BOTH.OTC.PinkBioethics LTD

10-K: Bioethics, Ltd. Reports Full Year 2023 Results, Continues Search for Acquisition Target

Sentiment:

Annual Results


Bioethics, Ltd., a shell company, reported its 2023 annual results, highlighting its ongoing search for a business acquisition opportunity and its financial position.

Capital raiseThe company is proposing to raise additional funds 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.
Worse than expectedThe company's net loss increased slightly from the previous year.The company's working capital deficit increased significantly.The company's cash balance decreased substantially.The company's auditors have raised substantial doubt about its ability to continue as a going concern.

Summary

  • Bioethics, Ltd. is a shell company with no active business operations, focused on identifying a business for acquisition or participation.
  • The company reported a net loss of $97,149 for the year ended December 31, 2023, compared to a net loss of $93,203 in 2022.
  • As of December 31, 2023, the company had a working capital deficit of $776,264 and an accumulated deficit of $1,277,879.
  • The company's total current liabilities were $776,403, including significant amounts in accounts payable, accrued interest, and notes payable.
  • The company's cash balance was $138 at the end of 2023, down from $295 at the end of 2022.
  • Bioethics, Ltd. has not generated any revenue since its inception and has incurred losses since 1990.
  • The company's management has broad discretion in selecting a business opportunity and may do so without stockholder approval.
  • The company's stock trades on the OTC Pink Marketplace and is subject to penny stock regulations.

Sentiment

Score: 2

Explanation: The document paints a bleak picture of the company's financial health, with increasing losses, a significant working capital deficit, and a very low cash balance. The auditor's going concern warning further lowers the sentiment.

Positives

  • The company is actively seeking a business opportunity, which could lead to future growth.
  • The company has a clear objective of acquiring or participating in a business venture.
  • The company has identified a potential path to future profitability through a business combination.

Negatives

  • The company has incurred losses since its inception and has no ongoing operations.
  • The company has a significant working capital deficit of $776,264.
  • The company's cash balance is very low at $138.
  • The company has substantial debt and liabilities.
  • The company's management has broad discretion in selecting a business opportunity without stockholder approval.
  • The company's stock is subject to penny stock regulations, which may restrict trading.

Risks

  • The company may not be able to locate a suitable business opportunity for acquisition or participation.
  • The terms of any acquisition or participation may not be favorable to the company.
  • The acquired business may not perform as expected or result in profits.
  • The company's limited resources may hinder its ability to compete for attractive business opportunities.
  • The company's management has broad discretion in selecting a business opportunity, which may not be in the best interest of stockholders.
  • The company's stock is subject to penny stock regulations, which may restrict trading and deter broker-dealers from effecting transactions.
  • The company's auditors have raised substantial doubt about its ability to continue as a going concern.

Future Outlook

The company intends to continue to seek, investigate, and potentially acquire an interest in a business opportunity, but there is no assurance of success.

Management Comments

  • Management has not established any firm criteria with respect to the type of business with which the Company desires to become involved.
  • The decision to acquire or participate in an enterprise may be made by the Company's board of directors without stockholder approval.
  • 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.

Industry Context

The company operates in the shell company space, which is characterized by high risk and uncertainty, and faces competition from various investment entities.

Comparison to Industry Standards

  • Bioethics, Ltd. is a shell company, which is a common structure for companies seeking acquisitions, but its financial position is weaker than many similar companies.
  • The company's lack of revenue and significant accumulated deficit are not uncommon for shell companies, but the magnitude of the deficit is concerning.
  • Compared to other shell companies, Bioethics, Ltd. has a very low cash balance and a high level of debt, which puts it at a disadvantage.
  • Many shell companies have a specific industry focus, while Bioethics, Ltd. has no specific criteria, which may make it more difficult to find a suitable acquisition target.
  • The company's reliance on related party loans is also a common practice for shell companies, but the high level of debt to related parties is a risk factor.

Related Party Transactions

  • The company has an oral agreement to pay its President $500 per month for use of his residence as the company's office.
  • The company has borrowed significant amounts from its President and other related parties through unsecured promissory notes.
  • The company has accrued significant interest on related party loans.

Stakeholder Impact

  • Shareholders face significant risk due to the company's poor financial condition and the uncertainty of its future.
  • Employees are not directly impacted as the company has no employees.
  • Customers and suppliers are not directly impacted as the company has no active business operations.
  • Creditors face risk due to the company's high level of debt and the uncertainty of its ability to repay.
  • The company's ability to continue as a going concern is in doubt, which could impact all stakeholders.

Next Steps

  • The company will continue to seek, investigate, and potentially acquire an interest in a business opportunity.
  • The company may need to raise additional capital to continue operations.

Key Dates

DateDescription
1990-07-26Bioethics, Ltd. was incorporated in Nevada.
2017-08-01Oral agreement to pay the company's president $500 per month for use of his residence as the company's office began.
2023-10-30Heaton & Company, PLLC was dismissed as the independent registered accounting firm and L J Soldinger Associates, LLC was engaged.
2023-12-31End of the fiscal year for which financial results are reported.
2024-04-04Date of share count, with 1,135,194 shares of common stock outstanding.
2024-04-11Date of the 10-K filing.

Keywords

shell company, acquisition, business opportunity, merger, OTC Pink Marketplace, penny stock, financial statements, going concern, working capital deficit, related party transactions

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