UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~October~~April 3026, ~~2023~~2024

Bioethics, Ltd.

(Exact name of Registrant as specified in its charter)

Nevada	333-55254-41	87-045312
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)

1661 Lakeview Circle, Ogden, UT, 84403

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: 801-399-3632

N/A

(Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. o

~~ITEM~~Item 45.0102Departure ~~CHANGES~~of INDirectors ~~REGISTRANT’S~~or ~~CERTIFYING~~Certain ~~ACCOUNTANT~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~April 3026, ~~2023~~2024, ~~the~~Doug ~~Company~~Morris ~~dismissed~~was ~~Heaton~~appointed &to ~~Company,~~serve ~~PLLC,~~as ~~dba~~a ~~Pinnacle~~member ~~Accountancy~~of ~~Group~~our Board of ~~Utah~~Directors ~~(“Pinnacle”)~~to asserve ~~its~~until ~~independent~~the ~~registered~~next ~~accounting~~annual ~~firm~~meeting, ~~and~~his ~~engaged~~earlier Lresignation Jor ~~Soldinger~~death. Mr. ~~Associates,~~Morris ~~LLC~~was ~~(“Soldinger”),~~also appointed as ~~its~~our ~~new~~Vice ~~independent~~President ~~registered~~of ~~accounting~~Corporate ~~firm~~Development. His biography is as follows:

~~Since~~Doug ~~Pinnacle’s~~Morris, ~~appointment~~Age as68, ~~our~~– Mr. ~~independent~~Morris ~~registered~~is ~~accounting~~a ~~firm~~co-founder onof ~~April~~Bio-Path 3Holdings, ~~2018~~Inc. (“Bio-Path”) and ~~through~~has ~~October~~served ~~29,~~as ~~2023,~~a ~~which~~director ~~included~~of ~~its~~Bio-Path ~~audits~~since of2007 ~~our~~and ~~financial~~served ~~statements~~as ~~and~~an ~~reviews~~officer offrom ~~Forms~~2007 ~~10-K~~to ~~for~~June ~~the~~2014. ~~years~~Mr. ~~ended~~Morris ~~December~~also ~~31,~~currently ~~2017~~serves ~~through~~as ~~2022,~~the Director of Investor Relations and ~~reviews~~the Secretary of ~~the~~Bio-Path. ~~quarterly~~Mr. ~~Forms~~Morris ~~10Q~~has ~~for~~served ~~the~~as ~~first~~an ~~three~~officer ~~quarters~~and director of ~~the~~Spirits ~~years~~Time ~~ended~~International, ~~December~~Inc. ~~31,~~since ~~2018~~August ~~through~~2022. ~~2023~~Mr. ~~and~~Morris ~~for~~previously ~~the~~served ~~three~~as ~~months~~a ~~ended~~co-founder, ~~March~~Managing 31Member, and ~~June~~Secretary ~~30,~~of ~~2023~~nCAP Holdings, ~~there~~LLC ~~were~~ (inCAP), noa ~~disagreements~~privately ~~between~~held ~~the~~technology ~~Company~~based company from September 2013 to January 2016. Between 1993 and ~~Pinnacle~~2010, onMr. ~~any~~Morris ~~matter~~was ofan ~~accounting~~officer ~~principles~~and ordirector ~~practices~~of Celtic Investment, Inc., a financial ~~statement~~services ~~disclosure,~~company. orMr. ~~auditing~~Morris ~~scope~~owned orand ~~procedures~~operated Hyacinth Resources, ~~which~~LLC ~~disagreement~~(“Hyacinth”), ifa ~~not~~business-consulting ~~resolved~~firm, tofrom ~~the~~1990 ~~satisfaction~~until ofSeptember ~~Pinnacle~~2018, ~~would~~and ~~have~~is ~~caused~~also ~~Pinnacle~~a toManaging ~~make~~Member ~~reference~~of ~~thereto~~Sycamore inVentures, ~~their~~LLC, ~~reports~~a onprivately ~~the~~held ~~financial~~consulting ~~statements~~firm. ~~for~~Mr. ~~such~~Morris ~~years,~~has ~~and~~a ~~(ii)~~B.A. nofrom ~~“reportable~~Brigham ~~events”~~Young asUniversity, ~~that~~and ~~term~~attended isthe ~~defined~~University inof ~~Item~~Southern ~~304(a)(1)(v)~~California ofMaster’s ~~Regulation~~program ~~S-K~~in public administration.

The Company provided Pinnacle with a copy of this Form 8-K and requested that Pinnacle furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Pinnacle agrees with the above statements. A copy of such letter, dated November 6, 2023 is attached as Exhibit 16.1.SIGNATURES

~~During~~Pursuant ~~years~~to ~~ended~~the ~~December~~requirements ~~31,~~of ~~2022 and 2021, and in~~ the ~~subsequent~~Securities ~~interim~~Exchange ~~period~~Act ~~through~~of ~~October 30~~1934, ~~2023,~~ the ~~Company~~registrant has ~~not~~duly ~~consulted~~caused ~~with~~this ~~Soldinger~~report ~~regarding either (i) the application of accounting principles~~ to ~~a specified transaction, either completed or proposed; or the type of audit opinion that might~~ be ~~rendered~~signed on ~~the~~its ~~Company’s~~behalf ~~financial statements, and neither a written report nor oral advice was provided to the Company that Soldinger concluded was an important factor considered~~ by the ~~Company~~undersigned inhereunto ~~reaching~~duly a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K)authorized.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Date: April 30, 2024	Bioethics, Ltd.


	By:	/s/ Mark A. Scharmann
		Mark A. Scharmann
		President and Chief Executive Officer

(d) Exhibits.

Exhibit Number		Description
16.1		Letter from Pinnacle dated November 6, 2023

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 hereunto duly authorized.

Date: November 6, 2023	Bioethics, Ltd.
	By:	/s/ Mark A. Scharmann
		Mark A. Scharmann
		President and Chief Executive Officer

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