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): ~~November~~October 30, ~~2020~~2023

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

1ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

~~Section~~On 1October -30, ~~Registrant’s~~2023, ~~Business~~the Company dismissed Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah (“Pinnacle”) as its independent registered accounting firm and ~~Operations~~engaged L J Soldinger Associates, LLC (“Soldinger”), as its new independent registered accounting firm.

~~Item~~Since ~~1.01~~Pinnacle’s ~~Entry~~appointment ~~into~~as our independent registered accounting firm on April 3, 2018 and through October 29, 2023, which included its audits of our financial statements and reviews of Forms 10-K for the years ended December 31, 2017 through 2022, and reviews of the quarterly Forms 10Q for the first three quarters of the years ended December 31, 2018 through 2023 and for the three months ended March 31 and June 30, 2023, there were (i) no disagreements between the Company and Pinnacle on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Pinnacle, would have caused Pinnacle to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) ~~Material~~of ~~Definitive~~Regulation ~~Agreement~~S-K.

~~Execution~~The Company provided Pinnacle with a copy of ~~Agreement~~this Form 8-K and ~~Plan~~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 ~~Merger~~such –letter, ~~XCR~~dated ~~Diagnostics~~November 6, ~~Inc~~2023 is attached as Exhibit 16.1.

OnDuring ~~November~~years ~~30,~~ended ~~2020~~December 31, ~~Bioethics~~2022 and 2021, ~~Ltd.~~and (in the ~~“Company”),~~subsequent ~~entered~~interim ~~into~~period anthrough ~~Agreement~~October ~~and~~30, ~~Plan~~2023, ofthe ~~Merger~~Company ~~(“Merger~~has ~~Agreement”)~~not consulted with ~~XCR~~Soldinger ~~Diagnostics,~~regarding ~~Inc.~~either (~~“XCR”~~i) ~~to,~~the ~~subject~~application of accounting principles to a ~~number~~specified ~~of conditions~~transaction, ~~acquire~~either ~~100%~~completed ofor proposed; or the ~~ownership~~type of ~~XCR~~audit ~~for~~opinion ~~consideration~~that ofmight ~~(1)~~be ~~approximately~~rendered 38on the Company’s financial statements,~~843,906~~ ~~shares~~and ofneither a written report nor oral advice was provided to the Company’s ~~unregistered~~that ~~common~~Soldinger ~~stock~~concluded was an important factor considered by the Company in reaching a decision as to the accounting, ~~and~~auditing or financial reporting issue; or (2ii) ~~options~~any tomatter ~~purchase~~that ~~approximately~~was ~~7,500,000~~either ~~shares~~the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~Company’s~~related ~~unregistered~~instructions) ~~common~~or ~~stock~~a atreportable ~~various~~event ~~exercise~~(as ~~prices~~described in Item 304(a)(1)(v) of Regulation S-K).

~~There~~ITEM ~~will be many conditions to closing of the Merger Agreement, many of which are outside of the parties’ control and we cannot predict whether these conditions will be satisfied~~9.01 ~~There~~FINANCIAL ~~are~~STATEMENTS noAND ~~assurances when or if closing of the merger as set out in the Merger Agreement will occur.~~EXHIBITS

Closing of the acquisition of XCR is subject to a number of conditions, including but not limited to approval of the Company’s stockholders, providing required stockholder information and notice, the completion, filing and clearance of all necessary state and securities filings(d) Exhibits. The parties must also create and execute several exhibits and schedules, including formation of a merger subsidiary, Certificate of Merger, Articles of Merger and Disclosure Schedules for both the Company and XCR. The Merger Agreement requires that the Company raise $300,000. If the $300,000 is not raised within 90 days from the closing of the Merger, XCR may rescind this Agreement in its sole discretion.

The foregoing description of the Merger Agreement and its exhibits and schedules does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, attached as Exhibit 10.13 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.


Exhibit Number		Description

16.1		Letter from Pinnacle dated November 6, 2023

Any equity securities that may be issued in the Company’s capital raise to complete the Merger Agreement or fulfill the obligations stemming from it will not be registered at the time of issuance under the Securities Act of 1933, as amended, or applicable state laws and may not be offered or sold in the United States absent registration or an available exemption under applicable federal and state securities laws. The disclosures in this Form 8-K regarding the Company’s capital raise to finance the promissory note or any portion of the Merger Agreement are being made pursuant to Rule 135c under the Securities Act of 1933. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or XCR.SIGNATURES

~~Section~~Pursuant 9to -the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 9.01 Financial Statements and Exhibits

Date: November 6, 2023	Bioethics, Ltd.


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

Exhibit 10.13Agreement and Plan of Merger between Bioethics, Ltd. and XCR Diagnostics, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 1, 2020Bioethics, Ltd

/s/ Mark Scharmann

Mark Scharmann

Chief Executive Officer

Filing Compare · BIOETHICS LTD