FORM 10-QSB

                  U.S. SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549
                          ______________________

             Quarterly Report Under Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

               For the Quarterly Period Ended June 30, 2004

                    Commission File Number 33-55254-41

                              BIOETHICS, LTD.
          (Exact name of registrant as specified in its charter)


            Nevada                          87-0485312
(State or other jurisdiction of    (IRS Employer Identification No.)
incorporation or organization)


             8092 South Juniper Court, South Weber, Utah 84405
                 (Address of principal executive offices)
                                (Zip Code)

                              (801) 476-8110
           (Registrant's telephone number, including area code)

     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 preceding 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.

                          _X_ Yes        ___  No

     State  the  number  of  shares outstanding of each  of  the  issuer's
classes of common stock, as of the latest practicable date.

             Class                 Outstanding as of August 11, 2004

         Common Stock                        11,000,000


<PAGE>

                 PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.




                              BIOETHICS, LTD.
                       [A Development Stage Company]

                 UNAUDITED CONDENSED FINANCIAL STATEMENTS

                               JUNE 30, 2004











<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]




                                 CONTENTS

                                                                        PAGE

        -   Unaudited Condensed Balance Sheets,
            June 30, 2004 and December 31, 2003                            2


        -   Unaudited Condensed Statements of Operations,
            for the three and six months ended June 30, 2004
            and 2003 and for the period from inception on
            July 26, 1990 through June 30, 2004                            3


        -   Unaudited Condensed Statements of Cash Flows,
            for the six months ended June 30, 2004
            and 2003 and for the period from inception on
            July 26, 1990 through June 30, 2004                            4


        -   Notes to Unaudited Condensed Financial Statements          5 - 7

<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                                  June 30,   December 31,
                                                    2004         2003
                                                ___________  ___________
CURRENT ASSETS:
  Cash                                           $    4,203   $    5,876
                                                ___________  ___________
        Total Current Assets                          4,203        5,876
                                                ___________  ___________
                                                 $    4,203   $    5,876
                                                ___________  ___________


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                               $    2,305   $      740
                                                ___________  ___________
        Total Current Liabilities                     2,305          740
                                                ___________  ___________

STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   25,000,000 shares authorized,
   11,000,000 shares issued and
   outstanding                                       11,000       11,000
  Capital in excess of par value                     30,000       30,000
  Deficit accumulated during the
    development stage                               (39,102)     (35,864)
                                                ___________  ___________
        Total Stockholders' Equity                    1,898        5,136
                                                ___________  ___________
                                                 $    4,203   $    5,876
                                                ___________  ___________










Note: The balance sheet at December 31, 2003 was taken from the audited
   financial statements at that date and condensed.

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

                                    -2-

<PAGE>
                              BIOETHICS, LTD.
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                            For the Three       For the Six     From Inception
                            Months Ended        Months Ended      on July 26,
                              June 30,            June 30,       1990 Through
                        _________________________________________  June 30,
                          2004       2003       2004       2003      2004
                        ________   ________   ________   ________   ________
REVENUE:
  Sales                 $      -   $      -   $      -   $      -   $      -
                        ________   ________   ________   ________   ________
EXPENSES:
  General and
  administrative           1,548      1,009      3,238      3,531     39,102
                        ________   ________   ________   ________   ________

LOSS BEFORE INCOME
  TAXES                   (1,548)    (1,009)    (3,238)    (3,531)   (39,102)

CURRENT TAX EXPENSE            -          -          -          -          -

DEFERRED TAX EXPENSE           -          -          -          -          -
                        ________   ________   ________   ________   ________

NET LOSS                $ (1,548)  $ (1,009)  $ (3,238)  $ (3,531)  $(39,102)
                        ________   ________   ________   ________   ________

LOSS PER COMMON SHARE   $   (.00)  $   (.00)  $   (.00)  $   (.00)  $   (.01)
                        ________   ________   ________   ________   ________











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

                                    -3-

<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                For the Six      From Inception
                                                Months Ended      on July 26,
                                                  June 30,       1990 Through
                                            ____________________   June 30,
                                              2004       2003        2004
                                            _________  _________   _________
Cash Flows from Operating Activities:
 Net loss                                   $  (3,238) $  (3,531)  $ (39,102)
 Adjustments to reconcile net loss to
 net cash used by operating activities:
  Changes in assets and liabilities:
   Increase in accounts payable                 1,565         50       2,305
                                            _________  _________   _________
        Net Cash Used by
         Operating Activities                  (1,673)    (3,481)    (36,797)
                                            _________  _________   _________
Cash Flows from Investing Activities                -          -           -
                                            _________  _________   _________
        Net Cash Provided by
         Investing Activities                       -          -           -
                                            _________  _________   _________
Cash Flows from Financing Activities:
 Proceeds from common stock issuance                -          -      41,000
                                            _________  _________   _________
        Net Cash Provided by
         Financing Activities                       -          -      41,000
                                            _________  _________   _________

Net Increase (Decrease) in Cash                (1,673)    (3,481)      4,203

Cash at Beginning of Period                     5,876     11,769           -
                                            _________  _________   _________

Cash at End of Period                       $   4,203  $   8,288   $   4,203
                                            _________  _________   _________

Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                                 $       -  $       -   $       -
   Income taxes                             $       -  $       -   $       -

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the six months ended June 30, 2004:
     None

  For the six months ended June 30, 2003:
     None



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

                                    -4-

<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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 Statement of Financial Accounting  Standards
  No.  7.   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, 2004 and 2003 and for the periods
  then ended have been made.

  Certain   information  and  footnote  disclosures  normally  included   in
  financial  statements  prepared  in  accordance  with  generally  accepted
  accounting principles 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, 2003 audited financial statements.
  The results of operations for the periods ended June 30, 2004 and 2003 are
  not necessarily indicative of the operating results for the full year.

  Cash  and Cash Equivalents - The Company considers all highly liquid  debt
  investments purchased with a maturity of three months or less to  be  cash
  equivalents.

  Loss  Per  Share  -  The computation of loss per share  is  based  on  the
  weighted  average number of shares outstanding during the period presented
  in  accordance  with Statement of Financial Accounting Standard  No.  128,
  "Earnings Per Share".

  Accounting  Estimates  -  The  preparation  of  financial  statements   in
  conformity  with generally accepted accounting principles  in  the  United
  States  of  America requires management to make estimates and  assumptions
  that   affect  the  reported  amounts  of  assets  and  liabilities,   the
  disclosures  of  contingent assets and liabilities  at  the  date  of  the
  financial  statements,  and the reported amount of revenues  and  expenses
  during  the  reported  period.  Actual results  could  differ  from  those
  estimated.

                                    -5-

<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently  Enacted Accounting Standards - Statement of Financial Accounting
  Standards  ("SFAS")  No. 149, "Amendment of Statement  133  on  Derivative
  Instruments  and  Hedging Activities", and SFAS No. 150,  "Accounting  for
  Certain Financial Instruments with Characteristics of both Liabilities and
  Equity",  were  recently issued.  SFAS No. 149 and  150  have  no  current
  applicability  to the Company or their effect on the financial  statements
  would not have been significant.

NOTE 2 - COMMON STOCK

  During  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).

  During  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 [See Note 5].

NOTE 3 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting Standards No. 109, "Accounting  for  Income  Taxes".
  SFAS  No.  109  requires  the  Company  to  provide  a  net  deferred  tax
  asset/liability  equal  to  the  expected future  tax  benefit/expense  of
  temporary  reporting differences between book and tax  accounting  methods
  and any available operating loss or tax credit carryforwards.  At June 30,
  2004,  the  Company has available unused operating loss  carryforwards  of
  approximately $38,000, which may be applied against future taxable  income
  and which expire in various years through 2024.

  The  amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax  laws in effect, the future earnings of the Company, and other  future
  events,  the  effects  of  which cannot be  determined.   Because  of  the
  uncertainty  surrounding  the realization of the loss  carryforwards,  the
  Company  has established a valuation allowance equal to the tax effect  of
  the  loss  carryforwards and, therefore, no deferred tax  asset  has  been
  recognized  for the loss carryforwards.  The net deferred tax  assets  are
  approximately  $12,900 and $11,800 as of June 30, 2004  and  December  31,
  2003,  respectively, with an offsetting valuation allowance  of  the  same
  amount  resulting in a change in the valuation allowance of  approximately
  $1,100 during the six months ended June 30, 2004.

                                    -6-

<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS

  Management  Compensation - During the six months ended June 30,  2004  and
  2003,  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.

NOTE 5 - CHANGE IN CONTROL

  During May 1998, the Company raised $40,000 through the sale of 10,000,000
  shares of common stock.   The shares sold represented approximately ninety-
  one percent (91%) of the outstanding shares of common stock of the Company
  resulting  in a change in control of the Company.  The proceeds  from  the
  stock  sale  have been used to pay for legal and accounting fees  and  for
  management  to  search  for possible business opportunities.   The  former
  officers  and directors of the Company resigned and an individual  holding
  approximately  23% of the outstanding common stock was  appointed  as  the
  sole officer and director of the Company.

NOTE 6 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with  generally  accepted accounting principles 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  additional sales of its common stock.   There  is  no
  assurance  that the Company will be successful in raising this  additional
  capital  or  in achieving profitable operations.  The financial statements
  do not include any adjustments that might result from the outcome of these
  uncertainties.

NOTE 7 - LOSS PER SHARE

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

                        For the Three           For the Six      From Inception
                        Months Ended            Months Ended       on July 26,
                          June 30,                June 30,        1990 Through
                    ______________________________________________  June 30,
                       2004        2003        2004        2003       2004
                    __________  __________  __________  __________  __________
 Loss available to
 common shareholders
 (numerator)        $   (1,548) $   (1,009) $   (3,238) $   (3,531)   $(39,102)
                    __________  __________  __________  __________  __________
 Weighted average
 number of common
 shares outstanding
 during  the  period
 (denominator)      11,000,000  11,000,000  11,000,000  11,000,000   5,426,101
                    __________  __________  __________  __________  __________

  Dilutive  loss per share was not presented, as the Company had  no  common
  equivalent  shares  for  all  periods  presented  that  would  effect  the
  computation of diluted loss per share.


                                    -7-

<PAGE>





Item   2.  Management's  Discussion  and  Analysis  or  Plan   of
Operation.

     The following discussion and analysis provides information
which management believes is relevant to an assessment and
understanding of the Company's consolidated results of operations
and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and notes
thereto.

Plan of Operation

     The Company has no business operations, and very limited
assets or capital resources. The Company's business plan is to
seek one or more potential business ventures that, in the opinion
of management, may warrant involvement by the Company. The
Company recognizes that because of its limited financial,
managerial and other resources, the type of suitable potential
business ventures which may be available to it will be extremely
limited. The Company's principal business objective will be to
seek long-term growth potential in the business venture in which
it participates rather than to seek immediate, short-term
earnings. In seeking to attain the Company's business objective,
it will not restrict its search to any particular business or
industry, but may participate in business ventures of essentially
any kind or nature. It is emphasized that the business objectives
discussed are extremely general and are not intended to be
restrictive upon the discretion of management.

     The Company will not restrict its search for any specific
kind of firms, but may participate in a venture in its
preliminary or development stage, may participate in a business
that is already in operation or in a business in various stages
of its corporate existence. It is impossible to predict at this
stage the status of any venture in which the Company may
participate, in that the venture may need additional capital, may
merely desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer. In some
instances, the business endeavors may involve the acquisition of
or merger with a corporation which does not need substantial
additional cash but which desires to establish a public trading
market for its common stock.

     The Company does not have sufficient funding to meet its
anticipated cash needs. The current sole officer and director has
expressed his intent to borrow funds to the extent possible, to
fund the costs of operating the Company until a suitable business
venture can be completed. Management does not anticipate raising
funds during the next twelve months through the sale of
securities. There is no assurance that the Company will be able
to successfully identify and/or negotiate a suitable potential
business venture or raise additional funding.

     The Company has experienced net losses during the
development stage (July 3, 1990 to present) and has had no
significant revenues during such period. During the past two
fiscal years the Company has had no business operations. In light
of these circumstances, the ability of the Company to continue as
a going concern is significantly in doubt. The attached financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

Recent Accounting Pronouncements

     The Company has not adopted any new accounting policies that
would have a material impact on the Company's financial
condition, changes in financial conditions or results of
operations.

Forward-Looking Statements

     When used in this Form 10-QSB or other filings by the
Company with the Securities and Exchange Commission, in the
Company's press releases or other public or shareholder
communications, or in oral statements made with the approval of
an authorized officer of the Company's executive officers, the
words or phrases "would be", "will allow", "intends to", "will
likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project", or similar expressions are
intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.

     The Company cautions readers not to place undue reliance on
any forward-looking statements, which speak only as of the date
made, and advises readers that forward-looking statements involve
various risks and uncertainties. The Company does not undertake,
and specifically disclaims any obligation to update any forward-
looking statements to reflect occurrences or unanticipated events
or circumstances after the date of such statement.

Item 3. Controls and Procedures

     The Company has evaluated, with the participation of the
Company's Chief Executive Officer and Chief Financial Officer,
the effectiveness of the design and operation of the Company's
disclosure controls and procedures as of June 30, 2004 pursuant
to Exchange Act Rule 15d-15.  Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are
effective in timely alerting them to material information
relating to the Company required to be included in the Company's
periodic SEC filings.  There have been no significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most
recent evaluation.


                   PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K.

     (a)
                        INDEX TO EXHIBITS

 EXHIBIT NO.                  DESCRIPTION OF EXHIBIT

   3(i)     Articles of Incorporation of the Company
            (Incorporated by reference to Exhibit 3(i) of the
            Company's Form 10-KSB, dated December 31, 2003)

   3(ii)    Bylaws of the Company (Incorporated by reference to
            Exhibit 3(ii) of the Company's Form 10-KSB, dated
            December 31, 2003)

   31.1     Certification pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

   31.2     Certification pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

   32.1     Certification pursuant to 18 U.S.C. Section 1350, as
            adopted pursuant to Section 906 of the Sarbanes-
            Oxley Act of 2002

     (b)  Reports on Form 8-K:

     None.
                           SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                 BIOETHICS, LTD.


Date: August 11, 2004            By   /s/ Mark J. Cowan

                                      Mark J. Cowan
                                      President, Chief Executive
                                      Officer, Chief Financial
                                      Officer and Director