**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 **September 30, 2009**

 

| [   | ] 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.) |
|                                                                                |   |
| **1137 N. 120 W., American Fork, Utah**                                             | **84003** |
| (Address of principal executive offices)                                            | (Zip Code) |
|                                                                                |   |
| **(801) 681-4210**                                                                  |
| (Issuer’s telephone number, including area code)                              |
|                                                                                |   |
| **Not Applicable**                                                                  |
| (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 o |
|--------|------------------|------|

 

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). The            registrant has not yet been phased into the Interactive Data reporting system.

|   | Yes o  | No o |
|--------|------------------|------|

 

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 | o | Accelerated filer | o |
|--------|-------------------------|---|-------------------|---|

|   | Non-accelerated filer | o | 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 o |
|--------|------------------|------|

 

As of November 4, 2009, the issuer had outstanding 11,000,000 shares of common stock, par value $0.001. 

 

----

**BIOETHICS, LTD.**

 

**FORM 10-Q**

 

**FOR THE QUARTER ENDED SEPTEMBER 30, 2009**

 

**INDEX**

 

| **PART I**  **Financial Information** |
|-------------------------------------------------|

 

| **Item 1**. | Financial Statements (Unaudited) |
|-------------|----------------------------------|

|   | Unaudited Condensed Balance Sheets | 3 |
|--------|------------------------------------|---|

|   | Unaudited Condensed Statements of Operations | 4 |
|--------|----------------------------------------------|---|

|   | Unaudited Condensed Statements of Cash Flows | 5 |
|--------|----------------------------------------------|---|

|   | Notes to Unaudited Condensed Financial Statements | 6 |
|--------|---------------------------------------------------|---|

 

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

|   | and Results of Operations | 8 |
|--------|---------------------------|---|

 

| **Item 3**. Quantitative and Qualitative Disclosures About Market Risk | 9 |
|------------------------------------------------------------------------|---|

 

| **Item 4T**. Controls and Procedures | 9 |
|--------------------------------------|---|

 

**PART II Other Information**

 

| **Item 1**. Legal Proceedings | 10 |
|-------------------------------|----|

 

| **Item 1A**. Risk Factors | 10 |
|---------------------------|----|

 

| **Item 2**. Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
|-------------------------------------------------------------------------|----|

 

| **Item 3**. Defaults Upon Senior Securities | 10 |
|---------------------------------------------|----|

 

| **Item 4**. Submission of Matters to a Vote of Security Holders | 10 |
|-----------------------------------------------------------------|----|

 

| **Item 5**. Other Information | 10 |
|-------------------------------|----|

 

| **Item 6**. Exhibits | 11 |
|----------------------|----|

 

| **SIGNATURE** | 11 |
|---------------|----|

 

2

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|   | **PART I – FINANCIAL INFORMATION** |
|--------|------------------------------------------|

 

**Item 1. Financial Statements.**

 

| **BIOETHICS, LTD.**                                                                                                                                                   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| [A Development Stage Company]                                                                                                                                         |
| **UNAUDITED CONDENSED BALANCE SHEETS**                                                                                                                                |
|                                                                                                                                                                  |
|                                                                                                                                                                  | **September 30,** | **December 31,** |
|                                                                                                                                                                  | **2009** | **2008** |
| **CURRENT ASSETS**                                                                                                                                                    |   |   |
| Cash                                                                                                                                                                  | $                3,256   | $                1,818  |
|                                                                                                                                                                  |   |   |
| Total Current Assets                                                                                                                                                  | 3,256   | 1,818  |
|                                                                                                                                                                  |   |   |
|                                                                                                                                                                  | $                3,256   | $                1,818  |
|                                                                                                                                                                  |   |   |
| **CURRENT LIABILITIES**                                                                                                                                               |   |
| Accounts payable                                                                                                                                                      | $                3,729  | $                2,820  |
|                                                                                                                                                                  |   |   |
| Total Current Liabilities                                                                                                                                             | 3,729  | 2,820  |
|                                                                                                                                                                  |   |   |
|                                                                                                                                                                  |   |   |
| **STOCKHOLDERS’ EQUITY (DEFICIT):**                                                                                                                             |   |   |
| 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                                                                                                                                        | 92,775  | 75,000  |
| Deficit accumulated during the development stage                                                                                                                      | (104,248) | (87,002) |
|                                                                                                                                                                  |   |   |
| Total Stockholders’ Equity (Deficit)                                                                                                                            | (473) | (1,002) |
|                                                                                                                                                                  |   |   |
|                                                                                                                                                                  | $                3,256  | $                1,818  |
|                                                                                                                                                                  |
| Note: The balance sheet at December 31, 2008 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.                                                                        |

 

3

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| **BIOETHICS, LTD.**                                                                           |
|-----------------------------------------------------------------------------------------------|
| [A Development Stage Company]                                                                 |
| **UNAUDITED CONDENSED STATEMENTS OF OPERATIONS**                                              |
|                                                                                          |   |   |   |
|                                                                                          | **For the Three** | **For the Nine** | **From Inception** |
|                                                                                          | **Months Ended** | **Months Ended** | **On July 26, 1990** |
|                                                                                          | **September 30,** | **September 30,** | **Through Sept. 30,** |
|                                                                                          | **2009** | **2008** | **2009** | **2008** | **2009** |
|                                                                                          |   |   |   |   |   |
| **REVENUE**                                                                                   | $                -  | $                -  | $                -  | $                -  | $                   -  |
|                                                                                          |   |   |   |   |   |
| **EXPENSES:**                                                                                 |   |   |   |   |   |
| General and administrative                                                                    | 4,463  | 2,734  | 17,246  | 9,157  | 104,248  |
|                                                                                          |   |   |   |   |   |
| **LOSS BEFORE INCOME TAXES**                                                                  | (4,463) | (2,734) | (17,246) | (9,157) | (104,248) |
|                                                                                          |   |   |   |   |   |
| **CURRENT TAX EXPENSE**                                                                       | -  | -  | -  | -  | -   |
|                                                                                          |   |   |   |   |   |
| **DEFERRED TAX EXPENSE**                                                                      | -  | -  | -  | -  | -   |
|                                                                                          |   |   |   |   |   |
| **NET LOSS**                                                                                  | $      (4,463) | $      (2,734) | $     (17,246) | $     (9,157) | $     (104,248) |
|                                                                                          |   |   |   |   |   |
|                                                                                          |   |   |   |   |   |
| **LOSS PER COMMON SHARE**                                                                     | $        (0.00) | $         (0.00) | $        (0.00) | $       (0.00) |   |
|                                                                                          |   |   |   |   |   |
|                                                                                          |
| The accompanying notes are an integral part of these unaudited condensed financial statements |
|                                                                                          |

 

4

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| **BIOETHICS, LTD.**                                                                            |                                                                                                                       |
|------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|
| [A Development Stage Company]                                                                  |                                                                                                                       |
| **UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS**                                               |                                                                                                                       |
|                                                                                           |                                                                                                                       |   |
|                                                                                           | From Inception                                                                                                             |   |
|                                                                                           | on July 26                                                                                                                 |   |
|                                                                                           | For the Nine Months Ended                                                                                                  | 1990 Through |   |
|                                                                                           | September 30,                                                                                                              | September 30, |   |
|                                                                                           | 2009                                                                                                                       | 2008 | 2009 |   |
| **Cash Flows from Operating Activities:**                                                      |                                                                                                                       |   |   |   |
| Net loss                                                                                       | $        (17,246)                                                                       | $          (9,157) | $      (104,248) |   |
| Adjustments to reconcile net loss to net cash used by operating activities:                    |                                                                                                                       |   |   |   |
| Changes in assets and liabilities:                                                             |                                                                                                                       |   |   |   |
| Increase (decrease) in accounts payable                                                        | 909                                                                                                                   | (1,531) | 3,729  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| Net Cash (Used) by Operating Activities                                                        | (16,337)                                                                                                                   | (10,688) | (100,519) |   |
|                                                                                           |                                                                                                                       |   |   |   |
| **Cash flows from Investing Activities:**                                                      | -                                                                                                                     | -  | -  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| Net Cash Provided by Investing Activities                                                      | -                                                                                                                     | -  | -  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| **Cash Flows from Financing Activities:**                                                      |                                                                                                                       |   |   |   |
| Proceeds from common stock issuance                                                            | -                                                                                                                     | -  | 45,000  |   |
| Capital contribution                                                                           | 17,775                                                                                                                | -  | 58,775  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| Net Cash Provided by Financing Activities                                                      | 17,775                                                                                                                | -  | 103,775  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| Net Increase (Decrease) in Cash                                                                | 1,438                                                                                                                 | (10,688) | 3,256  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| Cash at Beginning of Period                                                                    | 1,818                                                                                                                 | 12,527  | -  |   |
|                                                                                           |                                                                                                                       |   |   |   |
| Cash at End of Period                                                                          | $           3,256                                                   | $           1,839  | $           3,256  |   |
|                                                                                           |                                                                                                                       |   |   |   |
|                                                                                           |                                                                                                                       |   |   |   |
| **Supplemental Disclosures of Cash Flow Information:**                                         |                                                                                                                       |   |   |   |
| Cash paid during the period for:                                                               |                                                                                                                       |   |   |   |
| Interest                                                                                       | $                   -       | $                  -  | $                   -  |   |
| Income Taxes                                                                                   | $                   -  | $                  -  | $                   -  |   |
|                                                                                           |                                                                                                                       |
| **Supplemental schedule of Non-cash Investing and Financing Activities:**                      |                                                                                                                       |
| For the nine months ended September 30, 2009:                                                  |                                                                                                                       |
| None                                                                                           |                                                                                                                       |
|                                                                                           |                                                                                                                       |
| For the nine months ended September 30, 2008:                                                  |                                                                                                                       |
| None                                                                                           |                                                                                                                       |
|                                                                                           |                                                                                                                       |
|                                                                                           |                                                                                                                       |
| The accompanying notes are an integral part of these unaudited condensed financial statements. |
|                                                                                                |                                                                                                                            |  |  |  |  |

 

5

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**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. 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 September 30, 2009 and 2008 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, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 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.

 

**Capital Contribution**- During the nine months ended September 30, 2009, a shareholder of the Company contributed $17,775 to the Company.

 

**NOTE 3 - RELATED PARTY TRANSACTIONS**

 

**Management Compensation -**During the nine months ended September 30, 2009 and 2008, 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.

 

 

6

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**BIOETHICS, LTD.**

[*A Development Stage Company*]

 

**NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**

 

**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 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 5 - LOSS PER SHARE**

 

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

 

|                               | For the Three |             | For the Nine  |
|------------------------------------|---------------|------------------|---------------|
|                               | Months Ended  |             | Months Ended  |
|                               | September 30, |             | September 30, |
|                               | 2009          |             | 2008          |   | 2009 |   | 2008 |
| Loss from continuing operations    |          |             |          |   |   |   |   |   |   |   |   |
| applicable to common               |          |             |          |   |   |   |   |   |   |   |   |
| stockholders (numerator)           | $             | (4,463)          |          | $ | (2,734) |   | $ | (17,246) |   | $ | (9,157) |
|                               |          |             |          |   |   |   |   |   |   |   |   |
| Weighted average number of         |          |             |          |   |   |   |   |   |   |   |   |
| common shares outstanding          |          |             |          |   |   |   |   |   |   |   |   |
| used in loss per share calculation |          |             |          |   |   |   |   |   |   |   |   |
| during the period (denominator     |          | 11,000,000  |          |   | 11,000,000  |   |   | 11,000,000  |   |   | 11,000,000  |

 

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

 

**NOTE 6 – SUBSEQUENT EVENTS**

 

The Company has evaluated subsequent events from the balance sheet date through November 3, 2009.

 

 

7

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**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**

 

When used in this Form 10-Q, in our filings with the Securities and Exchange Commission (“SEC”), in our press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer, 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. 

 

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 2008 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, 2009, the Companyhad a working capital deficit of $473 and a stockholders’ deficit of $473. The Company incurred net losses of $4,463 for the three months ended September 30, 2009 and $17,246 for the nine months ended September 30, 2009. 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 September 30, 2009 Compared to the Fiscal Quarter ended September 30, 2008**

 

The Company did not conduct any operations during its fiscal quarters ended September 30, 2009 or 2008, respectively, and had no assets other than cash. At September 30, 2009, the Company had cash in the amount of $3,256 as compared to cash at December 31, 2008 in the amount of $1,818. The increase in cash is the result of the $9,000 capital contribution made by a stockholder during the three months            ended September 30, 2009. At September 30, 2009, the Company had liabilities in the form of accounts payable in the amount of $3,729, as compared to liabilities in the form of accounts payable in the amount of $2,820 at December 31, 2008. The decrease in accounts payable is primarily the result of legal and accounting expenses incurred by the Company during the first nine months of 2009 in connection with its SEC reports, offset by contributions to capital from a stockholder during            the first nine months of 2009 in the aggregate amount of $17,775 that were used in part to pay down accounts payable. The Company had a working capital deficit of $473 at September 30, 2009 as compared to a working capital deficit of $1,002 at December 31, 2008. 

 

8

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The Company did not generate revenues during the third fiscal quarter of 2009 or 2008. The Company incurred general and administrative expenses of $4,463 during the quarter ended September 30, 2009 and $2,734 during the quarter ended September 30, 2008. The Company incurred general and administrative expenses of $17,246 during the nine months ended September 30, 2009 as compared to $9,157 during the nine            months ended September 30, 2008. The increase in such expenses is primarily the result of increased legal and accounting expenses incurred by the Company during 2009 in connection with a review of the Company’s 2007 report on Form 10-K by the SEC. 

 

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. During the year ended December 31, 2007, a stockholder of the Company contributed $15,000 to the Company and during the nine months ended September 30, 2009 a stockholder contributed $17,775 to the Company, which            contributions were sufficient to pay a substantial portion of the Company’s costs of operation through September 30, 2009. However, as of September 30, 2009, the Company’s current liabilities exceeded its current assets by $473 and the Company will be required to obtain additional contributions to capital, loans or proceeds from sales of its common stock in order to continue its operations during the remainder of the 2009 fiscal year. In the event the Company locates a            suitable candidate for potential acquisition, the Company will also 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 such 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**

 

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

 

**Item 3. Quantitative and Qualitative Disclosures About Market Risk.**

 

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

 

**Item 4T. 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, 2009, 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 September 30, 2009 were effective such that the information required to be 

 

9

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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 September 30, 2009 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 December 31, 2008, using the COSO framework, 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, 2008.

 

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

 

Not Applicable.

 

**Item 3. Defaults Upon Senior Securities.**

 

| Not Applicable. |
|-----------------|

 

**Item 4. Submission of Matters to a Vote of Security Holders.**

 

Not Applicable.

 

**Item 5. Other Information.**

 

Not Applicable.

 

10

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| **Item 6.** | **Exhibits** |
|-------------|--------------|

 

The following documents are included as exhibits to this report:

 

**(a) Exhibits**

|  

**Exhibit**

**Number** |   | **SEC Reference Number** |   |  

 

**Title of Document**                                    |   |  

 

**Location** |
|---------------------------------|--------|--------------------------|--------|--------------------------------------------------------------------------|--------|------------------------------|
|                            |   |                     |   |                                                                     |   |                         |
| 3.1                             |   | 3                        |   | Articles of Incorporation                                                |   | Incorporated by Reference*   |
| 3.2                             |   | 3                        |   | Bylaws                                                                   |   | Incorporated by Reference*   |
| 31.1                            |   | 31                       |   | Section 302 Certification of Chief Executive and ChiefFinancial Officer  |   | This Filing                  |
| 32.1                            |   | 32                       |   | Section 1350 Certification of Chief Executive and ChiefFinancial Officer |   | This Filing                  |

*Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’ 2003 Form 10-KSB report, filed March 30, 2004.

 

**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 5, 2009 | By /s/ Jed Beck                                     |
|                   | Jed Beck                                            |
|                   | President, Chief Executive Officer and              |
|                   | Chief Financial Officer                             |
|                   | (Principal Executive and Financial Officer)

  |

 

 

11

 

 

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