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)
May 29, 1998
BIOETHICS, LTD.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
33-55254-41 87-0485312
(Commission file number) (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)
This document contains a total of 3 pages.
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Item 1. Changes in Control of Registrant
On May 29, 1998, Krista Nielson and Sasha Belliston, respectively
the President and Secretary/Treasurer and directors of the Registrant,
resigned from their respective positions. Prior to Ms. Nielson's and
Ms. Belliston's resignations, they appointed Mr. Mark J. Cowan as the sole
member of the Board of Directors of the Registrant and as the new
President, Chief Executive Officer, Chief Financial Officer, Secretary
and Treasurer of the Registrant. Ms. Nielson and Ms. Belliston acknowledged
that neither of them was resigning because of a disagreement with the
Registrant on any matter relating to the Registrant's operations, policies
or practices.
Prior to the resignation of Ms. Nielson and Ms. Belliston, they approved
and closed on the sale of 10,000,000 shares of Common Stock at an aggregate
purchase price of $40,000 in a private offering, which shares represent
approximately ninety-one percent (91%) of the outstanding shares of common
stock of the Registrant. The proceeds from the stock sale will be used to pay
for legal and accounting fees and for management to search for possible
business opportunities. Mr. Cowan purchased 2,500,000 shares of common stock
in such private offering with personal funds which shares represent
approximately twenty-three percent (23%) of the total issued and outstanding
common stock of the Registrant. Various other investors purchased the remaining
7,500,000 shares of common stock in the private offering. Mr. Cowan owns no
other securities of the Registrant. The only Registrant security that is
currently issued and outstanding is common stock.
The Registrant is not aware of any arrangements, the operation of which
may, at a subsequent date, result in a change in control of the Registrant.
Item 4. Changes in Registrant's Certifying Accountants
On June 1, 1998, the Registrant's Board of Directors elected to retain
Pritchett Siler & Hardy PC ("PSH") as its independent auditor and to dismiss
Smith & Company ("S&C"). The decision to change auditors was recommended by
the Registrant's Board of Directors.
The reports of S&C on the financial statements of the Registrant for each
of the two fiscal years in the period ended December 31, 1997, did not contain
any adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
During the Registrant's two most recent fiscal years and all subsequent
interim periods preceding such change in auditors, there was no disagreement
with S&C on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of the former accountant, would have caused it to make a
reference to the subject matter of the disagreements in connection with its
report; nor has S&C ever presented a written report, or otherwise communicated
in writing to the Registrant or its Board of Directors the existence of any
"disagreement" or "reportable event" within the meaning of Item 304 of
Regulation S-K.
The Registrant has authorized S&C to respond fully to the inquiries of
the Registrant's successor accountant and has requested that S&C provide the
Registrant with a letter addressed to the SEC, as required by Item 304(a)(3)
of Regulations S-K, so that the Registrant can file such letter with the SEC.
Item 5. Other Events
On May 29, 1998, Krista Nielson and Sasha Belliston resigned as directors
of the Registrant. Ms. Nielson and Ms. Belliston acknowledged that neither of
them was resigning because of a disagreement with the Registrant on any matter
relating to the Registrant's operations, policies or practices.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a. Financial Statements of Businesses Acquired.
Not applicable.
b. Pro Forma Financial Information.
Not applicable.
c. Exhibits.
Number Description
_______________ ___________________
16.1 Letter re change in Certifying Accountants*
* To be filed by amendment.
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.
BIOETHICS, LTD.
Date: June 1, 1998 By /s/ Mark J. Cowan
Mark J. Cowan
President, Chief Executive Officer and Director
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