Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers7

Item 9.01.Financial Statements and Exhibits7

--------------------------------------------------------------------------------


                                       2

--------------------------------------------------------------------------------



              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K ("Report") may contain forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as "may," "might," "would," "should," "could," "project," "estimate," "pro-forma," "predict," "potential," "strategy," "anticipate," "attempt," "develop," "plan," "help," "believe," "continue," "intend," "expect," "future," and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"), and the assumptions underlying or relating to any such statement.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation:


?The implementation of our business model and strategic plans for our business;

?Estimates of our future revenue, expenses, capital requirements and our need for financing;

?Our financial performance;

?Current and future government regulations;

?The real estate market;

?Developments relating to our competitors; and

?Other risks and uncertainties, including those listed under the section titled "Risk Factors."

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise, except as required by law. Readers should read this Report in conjunction with other documents which we may file from time to time with the SEC.


--------------------------------------------------------------------------------
                                       3

--------------------------------------------------------------------------------



                                EXPLANATORY NOTE

Bioethics, Ltd., a Nevada corporation (the "Company"), was a shell company that acquired several hundred acres of raw land pursuant to a Contribution and Subscription Agreement ("Contribution Agreement"). Due to disputes that arose in connection with possible encumbrances against the land conveyed in connection with the Rescission Agreement, the parties chose to rescind the Contribution Agreement and unwind the transactions. The result is that the Company has ceased plans to engage in land development and has returned to being a shell corporation.

Item 1.02. Termination of a Material Definitive Agreement

The Contribution Agreement, a material definitive agreement not made in the ordinary course of the Company's business to which the Company was a party, has been terminated. The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets





                    RESCISSION OF THE CONTRIBUTION AGREEMENT

                       AND RETURN OF RELATED TRANSACTIONS

This section describes the material provisions of the Mutual Rescission And Release Agreement ("Rescission Agreement"), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Contribution and Subscription Agreement, a copy of which is disclosed as Exhibit 2.1 to the current report on Form 8-K filed on January 27, 2020. A copy of the Rescission Agreement is disclosed herewith as Exhibit 10.10 to this Form 8-K. Unless otherwise defined herein, the capitalized terms used below are defined in the Contribution Agreement and Rescission Agreement, respectively.





The Contribution Agreement

On December 5, 2019 (the "Closing Date"), the Company consummated the transactions with First Federal Management Group, Inc., a Utah corporation ("First Federal") by which the parties entered into a Contribution Agreement. Pursuant to the Contribution Agreement, First Federal contributed, assigned and transferred to the Company assets consisting substantially of real property (the "Assets"). Property descriptions for the parcels held in fee simple are disclosed on Schedule 1 to the Contribution Agreement.

As part of the Contribution Agreement, First Federal executed deeds transferring the Assets from First Federal to the Company. Pursuant to the Contribution Agreement, First Federal contributed, assigned and transferred to the Company the Assets in exchange for the issuance to First Federal of 220,000,000 shares of common stock representing 95.2% of the issued and outstanding shares of the Company.





The Rescission Agreement

Effective as of February 24, 2020, the parties entered into the Rescission Agreement wherein the parties were required to unwind the Contribution Agreement and First Federal was required to transfer the 220,000,000 million Company common stock shares to the Company for cancellation and the Company was required to convey back to First Federal real property Assets as well as the rights to debt repayments. The conveyances required under the Rescission Agreement specifically included:

First Federal Conveyances to the Company

First Federal Delivery of 220,000,000 the Company Shares. The Rescission Agreement required the parties to cause Colonial Stock Transfer Corp. (the "Transfer Agent"), as transfer agent for the 220,000,000 the Company Shares, to transfer the 220,000,000 the Company Shares from First Federal to the Company. The shares are to be cancelled and return to treasury.


--------------------------------------------------------------------------------
                                       4

--------------------------------------------------------------------------------

Company Conveyances to First Federal

The Eagle Mountain/Fairfield Property, as identified in the Contribution Agreement, was re-conveyed by a Special Warranty Deed for the Eagle Mountain/Fairfield Property in the form of the Special Warranty Deed executed in connection with the Rescission Agreement.

The Kamas Property, as identified in the Contribution Agreement, was re-conveyed by a Special Warranty Deed for the Kamas Property in the form of the Special Warranty Deed executed in connection with the Rescission Agreement.

The Cummings Contract, Green Haven Assignment, the Geneva Note, the Green Haven Note and the Green Haven Deed of Trust, all as defined below, were assigned by the Company to First Federal by Assignment and Assumption of Contracts dated February 24, 2020, filed with this Form 8-K as Exhibit 10.11 ("Assignment Agreement") duly executed by the Company and pursuant to which the Company assigned to First Federal and First Federal assumed from the Company, all of the Company's right, title and interest in and to the following:

(i)the Real Estate Purchase Contract for Land, having an Offer Reference Date of August 14, 2019, between Assignor, as Buyer, and D. LaVell Cummings, as Seller, pertaining to the purchase and sale of approximately 160 acres of land (Parcel No. 59-019-004 and 59-019-005) for Two Million Four Hundred Thousand and 00/100 Dollars ($2,400,000.00) (the "Cummings Contract");

(ii)the Agreement Regarding Assignment and Assumption of Real Estate Contract, . . .

© Edgar Online, source Glimpses