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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Note: The balance sheet at December 31, 2013 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.

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

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 ASC Topic No. 915. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of, and at the complete discretion of, the Company’s officers and directors.  The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Condensed Financial Statements -The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30,March 31, 2014 and 2013 and 2012 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, 20122013 audited financial statements.  The results of operations for the periods ended September 30,March 31, 2014 and 2013 and 2012 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 years 2005 to 2009, the Company received a total of $62,776 in shareholder contributions.

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation - During the ninethree months ended September 30,March 31, 2014 and 2013, and 2012, 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.

BIOETHICS, LTD.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

Notes Payable - In January 2010, the Company borrowed $25,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In May and June 2011, the Company borrowed $5,000 and $20,000 from a stockholder of the Company pursuant to unsecured promissory notes.  In July 2012, the Company borrowed $20,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In May 2013, the Company borrowed $10,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In January 2014, the Company borrowed $5,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In March 2014, the Company borrowed $6,000 from a stockholder of the Company pursuant to an unsecured promissory note.  Such notes are due on demand and accrue interest at 6% per annum.  At September 30, 2013March 31, 2014 accrued interest on such notes was $10,667.

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BIOETHICS, LTD.

[A Development Stage Company]

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS$13,119.

NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception and has no on-going operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, additional sales of its common stock or through a possible business combination.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 5 - LOSS PER SHARE

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

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 the date the financial statements were issued and determined there are no additional events to disclose.

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

You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report.  The following information contains forward-looking statements. (See “Forward-Looking Statements” below and “Risk Factors.”)

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.  These statements reflect the Company’s views with respect to future events based upon information available to it at this time.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements.  These uncertainties and other factors include, but are not limited to the risk factors described herein under the caption “Risk Factors.”  The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions identify forward-looking statements.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.

General

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

The Report of Independent Registered Public Accounting Firm on the Company’s 20122013 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, 2013,March 31, 2014, the Companyhad a working capital deficit of $90,138$103,856 and a stockholders’ deficit accumulated during the development stage of $90,138.$207,632.  The Company incurred net losses of $5,758$8,543 and $7,311 for the three months ended September 30,March 31, 2014 and 2013, and $17,352 for the nine months ended September 30, 2013.respectively.  The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.  

The Three and Nine Month PeriodsFiscal Quarter ended September 30, 2013March 31, 2014 Compared to the Three and Nine Month PeriodsFiscal Quarter ended September 30, 2012March 31, 2013

The Company did not conduct any operations during its fiscal quarters ended September 30,March 31, 2014 or 2013, or 2012, respectively, and had no assets other than cash.cash and prepaid expenses.  At September 30, 2013,March 31, 2014, the Company had cash in the amount of $529$2,656 as compared to cash at December 31, 20122013 in the amount of $4,505.$359.  The decreaseincrease in cash is the result of the receipt of a $10,000loan proceeds from stockholder loan in May, 2013loans partially offset in part by the payment of expenses.  At September 30, 2013,March 31, 2014, the Company had total current liabilities of $90,667,$106,892 consisting of accounts payable of $2,773, notes payable - stockholder of $91,000 and accrued interest payable - stockholder of $10,667 and notes payable – stockholder of $80,000,$13,119, as compared to total current liabilities of $77,291$95,672 at December 31, 20122013 consisting of accrued interestaccounts payable – stockholder of $7,291 and$3,795, notes payable - stockholder of $70,000.$80,000 and accrued interest payable - stockholder of $11,877.  The Company had a working capital deficit of $90,138$103,856 at September 30, 2013March 31, 2014 as compared to a working capital deficit of $72,786$95,313 at December 31, 2012.2013.     

The Company did not generate revenues during the first nine monthsfiscal quarter of 20132014 or 2012.2013.  The Company incurred general and administrative expenses of $4,548$7,301 during the three months ended September 30, 2013March 31, 2014 as compared to $6,852$6,276 during the three months ended September 30, 2012.  The Company incurred general and administrative expenses of $13,976 during the nine months ended September 30, 2013 as compared to $17,020 during the nine months ended September 30, 2012.March 31, 2013.  Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.   

The Company incurred a net loss of $5,758$8,543 during the three months ended September 30, 2013March 31, 2014 as compared to a net loss of $7,858$7,311 during the three months ended September 30, 2012 withMarch 31, 2013.  The increase in net loss in 2014 as compared to 2013 is the difference being attributable to a decrease inresult of higher general and administrative expenses during 2013 that was partially offset by an increaseand interest expense in interest expense.  The Company incurred a net loss of $17,352 during the nine months ended September 30, 2013 as compared to a net loss of $19,522 during the nine months ended September 30, 2012 with the difference being attributable to a decrease in general and administrative expenses during 2013 that was partially offset by an increase in interest expense.2014.  

Net cash used by operating activities was $13,976 for$8,703 during the ninethree months ended September 30, 2013March 31, 2014 resulting primarily from the net loss of $17,352$8,543 and a $3,376$1,022 decrease in accounts payable partially offset by a $1,242 increase in accrued interest.   Net cash used by operating activities was $16,023 during$910 for the ninethree months ended September 30, 2012March 31, 2013 resulting primarily from the net loss of $19,522$7,311 partially offset by a $997$5,366 increase in accounts payable and a $2,502$1,035 increase in accrued interest.

No cash was provided or used by investing activities during the first ninethree months of 20132014 or 2012.2013.

Net cash provided by financing activities during the ninefirst three months ended September 30, 2013of 2014 was $10,000$11,000 as a result of a demand loan from a stockholder.  Netstockholder bearing  interest at 6% per annum.  No cash was provided or used by financing activities during the ninefirst three months ended September 30, 2012 was $20,000 as a result of a demand loan from a stockholder.  All of such stockholder loans bear interest at 6% per annum.2013.  

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 May and June 2011In January 2010, the Company borrowed $25,000 from a stockholder pursuant to an unsecured promissory note.  In May and June 2011, the Company borrowed $5,000 and $20,000, respectively, from a stockholder pursuant to unsecured promissory notes.  DuringIn July 2012, the Company borrowed $20,000 from a stockholder pursuant to an unsecured promissory note.  DuringIn May, 2013, the Company borrowed $10,000 from a stockholder pursuant to an unsecured promissory note.  In January and March 2014, the Company borrowed $5,000 and $6,000, respectively, from a stockholder of the Company pursuant to unsecured promissory notes.  Such notes are due on demand and bear interest at the rate of 6% per annum.  As of September 30, 2013,March 31, 2014, the Company had expended all but $529$2,656 of the proceeds from the May, 2013 loan,January and March 2014 loans, its current liabilities exceeded its current assets by $90,138$103,856 and the Company requires additional contributions to capital, loans, or proceeds from sales of its common stock in order to continue its operations.  In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate.  The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.  

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company.  However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that isare 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 4.  Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the Exchange Act”) as of September 30, 2013,March 31, 2014, 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, 2013March 31, 2014 were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.  A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2013March 31, 2014 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, 2012,2013, using the COSO framework (1992), our management, with the participation of our Chief Executive Officer/Chief Financial Officer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, which does not allow for segregation of duties.  Our management believes the materiality of this weakness is mitigated by the Company’s status as a shell company with no significant assets or liabilities, no business operations and a limited number of transactions each year, and that the weakness does not have a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report.

Part II—OTHERII---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, 2012.2013.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.

Not Applicable.

Item 6.

Exhibits

The following documents are included as exhibits to this report:

(a)

Exhibits

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

**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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.

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