,346	18,775
		Accrued interest	15,557	15,321
		Net Cash Used by Operating Activities	(16,112)	(22,325)
CASH FLOWS FROM INVESTING ACTIVITIES			-	-
CASH FLOWS FROM FINANCING ACTIVITIES
		Proceeds from notes payable	-	10,000
		Proceeds from notes payable - related parties	16,300	12,150
		Net Cash Provided by Financing Activities	16,300	22,150
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			188	(175)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			295	734
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$            483	$            559
SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest		$                -	$                -
	Cash paid for income taxes		$                -	$                -
The accompanying notes are an integral part of these unaudited condensed financial statements.

7

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Bioethics, Ltd. (“the Company”) was organized under the laws of the State of Nevada on July 26, 1990.  The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of and at the complete discretion of the Company’s officers and directors.  The Company has not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

The accompanying financial statements are condensed and have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the nine months ended September 30, 2023 and 2022 have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2022 audited financial statements.  The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year.

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Compensation - During the nine months ended September 30, 2023 and 2022, the Company did not pay any compensation to its officers and directors.

Beginning August 2017, the Company entered into an oral agreement to pay the Company’s President $500 per month as payment for use of his personal residence as the Company’s office and mailing address.  The Company has recorded rent expense of $4,500 during each of the nine months ended September 30, 2023 and 2022, which is included in the general and administrative expenses on the statements of operations, of which $13,000 and $8,500 remains payable at September 30, 2023 and December 31, 2022, respectively.    

On March 8, 2018, the Company entered into a promissory note with a newly-affiliated party in the amount of $43,250. The note is payable on demand and carries interest at 10% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 was $3,325 and $3,325, respectively, resulting in accrued interest of $24,066 and $20,831 at September 30, 2023 and December 31, 2022, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $43,250.  

On December 12, 2017, the Company entered into a promissory note with its President in the amount of $107,000.  On various dates from the origin of the note through December 31, 2022, the officer advanced the Company an additional $96,020, and the Company made payments of $20,686, resulting in the total note principal balance of $182,334 at December 31, 2022.  During the nine months ended September 30, 2023 and 2022, the Company received an additional $16,300 and $12,150, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $198,634 at September 30, 2023.  The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum. Interest expense on the note for the nine months ended September 30, 2023 and 2022 was $17,111 and $15,541, respectively, of which the Company repaid $-0- during the nine months ended September 30, 2023, resulting in accrued interest totaling $67,163 and $50,052 at September 30, 2023 and December 31, 2022, respectively.

NOTE 3 - NOTES PAYABLE

On June 14, 2016, the Company issued a promissory note in the principal amount of $35,000 to an unaffiliated lender. The Note is due on demand at any time after its original maturity date of June 14, 2017, and carries an interest rate of 8% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $2,094 and $2,094, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $20,436 and $18,342, respectively. Principal balance due on the note at September 30, 2023 and December 31, 2022 was $35,000.

8

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

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 nine months ended September 30, 2023 and 2022 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $5,405 and $4,507, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 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 nine months ended September 30, 2023 and 2022 totaled $1,795 and $1,795, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $10,810 and $9,015, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $20,000.

On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note was due on December 31, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $2,693 and $2,693, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $16,215 and $13,522, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 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, 2022, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $4,488 and $4,488, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $27,025 and $22,537, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $50,000.

On May 1, 2020, the Company issued a promissory note in the principal amount of $5,000 to an unaffiliated lender. The Note was due on May 1, 2022 and is now due on demand and carries an interest rate of 12% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $449 and $449, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $2,040 and $1,591, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $5,000.

On April 18, 2022, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on April 18, 2023 and carries an interest rate of 8% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $598 and $362, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $1,162 and $563, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $10,000.

NOTE 4 – CONVERTIBLE NOTES PAYABLE

On December 18, 2019, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.00 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $4,000, which was amortized over the life of the promissory note. At September 30, 2023 and December 31, 2022, the unamortized debt discount was $-0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the nine months ended September 30, 2023 and September 30, 2022. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $4,544 and $3,646, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $10,000.

On June 9, 2020, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.50 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $6,200, which was amortized over the life of the promissory note. At September 30, 2023 and December 31, 2022, the

9

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

unamortized debt discount was $-0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the nine months ended September 30, 2023 and 2022, respectively. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $788 and $748, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $3,310 and $2,562. Principal balance on the note at September 30, 2023 and December 31, 2022 was $10,000.

On August 3, 2020, the Company issued a convertible promissory note in the original principal amount of $15,000 to a lender. The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $7.00 per share.  The Company did not recognize a beneficial conversion feature or debt discount as the conversion price was higher than the market price at the time of issuance of the note. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $3,791 and $2,893. Principal balance on the note at September 30, 2023 and December 31, 2022 was $15,000.

NOTE 5 – EQUITY TRANSACTIONS

The Company is authorized to issue 250,000,000 shares of common stock.  There were no equity transactions during the nine months ended September 30, 2023 or 2022, resulting in 1,135,194 shares of common stock issued and outstanding at September 30, 2023 and December 31, 2022.

NOTE 6 - GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception totaling $1,253,476 and has no on-going operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, additional sales of its common stock, or through a possible business combination.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 7 - LOSS PER SHARE

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

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

		September 30, 2023		September 30, 2022
Net loss (numerator)	$	(72,746)	$	(72,503)
Weighted average shares outstanding (denominator)		1,135,194		1,135,194
Basic and fully diluted net loss per share amount	$	(0.06)	$	(0.06)

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart.  For the nine months ended September 30, 2023 and 2022, the inclusion of these shares on the statements of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive, and as such they are excluded.  

10

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2023 and 2022

The following data show the fully diluted shares for the nine months ended September 30, 2023 and 2022:

	September 30,
	2023	2022
Basic weighted average shares outstanding	1,135,194	1,135,194
Convertible debt	15,281	14,109
Total	1,150,475	1,149,303

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events requiring disclosure.

11

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

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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  These statements reflect the Company’s views with respect to future events based upon information available to it at this time.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements.  The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets,” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.

General

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

The Report of Independent Registered Public Accounting Firm on the Company’s December 31, 2022 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 September 30, 2023, the Company had a working capital deficit of $751,862 and an accumulated deficit since inception of $1,253,476. The Company incurred net losses of $72,746 and $72,503 for the nine months ended September 30, 2023 and 2022, respectively.  The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.

The Three and Nine months ended September 30, 2023 compared to September 30, 2022

The Company did not conduct any operations during the nine-month periods ended September 30, 2023 or 2022.  At September 30, 2023, the Company had cash and total current assets in the amount of $483, compared to $295 at December 31, 2022.  At September 30, 2023, the Company had total current liabilities of $752,345, compared to $679,411 at December 31, 2022.  The Company had a working capital deficit of $751,862 at September 30, 2023 compared to $679,116 at December 31, 2022.

The Company did not generate revenues during the nine-month periods ending September 30, 2023 or 2022.  The Company incurred general and administrative expenses of $10,004 during the three months ended September 30, 2023, compared to $10,494 during the three months ended September 30, 2022.  The Company incurred general and administrative expenses of $36,843 during the nine months ended September 30, 2023, compared to $38,407 during the nine months ended September 30, 2022.  Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.   

The Company incurred other expenses of $12,296 during the three months ended September 30, 2023 compared to $11,706 during the three months ended September 30, 2022.  The Company incurred other expenses of $35,903 during the nine months ended September 30, 2023 compared to $34,096 during the nine months ended September 30, 2022.  Total other income and expenses consist of interest expense related to the notes payable due from the Company.

The Company incurred a net loss of $22,300 during the three months ended September 30, 2023, compared to a net loss of $22,204 during the three months ended September 30, 2022.  The Company incurred a net loss of $72,746 during the nine months ended September 30, 2023, compared to a net loss of $72,503 during the nine months ended September 30, 2022.

12

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had an accumulated deficit of $1,253,476 as of September 30, 2023.

Liquidity and Capital Resources

Net cash used by operating activities was $16,112 and $22,325 during the nine months ended September 30, 2023 and 2022, respectively.

Net cash provided by investing activities was $-0- during both the nine months ended September 30, 2023 and 2022.

Net cash provided by financing activities was $16,300 and $22,150 during the nine months ended September 30, 2023 and 2022, respectively, and consisted of loans received from related and unrelated parties.

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor’s understanding of the Company’s financial and operating status.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the Exchange Act”) as of September 30, 2023, the end of the period covered by this report, utilizing the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 update to the Internal Control Integrated Framework.  Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that our disclosure controls and procedures as of September 30, 2023 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

13

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

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

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

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

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

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

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

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

14

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II---OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge; its properties are not the subject of any such proceedings.

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

15

Item 6.Exhibits 

The following documents are included as exhibits to this report:

(a)Exhibits 

Exhibit Number	SEC Reference Number	Title of Document	Location
31.1	31	Section 302 Certification of Chief Executive and Chief Financial Officer	This Filing
32.1	32	Section 1350 Certification of Chief Executive and Chief Financial Officer	This Filing
101.INS**		XBRL Instance Document	This Filing
101.SCH**		XBRL Taxonomy Extension Schema	This Filing
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase	This Filing
101.DEF**		XBRL Taxonomy Extension Definition Linkbase	This Filing
101.LAB**		XBRL Taxonomy Extension Label Linkbase	This Filing
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase	This Filing

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bioethics, Ltd.
Date:  November 14, 2023	By /s/ Mark A. Scharmann
	Mark A. Scharmann
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

16

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Mark A. Scharmann, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:  November 14, 2023By  /s/ Mark A. Scharmann 

Mark A. Scharmann 

President, Chief Executive Officer and 

Chief Financial Officer 

(Principal Executive and Financial Officer) 

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 2023
Details
Registrant CIK	0000894560
Fiscal Year End	--12-31
Registrant Name	BIOETHICS, LTD.
SEC Form	10-Q
Period End date	Sep. 30, 2023
Tax Identification Number (TIN)	87-0485312
Number of common stock shares outstanding		1,135,194
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	true
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	33-55254-41
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1661 Lakeview Circle
Entity Address, City or Town	Ogden
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84403
City Area Code	801
Local Phone Number	399-3632
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3

XML

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 483	$ 295
Total Current Assets	483	295
TOTAL ASSETS	483	295
CURRENT LIABILITIES
Accounts payable	116,496	100,265
Accounts payable - related party	13,000	8,500
Accrued interest - related parties	91,229	70,883
Accrued interest	94,736	79,179
Convertible notes payable	35,000	35,000
Notes payable	160,000	160,000
Notes payable - related parties	241,884	225,584
Total Current Liabilities	752,345	679,411
TOTAL LIABILITIES	752,345	679,411
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value; 25,000,000 shares authorized, -0- shares issued and outstanding	0	0
Common stock, $0.001 par value; 250,000,000 shares authorized, 1,135,194 shares issued and outstanding	1,135	1,135
Additional paid-in capital	500,479	500,479
Accumulated deficit	(1,253,476)	(1,180,730)
Total Stockholders' Deficit	(751,862)	(679,116)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 483	$ 295

XML

Condensed Balance Sheets - Parenthetical - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Condensed Balance Sheets
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	25,000,000	25,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	1,135,194	1,135,194
Common Stock, Shares, Outstanding	1,135,194	1,135,194

XML

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Condensed Statements of Operations
NET REVENUES	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
General and administrative	10,004	10,498	36,843	38,407
Total Operating Expenses	10,004	10,498	36,843	38,407
LOSS FROM OPERATIONS	(10,004)	(10,498)	(36,843)	(38,407)
OTHER INCOME (EXPENSES)
Interest expense	(12,296)	(11,706)	(35,903)	(34,096)
Total Other Income (Expenses)	(12,296)	(11,706)	(35,903)	(34,096)
NET LOSS BEFORE INCOME TAXES	(22,300)	(22,204)	(72,746)	(72,503)
PROVISION FOR INCOME TAXES	0	0	0	0
NET LOSS	$ (22,300)	$ (22,204)	$ (72,746)	$ (72,503)
BASIC AND DILUTED LOSS PER SHARE	$ (0.02)	$ (0.02)	$ (0.06)	$ (0.06)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	1,135,194	1,135,194	1,135,194	1,135,194

XML

Condensed Statements of Stockholders' Deficit - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 1,135	$ 500,479	$ (1,087,527)	$ (585,913)
NET LOSS	0	0	(21,679)	(21,679)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2022	$ 1,135	500,479	(1,109,206)	(607,592)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	1,135,914
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 1,135	500,479	(1,087,527)	(585,913)
NET LOSS				(72,503)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 1,135	500,479	(1,160,030)	(658,416)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	1,135,914
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2022	$ 1,135	500,479	(1,109,206)	(607,592)
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	1,135,914
NET LOSS	$ 0	0	(28,620)	(28,620)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2022	$ 1,135	500,479	(1,137,826)	(636,212)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	1,135,914
NET LOSS	$ 0	0	(22,204)	(22,204)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 1,135	500,479	(1,160,030)	(658,416)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	1,135,914
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	$ 1,135	500,479	(1,180,730)	(679,116)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	1,135,914
NET LOSS	$ 0	0	(23,636)	(23,636)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023	$ 1,135	500,479	(1,204,366)	(702,752)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	1,135,914
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2022	$ 1,135	500,479	(1,180,730)	(679,116)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	1,135,914
NET LOSS				(72,746)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2023	$ 1,135	500,479	(1,253,476)	(751,862)
Shares, Outstanding, Ending Balance at Sep. 30, 2023	1,135,914
Equity, Attributable to Parent, Beginning Balance at Mar. 31, 2023	$ 1,135	500,479	(1,204,366)	(702,752)
Shares, Outstanding, Beginning Balance at Mar. 31, 2023	1,135,914
NET LOSS	$ 0	0	(26,810)	(26,810)
Equity, Attributable to Parent, Ending Balance at Jun. 30, 2023	$ 1,135	500,479	(1,231,176)	(729,562)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	1,135,914
NET LOSS	$ 0	0	(22,300)	(22,300)
Equity, Attributable to Parent, Ending Balance at Sep. 30, 2023	$ 1,135	$ 500,479	$ (1,253,476)	$ (751,862)
Shares, Outstanding, Ending Balance at Sep. 30, 2023	1,135,914

XML

Statements of Cash Flows - USD ($)	3 Months Ended				9 Months Ended		398 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS	$ (22,300)	$ (23,636)	$ (22,204)	$ (21,679)	$ (72,746)	$ (72,503)	$ 1,253,476
Adjustments to reconcile net loss to net cash
Accounts payable					16,231	16,582
Accounts payable - related party					4,500	(500)
Accrued interest - related parties					20,346	18,775
Accrued interest					15,557	15,321
Net Cash Used by Operating Activities					(16,112)	(22,325)
CASH FLOWS FROM INVESTING ACTIVITIES					0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable					0	10,000
Proceeds from notes payable - related parties					16,300	12,150
Net Cash Provided by Financing Activities					16,300	22,150
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					188	(175)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		$ 295		$ 734	295	734
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 483		$ 559		483	559	$ 483
SUPPLEMENTAL DISCLOSURES
Cash paid for interest					0	0
Cash paid for income taxes					$ 0	$ 0

XML

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Notes

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Bioethics, Ltd. (“the Company”) was organized under the laws of the State of Nevada on July 26, 1990.  The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of and at the complete discretion of the Company’s officers and directors.  The Company has not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

The accompanying financial statements are condensed and have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the nine months ended September 30, 2023 and 2022 have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2022 audited financial statements.  The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year.

XML

NOTE 2 - RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

Notes

NOTE 2 - RELATED PARTY TRANSACTIONS

NOTE 2 - RELATED PARTY TRANSACTIONS

Management Compensation - During the nine months ended September 30, 2023 and 2022, the Company did not pay any compensation to its officers and directors.

Beginning August 2017, the Company entered into an oral agreement to pay the Company’s President $500 per month as payment for use of his personal residence as the Company’s office and mailing address.  The Company has recorded rent expense of $4,500 during each of the nine months ended September 30, 2023 and 2022, which is included in the general and administrative expenses on the statements of operations, of which $13,000 and $8,500 remains payable at September 30, 2023 and December 31, 2022, respectively.    

On March 8, 2018, the Company entered into a promissory note with a newly-affiliated party in the amount of $43,250. The note is payable on demand and carries interest at 10% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 was $3,325 and $3,325, respectively, resulting in accrued interest of $24,066 and $20,831 at September 30, 2023 and December 31, 2022, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $43,250.  

On December 12, 2017, the Company entered into a promissory note with its President in the amount of $107,000.  On various dates from the origin of the note through December 31, 2022, the officer advanced the Company an additional $96,020, and the Company made payments of $20,686, resulting in the total note principal balance of $182,334 at December 31, 2022.  During the nine months ended September 30, 2023 and 2022, the Company received an additional $16,300 and $12,150, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $198,634 at September 30, 2023.  The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum. Interest expense on the note for the nine months ended September 30, 2023 and 2022 was $17,111 and $15,541, respectively, of which the Company repaid $-0- during the nine months ended September 30, 2023, resulting in accrued interest totaling $67,163 and $50,052 at September 30, 2023 and December 31, 2022, respectively.

XML

NOTE 3 - NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

Notes

NOTE 3 - NOTES PAYABLE

NOTE 3 - NOTES PAYABLE

On June 14, 2016, the Company issued a promissory note in the principal amount of $35,000 to an unaffiliated lender. The Note is due on demand at any time after its original maturity date of June 14, 2017, and carries an interest rate of 8% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $2,094 and $2,094, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $20,436 and $18,342, respectively. Principal balance due on the note at September 30, 2023 and December 31, 2022 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 nine months ended September 30, 2023 and 2022 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $5,405 and $4,507, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 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 nine months ended September 30, 2023 and 2022 totaled $1,795 and $1,795, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $10,810 and $9,015, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $20,000.

On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note was due on December 31, 2019, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $2,693 and $2,693, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $16,215 and $13,522, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 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, 2022, is currently in default, and carries an interest rate of 12% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $4,488 and $4,488, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $27,025 and $22,537, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $50,000.

On May 1, 2020, the Company issued a promissory note in the principal amount of $5,000 to an unaffiliated lender. The Note was due on May 1, 2022 and is now due on demand and carries an interest rate of 12% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $449 and $449, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $2,040 and $1,591, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $5,000.

On April 18, 2022, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on April 18, 2023 and carries an interest rate of 8% per annum. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $598 and $362, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $1,162 and $563, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $10,000.

XML

NOTE 4 - CONVERTIBLE NOTE PAYABLE

9 Months Ended

Sep. 30, 2023

Notes

NOTE 4 - CONVERTIBLE NOTE PAYABLE

NOTE 4 – CONVERTIBLE NOTES PAYABLE

On December 18, 2019, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.00 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $4,000, which was amortized over the life of the promissory note. At September 30, 2023 and December 31, 2022, the unamortized debt discount was $-0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the nine months ended September 30, 2023 and September 30, 2022. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $4,544 and $3,646, respectively. Principal balance on the note at September 30, 2023 and December 31, 2022 was $10,000.

On June 9, 2020, the Company issued a convertible promissory note in the original principal amount of $10,000 to a lender. The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.50 per share.  The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $6,200, which was amortized over the life of the promissory note. At September 30, 2023 and December 31, 2022, the

unamortized debt discount was $-0-, and the net convertible note balance was $10,000. The amortization of debt discount was $-0- during the nine months ended September 30, 2023 and 2022, respectively. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $788 and $748, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $3,310 and $2,562. Principal balance on the note at September 30, 2023 and December 31, 2022 was $10,000.

On August 3, 2020, the Company issued a convertible promissory note in the original principal amount of $15,000 to a lender. The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum. The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $7.00 per share.  The Company did not recognize a beneficial conversion feature or debt discount as the conversion price was higher than the market price at the time of issuance of the note. Interest expense for the nine months ended September 30, 2023 and 2022 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2023 and December 31, 2022 of $3,791 and $2,893. Principal balance on the note at September 30, 2023 and December 31, 2022 was $15,000.

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NOTE 5 - EQUITY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

Notes

NOTE 5 - EQUITY TRANSACTIONS

NOTE 5 – EQUITY TRANSACTIONS

The Company is authorized to issue 250,000,000 shares of common stock.  There were no equity transactions during the nine months ended September 30, 2023 or 2022, resulting in 1,135,194 shares of common stock issued and outstanding at September 30, 2023 and December 31, 2022.

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NOTE 6 - GOING CONCERN

9 Months Ended

Sep. 30, 2023

Notes

NOTE 6 - GOING CONCERN

NOTE 6 - GOING CONCERN

The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception totaling $1,253,476 and has no on-going operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, additional sales of its common stock, or through a possible business combination.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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NOTE 7 - LOSS PER SHARE

9 Months Ended

Sep. 30, 2023

Notes

NOTE 7 - LOSS PER SHARE

NOTE 7 - LOSS PER SHARE

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

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

		September 30, 2023		September 30, 2022
Net loss (numerator)	$	(72,746)	$	(72,503)
Weighted average shares outstanding (denominator)		1,135,194		1,135,194
Basic and fully diluted net loss per share amount	$	(0.06)	$	(0.06)

The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart.  For the nine months ended September 30, 2023 and 2022, the inclusion of these shares on the statements of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive, and as such they are excluded.  

The following data show the fully diluted shares for the nine months ended September 30, 2023 and 2022:

	September 30,
	2023	2022
Basic weighted average shares outstanding	1,135,194	1,135,194
Convertible debt	15,281	14,109
Total	1,150,475	1,149,303

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NOTE 8 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Notes

NOTE 8 - SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no events requiring disclosure.

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NOTE 7 - LOSS PER SHARE: Schedule of earnings per share (Tables)

9 Months Ended

Sep. 30, 2023

Tables/Schedules

Schedule of earnings per share

		September 30, 2023		September 30, 2022
Net loss (numerator)	$	(72,746)	$	(72,503)
Weighted average shares outstanding (denominator)		1,135,194		1,135,194
Basic and fully diluted net loss per share amount	$	(0.06)	$	(0.06)

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NOTE 7 - LOSS PER SHARE: Schedule of fully diluted shares (Tables)

9 Months Ended

Sep. 30, 2023

Tables/Schedules

Schedule of fully diluted shares

	September 30,
	2023	2022
Basic weighted average shares outstanding	1,135,194	1,135,194
Convertible debt	15,281	14,109
Total	1,150,475	1,149,303

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NOTE 2 - RELATED PARTY TRANSACTIONS (Details) - USD ($)		3 Months Ended		9 Months Ended
	Dec. 31, 2020	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 08, 2018	Dec. 12, 2017
Interest Expense		$ 12,296	$ 11,706	$ 35,903	$ 34,096
Director 1
Operating Leases, Rent Expense				4,500	4,500
Due to Related Parties, Current		13,000		13,000		$ 8,500
Newly Affiliated Party
Due to Related Parties, Current		24,066		24,066		20,831
Debt Instrument, Face Amount							$ 43,250
Debt Instrument, Interest Rate, Stated Percentage							10.00%
Interest Expense				3,325	3,325
Long-Term Debt, Gross		43,250		43,250		43,250
Sole Officer And Director
Due to Related Parties, Current		$ 198,634		$ 198,634		182,334
Debt Instrument, Face Amount								$ 107,000
Debt Instrument, Interest Rate, Stated Percentage		12.00%		12.00%
Interest Expense				$ 17,111	15,541
Proceeds from Related Party Debt	$ 96,020			16,300	$ 12,150
Repayments of Related Party Debt	$ 20,686
Repayment of Notes Receivable from Related Parties				0
Interest Payable, Current		$ 67,163		$ 67,163		$ 50,052

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NOTE 3 - NOTES PAYABLE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Apr. 18, 2024	Dec. 31, 2022	Apr. 18, 2022	May 01, 2020	Jan. 23, 2019	Dec. 31, 2018	Nov. 15, 2018	Aug. 15, 2018	Jun. 14, 2016
Interest Expense	$ 12,296	$ 11,706	$ 35,903	$ 34,096
Promissory Note 1
Debt Instrument, Face Amount													$ 35,000
Debt Instrument, Interest Rate, Stated Percentage													8.00%
Interest Expense			2,094	2,094
Interest Payable, Current	20,436		20,436			$ 18,342
Long-Term Debt, Gross						35,000
Promissory Note 2
Debt Instrument, Face Amount												$ 10,000
Debt Instrument, Interest Rate, Stated Percentage												12.00%
Interest Expense			898	898
Interest Payable, Current	5,405		5,405			4,507
Long-Term Debt, Gross	10,000		10,000			10,000
Promissory Note 3
Debt Instrument, Face Amount											$ 20,000
Debt Instrument, Interest Rate, Stated Percentage											12.00%
Interest Expense			1,795	1,795
Interest Payable, Current	10,810		10,810			9,015
Long-Term Debt, Gross	20,000		20,000			20,000
Promissory Note 4
Debt Instrument, Face Amount										$ 30,000
Debt Instrument, Interest Rate, Stated Percentage										12.00%
Interest Expense			2,693	2,693
Interest Payable, Current	16,215		16,215			13,522
Long-Term Debt, Gross	30,000		30,000			30,000
Promissory Note 5
Debt Instrument, Face Amount									$ 50,000
Debt Instrument, Interest Rate, Stated Percentage									12.00%
Interest Expense			4,488	4,488
Interest Payable, Current	27,025		27,025			22,537
Long-Term Debt, Gross	50,000		50,000			50,000
Promissory Note 6
Debt Instrument, Face Amount								$ 5,000
Debt Instrument, Interest Rate, Stated Percentage								12.00%
Interest Expense			449	449
Interest Payable, Current	2,040		2,040			1,591
Long-Term Debt, Gross	5,000		5,000			5,000
Promissory Note 7
Debt Instrument, Face Amount							$ 10,000
Debt Instrument, Interest Rate, Stated Percentage					8.00%
Interest Expense			598	$ 362
Interest Payable, Current	1,162		1,162			563
Long-Term Debt, Gross	$ 10,000		$ 10,000			$ 10,000

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NOTE 4 - CONVERTIBLE NOTE PAYABLE (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Interest Expense	$ 12,296	$ 11,706	$ 35,903	$ 34,096
A Lender
Debt Instrument, Face Amount	10,000		$ 10,000
Debt Instrument, Payment Terms			The Note was due on June 18, 2020, is currently in default, and carries an interest rate of 8% per annum
Debt Instrument, Convertible, Terms of Conversion Feature			The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.00 per share
Debt Instrument, Unamortized Discount	4,000		$ 4,000
Debt Instrument, Unamortized Discount, Current	0		0
Amortization of Debt Discount (Premium)			0	0
Interest Expense			898	898
Interest Payable, Current	4,544		4,544		$ 3,646
Long-Term Debt, Gross	10,000		10,000		10,000
A Lender (2)
Debt Instrument, Face Amount	10,000		$ 10,000
Debt Instrument, Payment Terms			The Note was due on June 9, 2021, is currently in default, and carries an interest rate of 10% per annum
Debt Instrument, Convertible, Terms of Conversion Feature			The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $2.50 per share
Debt Instrument, Unamortized Discount	6,200		$ 6,200
Debt Instrument, Unamortized Discount, Current					0
Amortization of Debt Discount (Premium)			0	0
Interest Expense			788	748
Interest Payable, Current	3,310		3,310		2,562
Long-Term Debt, Gross	10,000		10,000		10,000
A Lender (3)
Debt Instrument, Face Amount	15,000		$ 15,000
Debt Instrument, Payment Terms			The Note was due on August 3, 2021, is currently in default, and carries an interest rate of 8% per annum
Debt Instrument, Convertible, Terms of Conversion Feature			The Note is due and payable in full unless converted partially or in its entirety upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $7.00 per share
Interest Expense			$ 898	$ 898
Interest Payable, Current	3,791		3,791		2,893
Long-Term Debt, Gross	$ 15,000		$ 15,000		$ 15,000

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NOTE 5 - EQUITY TRANSACTIONS (Details) - shares	Sep. 30, 2023	Dec. 31, 2022
Details
Common Stock, Shares Authorized	250,000,000	250,000,000
Common Stock, Shares, Issued	1,135,194	1,135,194
Common Stock, Shares, Outstanding	1,135,194	1,135,194

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NOTE 6 - GOING CONCERN (Details) - USD ($)	3 Months Ended						9 Months Ended		398 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023
Details
NET LOSS	$ (22,300)	$ (26,810)	$ (23,636)	$ (22,204)	$ (28,620)	$ (21,679)	$ (72,746)	$ (72,503)	$ 1,253,476

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NOTE 7 - LOSS PER SHARE: Schedule of earnings per share (Details) - USD ($)	3 Months Ended						9 Months Ended		398 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023
Details
NET LOSS	$ (22,300)	$ (26,810)	$ (23,636)	$ (22,204)	$ (28,620)	$ (21,679)	$ (72,746)	$ (72,503)	$ 1,253,476
Weighted average shares outstanding (denominator)							1,135,194	1,135,194
Basic and fully diluted net loss per share amount							$ (0.06)	$ (0.06)

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NOTE 7 - LOSS PER SHARE: Schedule of fully diluted shares (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Details
Basic weighted average shares outstanding	1,135,194	1,135,194
Convertible debt	15,281	14,109
Total	1,150,475	1,149,303