July 21, 2024

Business Active

business the management

Form 10-K Bio-En Holdings Corp. For: Dec 31

66 min read

Get instant alerts when news breaks on your stocks. Claim your 1-week free trial to StreetInsider Premium here.


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31,
2020

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________
to ________________

 

Commission file number 333-186629

 

BIO-EN HOLDINGS CORP.

(Exact name of Registrant as specified in
its charter)

 

Delaware   990369776
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer Identification No.)
     
1 County Road, Unit B6    
Secaucus, New Jersey   07094
(Address of principal executive offices)   (Zip Code)

 

(845) 364-7151

(Registrant’s telephone number, including
area code)

 

Securities registered pursuant to Section 12(b) of
the Act:

 

N/A   N/A
Title of each class   Name of each exchange on which
registered

 

Securities registered pursuant to Section 12(g) of
the Act:

 

Shares of Common Stock, $0.0001 par
value

Title of Class

 

Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
¨  No x

 

Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes
x  No ¨

 

Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
¨  No x

 

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).

Yes x  No ¨

 

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company   x
    Emerging growth company ¨

 

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 13(a) of the Exchange
Act. ¨

 

Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
x  No ¨

 

There was no active public trading market
as of the last business day of the Company’s second fiscal quarter, so there was no aggregate market value of common stock
held by non-affiliates.

 

As at March 19, 2021 there were
77,350,003 shares of common stock issued and outstanding.

 

Documents Incorporated By Reference: None.

 

 

 

TABLE OF CONTENTS

 

 

 

CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS

 

This Annual Report on Form 10-K (this
Report”) contains “forward-looking statements.” Forward-looking statements discuss matters that
are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as
“anticipate,” “believe,” “estimate,” “intend,” “could,” “should,”
“would,” “may,” “seek,” “plan,” “might,” “will,” “expect,”
“predict,” “project,” “forecast,” “potential,” “continue” negatives
thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying
assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially
different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and
uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described
in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy
or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout
this Report and include information concerning possible or assumed future results of our operations, including statements about
potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management;
any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results,
and any other statements that are not historical facts.

 

These forward-looking statements represent
our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other
factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results
expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.
All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to
us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred
to in this Report.

 

Except to the extent required by law, we
undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

As used in this Annual Report, the terms
“Company”, “W(w)e,” “U(u)s,” “O(o)ur,” “Bio-En Holdings Corp., “Bio-En”,
“BHC”,” and “Issuer” mean Bio-En Holdings Corp., unless the context clearly requires otherwise.

 

 

PART I

 

ITEM 1. BUSINESS

 

Overview

 

Bio-En Holdings Corp. (formerly Olivia
Inc.)
is a Delaware corporation, incorporated on August 2, 2011. The Company initially intended to participate in the
bio-fuel technology industry. The Company held a license agreement for a portfolio of patents including Gravity Pressure Vessels
and supporting appurtenances (“Licensed Technology”).

 

The Company planned to design and execute
agreements to build, operate and maintain a bio-mass to energy facility on the Island of Malta, utilizing the Licensed Technology
(“Facility”).

 

The Company was not successful in obtaining
the full funding required to establish the Facility. The Company is no longer seeking to exploit the Licensed Technology and/or
pursuing the establishment of the Facility.

 

As a result of discontinuing its prior
operations relating to the proposed building of the Facility and exploitation of the Licensed Technology, the Company became a
shell company. As discussed below, the Company’s current business plan is to seek and identify a privately-held operating
company desiring to become a publicly held company by combining with the Company through a reverse merger or acquisition type transaction.
Private companies wishing to have their securities publicly traded may seek to merge or effect an exchange transaction with a shell
company that is reporting and eligible for quotation on the over-the-counter market. As a result of the merger or exchange transaction,
the stockholders of the private company will hold a majority of the issued and outstanding shares of the shell company. Typically,
the directors and officers of the private company become the directors and officers of the shell company. Often the name of the
private company becomes the name of the shell company.

 

Although the Company has not yet determined
what private company, business or assets to acquire, the Company’s Chief Executive Officer is involved in several business
ventures and may ask the board to consider acquiring one or more of such business ventures. Alternatively, the Company may seek
to acquire a private company, business or assets from an unrelated third party.

 

Our Corporate History and Background

 

The Company, through its merger (“Merger”)
with Bio-En Corp (“BEC”), entered into the development stage and devoted substantially all of its efforts to
the development of its business plan, whereby Company intended to participate in the waste to bio-fuel technology industry. The
Company intended to plan, design, and execute agreements to build, operate and maintain a bio-mass to energy operation at the Facility,
the same contingent on sufficient capital funding. The Company’s fiscal year-end is December 31.

 

 

New Opportunities

 

With the inability to raise the necessary
funds we have been forced to reevaluate our business plans. As such, our principal business objective for the next 12 months and
beyond will be to achieve long-term growth potential through starting up a new business or a combination with an existing business.
We will not restrict our potential candidate target companies to any specific business, industry or geographical location and,
thus, may acquire any type of business. Furthermore, we will consider both businesses and opportunities that are under the control
of our chief executive officer, Baruch Adika, and also businesses and opportunities that are under the control of unrelated third
parties.

 

The analysis of new business opportunities
has and will be undertaken by or under the supervision of our officers and directors. We have unrestricted flexibility in seeking,
analyzing and participating in potential business opportunities. In our efforts to analyze potential acquisition targets, we will
consider the following kinds of factors:

 

  · Potential for growth, indicated by new technology, anticipated market expansion or new products;

 

  · Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

 

  · Strength and diversity of management, either in place or scheduled for recruitment;

 

  · Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

 

  · The cost of participation by us as compared to the perceived tangible and intangible values and potentials;

 

  · The extent to which the business opportunity can be advanced;

 

  · The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

 

  · Other relevant factors.

 

In applying the foregoing criteria, no
one of which will be controlling, we will attempt to analyze all factors and circumstances and make a determination based upon
reasonable investigative measures and available data. Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be acquired.

 

 

Form of Acquisition

 

The manner in which we participate in an
opportunity will depend upon the nature of the opportunity, the respective needs and desires of us and the potential candidates,
and our relative negotiating strength with such candidates. It is likely that we will require its participation in a business opportunity
through the issuance of our common stock or other securities. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax
free” reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as amended (the “Code“),
depends upon whether the owners of the acquired business will own 80{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of the voting stock of the surviving entity. If a
transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under
the Code, all prior stockholders would, in such circumstances, retain 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or less of the total issued and outstanding shares. Under
other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially
less than 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution
to the equity of those who were our stockholders prior to such transaction.

 

Our present stockholders may not be left
with control of a majority of our voting shares following the formation of a new business or an acquisition. As part of such a
transaction, all or a majority of our directors and officers may resign and new directors may be appointed.

 

In the case of an acquisition, the transaction
may be accomplished upon determination of the Company’s Board of Directors (“Board”), without any vote or approval
by stockholders. In the case of a statutory merger or consolidation directly involving us, it may be necessary to call a stockholders’
meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder
approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to
certain appraisal rights to dissenting stockholders. Most likely, we will seek to structure any such transaction so as not to require
stockholder approval.

 

It is anticipated that the investigation
of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and
other instruments will require substantial time and attention and substantial cost for accountants, attorneys and others. If a
decision were made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation
would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss to us of the related costs incurred.

 

Our chief executive officer, Baruch Adika,
is involved in several different business ventures and may propose to the Company that it acquire the assets or entities that own
one or more of these ventures although no such proposal has been made and Mr. Adika may determine not to make any such proposal
and, instead we may seek to acquire a private company, assets or business from an unrelated third party. Other than as discussed
above, none of our officers or our directors have yet had any preliminary contact or discussions with any representative of any
other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company
or an entity in its early stages of development or growth, including entities without established records of sales or earnings.
In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, we may affect a business combination with an entity in an industry characterized
by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all significant risks.

 

We anticipate that the selection of a business
combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made
in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited
additional capital that we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits
of being a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity
financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries
and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.

 

Employees

 

We presently have no employees apart from
our management.  We have several consultants who currently provide services to us. Some of them are compensated for their
services through the issuance of Company shares, which may result in further dilution to our stockholders.  We may hire
additional employees, consultants, and recruit senior executive members as officers and directors, as needed, which persons/entities
may be instrumental in forming a new business or we may acquire another business with a full management team already on board.

 

 

ITEM 1A. RISK FACTORS

 

In addition to the other information in
this Annual Report on Form 10-K, stockholders or prospective investors should carefully consider the following risk factors:

 

An investment in our common stock involves
a high degree of risk. You should carefully consider the risks described below, together with all of the other information included
in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition
or results of operations could suffer. In that case, the trading price of our shares of common stock could decline, and you may
lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements”
above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements
in the context of this Report.

 

Risks Related to Our Company

 

We are a shell company that is seeking
to acquire an operating business and may fail to do so and, even if we are successful, that business may never achieve profitability.
We need additional capital to maintain our company as a public reporting company and to seek acquisition opportunities and the
failure to raise additional capital could place our continued viability in question.

 

We currently have no operations. We are
a shell company and we are incurring expenses relating to maintaining our status as a reporting company under the Securities Exchange
Act of 1934. We will require capital to maintain our current status as a reporting shell company and to cover expenses relating
to the investigation of acquisition opportunities and the failure to raise additional capital could place our continued viability
in question. Our chief executive officer, Baruch Adika, has been paying our day-to-day expenses; however, he has no obligation
to continue to do so. If he were to stop covering such expenses, we would need to raise capital from external sources. In particular
we would try to raise additional capital from external sources to carry out our pursued business plan of combining with an operating
business. If we are unable to generate the required additional capital, our ability to meet our financial obligations and to implement
our business plan may be adversely affected.  We currently have no commitments to obtain additional capital, and there can
be no assurance that any financing will be available in amounts or on terms acceptable to us, if at all.  If we are not
successful in raising additional working capital to support our operations and implement our business plan, we may be forced to
curtail our operations, take additional measures to reduce costs, modify our business plan, and consider strategic alternatives
that could include a sale of our business or filing for bankruptcy protection.

 

We have no agreement for a business
combination and we do not have any minimum requirements for a business combination.

 

We have no current arrangement, agreement
or understanding with respect to engaging in a business combination with a specific entity. We may not be successful in identifying
and evaluating a suitable merger candidate or in consummating a business combination. We have not selected a particular industry
or specific business within an industry for a target company. We have not established a specific length of operating history or
a specified level of earnings, assets, net worth or other criteria which we will require a target company to have achieved, or
without which we would not consider a business combination with such business entity.

 

The loss of the services of Baruch
Adika, our chief executive officer and director, would adversely affect our ability to implement our business plan.

 

Mr. Adika is primarily responsible
for conducting our day-to-day operations and implementing our business plan. We will rely solely on the judgment of Mr. Adika
when selecting a target company. Mr. Adika will only devote a limited amount of his time each month to our business. Mr. Adika
has not entered into a written employment agreement with us and he is not expected to do so. The loss of the services of Mr. Adika
would adversely affect our ability to implement our business plan.

 

 

Conflicts of interest may arise between
us and our stockholders, and our chief executive officer, Mr. Adika, during the implementation of our business plan which
may have a negative impact on our ability to consummate a business transaction.

 

Our President, Mr. Adika, is not required
to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between our operations
and other businesses. We do not intend to have any full time employees prior to the consummation of a business combination. Mr. Adika
is engaged in several other business endeavors and is not obligated to contribute any specific number of hours to our affairs.
If his other business affairs require him to devote more substantial amounts of time to such interests, it could limit his ability
to devote time to our affairs and could have a negative impact on our ability to consummate a business combination.

 

Although no determination has been made
regarding the operating business that we plan to require, it is possible that we may acquire an operating company that Mr. Adika
has an ownership interest in or that he is an officer or director of. Mr. Adika is involved in several different business
ventures and he may propose to our company that we acquire one or more of such ventures. If we do acquire any business affiliated
with Mr. Adika, we may not be able to do so on terms that would be arrived at if the transaction were negotiated on an arms-length
basis. As a result, the stockholders of our company may be adversely affected as compared to a similar transaction with an independent
third party.

 

Depending upon the nature of a proposed
transaction, our stockholders, other than Mr. Adika, may not be afforded the opportunity to approve or consent to a particular
transaction.

 

The stockholders of our company will likely
not have the right to vote in favor of or against a proposed business combination. In most cases, a business combination will not
require stockholder approval. Accordingly, stockholders will be relying on the determination of Mr. Adika regarding a business
combination.

 

To implement our business plan we may be
required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any
such advisors will be made by Mr. Adika and their fees will be paid by Mr. Adika if he is willing to do so at the time.
We anticipate that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to us.

 

If Mr. Adika considers it necessary
to hire outside advisors, he may elect to hire persons who are affiliates of his. Such advisors because of their relationship with
Mr. Adika may not fully consider our best interest in rendering advice and services to us.

 

We have no cash and no operations
and may not have access to sufficient capital to consummate a business combination.

 

Mr. Adika has been responsible for
payment of our operating expenses and expenses of implementing our business plan however he is not required to continue to do so.
We may not be able to take advantage of any available business opportunities because of the limited and uncertain availability
of capital. There is no assurance that Mr. Adika will have sufficient capital to provide us with the necessary funds to successfully
implement our plan of operation or that he will continue to provide us with capital in the future.

 

There may be a scarcity of and/or
significant competition for business opportunities and combinations, which may impede our ability to consummate a merger or acquisition.

 

We are and will continue to be an insignificant
participant in the business of seeking mergers with and acquisitions of privately-held business entities. A large number of established
and well-financed entities, including private equity and venture capital firms, are active in seeking potential merger and acquisition
candidates for their clients and investors. Substantially all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or
acquisition candidates with other public shell companies who may have more available funds or other assets that make them a more
attractive candidate for a merger than we are.

 

 

Reporting requirements under the
Exchange Act may delay or preclude a merger or acquisition.

 

The rules and regulations of the SEC
require a reporting shell company to timely provide in a Current Report on Form 8-K financial and other information, including
audited financial statements, of the acquired company if we engage in a business combination, or if there is a change in our control.
The additional time and costs that may be incurred by the potential target company to prepare audited financial statements and
other information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition.

 

A business combination will result
in a change in control of our company and significantly reduce the ownership interest of our current stockholders.

 

In conjunction with completion of a business
acquisition, we anticipate that we will issue an amount of our authorized but unissued common stock that will represent a significant
majority of the voting power and equity of our company, which will, in all likelihood, result in stockholders of a target company
obtaining a controlling interest in us and thereby reducing the ownership interest of our current stockholders. We may also issue
preferred stock to the stockholders of a target company. Holders of preferred stock may have rights, preferences and privileges
senior to those of our existing holders of common stock. As a condition of the business combination, persons holding a majority
of our common stock may agree to sell or transfer all or a portion of the common stock they own to provide the target company with
majority control. The resulting change in control will likely result in the removal of our present officers and directors and a
corresponding reduction in, or elimination of, their participation in future business activities.

 

We may engage in a business combination
with a foreign entity which will subject us to additional business risks.

 

We may effectuate a business combination
with a merger target whose business operations or even headquarters, place of formation or primary place of business are located
outside the United States of America. In such event, we may face the significant additional risks associated with doing business
in that country. In addition to the language barriers, different presentations of financial information, different business practices,
and other cultural differences and barriers that may make it difficult to evaluate such a merger target, we may encounter ongoing
business risks associated with uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices,
uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries.

 

We may engage in a business combination
that may have tax consequences to us and our stockholders.

 

Federal and state tax consequences will,
in all likelihood, be major considerations in any business combination that we may undertake. Currently, such transactions may
be structured so as to result in tax-free treatment to both companies and their stockholders, pursuant to various federal and state
tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both
our company and the target entity and their stockholders. However, there can be no assurance that such business combination will
meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon
a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both parties to the transaction.

 

 

Our management will be subject to
greater demands and we will incur increased costs as a result of being a public company, which could affect our profitability and
operating results.  Our accounting, internal audit and other management systems and resources may not be adequately prepared
for these demands.

 

We are a public reporting company in the
United States subject to the information and reporting requirements of the Securities Exchange Act of 1934 and the compliance obligations
of the Sarbanes-Oxley Act of 2002. As a public reporting company, we incur significant legal, accounting, investor relations and
other expenses. These significant expenses could affect our profitability and our results of operations.

 

Section 404 of the Sarbanes-Oxley
Act requires annual management assessment of the effectiveness of our internal controls over financial reporting and a report by
our independent auditors addressing these assessments. These reporting and other obligations will place significant demands on
our management, administrative, operational, internal audit and accounting resources. We anticipate that we will eventually need
to upgrade our systems; implement additional financial and management controls, reporting systems and procedures; implement an
internal audit function; and hire additional accounting, internal audit and finance staff. If we are unable to then accomplish
these objectives in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that
apply to reporting companies could be impaired. Any failure to maintain effective internal controls could have a material adverse
effect on our business, operating results and stock price.

 

 

We are dependent upon our officers
for management and direction, and the loss of any of these persons could adversely affect our operations and results.

 

We are dependent upon our officers for
the successful management for our operations and the execution of our business plan(s). We do not have employment agreements with
our officers or other key personnel.   The loss of any of our officers could delay or prevent the achievement of our
business objectives, which could have a material adverse effect upon our results of operations and financial position.

 

It may be more difficult for us to
retain or attract officers and directors due to the Sarbanes-Oxley Act of 2002.

 

The Sarbanes-Oxley Act of 2002 was enacted
in response to public concerns regarding corporate accountability in connection with certain accounting scandals. The stated goals
of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing
improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures
pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic
reports with the SEC under the Securities Exchange Act of 1934.  The enactment of the Sarbanes-Oxley Act of 2002 led to a
series of rules and regulations by the SEC that significantly increases the responsibilities and potential liabilities of
directors and executive officers.   Because of the perceived increased personal risk associated with acting as an executive
officer or director of a public company, we may be unable, or it may be significantly more expensive, to attract and retain qualified
executive officers and directors.

 

Our directors and officers devote
time to other ventures, which may adversely impact the time they can devote to our Company and its operations.

 

Some of our officers and directors also
serve as officers and/or directors of other companies, and they devote only that portion of their time, which, in their judgment
and experience, is reasonably required for the management and operation of our Company and our business.   Executive
management may have conflicts of interest in allocating management time, services and functions among our Company and any current
and future ventures in which they are engaged.  If our officers and directors are unable to devote adequate time to manage
our operations successfully, our potential to succeed as a business and the value of your shares may be adversely affected.

 

 

The market price of our common stock
may be particularly volatile and our stockholders may be unable to sell their common stock at or above their purchase price, which
may result in substantial losses to a stockholder.

 

If we are successful in acquiring an operating
business and if a public market for our common stock develops, it may be characterized by significant price volatility when compared
to seasoned issuers. We expect that if we succeed in acquiring an operating business our share price will continue to be more volatile
than a seasoned issuer for the indefinite future.   Fluctuations in share price could be based on various factors in
addition to those otherwise described in this report, including:

 

  The operating performance of the business we acquire and the performance of its competitors;

 

  The public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission;

 

  Changes in earnings estimates of the business that we acquire or recommendations by research analysts who follow us or other companies in industry of the business that we acquire;

 

  Variations in general economic conditions;

 

  The number of shares of our company’s common stock that are publicly traded in the future;

 

  Actions of our existing stockholders, including sales of common stock by our directors and executive officers;

 

  The arrival or departure of key personnel; and

 

  Other developments affecting us, the industry of the company we may acquire or its competitors.

 

 

Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our operating performance and financial condition.

 

The market price of our common stock
may decline if a substantial number of shares of our common stock are sold at once or in large blocks.

 

There is presently no active public market
for our common stock.   If an active public market for our shares develops in the future, many of our stockholders may,
subject only to the volume, manner of sale and notice requirements of Rule 144 of the Securities Act of 1933 in the case of
some stockholders, desire to sell their shares. Sales of a substantial number of these shares in the public market, or the perception
that these sales could occur, could cause the market price of our common stock to decline. In addition, the sale of these shares
could impair our ability to raise capital through the sale of additional equity securities.

 

Future issuance
of our common stock could dilute the interests of existing stockholders.

 

We may issue additional
shares of our common stock in the future. The issuance of a substantial amount of common stock could have the effect of substantially
diluting the interests of our stockholders. In addition, the sale of a substantial amount of common stock in the public market,
either in the initial issuance or in a subsequent resale by the target company in an acquisition which received such common stock
as consideration or by investors who acquired such common stock in a private placement could have an adverse effect on the market
price of our common stock.

 

We have no plans to pay dividends.

 

To date, we have paid no cash dividends
on our common shares. For the foreseeable future, earnings generated from the operations of any business that we may acquire in
the future will be retained for use in our business and not to pay dividends.

 

The application
of the Securities and Exchange Commission’s “penny stock” rules to our common stock could limit trading
activity in the market, and our stockholders may find it more difficult to sell their stock.

 

It is expected
our common stock will be trading at less than $5.00 per share and is therefore subject to the SEC penny stock rules. Penny stocks
generally are equity securities with a price of less than $5.00. Penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information
about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any,
in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers
by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their
market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect the ability of a stockholder to resell our common stock.

 

 

We incur
increased costs as a public company which may affect the profitability of any business we may acquire in the future.

 

As a public company, we incur significant
legal, accounting and other expenses that we did not incur as a private company. We are subject to the SEC’s rules and
regulations relating to public disclosure. SEC disclosures generally involve a substantial expenditure of financial resources.
Compliance with these rules and regulations will significantly increase our legal and financial compliance costs and
some activities will become more time-consuming and costly.  Management may need to increase compensation for senior
executive officers, engage additional senior financial officers who are able to adopt financial reporting and control procedures,
allocate a budget for an investor and public relations program, and increase our financial and accounting staff in order to meet
the demands and financial reporting requirements as a public reporting company. Such additional personnel, public relations, reporting
and compliance costs may negatively impact our financial results.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

ITEM 2. PROPERTIES

 

Our Principal Executive Offices

 

We do not own any real property. Our executive
offices are located at 1 Country Road, Unit B6, Secaucus, New Jersey 07094. Our officers currently work from their homes and the
Company does not pay any rent. The mailing address is a private address and is provided at no cost to the Company.

 

We believe our current facilities are sufficient
for our current needs and will be adequate, or that suitable additional or substitute space will be available on commercially reasonable
terms, for the foreseeable future.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are currently not involved in any litigation
that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in
their capacities as such, in which an adverse decision could have a material adverse effect.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

 

Market for our common stock

 

Our common stock is currently quoted on
the OTC Markets under the symbol BENH.  There is not active trading market for our common stock.

 

 

As of December 31, 2020, we had 54 shareholders
of our common stock.

 

 

Since our inception, we have not declared
nor paid any cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future.
Our current policy is to retain any earnings in order to finance our operations. Our Board will determine future declarations and
payments of dividends, if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate
law.

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

 

We have no existing equity compensation
plan.

 

Recent Sales of Unregistered Securities;
Use of Proceeds from Sale of Registered Securities

 

During the year ended December 31,
2018, the Company engaged in the following sales of unregistered securities.

 

On March 12, 2018, our company and
Baruch Adika and Shlomi Shany finalized the closing of a Stock Sale Agreement, dated January 8, 2018, pursuant to which Mr. Adika
and Mr. Shany acquired 40,000,000 shares of our common stock. After giving effect to the acquisition of these shares, Messrs. Adika
and Shany collectively owned approximately 55{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the Company. The aggregate purchase price
for the shares was $210,000.00. The proceeds were allocated and distributed to pay or otherwise settle certain accounts payables
of Company. The sales were exempt from the registration requirements of the Securities Act of 1933, as amended as the result of
the exemption provided under Section 4(a)(2) thereof.

 

Rule 10B-18 Transactions

 

During the year ended December 31,
2020, there were no repurchases of the Company’s common stock by the Company.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Smaller reporting companies are not required to provide the
information required by this item.

 

 

ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis
of the results of operations and financial condition of Bio-En Holdings Corp. for the fiscal years ended December 31, 2020
should be read in conjunction with the Company’s financial statements, and the notes to those financial statements that are
included elsewhere in this Annual Report. Our discussion includes forward-looking statements based upon current expectations that
involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including
those set forth under the Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Annual Report. We
use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,”
“ongoing,” “expect,” “believe,” “intend,” “may,” “will,”
“should,” “could,” and similar expressions to identify forward-looking statements.

 

Overview and Plan of Operation

 

The Company was incorporated under the laws of
the State of Delaware on August 2, 2011 as Olivia, Inc. On March 27, 2014, the Company filed with the State of Delaware
a Certificate of Amendment to the Articles of Incorporation changing the Company’s name from Olivia, Inc. to Bio-En Holding
Corporation.

 

The Company has been unsuccessful in obtaining
the full funding required for its business plan. Consequently, the Company is searching/researching for new investments opportunities,
as discussed below.

 

The Company’s fiscal year-end is
December 31.

 

Results of Operations

 

For the year ended December 31, 2020 and 2019

 

Revenue

 

Company has generated no revenues from
January 6, 2014 (Inception) through December 31, 2020.

 

Operating Expenses

 

Our operating expenses for the year ended December 31,
2020, were $255,047 as compared to a $126,156 for the same period at December 31, 2019. Our operating expenses consist of general
and administrative expenses comprised mainly of consulting, accounting and legal expenses. For 2020 the total includes a provision of
$190,000 for the possible write down of the amount due from Leo Riders.

 

Net loss

 

Our loss for the year ended December 31,
2020 was $255,047 as compared to $126,156 for the same period at December 31, 2019. As we did not generate any revenues during the
year ended December 31, 2020, our net profit or loss equaled our operating expenses

 

Liquidity and Capital Resources

 

As reflected in the accompanying financial statements,
the Company had a net loss of $255,047 as of December 31, 2020, and a working capital deficit of $442,778 and accumulated deficit
of $803,194 at December 31, 2020. These factors raise substantial doubt about the Company’s ability to continue as a going
concern.

 

Net cash earned in our operating activities during
the year ended December 31, 2020 was $15,327 as compared to $349,442 used for the same period ended December 31, 2019.

 

Net cash provided by investing activities in the
year ended December 31, 2020 was $ Nil as it was in the year ended December 31, 2019.

 

Net cash used by financing activities in the year
ended December 31, 2020 was $4,037 as compared to $344,442 provided in the year ended December 31, 2019

 

The ability of the Company to continue
its operations is dependent on Management’s plans, which may include the raising of capital through debt and/or equity markets
with some additional funding from other traditional financing sources, which may include term notes, until such time that funds
provided by operations are sufficient to fund working capital requirements. The Company may need to incur liabilities with certain
related parties to sustain the Company’s existence.

 

The Company will require additional funding
to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. There can be
no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements
as of December 31, 2020.

 

Inflation

 

We do not believe that inflation has had
a material effect on our results of operations.

 

Critical Accounting Policies

 

Use of Estimates

 

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ
from those estimates.

 

Intangible Assets

 

Identifiable intangible assets with indefinite
lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible
impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives,
generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable.

 

Impairment of Long-Lived Assets

 

Under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 310, “Accounting for the Impairment or Disposal of
Long-lived Assets”, the Company periodically reviews whether changes have occurred that would require revisions to the carrying
amounts of its definite lived, long-lived assets. When the sum of the expected future cash flows is less than the carrying amount
of the asset, an impairment loss is recognized based on the fair value of the asset.

 

 

Share Based Payments

 

The Company recognizes compensation expense
for all equity–based payments in accordance with ASC 718 “Share-Based Payments”. Under fair value recognition
provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation
cost only for those shares expected to vest over the requisite service period of the award.

 

Share-Based Payments to employees, including
grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values.
That expense is recognized over the period during which an employee is required to provide services in exchange for the award,
known as the requisite service period (usually the vesting period).

 

The Company accounts for Share–Based
Payments granted to non–employees in accordance with ASC 505, “Equity Based Payments to Non–Employees”.
The Company determines the fair value of the Share–Based Payment as either the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments
issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the
date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date
at which the counterparty’s performance is complete.

 

Recently Issued Accounting Pronouncements

 

None.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

 

Not applicable.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

BIO-EN HOLDINGS CORP

 

FINANCIAL STATEMENTS

For the year ended DECEMBER 31, 2020

 

 

 

REPORT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of Bio-En Holdings
Corp

 

Opinion on the Financial Statements

We have audited the accompanying balance
sheets of Bio-En Holdings Corp (“the Company”) as of December 31, 2020 and 2019 and the related statements of
operations, changes in stockholders’ deficit and cash flows, for each of the periods ended December 31, 2020, and the
related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the
results of its operations and its cash flows for each of the periods ended December 31, 2020, in conformity with generally
accepted accounting principles in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

 

Going Concern

The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has not established a source of revenue sufficient to cover its operating costs. As of December 31, 2020, the Company
does not have sufficient working capital and cash resources to meet its planned business objectives. These and other factors raise
substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters
is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 

Critical Audit Matters

 

The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 

Going concern- refer to note 3 of the financial
statements

 

Critical audit matter description

 

The Company raised a substantial doubt about the
entity’s ability to continue as a going concern for a reasonable period of time. The financial statements for the years under audit have
been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction
of liabilities in the normal course of business. See the explanatory paragraph of the opinion paragraph.

 

How the Critical Audit Matter was addressed in the Audit 

We evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of
time.
We obtained information about management’s plans that are intended to mitigate the effect of such conditions or events, and assess
the likelihood that such plans can be effectively implemented.
We added explanatory paragraph to the audit report.

 

/s/ Weinstein International CPA

 

We have served as the Company’s auditor since
2020.

  

Tel Aviv, Israel

 

April 14, 2021

 

 

BIO-EN HOLDINGS CORP

BALANCE SHEETS

(in US Dollars)

 

    December 31
2020
    December 31
2019
 
    $     $  
ASSETS                
Current assets:                
Cash and cash equivalents     11,710       420  
Sundry Receivables     15,000       241,104  
Total current assets     26,710        241,524  
                 
TOTAL ASSETS     26,710       241,524  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current liabilities:                
Accounts payable and accrued liabilities     93,238       48,968  
Loans from related parties     376,250       380,287  
Total current liabilities     469,488       429,255  
                 
Total liabilities     469,488       429,255  
                 
Stockholders’ Deficit                
Preferred stock; $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding                
Common stock, $0.0001 par value; 250,000,000 shares authorized; 77,350,003 shares issued and outstanding at December 31, 2020 and at December 31, 2019     7,735       7,735  
Additional paid-in capital     352,681       352,681  
Accumulated deficit     (803,194 )     (548,147 )
Total Stockholders’ Equity     (442,778 )     (187,731 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT     26,710       241,524  

 

The accompanying notes are an integral part
of these financial statements.

 

 

BIO-EN HOLDINGS CORP

STATEMENT OF OPERATIONS

(in US Dollars)

 

    Year ended
December 31,

2020
    Year ended
December 31,

2019
 
    $     $  
Revenue     –         
                 
Operating (Income) expenses :                
                 
General and administrative (income) expenses:                
Advertising & Promotion           9,607  
Consulting     1,657       9,440  
Office Supplies & Travel     520       1,474  
Filing fees     14,106       13,428  
Secretarial expenses     1,106       7,035  
Other expenses     5,189          
Bank charges     385       450  
Professional fees:-                
– Accounting     24,000       24,000  
– Auditing     19,000       42,000  
– Legal fees     (916 )     18,722  
Total operating (income) expenses     65,047       126,156  
                 
Other (income) expenses                
Provision for Write Down of Investment     190,000        
                 
Net profit (loss)     (255,047 )     (126,156 )
                 
Net loss per common share  – basic and diluted:                
                 
Net Profit (loss) per common share attributable to common stockholders     (0.00 )     (0.00 )
                 
Weighted average number of common shares outstanding     77,350,003       77,350,003  

 

The accompanying notes are an integral part
of these financial statements.

 

 

BIO-EN HOLDINGS CORP

STATEMENT OF STOCKHOLDERS’ EQUITY

(in US Dollars)

 

    Preferred
Stock
    Common Stock     Additional
Paid-in
    Accumulated     Total Stockholders’  
    Shares     Amount     Shares     Amount     Capital     Deficit     Deficit  
          $           $     $     $     $  
Balance at January 1, 2019                 77,350,003       7,735       352,681       (421,991 )     (61,575 )
Stocks Issuance                                                        
Loss for the year                                         (126,156 )     (126,156 )
Balance at December 31, 2019                     77,350,003       7,735       352,681       (548,147 )     (187,731 )
                                                         
Loss for the year                                             (255,047 )     (255,047 )
                                                         
Balance at December 31, 2020                 77,350,003       7,735       352,681       (803,194 )     (442,778 )

 

The accompanying notes are an integral part
of these financial statements.

 

 

BIO-EN HOLDINGS CORP

STATEMENT OF CASH FLOWS

 

    For the year ended  
    December 31,
2020
   

December 31,

2019

 
    $        
Cash Flows from Operating Activities                
                 
Net profit (loss)     (255,047 )     (126,156 )
                 
Adjustments to reconcile net loss to net cash provided by operating activities:                
                 
Changes in operating assets and liabilities:                
Accounts payable and accrued liabilities     44,270       11,598  
Sundry Receivable     226,104       (234,884 )
Net cash used in operating activities     15,327       (349,442 )
                 
Cash Flow from Financing Activities                
Proceeds from loans with related parties     (4,037 )     344,442  
Net Cash provided by financing activities     (4,037 )     344,442  
                 
Movement in cash and cash equivalents     11,290       (5,000 )
                 
Cash and cash equivalents at beginning of the year     420       5,420  
                 
Cash and cash equivalents at end of the year     11,710       420  

 

The accompanying notes are an integral part
of these financial statements.

 

 

BIO-EN HOLDINGS CORP

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

Company, formerly Olivia Inc., is a Delaware
company, incorporated under the laws of the State of Delaware on August 2, 2011.

 

Effective August 21, 2014, the Company
filed with the State of Delaware a Certificate of Amendment to the Articles of Incorporation changing the Company’s name
from Olivia, Inc. to Bio-En Holdings Corp.

 

On August 21, 2014, Bio-En Corp. merged
with, and into Company with Company being the surviving entity of the merger.

 

Basis of Presentation

 

The Company maintains its accounting records
on an accrual basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

These financial statements are presented
in US dollars.

 

Fiscal Year End

 

The Corporation has adopted a fiscal year
end of December 31.

 

NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 

The principal accounting policies are
set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

 

Going Concern

 

The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation
of liabilities in the normal course of business. As at December 31, 2020, the Company has a working capital deficit of $442,778 and
has not earned any revenues to cover its operating costs. The Company intends to fund future operations through equity financing arrangements,
which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31,
2020.

 

The ability of the Company to realize its
business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of
its business plan. In response to these problems, management intends to raise additional funds through public or private placement
offerings.

 

These factors, among others, raise substantial
doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 

Use of Estimates

 

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts or revenues and expenses during the reporting period. Actual results could differ
from those estimates.

 

Risks and Uncertainties

 

The Company may operate in industries that
are subject to rapid change. The Company’s operations will be subject to significant risk and uncertainties including financial,
operational, technological, regulatory and other risks, including the potential of business failure.

 

Business Segments

 

The Company operates in one segment and
therefore segment information is not presented.

 

Cash and cash equivalents

 

Cash and equivalents include investments
with initial maturities of three months or less. The Company maintains its cash balances at credit-worthy financial institutions
that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

 

Property, Plant and Equipment

 

The Company does not own any property,
plant and equipment.

 

 

Intangible Assets

 

Identifiable intangible assets with indefinite
lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible
impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives,
generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable.

 

Impairment of Long-Lived Assets

 

Under Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 310, “Accounting for the Impairment or Disposal of
Long-lived Assets”, the Company periodically reviews whether changes have occurred that would require revisions to the carrying
amounts of its definite lived, long-lived assets. When the sum of the expected future cash flows is less than the carrying amount
of the asset, an impairment loss is recognized based on the fair value of the asset.

 

Accounts payable and accrued expenses

 

Accounts payable and accrued expenses are
carried at amortized cost and represent liabilities for goods and services provided to the Company prior to the end of the financial
year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods
and services.

 

Share Based Payments

 

The Company recognizes compensation expense
for all equity–based payments in accordance with ASC 718 “Share-Based Payments”. Under fair value recognition
provisions, the Company recognizes equity–based compensation net of an estimated forfeiture rate and recognizes compensation
cost only for those shares expected to vest over the requisite service period of the award.

 

Share-Based Payments to employees, including
grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values.
That expense is recognized over the period during which an employee is required to provide services in exchange for the award,
known as the requisite service period (usually the vesting period).

 

The Company accounts for share–based
payments granted to non–employees in accordance with ASC 505, “Equity Based Payments to Non–Employees”.
The Company determines the fair value of the stock–based payment as either the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments
issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the
date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date
at which the counterparty’s performance is complete.

 

Earnings per share

 

The Company computes net loss per share
in accordance with ASC 260, “Earnings Per Share” ASC 260 requires presentation of both basic and diluted earnings per
share (“EPS”) on the face of the income statement. Basic EPS is calculated by dividing the profit or loss attributable
to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS
is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares
outstanding for the effects of all potential dilutive common shares, which comprise convertible compensation to employees.

 

Income taxes

 

The Company accounts for income taxes under
FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC
740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

 

Fair Value of Financial Instruments

 

The Company measures assets and liabilities
at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents
the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset
or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value
on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

 

The following are the hierarchical levels
of inputs to measure fair value:

– Level 1: Quoted prices in active markets
for identical instruments;

– Level 2: Other significant observable
inputs (including quoted prices in active markets for similar instruments);

– Level 3: Significant unobservable inputs
(including assumptions in determining the fair value of certain investments).

 

 

NOTE 3 – PURCHASED INTANGIBLE
ASSETS, NET

 

On March 23, 2014, the Company entered
into an Exclusive License Agreement with GeneSyst International, Inc., a Delaware corporation (“Genesyst”), for
the acquisition of the rights to patents for the conversion of cellulose material into energy producing Ethanol. The purchase price
included a partial initial payment of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the common stock of the Company and $330,000 (including VAT) payable in cash.

 

On November 16, 2017 the Exclusive
License Agreement was cancelled by mutual consent. Consequently, the Net Carrying Amount was written off and the Accumulated Amortization
up to that date was written back. In addition, a loan repayable to GeneSyst was also cancelled. This resulted in a net overall
profit of $53,573.

 

On November 26, 2020, the Company entered into a binding
term sheet to merge with Leo Riders Company (“Leo”). Pursuant to the Agreement, Leo would become a wholly-owned subsidiary
of Bio.

 

Under the Agreement, Bio would acquire all of the outstanding
capital stock of Leo in exchange for shares of Bio common stock to be issued to the shareholders of Leo in an amount equal to up
to 40{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the post-transaction outstanding capital stock the Company. The Company would also provide interim financing to Leo and
will assist Leo in additional capital raising efforts. The combined company, to be led by Barry Adika, CEO of Bio-En Holdings,
would be headquartered in Secaucus, New Jersey. In accordance with the Term Sheet, Leo was to raise up to $2,000,000 within 120
days of the merger contemplated by the Agreement.

 

After signing the final agreement and before raising the funds,
Bio would transfer to Leo up to $460,000 as a loan (the “Loan”), which will be paid back by Leo upon raising the funds.
If Leo would like to terminate the Agreement for any reason, Leo will transfer 50{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the Leo company shares to Bio as a penalty.
If Bio is unable to raise the $2,000,000 for Leo, the $400,000 which has been given to Leo as a loan will be transferred repaid
with the transfer of 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the outstanding capital stock of Leo at a $9,000,000 valuation.

 

$185,000 of the Loan had been already transferred prior to signature
of the Agreement and a further $50,000 was transferred prior to December 31, 2019 resulting in a total advanced of $235,000.

 

Prior to the date of the Agreement, Bio had no interactions
with Leo, other than the negotiation of the Term Sheet and the Amendment. The agreement was entered into at an arm’s-length.

 

However, due to certain information regarding
the financial position of Leo, which came to light after the announcement of the Term Sheet, Bio informed Leo that it was terminating
the Term Sheet, and that the merger with Leo would not take place. Bio is taking steps to recover from Leo the monies it has advanced
to date.

 

On September 13, 2020 an agreement
between the Company and Leo was signed under which Leo agreed to pay the Company the sum of $72,000 by way of monthly amounts of
$5,000 from October 13, 2020 to September 13, 2021 and to pay a further $160,000 by January 13, 2022.

 

NOTE 4 – LOAN FROM RELATED PARTY

 

    December 31,     December 31,
    2020     2019
      $     $
Loan from related party     376,250      380,287

 

The above loans are unsecured and have no set terms of repayment.
These loans are repayable on demand.

 

 

NOTE 5 – STOCKHOLDER’S EQUITY

 

Merger

 

On August 21, 2014 the Company entered
into a Share Exchange/Merger Agreement, between Company, Serena B. Potash (the “Principal Shareholder”) and Bio-En
Corp., a Delaware corporation. On August 21, 2014, we filed a Certificate of Merger in the State of Delaware whereby Bio-En
Corp. merged with Company, with Company the surviving entity.

 

In conjunction with the Share Exchange/Merger
Agreement, all of the issued and outstanding shares of Bio-En Corp. at August 21, 2014 were exchanged for 28,980,000 shares
of Company common stock.

 

Common Stock

 

For the period from January 6, 2014
to March 31, 2014, the Company issued 4,409,196 shares of common stock at $0.0001 per share for $441.00, for professional
services.

 

On March 23, 2014 the Company issued
2,548,853 shares of common stock at $0.0001 per share for $255.00, as consideration to purchase license rights to develop and use
patented intellectual property as described in note 3.

 

For the period between January 6,
2014 and March 31, 2014 the Company issued 23,041,951 shares of common stock to related parties at $0.0001 per share for $2,304.00
to related parties for services.

 

On March 12, 2018 the Company completed
the issuance of 45,000,000 shares of common stock to related parties at $0.00525 per share for $236,250.

 

Cancellation of Shares

 

On August 21, 2014, pursuant to the
Share Exchange/Merger Agreement, Ms. Potash, the then principal shareholder of Company owning an aggregate of 7,894,625 shares
of Company common stock, agreed to cancel 6,024,601 of her shareholdings. All cancelled shares of common stock were returned to
the Company’s pool of authorized but unissued shares.

 

 

NOTE 6 – INCOME TAXES

 

The provision/benefit for income taxes
for the year ended December 31, 2020 differs from the amount which would be expected as a result of applying the statutory
tax rates to the losses before income taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax
assets.

 

Realization of deferred tax assets is dependent
upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to
be available to reduce taxable income.

 

    December 31,     December 31,  
    2020     2019  
      $       $  
Deferred tax assets:                
Pre-tax profit/(loss) as reported     (803,194 )     (548,147 )
U.S. statutory tax rate     34 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}     34 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Expected tax expense (benefit)     273,085       186,370  
Total deferred tax assets     273,085       186,370  
Less: Valuation allowance     (273,085 )     (186,370 )
Net deferred tax assets            

 

The Company has provided a valuation allowance
against the full amount of the deferred tax asset due to management’s uncertainty about its realization. As of December 31,
2020, the Company had approximately $803,194 in tax loss carryforwards that can be utilized in future periods to reduce taxable income,
and expire by the year 2038.

 

NOTE 7– RELATED PARTY TRANSACTIONS

 

Details of transactions between the Company
and related parties are disclosed below:

 

The following entities, as of December 31,
2020, have been identified as related parties:

 

Mr. Baruch Adika – President/Director and greater than 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} stockholder
Mr. Alon Shany – Director 
Mr. Shlomi Shany – Greater than 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} stockholder
Mr. Ossie Weitzman – CFO

 

    December 31,     December 31,  
    2020     2019  
    $     $  
The following balances were carried out with related parties:            
             
Balance sheets:            
Accounts Payable   46,500     20,500  
Loan from related party – Director   376,250     380,287  
From time to time, the president and stockholders of the Company provides advances to the Company for its working capital purposes. These advances bear no interest and are due on demand.            

 

    December 31,     December 31,  
    2020     2019  
    $     $  
The following transactions were carried out with related parties:            
             
Accounting fees   24,000     24,000  
CFO compensation expense, $2,000 per month.            

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

(a) Disclosure Controls and Procedures

 

Disclosure controls and procedures are
the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by
the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including the principal executive and principal financial officer, or persons
performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

We have carried out an evaluation, under
the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the
end of the fiscal year covered by this Annual Report.

 

Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as
of the end of the fiscal year covered by this Annual Report on Form 10-K.

 

(b) Management’s Annual Report
on Internal Control over Financial Reporting

 

Management is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f).
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and preparation of financial statements for external purposes in accordance with U.S. GAAP. This annual report does not include
a report of management’s assessment regarding internal control over financial reporting due to a transition period established
by rules of the Securities and Exchange Commission for newly public companies.

 

(c) Change in Internal Control
over Financial Reporting

 

There were no significant changes to our
internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
our fourth fiscal quarter, that could materially affect, or are reasonably likely to materially affect, our internal control over
financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

The following table sets forth the names
and ages of all of our directors, executive officers and key employees; and all positions and offices held as of the date of this
Report. The directors will hold such office until the next annual meeting of shareholders and until his or her successor has been
elected and qualified. Executive officers are elected by the Board and serve at the discretion of the Board.

 

Name   Age   Position
Baruch Adika   42   President, Chief Executive Officer, Chairman of the Board of Directors
Alon Shany   27   Executive Vice President & Director
Ossie Weitzman   66   Chief Financial Officer

 

Business Experience

 

The following summarizes the occupation
and business experience during the past five years for our officers, directors and key employees as of the date of this Report:

 

Officers

 

Baruch
Adika, 42, President, Chief Executive Officer and Director
.

 

Baruch Adika has an extensive track record
of effective and multifaceted turnaround strategies for globally recognized brands with up to $500 million in revenue. Mr. Adika
has comprehensive experience working with heritage brands, spearheading growth in retail and wholesale, managing P&L, sales
and multi-channel marketing, corporate restructuring, talent management and investor relations. Mr. Adika has a deep knowledge
of national customer bases and broad industry network, driving profitability, audience engagement and brand coherence. Mr. Adika’s
core competencies are: attracting, assessing and developing talent, building high-performance management teams; creating innovative
turnaround strategies and reinvigorating brand competitiveness; navigating omni-channel retail environments with a hands-on approach;
high-impact presentation skills for both internal and external audiences; and broad industry network and in-depth knowledge of
supply chain and product. Mr. Adika is currently the President and Chief Executive Officer of W. Showroom, Inc., Sourcing
Society Inc. and a corporate gifting company he established in 2008. Mr. Adika is also the Co-Founder of Brand Defender Inc.
and CyberMinds Inc.

 

Alon Shany, 27 – Executive Vice President
of the Company and Directors.

 

Alon Shany has been a broker with IBI Investment
House, Tel Aviv, Israel, since March 2018, and has served as a member of the board of directors of Kaman Capital Limited,
a public company listed on the Tel Aviv Stock Exchange since January 2018. Mr. Shany graduated from the Interdisciplinary
Center Herzliya in 2020 with a bachelor’s degree in sustainability and governance. From 2012 to 2015, Mr. Shany served
in the Israel Defense Forces reaching the rank of Sergeant Major.

 

Ossie Weitzman, 66, Chief Financial
Officer

 

Ossie Weitzman is a UK Chartered Accountant
based in Israel. He qualified as a Chartered Accountant in 1978 at Stoy Hayward (now BDO) becoming a manager in the corporate finance
and investigations department. In 1983 Mr. Weitzman founded Neville Weitzman & Co a London based firm of Chartered
Accountants. Mr. Weitzman immigrated to Israel in 1991 and from 1992 to 1994 was Investment Manager at Concept Investment
Services. Since 1995 Mr. Weitzman has been an independent consultant providing financial, economic and venture marketing services
to technology and other companies in Israel. Mr. Weitzman holds a B.Soc.Sc in Political Science from the University of Birmingham.

 

 

Committees

 

The Board has no standing committees.

 

Family Relationships

 

No family relationship has ever existed
between any director, executive officer of the Company, and any person contemplated to become such.

 

Audit Committee Financial Expert

 

Our Board does not currently have any member
who qualifies as an audit committee financial expert. We believe that the cost related to retaining such a financial expert at
this time is prohibitive. Further, because we are in the start-up stage of our business operations, we believe the services of
an audit committee financial expert are not warranted at this time.

 

 

Involvement in Legal Proceedings

 

To the best of our knowledge, during the
past ten years, none of the following occurred with respect to our present or former director, executive officer, or employee:
(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or
being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject
to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities
or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities
Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,
suspended or vacated.

 

Board Leadership Structure

 

The Company has chosen to combine the principal
executive officer and Board chairman positions. The Company believes that this Board leadership structure is the most appropriate
for the Company for the following reasons. First, the Company is a shell company and at this early stage it is more efficient to
have the leadership of the Board in the same hands as the principal executive officer of the Company. The challenges faced by the
Company at this stage – identifying an operating business to acquire – are most efficiently dealt with by having one
person intimately familiar with both the operational aspects as well as the strategic aspects of the Company’s business.

 

Potential Conflict of Interest

 

Since we do not have an audit or compensation
committee comprised of independent Directors, the functions that would have been performed by such committees are performed by
our Board. Thus, there is a potential conflict of interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect management decisions. We are not aware of any other
conflicts of interest with any of our executives or Directors.

 

Board’s Role in Risk Oversight

 

The Board assesses on an ongoing basis
the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. The Board dedicates
time at each of its meetings to review and consider the relevant risks faced by the Company at that time. In addition, since the
Company does not have an Audit Committee, the Board is also responsible for the assessment and oversight of the Company’s
financial risk exposures.

 

Code of Ethics and Business of Conduct

 

The Company does not currently have a written
code of ethics and business of conduct policy.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Executive Compensation

 

The following
table shows for the period ended December 31, 2020 and 2019, the compensation awarded (earned) or paid by the Company to its
named executive officers or acting in a similar capacity as that term is defined in Item 402(a)(2) of Regulation S-K. There
are no understandings or agreements regarding compensation that our management will receive after a business combination that is
required to be included in this table, or otherwise.

 

Name and Principal Position   Fiscal
Year
    Salary ($)     Bonus     Option
Awards
    All Other
Compensation
    Total ($)  
Ossie Weitzman, Chief Financial Officer     2019     $ 24,000                          
      2020     $ 24,000                          
Bruce Minsky, Secretary     2019     $ 7,035                          
      2020     $                          

 

 

Directors Compensation

 

On December 1, 2014, the Company implemented
a Director Service Agreement, whereby the Company will pay each Director $30,000 per calendar year, payable in equal payments on
the first day of each calendar quarter. In lieu of the Directors receiving quarterly fees in cash, the Company may, at the election
of the Directors, pay the Directors in shares of the Company’s common stock. The conversion price of each issuance is calculated
by the average of the closing price per share of the Company’s common stock on the five consecutive days trading days ending
on the trading day immediately preceding end of the quarter discounted by 30{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}.

 

As part of the Transfer of Ownership Agreement
effective January 8, 2018 Serena B. Potash, Geoffrey Maclaran and Joseph Micallef agreed to waive unpaid salaries in the combined
sum of $270,000 and the Director Service Agreements were terminated.

 

Employment Contracts, Termination of
Employment, Change-in-Control Arrangements

 

On May 1, 2015 the Company appointed
Ossie Weitzman as its Chief Financial Officer and entered into an Independent Contractor Agreement which terms called for an annual
compensation of $24,000 per calendar year.

 

As of December 31, 2020, other than
the Independent Contractor Agreement with Ossie Weitzman, its Chief Financial Officer, there was no employment or other contracts
or arrangements with officers. There are no compensation plans or arrangements, including payments to be made by us, with respect
to our officers or consultants that would result from the resignation, retirement or any other termination of such officers or
consultants from us. There are no arrangements for officers, employees or consultants that would result from a change-in-control.

 

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain
information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of
our voting securities, by (i) each stockholder known to be the beneficial owner of 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} or more of the outstanding ordinary
shares of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a
group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities. ordinary shares subject to options, warrants or convertible
securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage
of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the
percentage of any other person and is based on shares issued and outstanding as of December 31, 2020.

 

The following table provides the names
and addresses of each person known to us to own more than 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our outstanding shares of common stock as of December 31,
2020 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly
and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

 

Name of Beneficial Owner and Address (1)   Amount and Nature of
Beneficial Ownership of
Common Stock
    Percent of Common
Percentage of
Class (2)
 
5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Shareholders                
Applied Bio-Fuels Limited (3)     4,424,118       5.72 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Meyer Feiler     3,935,560       5.088 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                 
Directors and Executive Officers                
Baruch Adika     26,893,418       34.55 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Shlomi Shany     11,090,000       14.25 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Ossie Weitzman     0       0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Bruce Minsky     0       0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                 
All directors and officers as a group (5 people)             48.8 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}

 

  (1) Unless otherwise noted, the address of each beneficial owner is c/o Unit 2, Secaucus, New Jersey 07094

 

  (2) Applicable percentages are based on 77,850,000 shares outstanding as of December 31, 2020, adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

 

  (3) Serena B. Potash is the beneficial owner of all shares held by Applied Bio-Fuels Limited.

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.

 

Except as disclosed below, since the beginning
of the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest
in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a
party:

 

  · any Director or officer of our Company;

 

  · any proposed Director of officer of our Company;

 

  · any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our common stock; or

 

  · any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

 

On March 12, 2018, our company and
Baruch Adika and Shlomi Shany, finalized the closing of a Stock Sale Agreement, dated January 8, 2018, pursuant to which Mr. Adika
and Mr. Shany acquired 40,000,000 shares of our common stock. After giving effect to the acquisition of these shares, Messrs. Adika
and Shany collectively owned approximately 55{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of the Company. The aggregate purchase price
for the shares was $210,000.00. The proceeds were allocated and distributed to pay or otherwise settle certain accounts payables
of Company. The sales were exempt from the registration requirements of the Securities Act of 1933, as amended as the result of
the exemption provided under Section 4(a)(2) thereof.

 

 

Director Independence

 

We are not subject to listing requirements
of any national securities exchange or national securities association and, as a result, we are not at this time required to have
our Board comprised of a majority of “Independent Directors.” We do not believe that our directors currently meet the
definition of “independent” as promulgated by the rules and regulations of NASDAQ.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The aggregate fees billed since incorporation
for professional services rendered by the principal accountant for the audit of our financial statements and review of financial
statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

    December 31,
2020
    December 31,
2019
 
Audit Fees   $ 19,000     $ 22,000  
Audit Related Fees         $  
Tax Fees            
All Other Fees           $    

 

Notes:

 

  (1)

For both the years ended December 31, 2020 and
2019, principal accountants of the Company were Weinstein International.

 

Since incorporation and as of the fiscal
year ended December 31, 2020, there were no fees billed for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of our financial statements and are not reported under Item 9(e)(1) of
Schedule 14A, for professional services rendered by the principal account for tax compliance, tax advice, and tax planning, for
products and services provided by the principal accountant, other than the services reported in Item 9(e)(1) through 9(d)(3) of
Schedule 14A.

 

Change of Auditors

 

In September 2019, the Company dismissed
Weinstein & Co., CPA as the Company’s independent registered public accounting firm and appointed AJ Robbins CPA
LLC in their place.

 

In May 2020, AJ Robbins CPA LLC resigned
as the company’s independent public accounting firm and the company appointed Weinstein International CPA in their place.
This was approved by the Company’s Board of Directors

 

Audit Committee Pre-Approval of Audit
and Permissible Non-Audit Services of Independent Auditors

 

Given the small size of our Board as well
as the limited activities of our Company, our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible
non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board
approves these services on a case-by-case basis.

 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(1) Financial Statements and Report
of Independent Registered Public Accounting Firm.

 

(2) Financial Statement Schedule: None.

 

(3) Exhibits

 

Exhibit 
No.
  Description
2.1   Merger Agreement,
dated August 21, 2014 by and among Bio-En Holdings Corp, Bio-En Corp., and Serena B. Potash, (1)
     
3.1   Certificate of Incorporation
of Bio-En Holdings Corp. (f/k/a Olivia, Inc.) (2)
     
3.2   Certificate of Amendment
of the Certificate of Incorporation of Bio-En Holdings Corp., filed April 1, 2014. (1).
     
3.3   Certificate of Amendment
of the Certificate of Incorporation of Bio-En Holdings Corp., filed August 5, 2014. (1)
     
3.4   Amended and Restated
Bylaws of Bio-En Holdings Corp. (1)
     
10.1   Cancellation Agreement,
dated August 20, 2014 by and between Bio-En Holdings Corp. and Serena B. Potash (1)
     
10.2   License Agreement
and independent contractor agreement, dated March 23, 2014, by and between Bio-En Corp. and GeneSyst International, Inc.
(1)

 

 

(1) Incorporated by reference as an Exhibit to our Form 8-K filed with the SEC on September 11, 2014.

 

(2) Incorporated by reference as an Exhibit to our Registration Statement on Form S-1 filed with the SEC on February 13, 2013.

 

(3) Incorporated by reference as Exhibit 10.1 to our Form 8-K filed with the SEC on March 19, 2018.

 

* Filed herewith

 

 

SIGNATURES

 

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

 

Bio-En Holdings Corp  
(Registrant)  
     
By: /s/ Baruch Adika  
  Name: Baruch Adika  
  Title: President, (Duly authorized. Principal Executive Officer)  
 
Dated: April 14, 2021  

 

  /s/ Ossie Weitzman  
  Name: Ossie Weitzman  
  Title: Chief Financial Officer (Duly authorized Principal Financial Officer)  
     
Dated: April 14, 2021  

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.

 

By: /s/ Baruch Adika  
  Name: Baruch Adika  
  Title: President, (Duly authorized. Principal Executive Officer and, Chairman of the Board of Directors)  
 
Dated: April 14, 2021  

 

  /s/ Ossie Weitzman  
  Name: Ossie Weitzman  
  Title: Chief Financial Officer, (Duly authorized Principal Financial Officer)  
     
Dated: April 14, 2021  

 

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302
OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Baruch Adika, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Bio-En Holdings Corp.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
   
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
   
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
   
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ Baruch Adika    
  Baruch Adika    
  President(Principal Executive Officer)    

 

Dated: April 14, 2021

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL
OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302
OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Ossie Weitzman, certify that:

 

1. I have reviewed this Annual Report on Form 10-K of Bio-En Holdings Corp.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
   
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
   
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
   
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
   
(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
   
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
   
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
   
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

By: /s/ Ossie Weitzman    
  Ossie Weitzman Chief Financial Officer    
  (Principal Financial Officer)      

 

Dated: April 14, 2021

 

 

Exhibit 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE
OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

 

In connection with the Annual Report of
Bio-En Holdings Corp. (the “Company”) on Form 10-K for the year ended December 31, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the “Annual Report”), Baruch Adika, President of the Company,
certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Annual Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ Baruch Adika   
  Baruch Adika   
  President(Principal Executive Officer)    

 

Dated: April 14, 2021

 

 

Exhibit 32.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL
OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

 

In connection with the Annual Report of
Bio-En Holdings Corp. (the “Company”) on Form 10-K for the year ended December 31, 2020 as filed with the
Securities and Exchange Commission on the date hereof (the “Annual Report”), Ossie Weitzman, Chief Financial Officer
of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

 

1. The Annual Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ Ossie Weitzman    
  Ossie Weitzman   
  Chief Financial Officer (Principal Financial Officer)      

 

Dated: April 14, 2021

 

 

You may have missed