BIOETHICS Remains a Shell, Hunts for Opportunity Amidst Penny Stock Status

TL;DR

**BIOETHICS is a high-risk shell company with no business, no employees, and a penny stock designation – avoid unless you're a thrill-seeking speculator.**

AI Summary

BIOETHICS, LTD. (BIOETHICS) is a Nevada-incorporated shell company, established in 1990, with no active business operations and no significant revenues generated to date. The company's primary activity is the search for and evaluation of potential business opportunities for acquisition or participation. As of December 31, 2024, the aggregate market value of common stock held by non-affiliates was $292,914, based on a closing price of $2.25 per share on June 30, 2024. The company's common stock trades sporadically on the OTC Pink Marketplace under the symbol "BOTH," with a closing price of $1.25 on July 30, 2025. BIOETHICS has 3,600,194 shares of common stock outstanding as of July 31, 2025, and approximately 384 holders of record as of December 31, 2024. The company operates with no employees, relying on its President who works without compensation, and has an oral agreement to pay its President $500 per month for office use. BIOETHICS faces substantial competition in identifying suitable business opportunities from entities with significantly greater resources and experience.

Why It Matters

BIOETHICS' status as a shell company with no active operations and a stock price under $5.00 (making it a 'penny stock') presents significant risks for investors, as trading is restricted and market liquidity is low. The company's reliance on its uncompensated President and lack of a defined business plan or industry focus creates substantial uncertainty, impacting potential employees and customers who would be part of any future acquired business. In a competitive landscape dominated by well-resourced investment bankers and venture capitalists, BIOETHICS' limited resources make finding a beneficial acquisition challenging, potentially leaving current investors with diluted equity and no return.

Risk Assessment

Risk Level: high — The company explicitly states it is a 'shell company' with 'no active business operations' and has 'not yet generated any significant revenues' since its 1990 incorporation. Its common stock trades as a 'penny stock' (closing price $1.25 on July 30, 2025), subjecting it to restrictive sales practices and deterring broker-dealers, which severely limits liquidity and investor interest. Furthermore, the company has 'no employees' and relies on an uncompensated President, indicating a severe lack of operational infrastructure and dedicated management.

Analyst Insight

Investors should exercise extreme caution and likely avoid BIOETHICS given its shell company status, lack of operations, and penny stock designation. The high risk of dilution from future acquisitions and the absence of a defined business strategy make it a speculative bet with minimal transparency or control for existing shareholders.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$176,955

eps

N/A

gross Margin

N/A

cash Position

$14,664

revenue Growth

N/A

Key Numbers

• $292,914 — Aggregate market value of non-affiliate common stock (as of June 30, 2024, based on $2.25 per share)
• $1.25 — Closing price per common share (on OTC Pink Marketplace as of July 30, 2025)
• 3,600,194 — Shares of common stock outstanding (as of July 31, 2025)
• 384 — Holders of record of common stock (as of December 31, 2024)
• $500 — Monthly payment for office use (paid to the Company's President since August 2017)
• 1990 — Year of incorporation (company has not generated significant revenues since)

Key Players & Entities

• BIOETHICS, LTD. (company) — registrant and shell company
• Nevada (regulator) — state of incorporation
• SEC (regulator) — regulates penny stocks
• President (person) — uncompensated officer handling company affairs
• Colonial Stock Transfer Co., Inc. (company) — transfer agent and registrar
• OTC Pink Marketplace (company) — market where common stock trades
• Private Securities Litigation Reform Act of 1995 (regulator) — governs forward-looking statements
• Investment Company Act of 1940 (regulator) — act company avoids classification under

FAQ

Risk Factors

• Shell Company Status and Lack of Operations [high — operational]: BIOETHICS LTD is a shell company incorporated in 1990 with no active business operations and has not generated significant revenues to date. Its primary activity is searching for potential business opportunities for acquisition or participation. This status exposes the company to the risks of a new business combined with the substantial risks of acquiring an unknown entity.
• Going Concern Uncertainty [high — financial]: The company has incurred losses since its inception and has no ongoing operations, raising substantial doubt about its ability to continue as a going concern. At December 31, 2024, BIOETHICS LTD had a working capital deficit of $931,220 and an accumulated deficit of $1,454,834.
• Dependence on External Capital [high — financial]: There is no assurance that BIOETHICS LTD will be able to obtain the necessary debt or equity capital to continue its operations or to fund any potential acquisition. The company had a cash position of $14,664 as of December 31, 2024.
• Intense Competition for Opportunities [medium — market]: BIOETHICS LTD faces substantial competition in identifying suitable business opportunities from entities with significantly greater resources and experience. Management has not established firm criteria for acquisition targets, leading to unrestricted discretion in selection.
• Dilution Risk from Future Acquisitions [medium — financial]: Any future acquisition or participation in a business enterprise may involve the issuance of a controlling interest in BIOETHICS LTD, which would dilute the equity interests of existing stockholders. This could also result in a reduction of the company's net tangible asset value per share.
• Merger Agreement Expiration [medium — legal]: An agreement and plan of merger with SILQ Technologies Corporation, entered into on September 20, 2024, has expired and was not extended as of the report date. There were no assurances the merger would be consummated due to unsatisfied conditions outside the parties' control.
• Reliance on Uncompensated President [low — operational]: The company operates with no employees, relying on its President who works without compensation. There is an oral agreement to pay the President $500 per month for office use, highlighting a minimal operational structure.

Industry Context

BIOETHICS LTD operates in the highly competitive landscape of identifying and acquiring business opportunities. As a shell company with no specific industry focus, it competes against a wide array of entities, including private equity firms, venture capital funds, and other special purpose acquisition companies (SPACs), many of which possess significantly greater financial resources and established expertise in deal sourcing and execution.

Regulatory Implications

As a shell company, BIOETHICS LTD is subject to heightened scrutiny and specific disclosure requirements, particularly if it were to engage in a business combination. The potential for dilution and the lack of established operations could also attract regulatory attention regarding investor protection and market manipulation, especially given its trading on the OTC Pink Marketplace.

What Investors Should Do

1. Monitor for any new acquisition or merger announcements.
2. Assess the financial health and funding strategy of the company.
3. Evaluate the terms and potential dilution of any proposed business combination.
4. Consider the speculative nature of the investment.

Key Dates

• 1990-XX-XX: Company Incorporated — BIOETHICS LTD was established as a Nevada corporation, marking the beginning of its existence as a shell company.
• 2017-08-XX: Office Use Agreement with President — An oral agreement began for the President to receive $500 per month for office use, indicating the company's minimal operational expenses.
• 2023-12-31: Fiscal Year End — The company reported a net loss of $97,149 and had $138 in cash.
• 2024-06-30: Market Value of Non-Affiliate Stock — The aggregate market value of common stock held by non-affiliates was $292,914, based on a closing price of $2.25 per share.
• 2024-09-20: Merger Agreement with SILQ — An agreement was entered into for a reverse triangular merger, though it later expired without consummation.
• 2024-12-31: Fiscal Year End — The company reported a net loss of $176,955, had $14,664 in cash, and a working capital deficit of $931,220.
• 2025-07-30: Stock Trading Price — The common stock traded sporadically on the OTC Pink Marketplace at a closing price of $1.25 per share.
• 2025-07-31: Shares Outstanding — BIOETHICS LTD had 3,600,194 shares of common stock outstanding.

Glossary

Shell Company

A company that is formed and maintained for the purpose of holding assets, liabilities, and equity, but has no active business operations or significant revenue. (BIOETHICS LTD is explicitly identified as a shell company, which dictates its business strategy and associated risks.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months. If there is substantial doubt about this, it must be disclosed. (The company's financial statements raise substantial doubt about its ability to continue as a going concern due to persistent losses and lack of operations.)

Accumulated Deficit

The total cumulative net losses of a company since its inception that have not been offset by net income. (BIOETHICS LTD has an accumulated deficit of $1,454,834 as of December 31, 2024, highlighting its history of unprofitability.)

Working Capital Deficit

Occurs when a company's current liabilities exceed its current assets, indicating potential short-term liquidity issues. (BIOETHICS LTD had a working capital deficit of $931,220 as of December 31, 2024, signaling financial strain.)

Reverse Triangular Merger

A type of merger where the target company's shareholders receive stock in the acquiring company's subsidiary, and the target company merges into that subsidiary. (This was the structure of the proposed merger with SILQ Technologies Corporation, which ultimately expired.)

OTC Pink Marketplace

A quotation service for over-the-counter (OTC) securities, often used by smaller or less liquid companies. (BIOETHICS LTD's common stock trades on this market, indicating its status as a micro-cap or thinly traded security.)

Year-Over-Year Comparison

The company's financial situation has deteriorated compared to the prior year. Net losses have increased from $97,149 in fiscal year 2023 to $176,955 in fiscal year 2024. While cash has increased from $138 to $14,664, this is offset by a significant rise in the working capital deficit from an unspecified amount in 2023 to $931,220 in 2024, and an increase in total current liabilities. The proposed merger with SILQ, a key event in the prior period, has expired, indicating a lack of progress in finding a business opportunity.

Key Financial Figures

• $2.25 — 292,914 , based upon a closing price of $2.25 per common share. APPLICABLE ONLY TO R
• $500 — greement to pay the Company's President $500 per month as payment for use of his per
• $1.25 — , 2025, the published closing price was $1.25 for the Company's common stock on the O
• $5.00 — g a market price (as defined) less than $5.00 per share, or an exercise price of less
• $931,220 — ompany had a working capital deficit of $931,220 and an accumulated deficit of $1,454,83
• $1,454,834 — $931,220 and an accumulated deficit of $1,454,834. The Company incurred net losses of $17
• $176,955 — 834. The Company incurred net losses of $176,955 and $97,149 for its fiscal years ended
• $97,149 — any incurred net losses of $176,955 and $97,149 for its fiscal years ended December 31,
• $14,664 — , the Company had cash in the amount of $14,664 as compared to cash at December 31, 202
• $138 — h at December 31, 2023 in the amount of $138. 8 At December 31, 2024, the Company
• $945,884 — the Company had current liabilities of $945,884, consisting of accounts payable of $192
• $192,788 — ,884, consisting of accounts payable of $192,788, accounts payable – related party of $1
• $1,500 — 88, accounts payable – related party of $1,500, accrued interest payable – related par
• $44,355 — d interest payable – related parties of $44,355, accrued interest of $121,552, converti
• $121,552 — parties of $44,355, accrued interest of $121,552, convertible notes payable of $110,000,

Filing Documents

• both_10k.htm (10-K) — 569KB
• both_ex311.htm (EX-31.1) — 10KB
• both_ex312.htm (EX-32.2) — 4KB
• 0001477932-25-005771.txt ( ) — 2475KB
• both-20241231.xsd (EX-101.SCH) — 25KB
• both-20241231_lab.xml (EX-101.LAB) — 154KB
• both-20241231_cal.xml (EX-101.CAL) — 27KB
• both-20241231_pre.xml (EX-101.PRE) — 124KB
• both-20241231_def.xml (EX-101.DEF) — 55KB
• both_10k_htm.xml (XML) — 245KB

FORWARD-LOOKING STATEMENTS

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 ability of the Company to locate a business opportunity for acquisition or participation by the Company; the terms of the Company's acquisition of or participation in a business opportunity; and the operating and financial performance of any business opportunity following its acquisition or participation by the Company. 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. Part I

Description of Business

Item 1. Description of Business General Bioethics, Ltd., (the "Registrant" or the "Company") is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company. History The Company was incorporated in 1990 as a Nevada corporation. The Company has not yet generated any significant revenues. Since its organization in 1990, the Company has not engaged in active business operations and its activities have consisted of its search for and evaluation of potential business opportunities for acquisition or participation by the Company. During this period, the Company has incurred limited operating expenses necessary to maintain its status as a corporation in good standing and has incurred expenses in connection with its search for and evaluation of potential business opportunities. Due to the lack of active operations and the Company's stated purpose of seeking to acquire a currently unknown business opportunity, the Company may be classified as a "shell" company subject to all the risks of a new business together with the substantial risks associated with the search for and acquisition of business opportunities. Business Plan The Company intends to continue to seek, investigate and, if warranted, acquire an interest in a business opportunity. Management has not established any firm criteria with respect to the type of business with which the Company desires to become involved and will consider participating in a business enterprise in a variety of different industries or areas with no limitation as to the geographical location of the enterprise. The Company's management will have unrestricted discretion in reviewing, analyzing, and ultimately selecting a business enterprise for acquisition or participation by the Company. It is anticipated that any enterprise ultimately selected will be selected by management based on its analysis and evaluation of the business and financial condit

Risk Factors

Item 1A. Risk Factors Not Applicable. The Company is a "smaller reporting company."

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. Not Applicable. The Company is a "smaller reporting company."

Cybersecurity

Item 1C. Cybersecurity Given the size of our company and the nature of our operations, we do not believe that we face significant cybersecurity risk. We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. We utilize standard commercial software for business operations, which includes basic security features such as password protection and data encryption. Our management is generally responsible for assessing and managing any cybersecurity threats. To date, we have not experienced any material cybersecurity incidents, and there has been no known unauthorized access to our systems. Should any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for further actions, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or actions that the Board of Directors deems appropriate to take.

Properties

Item 2. Properties. The Company's offices are located at the residence of an officer at 1661 Lakeview Circle, Ogden, Utah 84403. Beginning August 2017, the Company entered into an oral agreement to pay the Company's President $500 per month as payment for use of his personal residence as the Company's office and mailing address. The Company does not own or lease any other properties.

Legal Proceedings

Item 3. Legal Proceedings. The Company is not a party to any material legal proceedings and, to the best of its knowledge; no such legal proceedings have been threatened against it.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not Applicable. 6 Part II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company's common stock is included on the OTC Pink Marketplace under the symbol "BOTH." On July 30, 2025, the published closing price was $1.25 for the Company's common stock on the OTC Pink Marketplace. At December 31, 2024, there were approximately 384 holders of record of the Company's common stock, as reported by the Company's transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single stockholder. No dividends have ever been paid on the Company's securities, and the Company has no current plans to pay dividends in the foreseeable future. Special Sales Practice Requirements with Regard to "Penny Stocks" To protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred to as "penny stocks," the SEC has adopted regulations that generally define a "penny stock" to be any equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions. Since the price of our stock is well below $5.00 per share, our stock is subject to the "penny stock" regulations. As a result, broker-dealers selling our common stock are subject to additional sales practices when they sell our stock to persons other than established clients and "accredited investors." For transactions covered by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination, receive the purchaser's written consent to the transaction and deliver a risk disclosure document relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative taking the order, cu

Selected Financial Data

Item 6. Selected Financial Data Not Applicable. The Company is a "smaller reporting company."

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. 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 .") 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 2024 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 December 31, 2024, the Company had a working capital deficit of $931,220 and an accumulated deficit of $1,454,834. The Company incurred net losses of $176,955 and $97,149 for its fiscal years ended December 31, 2024 and 2023, respectively. There can be no assurance that the Company will be able to obtain the additional debt or equity capital required to continue its operations. On or about September 20, 2024, the Company and SILQ Technologies Corporation, a Delaware corporation ("SILQ"), entered into an agreement and plan of merger (the "Agreement") wherein the Company would acquire SILQ pursuant to a reverse triangular merger (the "Merger"), as further described in the Company's Form 8-K filed September 25, 2024. There are no assurances that the Merger will be consummated. There are many conditions to closing, many of which are outside of the parties' control, and we cannot predict whether these conditions will be satisfied. There are no assurances when or if closing will occur. The Agreement has subsequently expired and has not been extended as of

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