10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

[  ] 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	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)
3625 Cove Point Drive, Salt Lake City, Utah 84104
(Former name, former address, and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  

Yes [X]    No [  ]

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

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[X]

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

Yes [X]    No [  ]

As of August 10, 2015, the issuer had outstanding 116,000,000 shares of common stock, par value $0.001. 

BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2015

INDEX

PART I   Financial Information

Item 1.

Financial Statements (Unaudited)

3

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

and Results of Operations

 9

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 10

Item 4.  Controls and Procedures

 11

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

12

Item 4.  Mine Safety Disclosures

12

Item 5.  Other Information

12

Item 6.  Exhibits

12

SIGNATURES

14

PART I – FINANCIAL INFORMATION

      BIOETHICS, LTD.

CONTENTS

PAGE



Condensed Balance Sheets,

June 30, 2015 (unaudited) and December 31, 2014 (audited)

4



Unaudited Condensed Statements of Operations,  

For the three and six months ending June 30, 2015 and June 30, 2014 (restated)

5



Unaudited Condensed Statements of Cash Flows,

For the six months ended June 30, 2015 and June 30, 2014 (restated)                         6



 Notes to Unaudited Condensed Financial Statements three and six months

ended June 30, 2014 (restated)

7

BIOETHICS, LTD.
CONDENSED BALANCE SHEETS
	June  30,	December 31,
	2015	2014
	(unaudited)
CURRENT ASSETS
Cash	$                       19	$                11,634
Prepaid Expenses	3,750	7,500
Total Current Assets	3,769	19,134
Total Assets	$                  3,769	$               19,134
CURRENT LIABILITIES
Accounts Payable	$                  1,800	$                         -
Accrued Interest - stockholder	750	-
Notes Payable - stockholder	25,000	25,000
Total Current Liabilities	27,550	25,000
Total Liabilities	27,550	25,000
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock; $.01 par value, 25,000,000 shares
authorized, 0 shares issued and outstanding	-	-
Common stock; $.001 par value, 150,000,000 shares
authorized, 116,000,000 issued and outstanding	116,000	116,000
Additional paid-in capital	285,414	285,414
Accumulated deficit	(425,195)	(407,280)
Total Stockholders’ Equity (Deficit)	(23,781)	(5,866)
Total Liabilities and Equity	$                  3,769	$                19,134
The accompanying notes are an integral part of these unaudited condensed financial statements.

BIOETHICS, LTD.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three						For the Six
	Months Ended						Months Ended
	June 30,						June 30,
	2015			2014			2015			2014
				(restated)						(restated)
REVENUE	$                 -			$              -			$                 -			$                       -
OPRATING EXPENSES:
General and administrative	3,825			5,776			16,415			13,077
LOSS FROM OPERATIONS	(3,825)			(5,776)			(16,415)			(13,077)
OTHER INCOME (EXPENSE)
Interest Expense		(750)			(881)			(1,500)			(2,123)
Loss on extinguishment of debt			-			(187,500)			-			(187,500)
NET LOSS BEFORE INCOME TAXES			(4,575)			(194,157)			(17,915)			(202,700)
PROVISION FOR INCOME TAXES			-			-			-			-
NET LOSS			$      (4,575)			$(194,157)			$    (17,915)			$         (202,700)
LOSS PER COMMON SHARE			$        (0.00)			$      (0.01)			$        (0.00)			$               (0.02)
WEIGHTED AVERAGE NUMBER
COMMON SHARES OUTSTANDING			116,000,000			17,318,692			116,000,000			8,712,657
The accompanying notes are an integral part of these unaudited condensed financial statements

BIOETHICS, LTD.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Six Months Ended
	June 30,
	2015	2014
		(restated)
Cash Flows from Operating Activities:
Net loss	$          (17,915)	$        (202,700)
Adjustments to reconcile net loss to net cash
used by operating activities:
Loss on extinguishment of debt	-	187,500
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expense	3,750	(380)
Increase (decrease) in accounts payable	1,800	4,644
Increase (decrease) in accrued interest - stockholder	750	2,123
Net Cash (Used) by Operating Activities	(11,615)	(8,813)
Cash flows from Investing Activities:	-	-
Cash Flows from Financing Activities:
Proceeds from notes payable	-	11,000
Net Cash Provided by Financing Activities	-	11,000
Net Increase (Decrease) in Cash	(11,615)	2,187
Cash at Beginning of Period	11,634	359
Cash at End of Period	$                   19	$              2,546
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$                  750	$                      -
Cash paid for income taxes	$                      -	$                      -
Non-cash investing and financing activities	$                      -	$                      -
The accompanying notes are an integral part of these unaudited condensed financial statements.

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2015

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, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Condensed Financial Statements - The accompanying financial statements 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 at June 30, 2015 and 2014 and for the three and six months ended June 30, 2015 and 2014 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 condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements.  The results of operations for the periods ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

NOTE 2 - CAPITAL STOCK

Common Stock - In July 1990, in connection with its organization, the Company issued 1,000,000 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $1,000 (or $.001 per share).

In May 1998, the Company issued 10,000,000 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $40,000 (or $.004 per share).  The issuance of common stock resulted in a change in control of the Company.

In June 2014, the Company issued 105,000,000 shares of its previously authorized but unissued common stock for satisfaction of debts in the amount of $105,000 (see Note 4). The best-efforts Enterprise value of the shares issued was determined by management to be $292,500 (or $.003 per share). The excess of the fair value of the stock issued over the value of the debt settled of $187,500 has been recorded as a loss on extinguishment of debt.  The transaction resulted in a change in control of the Company, as well as a restatement of the June 30, 2014 comparative financial statements as illustrated in NOTE 8.

NOTE 3  RELATED PARTY TRANSACTIONS

Management Compensation - During the three and six months ended June 30, 2015 and 2014, the Company did not pay any compensation to its officers and directors.

Office Space - The Company has not had a need to rent office space.  An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company.

Notes Payable - Between January 2010 and March 2014, the Company borrowed $91,000 from a minority stockholder of the Company pursuant to unsecured promissory notes, which were due on demand and accrued interest at 6% per annum. In June 2014, the principal amount of $91,000, along with accrued interest of $14,000, was purchased by the Company’s then-sole officer and director and settled via the issuance of 105,000,000 shares of common stock of the Company.  This resulted in a change of control, as the former officer and director now owns 90.5% of the Company’s issued and outstanding stock.  In December 2014, the Company borrowed $25,000 from this majority shareholder pursuant to an unsecured promissory note, which is due on demand and accrues interest at 12% per annum, or $750 per quarter.  The note has accrued $1,500 in interest since its inception, of which $750 remains payable at June 30, 2015 (see NOTE 6).

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2015

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception 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 5 - LOSS PER SHARE

The following data show the amounts used in computing loss per share:

	For the	For the	For the	For the
	Three Months	Three Months	Three Months	Three Months
	Ended	Ended	Ended	Ended
	June 30	June 30	June 30	June 30
	2015	2014	2015	2014
		(restated)		(restated)
Loss from continuing operations
applicable to common
stockholders (numerator)	$  (4,575)	$ (194,157)	$(17,915)	(202,700)
Weighted average number of
common shares outstanding
used in loss per share calculation
during the period (denominator)	116,000,000	17,318,692	116,000,000	8,712,657

Dilutive loss per share was not presented; as the Company had no common share equivalents for all periods presented that would affect the computation of diluted loss per share. In addition, the Company has experienced continuing losses, so inclusion of any common share equivalents would result in an anti-dilutive effect.

NOTE 6 – SUBSEQUENT EVENTS

On July 24, 2015, Bradly Petersen resigned from his positions as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, and sole Director.  Mark A. Scharmann was appointed to serve in all positions vacated by Mr. Petersen, who remains the Company’s majority shareholder.

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

Note 7 – DEVELOPMENT STAGE OPERATIONS

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, “Development Stage Entities” (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning After December 15, 2015.  As such, the Company has not labeled the financial statements as those of a development stage entity and has not presented inception-to-date information on the respective financial statements.

BIOETHICS, LTD.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED JUNE 30, 2015

NOTE 8 – RESTATEMENT

As detailed in NOTE 2, in June 2014 the Company issued 105,000,000 shares of common stock valued at $292,500 for satisfaction of debts in the amount of $105,000.  The loss on extinguishment of debt resulting from the excess of the fair value of the stock issued over the debt settled of $187,500 (with offsetting entry to additional paid-in capital) was not considered at the time of the transaction, and was not recorded until the December 31, 2014 audit.  Thus, the applicable June 30, 2014 items have been restated in the accompanying financial statements and footnotes as follows:

	At June 30, 2014
	Amount as
	Originally		Restated
Account	Filed	Adjustment	Amount
Additional paid-in capital	$     92,776	$    187,500	$   280,276
Accumulated deficit	(214,289)	(187,500)	(401,789)
	3 Months Ended June 30, 2014			6 Months Ended June 30, 2014
	Amount as			Amount as
	Originally		Restated	Originally		Restated
Account	Filed	Adjustment	Amount	Filed	Adjustment	Amount
Loss on extinguishment of debt	-	(187,500)	(187,500)	-	(187,500)	(187,500)
Total other income (expense)	(881)	(187,500)	(188,381)	(2,123)	(187,500)	(189,623)
Net loss	(6,657)	(187,500)	(194,157)	(15,200)	(187,500)	(202,700)
Net loss per share	$      (0.00)	$       (0.01)	$      (0.01)	$    (0.00)	$       (0.02)	$   (0.02)

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 and “Risk Factors.”)

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  These statements reflect the Company’s views with respect to future events based upon information available to it at this time.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements.  These uncertainties and other factors include, but are not limited to the risk factors described herein under the caption “Risk Factors.”  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 2014 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 June 30, 2015, the Company had a working capital deficit of $23,781 and a deficit since inception of $425,195.  The Company incurred net losses of $4,575 and $194,157 for the three months ended June 30, 2015 and 2014, 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 fiscal Quarter ended June 30, 2015 Compared to the Fiscal Quarter ended June 30, 2014

The Company did not conduct any operations during it's the three month periods ended June 30, 2015 or 2014, and had no assets other than cash and prepaid expenses.  At June 30, 2015, the Company had cash in the amount of $19 as compared to cash at December 31, 2014 in the amount of $11,634.  The decrease in cash is the result of the payments of expenses and accounts payable during the reporting period, which consisted primarily of professional fees incurred to fulfill SEC filing requirements.  At June 30, 2015, the Company had total current liabilities of $27,550, consisting of accounts payable of $1,800, interest payable to shareholder of $750 and $25,000 of notes payable to a stockholder.  The increase in current liabilities represents accrual of general corporate bills received. The Company had a working capital deficit of $23,781 at June 30, 2015 as compared to a working capital deficit of $5,866 at December 31, 2014.  

The Company did not generate revenues during either the three-month or six month period ending June 30, 2015 or 2014.  The Company incurred general and administrative expenses of $3,825 during the three month period ended June 30, 2015, as compared to $5,776 during the three months ended June 30, 2014.  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 a net loss of $4,575 during the three month period ended June 30, 2015 as compared to a net loss of $194,157 during the three month period ended June  30, 2014. The decrease in net loss in 2015 as compared to 2014 is the result of a $187,500 loss on extinguishment of debt recorded during the three months ended June 30, 2014.

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company has an accumulated deficit of $425,195.

Liquidity and Capital Resources

Net cash used by operating activities was $11,615 and $8,813 during the three months ended June 30, 2015 and 2014 respectively.

No cash was provided or used by investing activities during the three-month periods ending June 30, 2015 or 2014.

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.

Recent Accounting Pronouncements

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, “Development Stage Entities” (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015.  As such, the Company has not labeled the financial statements as those of a development stage entity and has not presented inception-to-date information on the respective financial statements.

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 June 30, 2015, the end of the period covered by this report.  Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer, who is our sole officer and director, concluded that our disclosure controls and procedures as of  June 30, 2014 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.  

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended June 30, 015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In connection with an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 3015, using the COSO framework (1992), our management, with the participation of our Chief Executive Officer/Chief Financial Officer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, which does not allow for segregation of duties.  Our management believes the materiality of this weakness is mitigated by the Company’s status as a shell company with no significant assets or liabilities, no business operations and a limited number of transactions each year, and that the weakness does not have a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report.

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.

See the risk factors described in Item 1A of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014.

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.

11

None.

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

*Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’ 2014 Form 10-KSB report, filed March 30, 2004.

**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.

12

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:  August 10, 2015	By  /s/ Mark A. Sharmann
	Mark A. Sharmann
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

13

EX-31

Exhibit 31.1

I, Mark A. Sharmann, certify that:

1.

I have reviewed this report on Form 10-Q of Bioethics, Ltd;

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.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and we 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.

The registrant’s other certifying officer and 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 functions):

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.

	Bioethics, Ltd.
Date:  August 10, 2015	By  /s/ Mark A. Sharmann
	Mark A. Sharmann
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bioethics, Ltd. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2015 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Mark A. Sharmann, President, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	Bioethics, Ltd.
Date:  August 10, 2015	By  /s/ Mark A. Sharmann
	Mark A. Sharmann
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

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Note 4 - Going Concern

6 Months Ended

Jun. 30, 2015

Notes

Note 4 - Going Concern

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception 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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CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 19	$ 11,634
Prepaid Expenses	3,750	7,500
Total Current Assets	3,769	19,134
Total Assets	3,769	19,134
CURRENT LIABILITIES
Accounts Payable	1,800
Accrued Interest Due Shareholder	750
Notes Payable - Stockholder	25,000	25,000
Total Current Liabilities	27,550	25,000
Total Liabilities	27,550	25,000
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock; $.001 par value,150,000,000 shares authorized, 116,000,000 outstanding	116,000	116,000
Paid in capital	285,413	285,413
Accumulated deficit	(425,194)	(407,279)
Total Stockholders' Equity (Deficit)	(23,781)	(5,866)
Total Liabilities and Equity	$ 3,769	$ 19,134

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Note 2 - Capital Stock

6 Months Ended

Jun. 30, 2015

Notes

Note 2 - Capital Stock

NOTE 2 - CAPITAL STOCK

Common Stock - In July 1990, in connection with its organization, the Company issued 1,000,000 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $1,000 (or $.001 per share).

In May 1998, the Company issued 10,000,000 shares of its previously authorized but unissued common stock.  Total proceeds from the sale of stock amounted to $40,000 (or $.004 per share).  The issuance of common stock resulted in a change in control of the Company.

In June 2014, the Company issued 105,000,000 shares of its previously authorized but unissued common stock for satisfaction of debts in the amount of $105,000 (see Note 4). The best-efforts Enterprise value of the shares issued was determined by management to be $292,500 (or $.003 per share). The excess of the fair value of the stock issued over the value of the debt settled of $187,500 has been recorded as a loss on extinguishment of debt.  The issuance of common stock resulted in a change in control of the Company.

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Note 3 Related Party Transactions

6 Months Ended

Jun. 30, 2015

Notes

Note 3 Related Party Transactions

NOTE 3 RELATED PARTY TRANSACTIONS

Issued

Management Compensation - During the three months ended June 30, 2015 the Company did not pay any compensation to its officers and directors.

Office Space - The Company has not had a need to rent office space.  An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company.

Notes Payable - In January 2010, the Company borrowed $25,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In May and June 2011, the Company borrowed $5,000 and $20,000 from a stockholder of the Company pursuant to unsecured promissory notes.  In July 2012, the Company borrowed $20,000

from a stockholder of the Company pursuant to an unsecured promissory note.  In May 2013, the Company borrowed $10,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In January 2014, the Company borrowed $5,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In March 2014, the Company borrowed $6,000 from a stockholder of the Company pursuant to an unsecured promissory note.  Such notes are due on demand and accrue interest at 6% per annum.   In June 2014, the Company issued 105,000,000 shares of its common stock in connection with the conversion of $91,000 in unsecured promissory notes and $14,000 in accrued interest owed pursuant to the terms of the unsecured promissory notes, so that all principal and accrued interest was paid in full. During the three month period ended December 31, 2014, we borrowed $25,000 from our sole officer and director, a demand note, with an interest rate of 12% per annum.

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UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
EXPENSES:
General and administrative	$ 3,825	$ 5,776	$ 16,415	$ 13,077
LOSS BEFORE OTHER (EXPENSE)	(3,825)	(5,776)	(16,415)	(13,077)
OTHER (EXPENSE)
Interest Expense	750	881	1,500	2,124
NET OTHER INCOME BEFORE INCOME TAX	(750)	(881)	(1,500)	(2,124)
NET INCOME (LOSS)	$ (4,575)	$ (6,657)	$ (17,915)	$ (15,201)
LOSS PER COMMON SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

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Document and Entity Information - Jun. 30, 2015 - USD ($)	Total
Document and Entity Information:
Entity Registrant Name	BIOETHICS LTD
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Entity Central Index Key	0000894560
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	116,000,000
Entity Public Float	$ 116,000,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows from Operating Activities:
Net loss	$ (17,915)	$ (15,200)
Adjustments to reconcile net loss to net cash used by operating activities:
(Increase) in prepaid expense	3,750	(380)
Increase (decrease) in accounts payable	1,800	4,644
Increase (decrease) in accrued interest	750	2,123
Net Cash (Used) by Operating Activities	(11,615)	(8.813)
Proceeds from common stock issuance
Shares issued for debt settlement		105,000
Proceeds from notes payable		11,000
Net Cash Provided by Financing Activities		25,000
Net Increase (Decrease) in Cash	(11,615)	2,187
Cash at Beginning of Period	11,634	359
Cash at End of Period	$ 19	$ 2,546

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Note 7 - Development Stage Operations

6 Months Ended

Jun. 30, 2015

Notes

Note 7 - Development Stage Operations

Note 7 – DEVELOPMENT STAGE OPERATIONS

One June 14^th 2014 the Accounting Standards Accounting Board changed the requirements for reporting on a quarterly basis, all accounting requirements to be published on operations from inception thru the date on the report.

Companies are still required to publish this information on the annual audited statement. 

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Note 1 Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

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 has not commenced planned principal operations and is considered a development stage company as defined in ASC Topic No. 915. 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, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Condensed Financial Statements - The accompanying financial statements 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 at June 30, 2015 and 2014 and for the periods then ended 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 condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2014 audited financial statements.  The results of operations for the periods ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

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Note 6 - Subsequent Events

6 Months Ended

Jun. 30, 2015

Notes

Note 6 - Subsequent Events

NOTE 6 – SUBSEQUENT EVENTS

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