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, 2024

☐	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 ☒      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 ☒      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	☒	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 19, 2024, the issuer had outstanding 1,135,194 shares of common stock, par value $0.001.

BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2024

INDEX

PART I   Financial Information
Item 1. Condensed Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures About Market Risk	5
Item 4. Controls and Procedures	6
PART II Other Information
Item 1. Legal Proceedings	7
Item 1A. Risk Factors	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3. Defaults Upon Senior Securities	7
Item 4. Mine Safety Disclosures	7
Item 5. Other Information	7
Item 6. Exhibits	8
SIGNATURES	9

2

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

BIOETHICS, LTD.

CONTENTS

	PAGE
Condensed Unaudited Balance Sheets, As of September 30, 2024 and December 31, 2023	F-1
Condensed Unaudited Statements of Operations, For the three and nine months ended September 30, 2024 and 2023	F-2
Condensed Unaudited Statements of Stockholders’ Deficit, For the three and nine months ended September 30, 2024 and 2023	F-3
Condensed Unaudited Statements of Cash Flows, For the nine months ended September 30, 2024 and 2023	F-4
Notes to Condensed Unaudited Financial Statements For the nine months ended September 30, 2024 and 2023	F-5

3

BIOETHICS, LTD.

Condensed Balance Sheets

(Unaudited)

	September 30,			December 31,
	2024			2023*
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	17,153		$	138
Total Current Assets		17,153			138
TOTAL ASSETS	$	17,153		$	138
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	177,193		$	122,400
Accounts payable - related party		1,000			14,500
Accrued interest - related parties		91,183			98,406
Accrued interest		114,771			98,363
Convertible notes payable		35,000			35,000
Notes payable		190,000			160,000
Notes payable - related parties		270,939			247,734
Total Current Liabilities		880,086			776,403
TOTAL LIABILITIES		880,086			776,403
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.01 par value; 25,000,000 shares authorized, 620,000 and -0- shares issued and outstanding		6,200			-
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		556,279			500,479
Subscription receivable		(20,000	)		-
Accumulated deficit		(1,406,547	)		(1,277,879	)
Total Stockholders’ Deficit		(862,933	)		(776,265	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	17,153		$	138

*Derived from audited information

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-1

BIOETHICS, LTD.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
NET REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES
General and administrative		39,284			10,004			89,483			36,843
Total Operating Expenses		39,284			10,004			89,483			36,843
LOSS FROM OPERATIONS		(39,284	)		(10,004	)		(89,483	)		(36,843	)
OTHER INCOME (EXPENSES)
Interest expense		(13,799	)		(12,296	)		(39,185	)		(35,903	)
Total Other Income (Expenses)		(13,799	)		(12,296	)		(39,185	)		(35,903	)
NET LOSS BEFORE INCOME TAXES		(53,083	)		(22,300	)		(128,668	)		(72,746	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(53,083	)	$	(22,300	)	$	(128,668	)	$	(72,746	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.05	)	$	(0.02	)	$	(0.11	)	$	(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.

F-2

BIOETHICS, LTD.

Condensed Statements of Stockholders’ Deficit

(Unaudited)

	Nine Months Ended September 30, 2024
									Additional								Total
	Preferred Stock A				Common Stock				Paid-In		Subscription			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Receivable			Deficit			Deficit
Balance, December 31, 2023		-	$	-		1,135,914	$	1,135	$	500,479	$	-		$	(1,277,879	)	$	(776,265	)
Net loss for the three months ended March 31, 2024		-		-		-		-		-		-			(39,653	)		(39,653	)
Balance, March 31, 2024		-		-		1,135,914		1,135		500,479		-			(1,317,532	)		(815,918	)
Net loss for the three months ended June 30, 2024		-		-		-		-		-		-			(35,932	)		(35,932	)
Balance, June 30, 2024		-		-		1,135,914		1,135		500,479		-			(1,353,464	)		(851,850	)
Preferred stock issued for cash		620,000		6,200		-		-		55,800		(20,000	)		-			42,000
Net loss for the three months ended September 30, 2024		-		-		-		-		-		-			(53,083	)		(53,083	)
Balance, September 30, 2024		620,000	$	6,200		1,135,914	$	1,135	$	556,279	$	(20,000	)	$	(1,406,547	)	$	(862,933	)

	Nine Months Ended September 30, 2023
									Additional							Total
	Preferred Stock A				Common Stock				Paid-In		Subscription		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Receivable		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	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-3

BIOETHICS, LTD.

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(128,668	)	$	(72,746	)
Adjustments to reconcile net loss to net cash used by operating activities:
Changes in operating assets and liabilities:
Accounts payable		54,793			16,231
Accounts payable - related party		(13,500	)		4,500
Accrued interest - related parties		(7,223	)		20,346
Accrued interest		16,408			15,557
Net Cash Used by Operating Activities		(78,190	)		(16,112	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of preferred stock		42,000			-
Proceeds from notes payable		30,000			-
Proceeds from notes payable - related parties		23,205			16,300
Net Cash Provided by Financing Activities		95,205			16,300
INCREASE IN CASH AND CASH EQUIVALENTS		17,015			188
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		138			295
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	17,153		$	483
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	5,000		$	-
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL NON-CASH INFORMATION:
Preferred stock subscription receivable	$	20,000		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-4

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2024 and 2023

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, 2024 and 2023 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, 2023 audited financial statements.  The results of operations for the nine months ended September 30, 2024 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, 2024 and 2023, 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, 2024 and 2023, which is included in the general and administrative expenses on the statements of operations. The amount payable at December 31, 2023 was $14,500. During the nine months ended September 30, 2024, the Company paid 15,000, resulting in $4,000 payable at September 30, 2024.   

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, 2024 and 2023 was $3,238 and $3,235, respectively, resulting in accrued interest of $ 28,394 and $25,156 at September 30, 2024 and December 31, 2023, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 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, 2023, the officer advanced the Company an additional $118,170, and the Company made payments of $20,686, resulting in the total note principal balance of $204,484 at December 31, 2023.  During the nine months ended September 30, 2024 and 2023, the Company received an additional $23,205 and $16,300, respectively, and did not make any repayments of the principal balance resulting in the total note principal balance of $227,689 at September 30, 2024.  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, 2024 and 2023 was $19,540 and $17,111, respectively, of which the Company repaid $20,000 during the nine months ended September 30, 2024, resulting in accrued interest totaling $62,789 and $73,250 at September 30, 2024 and December 31, 2023, respectively.

F-5

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2024 and 2023

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, 2024 and 2023 totaled $2,096 and $2,094, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $23,238 and $21,142, respectively. Principal balance due on the note at September 30, 2024 and December 31, 2023 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, 2024 and 2023 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $6,606 and $5,707, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 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, 2024 and 2023 totaled $1,797 and $1,795, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $13,212 and $11,415, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 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, 2024 and 2023 totaled $2,695 and $2,693, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $19,817 and $17,122, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 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, 2024 and 2023 totaled $4,492 and $4,488, respectively, resulting in accrued interest at September 30, 2024and December 31, 2023 of $33,029 and $28,537, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 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, 2024 and 2023 totaled $449 and $449, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $2,640 and $2,191, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 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 was due on April 18, 2023 and is now due on demand and carries an interest rate of 8% per annum. Interest expense for the nine months ended September 30, 2024 and 2023 totaled $599 and $598, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $1,962 and $1,363, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 was $10,000.

On May 9, 2024, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on May 9, 2025 and carries an interest rate of 10% per annum. Interest expense for the nine months ended September 30, 2024 and 2023 totaled $395 and $-0-, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $395 and $-0-, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 was $10,000 and $-0-, respectively.

On June 21, 2024, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on June 21, 2025 and carries an interest rate of 10% per annum. Interest expense for the nine months ended September 30, 2024 and 2023 totaled $277 and $-0-, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $277 and $-0-, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 was $10,000 and $-0-, respectively.

On June 25, 2024, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note is due on June 25, 2025 and carries an interest rate of 10% per annum. Interest expense for the nine months ended September 30, 2024 and 2023 totaled $267 and $-0-, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $267 and $-0-, respectively. Principal balance on the note at September 30, 2024 and December 31, 2023 was $10,000 and $-0-, respectively.

F-6

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2024 and 2023

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, 2024 and December 31, 2023, 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, 2024 and September 30, 2023. Interest expense for the nine months ended September 30, 2024 and 2023 totaled $798 and $898, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $4,028 and $3,231, respectively. Principal balance on the note at September 30, 2024and December 31, 2023 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, 2024 and December 31, 2023, 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, 2024 and 2023, respectively. Interest expense for the nine months ended September 30, 2024 and 2023 totaled $749 and $748, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $4,310 and $3,562. Principal balance on the note at September 30, 2024 and December 31, 2023 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, 2024 and 2023 totaled $898 and $898, respectively, resulting in accrued interest at September 30, 2024 and December 31, 2023 of $4,992 and $4,093. Principal balance on the note at September 30, 2024 and December 31, 2023 was $15,000.

NOTE 5 – EQUITY TRANSACTIONS

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock.  There were no common stock transactions during the nine months ended September 30, 2024 or 2023, resulting in 1,135,194 shares of common stock issued and outstanding at September 30, 2024 and December 31, 2023.

 Preferred Stock

The Company has authorized 25,000,000 shares of Preferred Stock. On July 1, 2024 the Company filed with the State of Nevada for the designation of 6,000,000 shares of Series A Preferred Stock (“Series A”) with a par value of $0.01 per share. Each share of Series A has liquidation priority over any Junior Securities, is convertible into common stock at the option of the holder on a ten-for-one basis and carries no common votes unless and until converted to common stock at which time the converted shares are entitled to vote on any matter submitted to common stockholders. The Series A shares are not entitled to dividends unless and until converted to common stock at which time they would have dividend rights as common stock holders. On July 25, 2024 the Board of Directors voted to issue a total of 620,000 shares of Series A Preferred Stock at $0.10 per share for a total of $62,000. As of September 30, 2024 the Company had received $42,000 of the proceeds and the remaining $20,000 is reflected as a subscription receivable.

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 $1,406,547 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.

F-7

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2024 and 2023

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, 2024			September 30, 2023
Net loss (numerator)	$	(128,668	)	$	(72,746	)
Weighted average shares outstanding (denominator)		1,135,194			1,135,194
Basic and fully diluted net loss per share amount	$	(0.11	)	$	(0.06	)

Loss Per Share - The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements. At September 30, 2024 the Company had convertible debt outstanding that is convertible into 15,596 shares of common stock, and Series A Preferred Stock convertible into 6,200,000 shares of common stock. At September 30, 2023 the Company had convertible debt outstanding that was convertible into 15,281 shares of common stock, and Series A Preferred Stock convertible into 0 shares of common stock. The common stock issuable from the convertible debt, and preferred stock was not included, as it would be anti-dilutive due to the net losses incurred.

NOTE 8 – SUBSEQUENT EVENTS

On October 16, 2024, the Company issued a convertible debenture in the principal amount of $50,000 to a lender. The Note is due on October 16, 2025 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 $2.00 per share.

F-8

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, 2023 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, 2024, the Company had a working capital deficit of $862,933 and an accumulated deficit since inception of $1,406,547. The Company incurred net losses of $128,668 and $72,746 for the nine months ended September 30, 2024 and 2023, 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.

On or about September 20, 2024, the Company and SILQ Technologies Corporation, a Delaware corporation (“SILQ”), entered into an agreement and plan of merger (the “Agreement”) wherein the Company will acquire SILQ pursuant to a reverse triangular merger (the “Merger”), as further described in the Company’s Form 8-K filed September 25, 2024. There are no assurances that the Merger will be consummated. There are many conditions to closing, many of which are outside of the parties’ control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur.

The Three and nine Months ended September 30, 2024 compared to September 30, 2023

The Company did not conduct any operations during the nine-month periods ended September 30, 2024 or 2023.  At September 30, 2024, the Company had cash and total current assets in the amount of $17,153, compared to $138 at December 31, 2023.  At September 30, 2024, the Company had total current liabilities of $880,086, compared to $776,403 at December 31, 2023.  The Company had a working capital deficit of $862,933 at September 30, 2024 compared to $776,265 at December 31, 2023.

The Company did not generate revenues during the nine-month periods ending September 30, 2024 or 2023.  The Company incurred general and administrative expenses of $39,284 during the three months ended September 30, 2024, compared to $10,004 during the three months ended September 30, 2023.  The Company incurred general and administrative expenses of $89,483 during the nine months ended September 30, 2024, compared to $36,843 during the nine months ended September 30, 2023.  Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.  

4

The Company incurred other expenses of $13,799 during the three months ended September 30, 2024 compared to $12,296 during the three months ended September 30, 2023.  The Company incurred other expenses of $39,185 during the nine months ended September 30, 2024 compared to $35,903 during the nine months ended September 30, 2023.  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 $53,083 during the three months ended September 30, 2024, compared to a net loss of $22,300 during the three months ended September 30, 2023.  The Company incurred a net loss of $128,668 during the nine months ended September 30, 2024, compared to a net loss of $72,746 during the nine months ended September 30, 2023.

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 $1,406,547 as of September 30, 2024.

Liquidity and Capital Resources

Net cash used by operating activities was $78,190 and $16,112 during the nine months ended September 30, 2024 and 2023, respectively.

Net cash provided by investing activities was $-0- during both the nine months ended September 30, 2024 and 2023.

Net cash provided by financing activities was $95,205 and $16,300 during the nine months ended September 30, 2024 and 2023, 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.  Other than as noted elsewhere in this filing 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.”

5

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, 2024, 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, 2024 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. 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, 2024. 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, 2024. 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. 

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

6

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.

7

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**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).	This Filing
101.SCH**		Inline XBRL Taxonomy Extension Schema	This Filing
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase	This Filing
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase	This Filing
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase	This Filing
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase	This Filing
104**		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).	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.

8

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 19, 2024	By: /s/ Mark A. Scharmann
	Mark A. Scharmann
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

9