<PAGE>




                                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 September 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
incorporation or organization)        (IRS Employer Identification No.)


             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 November 9, 2004
Common Stock                                 11,000,000


<PAGE>



                      PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.





                              BIOETHICS, LTD.
                       [A Development Stage Company]




                                 CONTENTS

                                                              PAGE

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


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


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


        -  Notes to Unaudited Condensed Financial Statements  5 - 7





<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                        September 30, December 31,
                                             2004         2003
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $    1,350   $    5,876
                                         ___________  ___________
        Total Current Assets                   1,350        5,876
                                         ___________  ___________
                                          $    1,350   $    5,876
                                         ___________  ___________


                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        $      750   $      740
                                         ___________  ___________
        Total Current Liabilities                750          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                       (40,400)     (35,864)
                                         ___________  ___________
        Total Stockholders' Equity               600        5,136
                                         ___________  ___________
                                          $    1,350   $    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 Nine    From Inception
                         Months Ended         Months Ended     on July 26,
                        September 30,         September 30,    1990 Through
                     ____________________  ____________________September 30,
                         2004     2003        2004      2003        2004
                     _________  _________  _________  _________   _________
REVENUE:
  Sales              $      -   $      -   $      -   $      -    $      -
                     _________  _________  _________  _________   _________
EXPENSES:
  General and
   administrative       1,298      1,154      4,536      4,685      40,400
                     _________  _________  _________  _________   _________

LOSS BEFORE INCOME
  TAXES                (1,298)    (1,154)    (4,536)    (4,685)    (40,400)

CURRENT TAX EXPENSE         -          -          -          -           -

DEFERRED TAX EXPENSE        -          -          -          -           -
                     _________  _________  _________  _________   _________

NET LOSS             $ (1,298)  $ (1,154)  $ (4,536)  $ (4,685)   $(40,400)
                     _________  _________  _________  _________   _________

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 Nine   From Inception
                                           Months Ended     on July 26,
                                           September 30,    1990 Through
                                        __________________  September 30,
                                           2004      2003      2004
                                        _________  _________   _________
Cash Flows from Operating Activities:
 Net loss                               $ (4,536)  $ (4,685)   $(40,400)
 Adjustments to reconcile net
   loss to net cash used by
   operating activities:
  Changes in assets and liabilities:
   Increase in accounts payable               10         10         750
                                        _________  _________   _________
        Net Cash Used by
         Operating Activities             (4,526)    (4,675)    (39,650)
                                        _________  _________   _________

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           (4,526)    (4,675)      1,350

Cash at Beginning of Period                5,876     11,769           -
                                        _________  _________   _________
Cash at End of Period                    $ 1,350   $  7,094    $  1,350
                                        _________  _________   _________

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 nine months ended September 30, 2004:
     None

  For the nine months ended September 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 September 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 September 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.

  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.

                                    -5-
<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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
  September  30,  2004,  the  Company has available  unused  operating  loss
  carryforwards  of  approximately $39,200, 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  $13,300 and $11,800 as of September 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
  $1,500 during the nine months ended September 30, 2004.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Management Compensation - During the nine months ended September 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.

                                   -6-
<PAGE>

                              BIOETHICS, LTD.
                       [A Development Stage Company]

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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:

                                                                      From
                                                                    Inception
                          For the Three         For the Nine       on July 26,
                          Months Ended          Months Ended           1990
                          September 30,         September 30,         Through
                     ______________________  ______________________  September
                         2004       2003        2004        2003     30, 2004
                     __________  __________  __________  __________  _________
  Loss available
  to common
  shareholders
  (numerator)        $  (1,298)  $  (1,154)  $  (4,536)  $  (4,685)  $(40,400)
                     __________  __________  __________  __________  _________
  Weighted average
  number of common
  shares outstanding
  during the period
  (denominator)      11,000,000  11,000,000  11,000,000  11,000,000  5,525,097
                     __________  __________  __________  __________  _________

  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 September 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.




Date: November 9, 2004                    BIOETHICS, LTD.


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