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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~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December 31, 2020~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

¨☐ 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)


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~~

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 ☒ No ☐

~~Yes~~Indicate ~~x No~~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 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~~Large ~~emerging~~accelerated ~~growth~~filer ~~company,~~☐ ~~indicate~~Accelerated byfiler ~~check~~☐ ~~mark~~Non-accelerated iffiler ~~the~~☒ ~~registrant~~Smaller ~~has~~reporting ~~elected~~company ~~not~~☒ toEmerging ~~use~~growth ~~the~~company ~~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 ¨~~

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 ☒ 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 1924, ~~2021~~2022 there were 77,350,003 shares of common stock issued and outstanding.

Documents Incorporated By Reference: None.

Table of Contents

TABLE OF CONTENTS

	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 2.	Properties	14
Item 3.	Legal Proceedings	14
Item 4.	Mine Safety Disclosures	14
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	19
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	22
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	25
Item 14.	Principal Accounting Fees and Services	26
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	27
Signatures		28


	PART I

Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9B.	Other Information	15

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accounting Fees and Services	20

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	21
Signatures		23

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.

Table of Contents

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.

4New Opportunities

~~New~~With ~~Opportunities~~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.

~~With~~The ~~the~~analysis ~~inability~~of tonew ~~raise~~business ~~the~~opportunities ~~necessary funds~~has weand ~~have~~will ~~been~~be ~~forced~~undertaken toby ~~reevaluate~~or ~~our~~under ~~business~~the ~~plans.~~supervision Asof ~~such,~~ our ~~principal~~officers ~~business~~and ~~objective~~directors. ~~for~~We ~~the~~have ~~next~~unrestricted 12flexibility ~~months~~in ~~and beyond~~seeking, ~~will~~analyzing beand toparticipating ~~achieve~~in ~~long-term growth~~ potential ~~through starting up a new~~ business ~~or a combination with an existing business~~opportunities. We ~~will~~In ~~not restrict~~ our ~~potential~~efforts ~~candidate target companies~~ to ~~any~~analyze ~~specific~~potential ~~business,~~acquisition ~~industry or geographical location and~~targets, ~~thus,~~ ~~may acquire any type of business. Furthermore,~~ we will consider ~~both businesses and opportunities that are under~~ the ~~control of~~following ~~our~~kinds ~~chief executive officer, Baruch Adika, and also businesses and opportunities that are under the control~~ of ~~unrelated third parties.~~factors:

~~The~~● ~~analysis~~Potential offor ~~new~~growth, ~~business~~indicated ~~opportunities has and will be undertaken~~ by ornew ~~under the supervision of our officers and directors. We have unrestricted flexibility in seeking~~technology, ~~analyzing~~ ~~and~~anticipated ~~participating~~market inexpansion ~~potential~~or ~~business~~new ~~opportunities. In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:~~products;

·● ~~Potential~~Competitive ~~for~~position ~~growth,~~as ~~indicated~~compared byto ~~new~~other ~~technology,~~firms ~~anticipated~~of ~~market~~similar ~~expansion~~size orand ~~new~~experience ~~products~~within the industry segment as well as within the industry as a whole;

~~· 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;~~4

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

·Table ~~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;~~Contents

·● ~~The~~Strength ~~cost~~and diversity of ~~participation~~management, byeither usin asplace ~~compared~~or toscheduled ~~the~~for ~~perceived tangible and intangible values and potentials~~recruitment;

·● ~~The~~Capital ~~extent~~requirements and anticipated availability of required funds, to ~~which~~be provided by us or from operations, through the ~~business~~sale ~~opportunity~~of ~~can~~additional besecurities, ~~advanced~~through joint ventures or similar arrangements or from other sources;

·● The ~~accessibility~~cost of ~~required~~participation ~~management~~by ~~expertise,~~us ~~personnel,~~as ~~raw~~compared ~~materials,~~to ~~services,~~the ~~professional~~perceived ~~assistance~~tangible and ~~other~~intangible ~~required~~values ~~items;~~ and potentials;

·● ~~Other~~The ~~relevant~~extent ~~factors.~~to which the business opportunity can be advanced;

In● ~~applying~~The ~~the~~accessibility ~~foregoing criteria, no one~~ of ~~which~~required ~~will~~management beexpertise, ~~controlling~~personnel, weraw 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 industriesmaterials, ~~and at various stages of development~~services, ~~all~~professional ofassistance ~~which will make the task of comparative investigation~~ and ~~analysis~~other ~~of such~~required ~~business~~items; ~~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.~~

5● Other relevant factors.

~~Form~~ In applying the foregoing criteria, no one of ~~Acquisition~~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.

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 acquisitionForm ~~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% 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% 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% 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.Acquisition

~~Our~~The ~~present~~manner ~~stockholders~~in ~~may~~which ~~not~~we beparticipate ~~left with~~in ~~control~~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 ~~majority~~business opportunity through the issuance of our ~~voting~~common ~~shares~~stock ~~following~~or other securities. Although the ~~formation~~terms of aany ~~new~~such ~~business~~transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition. is Asa ~~part~~so-called “tax free” reorganization under Section 368(a) (1) of ~~such~~the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business will own 80% 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 orprior astockholders ~~majority~~would, in such circumstances, retain 20% or less of ~~our~~the ~~directors~~total issued and ~~officers~~outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may ~~resign~~retain substantially less than 20% of the total issued and ~~new~~outstanding ~~directors~~shares ~~may~~of bethe ~~appointed~~surviving entity. This could result in substantial additional dilution to the equity of those who were our stockholders prior to such transaction.

InOur ~~the~~present ~~case~~stockholders ~~of an acquisition, the transaction~~ may not be ~~accomplished~~left ~~upon~~with ~~determination~~control of ~~the~~a ~~Company’s~~majority ~~Board~~ of ~~Directors~~our ~~(“Board”),~~voting ~~without~~shares ~~any~~following ~~vote or approval by stockholders. In~~ the ~~case~~formation of a ~~statutory~~new ~~merger~~business or ~~consolidation~~an ~~directly~~acquisition. ~~involving~~As ~~us,~~part itof ~~may~~such ~~be necessary to call~~ a ~~stockholders' meeting~~transaction, ~~and~~all ~~obtain~~or ~~the approval of the holders of~~ a majority of ~~the~~our ~~outstanding~~directors ~~shares.~~and ~~The~~officers ~~necessity to obtain such stockholder approval~~ may ~~result~~resign ~~in delay~~ and ~~additional~~new ~~expense~~directors inmay ~~the~~be ~~consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders~~appointed. ~~Most likely, we will seek to structure any such transaction so as not to require stockholder approval.~~

ItIn isthe ~~anticipated~~case ~~that~~of an acquisition, the ~~investigation of~~transaction ~~specific~~may ~~business~~be ~~opportunities~~accomplished ~~and~~upon ~~the~~determination ~~negotiation,~~of ~~drafting~~the ~~and~~Company’s ~~execution~~Board of ~~relevant~~Directors ~~agreements~~(“Board”), ~~disclosure~~without ~~documents~~any ~~and other~~vote ~~instruments~~or ~~will~~approval ~~require~~by ~~substantial~~stockholders. ~~time~~In ~~and~~the ~~attention~~case ~~and~~of ~~substantial~~a ~~cost~~statutory ~~for~~merger ~~accountants,~~or ~~attorneys~~consolidation ~~and~~directly ~~others.~~involving Ifus, ~~a decision~~it ~~were~~may ~~made~~be ~~not~~necessary to ~~participate~~call in a ~~specific~~stockholders’ ~~business~~meeting ~~opportunity,~~and obtain the ~~costs~~approval ~~theretofore~~of ~~incurred~~the inholders ~~the~~of ~~related~~a ~~investigation would~~majority ~~not~~of bethe ~~recoverable~~outstanding shares. ~~Furthermore,~~The ~~even~~necessity ifto anobtain ~~agreement~~such isstockholder ~~reached~~approval ~~for~~may ~~the~~result ~~participation~~ in adelay ~~specific~~and ~~business~~additional ~~opportunity,~~ expense in the ~~failure~~consummation toof ~~consummate~~any ~~that~~proposed transaction ~~may~~and ~~result~~will inalso ~~the~~give ~~loss~~rise to uscertain ofappraisal ~~the~~rights ~~related~~to ~~costs~~dissenting ~~incurred~~stockholders. Most likely, we will seek to structure any such transaction so as not to require stockholder approval.

~~Our~~It ~~chief~~is ~~executive~~anticipated ~~officer,~~that ~~Baruch~~the ~~Adika, is~~investigation ~~involved~~of inspecific ~~several different~~ business ~~ventures~~opportunities and ~~may propose to~~ the ~~Company~~negotiation, ~~that~~drafting itand ~~acquire~~execution ~~the assets or entities that own one or more~~ of ~~these~~relevant ~~ventures~~agreements, ~~although~~disclosure nodocuments ~~such proposal has been made~~ and ~~Mr. Adika~~other ~~may~~instruments ~~determine~~will ~~not~~require tosubstantial ~~make~~time ~~any~~and ~~such~~attention ~~proposal~~ and, ~~instead~~substantial wecost ~~may~~for ~~seek to acquire a private company~~accountants, ~~assets~~attorneys orand ~~business from an unrelated third party~~others. ~~Other~~If ~~than~~a asdecision ~~discussed above,~~were ~~none~~made ofnot ~~our~~to ~~officers~~participate orin ~~our directors have yet had any preliminary contact or discussions with any representative of any other entity regarding~~ a ~~business~~specific ~~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~~opportunity, ~~including~~the ~~entities~~costs ~~without~~theretofore ~~established~~incurred ~~records of sales or earnings. In that event, we will be subject to numerous risks inherent~~ in the ~~business~~related ~~and~~investigation ~~operations~~would ofnot ~~financially~~be ~~unstable and early stage or potential emerging growth companies~~recoverable. ~~In addition~~Furthermore, weeven ~~may~~if ~~affect~~an aagreement ~~business~~is ~~combination~~reached ~~with~~for anthe ~~entity~~participation in ~~an industry characterized by~~ a ~~high~~specific ~~level~~business ~~of risk~~opportunity, ~~and,~~the ~~although~~failure ~~our management will endeavor~~ to ~~evaluate~~consummate ~~the~~that ~~risks~~transaction ~~inherent~~may result in athe ~~particular~~loss ~~target~~to ~~business, there~~us ~~can~~of bethe norelated ~~assurance~~costs ~~that we will properly ascertain or assess all significant risks~~incurred.

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.5

~~Employees~~

WeTable ~~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.Contents

6Our 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.

~~ITEM~~We 1Aanticipate that the selection of a business combination will be complex and extremely risky. ~~RISK~~Because ~~FACTORS~~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.

~~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:~~Employees

AnWe ~~investment~~presently inhave ~~our~~no ~~common~~employees ~~stock~~apart ~~involves a~~from ~~high~~our ~~degree of risk~~management. ~~You~~We ~~should~~have ~~carefully~~several ~~consider~~consultants ~~the~~who ~~risks~~currently ~~described~~provide ~~below,~~services ~~together~~to ~~with~~us. ~~all~~Some of ~~the~~them ~~other~~are ~~information~~compensated ~~included in~~for ~~this~~their ~~Report,~~services ~~before~~through ~~making~~the anissuance ~~investment decision. If any~~ of ~~the~~Company ~~following risks actually occurs~~shares, ~~our~~which ~~business,~~may ~~financial~~result ~~condition or~~in ~~results~~further ofdilution ~~operations~~to ~~could~~our ~~suffer~~stockholders. We Inmay ~~that~~hire ~~case~~additional employees, ~~the trading price of our shares of common stock could decline~~consultants, and ~~you~~recruit ~~may lose~~senior ~~all~~executive ormembers ~~part~~as ofofficers ~~your~~and ~~investment.~~directors, ~~You~~as ~~should~~needed, ~~read~~which ~~the~~persons/entities ~~section~~may ~~entitled~~be ~~“Special~~instrumental ~~Note~~in ~~Regarding~~forming ~~Forward Looking Statements” above for~~ a ~~discussion~~new ofbusiness ~~what~~or ~~types~~we ofmay ~~statements~~acquire ~~are~~another ~~forward-looking~~business ~~statements,~~with asa ~~well~~full asmanagement ~~the~~team ~~significance~~already ofon ~~such statements in the context of this Report~~board.

~~Risks Related to Our Company~~

WeITEM ~~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~~1A. We ~~need~~RISK 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.FACTORS

WeIn ~~currently~~addition ~~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~~other ~~Exchange Act~~information 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.~~this ~~Our~~Annual ~~chief~~Report ~~executive~~on ~~officer, Baruch Adika, has been paying our day~~Form 10-~~to-day expenses; however~~K, hestockholders 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 onprospective ~~terms~~investors ~~acceptable~~should tocarefully 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~~the ~~alternatives that~~following ~~could~~risk ~~include a sale of our business or filing for bankruptcy protection.~~factors:

WeAn ~~have~~investment noin ~~agreement~~our ~~for~~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 ~~combination~~, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline, and weyou domay ~~not~~lose ~~have~~all ~~any~~or ~~minimum~~part ~~requirements~~of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements” above for a ~~business~~discussion ~~combination~~of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Report.

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.6

~~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~~Table ~~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.Contents

7Risks Related to Our Company

~~Conflicts~~We ofare ~~interest~~a ~~may~~shell ~~arise~~company ~~between us~~that is seeking to acquire an operating business and ~~our~~may ~~stockholders,~~fail to do so and, ~~our~~even ~~chief~~if ~~executive~~we ~~officer~~are successful, Mrthat business may never achieve profitability. ~~Adika,~~ ~~during~~We ~~the~~need ~~implementation~~additional ofcapital ~~our~~to ~~business~~maintain ~~plan~~our ~~which may~~company ~~have~~as a ~~negative~~public ~~impact~~reporting oncompany ~~our~~and ~~ability~~to seek acquisition opportunities and the failure to ~~consummate~~raise aadditional ~~business~~capital ~~transaction~~could place our continued viability in question.

~~Our~~We ~~President,~~currently Mrhave no operations. ~~Adika,~~ isWe ~~not~~are ~~required to~~a ~~commit~~shell ~~his~~company ~~full~~and ~~time~~we are incurring expenses relating to maintaining our ~~affairs,~~status ~~which~~as ~~may~~a ~~result~~reporting incompany aunder ~~conflict~~the Securities Exchange Act of ~~interest~~1934. inWe ~~allocating~~will ~~his~~require ~~time~~capital ~~between~~to maintain our ~~operations and~~current ~~other~~status ~~businesses.~~as Wea doreporting ~~not~~shell ~~intend~~company and to ~~have~~cover ~~any~~expenses ~~full~~relating ~~time~~to ~~employees~~the ~~prior~~investigation toof acquisition opportunities and the ~~consummation~~failure ofto araise ~~business~~additional ~~combination.~~capital ~~Mr. Adika is~~could ~~engaged~~place our continued viability in ~~several~~question. ~~other~~Our ~~business~~chief ~~endeavors~~executive ~~and~~officer, isBaruch ~~not~~Adika, ~~obligated~~has been paying our day-to-day ~~contribute~~expenses; ~~any~~however, ~~specific~~he ~~number~~has ofno ~~hours~~obligation to ~~our~~continue ~~affairs~~to do so. If ~~his~~he ~~other~~were ~~business~~to ~~affairs~~stop ~~require~~covering ~~him~~such expenses, we would need to ~~devote~~raise ~~more~~capital ~~substantial~~from ~~amounts~~external sources. In particular we would try to raise additional capital from external sources to carry out our pursued business plan of ~~time~~combining with an operating business. If we are unable to ~~such~~generate ~~interests,~~the itrequired ~~could~~additional ~~limit~~capital, ~~his~~our ability to ~~devote~~meet ~~time~~our financial obligations and to implement our ~~affairs~~business ~~and~~plan ~~could~~may be adversely affected. We currently have ano ~~negative~~commitments ~~impact~~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 ~~ability~~operations and implement our business plan, we may be forced to ~~consummate~~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 ~~combination~~or filing for bankruptcy protection.

~~Although~~We have no ~~determination~~agreement ~~has~~for ~~been~~a ~~made regarding the operating~~ business ~~that~~combination 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 behave ~~able~~any tominimum dorequirements sofor ~~on terms that would be arrived at if the transaction were negotiated on an arms-length basis. As~~ a ~~result,~~business ~~the stockholders of our company may be adversely affected as compared to a similar transaction with an independent third party~~combination.

~~Depending~~We ~~upon~~have ~~the~~no ~~nature~~current ofarrangement, agreement or understanding with respect to engaging in a ~~proposed transaction,~~business ~~our~~combination ~~stockholders,~~with ~~other~~a ~~than~~specific Mrentity. ~~Adika,~~ We may not be ~~afforded~~successful ~~the~~in ~~opportunity~~identifying toand ~~approve~~evaluating a suitable merger candidate or ~~consent~~in toconsummating a business combination. We have not selected a particular ~~transaction~~ 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 ~~stockholders~~loss of ~~our company will likely not have~~ the ~~right~~services ~~to vote in favor~~ of orBaruch ~~against a proposed business combination. In most cases~~Adika, aour ~~business~~chief ~~combination~~executive ~~will~~officer ~~not require~~and ~~stockholder approval. Accordingly~~director, ~~stockholders~~would ~~will~~adversely beaffect ~~relying~~our onability ~~the~~to ~~determination~~implement ofour ~~Mr. Adika regarding a~~ business ~~combination~~ plan.

ToMr. Adika ~~implement~~is ~~our~~primarily ~~business~~responsible ~~plan~~for weconducting ~~may~~our ~~be required~~ day-to-day ~~employ~~operations ~~accountants,~~and ~~technical~~implementing ~~experts,~~our ~~appraisers,~~business ~~attorneys,~~plan. orWe ~~other~~will ~~consultants~~rely orsolely ~~advisors.~~on ~~The~~the ~~selection~~judgment of ~~any such~~Mr. Adika ~~advisors~~when ~~will~~selecting bea ~~made~~target bycompany. Mr. Adika ~~and~~will ~~their~~only ~~fees~~devote ~~will~~a belimited ~~paid~~amount byof his time each month to our business. Mr. Adika ifhas henot isentered ~~willing~~into toa dowritten soemployment atagreement ~~the~~with ~~time. We~~us ~~anticipate~~and ~~that~~he ~~such~~is ~~persons~~not ~~may~~expected beto ~~engaged~~do onso. anThe asloss ~~needed~~of ~~basis~~the ~~without~~services aof ~~continuing~~Mr. Adika ~~fiduciary~~would oradversely ~~other~~affect ~~obligation~~our ability to usimplement our business plan.

IfConflicts ~~Mr. Adika~~of ~~considers~~interest itmay ~~necessary to~~arise ~~hire~~between ~~outside~~us ~~advisors,~~and heour ~~may~~stockholders, ~~elect~~and toour ~~hire~~chief ~~persons~~executive ~~who~~officer, ~~are affiliates of his~~Mr. Adika, ~~Such~~during ~~advisors~~the ~~because~~implementation of ~~their~~our ~~relationship~~business ~~with Mr. Adika~~plan which may ~~not~~have ~~fully~~a ~~consider~~negative ~~our~~impact ~~best~~on ~~interest~~our inability ~~rendering~~to ~~advice~~consummate ~~and~~a ~~services~~business ~~to us~~transaction.

WeOur ~~have~~President, noMr. Adika, ~~cash~~is ~~and~~not norequired to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between our operations and ~~may~~other businesses. We do not intend to have ~~access~~any full time employees prior to ~~sufficient~~the ~~capital~~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.

~~Mr. Adika~~Although no determination has been ~~responsible~~made ~~for payment~~regarding ofthe ~~our~~ operating ~~expenses~~business ~~and~~that ~~expenses~~we ofplan ~~implementing~~to ~~our~~require, ~~business~~it ~~plan~~is ~~however~~possible hethat iswe ~~not~~may ~~required~~acquire toan ~~continue~~operating tocompany dothat soMr. We Adika ~~may~~has ~~not~~an beownership ~~able~~interest toin ~~take~~or ~~advantage~~that ofhe ~~any~~is ~~available~~an ~~business~~officer ~~opportunities~~or ~~because~~director of. ~~the~~Mr. Adika ~~limited~~is involved in several different business ventures and ~~uncertain~~he ~~availability~~ may propose to our company that we acquire one or more of ~~capital~~such ventures. ~~There~~If iswe nodo ~~assurance~~acquire ~~that~~any business affiliated with Mr. Adika, ~~will~~we ~~have~~may ~~sufficient~~not ~~capital~~be able to ~~provide~~do usso ~~with~~on terms that would be arrived at if the ~~necessary~~transaction ~~funds~~were tonegotiated ~~successfully implement~~on ~~our~~an ~~plan~~arms-length basis. As a result, the stockholders of ~~operation~~our orcompany ~~that~~may hebe ~~will~~adversely ~~continue~~affected as compared to ~~provide~~a ussimilar transaction with ~~capital~~an inindependent ~~the~~third ~~future~~party.

~~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.~~7

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.

8Table of Contents

~~Reporting~~Depending ~~requirements~~upon ~~under~~ the ~~Exchange~~ ~~Act~~nature of a proposed transaction, our stockholders, other than Mr. Adika, may ~~delay~~not orbe ~~preclude~~afforded athe ~~merger~~opportunity to approve or ~~acquisition~~consent to a particular transaction.

The ~~rules and~~stockholders ~~regulations~~ of ~~the~~our ~~SEC require~~company awill ~~reporting~~likely ~~shell~~not ~~company~~have tothe ~~timely~~right ~~provide~~to vote in afavor ~~Current~~of ~~Report~~or onagainst ~~Form 8-K~~a ~~financial~~proposed ~~and~~business ~~other~~combination. ~~information,~~In ~~including audited~~most ~~financial statements~~cases, ~~of the acquired company if we engage in~~ a business combination, orwill ifnot ~~there~~require isstockholder ~~a change in our control~~approval. ~~The~~ ~~additional~~Accordingly, ~~time~~stockholders ~~and~~will ~~costs that may~~ be ~~incurred~~relying byon the ~~potential~~determination ~~target company to prepare audited financial statements and other information may significantly delay or essentially preclude consummation~~ of anMr. Adika ~~otherwise~~regarding ~~desirable~~a ~~acquisition~~business combination.

ATo implement our business ~~combination~~plan ~~will~~we ~~result in~~may abe ~~change~~required into ~~control~~employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of ~~our~~any ~~company~~such advisors will be made by Mr. Adika and ~~significantly~~their ~~reduce~~fees will be paid by Mr. Adika if he is willing to do so at the ~~ownership~~time. ~~interest~~We ofanticipate ~~our~~that ~~current~~such ~~stockholders~~persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to us.

InIf 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 stockholdersMr. Adika Weconsiders ~~may~~it ~~also~~necessary ~~issue preferred stock~~ to ~~the~~hire ~~stockholders~~outside ofadvisors, ahe ~~target company. Holders of preferred stock~~ may ~~have~~elect ~~rights, preferences and privileges senior~~ to ~~those~~hire ofpersons ~~our~~who ~~existing~~are ~~holders~~affiliates of ~~common stock~~his. AsSuch aadvisors ~~condition~~because of ~~the~~their ~~business~~relationship ~~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~~Mr. Adika ~~The~~may ~~resulting~~not ~~change~~fully inconsider ~~control~~our ~~will~~best ~~likely~~interest ~~result~~ in ~~the~~rendering ~~removal~~advice ~~of our present officers~~ and ~~directors~~services ~~and~~to ~~a corresponding reduction in, or elimination of, their participation in future business activities~~us.

We ~~may~~have ~~engage~~no incash aand ~~business~~no ~~combination with~~operations aand ~~foreign~~may ~~entity~~not ~~which~~have ~~will~~access ~~subject~~to ussufficient capital to ~~additional~~consummate a business ~~risks~~combination.

WeMr. Adika ~~may~~has ~~effectuate~~been aresponsible ~~business~~for ~~combination with~~payment aof ~~merger~~our ~~target~~operating ~~whose~~expenses ~~business~~and ~~operations~~expenses ~~or even headquarters, place~~ of ~~formation~~implementing orour ~~primary place of~~ business ~~are~~plan ~~located outside~~however ~~the~~he ~~United~~is ~~States~~not ofrequired ~~America.~~to Incontinue ~~such~~to ~~event,~~do weso. We may ~~face~~not ~~the~~be ~~significant~~able ~~additional~~to ~~risks~~take ~~associated~~advantage ~~with~~of ~~doing~~any available business in ~~that~~opportunities ~~country.~~because Inof ~~addition to~~ the ~~language~~limited ~~barriers,~~and ~~different~~uncertain ~~presentations~~availability of ~~financial~~capital. ~~information,~~There ~~different~~is ~~business~~no ~~practices, and~~assurance ~~other cultural differences and barriers~~ that ~~may~~Mr. Adika ~~make~~will ithave ~~difficult~~sufficient capital to ~~evaluate~~provide ~~such~~us awith ~~merger~~the ~~target,~~necessary wefunds ~~may~~to ~~encounter~~successfully ~~ongoing business~~implement ~~risks~~our ~~associated~~plan ~~with uncertain legal systems and applications~~ of ~~law,~~operation ~~prejudice~~or ~~against~~that ~~foreigners,~~he ~~corrupt~~will ~~practices, uncertain~~continue ~~economic~~to ~~policies~~provide ~~and~~us ~~potential~~with ~~political~~capital ~~and economic instability that may be exacerbated~~ in ~~various~~the ~~foreign countries~~future.

WeThere may ~~engage~~be in a scarcity of and/or significant competition for business ~~combination that~~opportunities and combinations, which may ~~have~~impede ~~tax~~our ~~consequences~~ability to usconsummate ~~and~~a ~~our~~merger ~~stockholders~~or acquisition.

~~Federal~~We are and ~~state tax consequences~~ will~~, in~~ ~~all~~continue ~~likelihood,~~to be ~~major~~an ~~considerations~~insignificant participant in ~~any~~the business ~~combination~~of ~~that~~seeking wemergers ~~may~~with ~~undertake.~~and ~~Currently,~~acquisitions ~~such~~of ~~transactions~~privately-held ~~may be~~business ~~structured~~entities. soA aslarge tonumber ~~result~~of inestablished ~~tax~~and well-~~free~~financed ~~treatment~~entities, toincluding ~~both~~private ~~companies~~equity and ~~their~~venture ~~stockholders~~capital firms, ~~pursuant~~are toactive ~~various~~in ~~federal~~seeking ~~and~~potential ~~state tax~~merger ~~provisions.~~and Weacquisition ~~intend~~candidates tofor ~~structure~~their ~~any~~clients ~~business~~and ~~combination~~investors. soSubstantially asall tosuch ~~minimize~~entities ~~the~~have ~~federal~~significantly ~~and~~greater ~~state~~financial ~~tax~~resources, ~~consequences~~technical toexpertise ~~both our~~and ~~company~~managerial ~~and~~capabilities ~~the~~than ~~target~~we ~~entity~~have and, ~~their stockholders. However~~consequently, ~~there~~we ~~can~~will be noat ~~assurance~~a ~~that~~competitive ~~such~~disadvantage ~~business~~in ~~combination~~identifying ~~will meet~~possible ~~the~~business ~~statutory~~opportunities ~~requirements~~and ofsuccessfully completing a ~~tax-free~~business ~~reorganization~~combination. orMoreover, ~~that~~we ~~the parties~~ will ~~obtain~~also ~~the~~compete ~~intended~~in ~~tax-free~~seeking ~~treatment~~merger ~~upon a~~or ~~transfer~~acquisition ofcandidates ~~stock~~with orother ~~assets.~~public Ashell ~~non-qualifying~~companies ~~reorganization~~who ~~could~~may ~~result~~have inmore ~~the~~available ~~imposition~~funds ofor ~~both~~other ~~federal~~assets ~~and~~that ~~state~~make ~~taxes, which~~them ~~may~~a ~~have~~more anattractive ~~adverse~~candidate ~~effect~~for ona ~~both~~merger ~~parties~~than towe ~~the transaction~~are.

9Reporting requirements under the Exchange Act may delay or preclude a merger or acquisition.

~~Our~~The ~~management~~rules and ~~will~~regulations beof ~~subject~~the ~~to greater~~SEC ~~demands~~require ~~and~~a wereporting ~~will~~shell ~~incur~~company ~~increased~~to ~~costs~~timely asprovide in a ~~result~~Current Report on Form 8-K financial and other information, including audited financial statements, of ~~being~~the acquired company if we engage in a ~~public~~business ~~company~~combination, ~~which~~or ~~could~~if ~~affect~~there ~~our~~is ~~profitability~~a ~~and operating~~change ~~results~~in our control. ~~Our~~ ~~accounting,~~The ~~internal~~additional ~~audit~~time and ~~other~~costs ~~management~~that ~~systems~~may be incurred by the potential target company to prepare audited financial statements and ~~resources~~other information may ~~not~~significantly bedelay ~~adequately~~or ~~prepared for~~essentially ~~these~~preclude ~~demands~~consummation of an otherwise desirable acquisition.

WeA ~~are~~business acombination ~~public~~will ~~reporting~~result ~~company~~ in ~~the United~~a ~~States~~change ~~subject~~in tocontrol ~~the information and reporting requirements~~ of ~~the~~our ~~Securities~~company ~~Exchange Act of 1934~~ and ~~the~~significantly ~~compliance~~reduce ~~obligations of~~ the ~~Sarbanes-Oxley~~ownership ~~Act~~interest of ~~2002. As a public reporting company, we incur significant legal, accounting, investor relations and other expenses. These significant expenses could affect~~ our ~~profitability~~current ~~and our results of operations~~stockholders.

~~Section 404~~In conjunction with completion of ~~the~~a ~~Sarbanes-Oxley Act~~business ~~requires~~acquisition, ~~annual~~we ~~management~~anticipate ~~assessment~~that ofwe ~~the~~will ~~effectiveness~~issue an amount of our ~~internal~~authorized ~~controls~~but ~~over~~unissued ~~financial~~common ~~reporting~~stock ~~and~~that will represent a ~~report~~significant ~~by our~~majority ~~independent~~of ~~auditors~~the ~~addressing~~voting ~~these~~power ~~assessments.~~and ~~These~~equity ~~reporting~~of ~~and~~our ~~other~~company, ~~obligations~~which will, ~~place~~in ~~significant~~all ~~demands~~likelihood, ~~on our~~result ~~management,~~in ~~administrative,~~stockholders ~~operational,~~of ~~internal~~a ~~audit~~target company obtaining a controlling interest in us and ~~accounting~~thereby ~~resources~~reducing the ownership interest of our current stockholders. We ~~anticipate~~may ~~that~~also weissue ~~will~~preferred ~~eventually~~stock ~~need~~ to ~~upgrade~~the ~~our~~stockholders ~~systems;~~of ~~implement~~a ~~additional~~target ~~financial~~company. ~~and~~Holders ~~management~~of ~~controls,~~preferred ~~reporting~~stock ~~systems~~may ~~and~~have ~~procedures;~~rights, ~~implement~~preferences ~~an internal~~and ~~audit~~privileges ~~function;~~senior ~~and~~to ~~hire~~those ~~additional~~of ~~accounting,~~our ~~internal~~existing ~~audit~~holders ~~and~~of ~~finance~~common ~~staff~~stock. IfAs wea ~~are~~condition ~~unable~~of tothe ~~then~~business ~~accomplish these~~combination, ~~objectives~~persons inholding a ~~timely~~majority ~~and~~of ~~effective~~our ~~fashion,~~common ~~our~~stock ~~ability~~may agree to ~~comply~~sell ~~with~~or ~~our~~transfer ~~financial~~all ~~reporting~~or ~~requirements~~a ~~and~~portion ~~other~~of ~~rules that apply~~the common stock they own to ~~reporting~~provide ~~companies~~the ~~could~~target becompany ~~impaired~~with majority control. ~~Any~~The ~~failure~~resulting tochange ~~maintain~~in ~~effective~~control ~~internal~~will ~~controls~~likely ~~could~~result ~~have~~in the removal of our present officers and directors and a ~~material~~corresponding ~~adverse effect~~reduction onin, ~~our~~or ~~business~~elimination of, ~~operating~~their ~~results~~participation ~~and~~in ~~stock~~future ~~price~~business activities.

108

~~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.~~

WeTable ~~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.Contents

ItWe may beengage ~~more~~in ~~difficult~~a ~~for~~business uscombination ~~to retain~~with ora ~~attract~~foreign ~~officers~~entity ~~and~~which ~~directors~~will ~~due~~subject us to ~~the~~additional ~~Sarbanes-Oxley~~business ~~Act of 2002~~risks.

~~The~~We ~~Sarbanes-Oxley~~may ~~Act~~effectuate ofa ~~2002~~business ~~was~~combination ~~enacted in~~with ~~response~~a tomerger ~~public~~target ~~concerns~~whose ~~regarding~~business ~~corporate~~operations ~~accountability~~or ineven ~~connection~~headquarters, ~~with~~place ~~certain~~of ~~accounting~~formation ~~scandals.~~or ~~The~~primary ~~stated~~place ~~goals~~ of ~~the~~business ~~Sarbanes-Oxley Act~~ are tolocated ~~increase~~outside ~~corporate~~the ~~responsibility,~~United toStates ~~provide~~of ~~for~~America. ~~enhanced~~In ~~penalties~~such ~~for accounting and auditing improprieties at publicly traded companies~~event, ~~and~~we tomay ~~protect~~face ~~investors by improving~~ the ~~accuracy~~significant ~~and~~additional ~~reliability~~risks ofassociated ~~corporate~~with ~~disclosures pursuant~~doing tobusiness ~~the~~in ~~securities~~that ~~laws~~country. ~~The~~In ~~Sarbanes-Oxley~~addition ~~Act generally applies~~ to ~~all companies that file or are required to file periodic reports with~~ the ~~SEC~~language ~~under~~barriers, ~~the~~different ~~Securities~~presentations ~~Exchange Act~~ of ~~1934. The~~financial ~~enactment~~information, ofdifferent ~~the~~business ~~Sarbanes-Oxley~~practices, ~~Act~~and ofother ~~2002~~cultural ~~led~~differences ~~to a series of rules~~ and ~~regulations~~barriers ~~by the SEC~~ that ~~significantly~~may ~~increases~~make ~~the~~it ~~responsibilities~~difficult ~~and~~to ~~potential~~evaluate ~~liabilities~~such ~~of directors~~a ~~and~~merger ~~executive~~target, ~~officers. Because~~we ofmay ~~the~~encounter ~~perceived~~ongoing ~~increased~~business ~~personal~~risks ~~risk~~ associated with ~~acting~~uncertain aslegal ansystems ~~executive officer~~and orapplications ~~director~~ of alaw, ~~public~~prejudice ~~company~~against foreigners, wecorrupt ~~may~~practices, beuncertain ~~unable,~~economic orpolicies itand ~~may~~potential bepolitical ~~significantly~~and ~~more~~economic ~~expensive,~~instability tothat ~~attract~~may ~~and~~be ~~retain~~exacerbated ~~qualified executive~~in ~~officers~~various ~~and~~foreign ~~directors~~countries.

~~Our~~We ~~directors~~may ~~and~~engage ~~officers~~in ~~devote time~~a tobusiness ~~other~~combination ~~ventures,~~that ~~which~~ may ~~adversely~~have ~~impact~~tax ~~the~~consequences ~~time they can devote~~ to ~~our~~us ~~Company~~ and ~~its~~our ~~operations~~stockholders.

~~Some~~Federal ~~of our officers~~ and ~~directors~~state ~~also serve~~tax asconsequences ~~officers~~will, ~~and/or~~in ~~directors~~all oflikelihood, ~~other~~be ~~companies,~~major ~~and~~considerations ~~they~~in ~~devote~~any ~~only~~business combination that ~~portion~~we ofmay ~~their~~undertake. ~~time~~Currently, ~~which,~~such intransactions ~~their~~may ~~judgment and~~be ~~experience,~~structured isso ~~reasonably~~as ~~required~~to ~~for~~result ~~the~~in ~~management~~tax-free treatment to both companies and ~~operation~~their ofstockholders, ~~our~~pursuant ~~Company~~to various federal and ~~our~~state ~~business~~tax provisions. ~~Executive management~~ ~~may~~We ~~have~~intend ~~conflicts~~to ofstructure ~~interest~~any inbusiness ~~allocating~~combination ~~management~~so ~~time,~~as ~~services~~to minimize the federal and ~~functions~~state ~~among~~tax consequences to both our ~~Company~~company and ~~any~~the ~~current~~ target entity and ~~future~~their ~~ventures~~stockholders. inHowever, ~~which~~there ~~they~~can ~~are~~be ~~engaged. If~~no ~~our~~assurance ~~officers~~that ~~and~~such ~~directors~~business ~~are~~combination ~~unable~~will tomeet ~~devote~~the ~~adequate~~statutory ~~time~~requirements toof ~~manage our~~a ~~operations~~tax-free ~~successfully,~~reorganization ~~our~~or ~~potential~~that tothe ~~succeed~~parties aswill obtain the intended tax-free treatment upon a ~~business~~transfer ~~and~~of stock or assets. A non-qualifying reorganization could result in the ~~value~~imposition of ~~your~~both ~~shares~~federal and state taxes, which may behave ~~adversely~~an ~~affected~~adverse effect on both parties to the transaction.

11Our 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.

~~The~~We ~~market~~are ~~price~~a public reporting company in the United States subject to the information and reporting requirements of ~~our~~the ~~common~~Securities ~~stock may~~Exchange beAct ~~particularly~~of ~~volatile~~1934 and ~~our~~the ~~stockholders~~compliance ~~may~~obligations beof ~~unable~~the toSarbanes-Oxley ~~sell~~Act ~~their~~of ~~common~~2002. ~~stock~~As ata orpublic ~~above~~reporting ~~their~~company, ~~purchase~~we ~~price~~incur significant legal, ~~which may~~accounting, ~~result~~investor inrelations ~~substantial~~and ~~losses~~other toexpenses. aThese ~~stockholder~~significant expenses could affect our profitability and our results of operations.

IfSection 404 weof ~~are~~the ~~successful~~Sarbanes-Oxley inAct ~~acquiring~~requires anannual ~~operating business~~management ~~and~~assessment ifof athe ~~public~~effectiveness ~~market~~of ~~for~~ our ~~common~~internal ~~stock~~controls ~~develops,~~over itfinancial ~~may~~reporting beand ~~characterized~~a report by our independent auditors addressing these assessments. These reporting and other obligations will place significant ~~price~~demands ~~volatility~~on ~~when~~our ~~compared to~~management, ~~seasoned~~administrative, ~~issuers~~operational, internal audit and accounting resources. We ~~expect~~anticipate that if we ~~succeed~~will ineventually ~~acquiring~~need to upgrade our systems; implement additional financial and management controls, reporting systems and procedures; implement an ~~operating~~internal ~~business~~audit ~~our~~function; ~~share~~and ~~price~~hire ~~will~~additional ~~continue~~accounting, internal audit and finance staff. If we are unable to bethen ~~more~~accomplish ~~volatile than~~these objectives in a ~~seasoned~~timely ~~issuer~~and ~~for~~effective ~~the~~fashion, ~~indefinite~~our ~~future. Fluctuations~~ability into ~~share~~comply ~~price~~with our financial reporting requirements and other rules that apply to reporting companies could be ~~based~~impaired. onAny ~~various~~failure ~~factors~~to ~~in addition~~maintain toeffective ~~those~~internal ~~otherwise~~controls ~~described~~could inhave ~~this~~a ~~report~~material adverse effect on our business, ~~including:~~operating results and stock price.

•We ~~The~~are ~~operating~~dependent ~~performance~~upon ofour ~~the~~officers ~~business~~for wemanagement ~~acquire~~and direction, and the ~~performance~~loss of ~~its~~any ~~competitors;~~of these persons could adversely affect our operations and results.

•We ~~The~~are ~~public’s~~dependent ~~reaction~~upon toour officers for the successful management for our ~~press~~operations ~~releases,~~and the execution of our business plan(s). We do not have employment agreements with our officers or other ~~public~~key ~~announcements~~personnel. ~~and~~The loss of any of our ~~filings~~officers ~~with~~could delay or prevent the ~~Securities~~achievement of our business objectives, which could have a material adverse effect upon our results of operations and ~~Exchange~~financial ~~Commission;~~position.

~~• 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;~~9

~~• Variations in general economic conditions;~~

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

•It ~~Actions~~may ofbe ~~our~~more ~~existing~~difficult ~~stockholders,~~for ~~including~~us ~~sales~~to ofretain ~~common~~or ~~stock~~attract byofficers ~~our~~and directors ~~and~~due ~~executive~~to ~~officers;~~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 ~~arrival~~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 ~~departure~~are required to file periodic reports with the SEC under the Securities Exchange Act of ~~key~~1934. ~~personnel;~~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 ~~Other~~directors ~~developments~~and ~~affecting~~officers usdevote time to other ventures, ~~the~~which ~~industry~~may ofadversely impact the ~~company~~time wethey ~~may~~can ~~acquire~~devote orto our Company and its ~~competitors~~operations.

12Some 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.

~~Many~~The market price of ~~these~~our ~~factors~~common ~~are~~stock ~~beyond~~may ~~our~~be ~~control~~ particularly volatile and ~~may~~our ~~decrease~~stockholders ~~the~~may ~~market~~be ~~price~~unable ofto ~~our~~sell their common stock at or above their purchase price, ~~regardless~~which ofmay ~~our~~result ~~operating~~in ~~performance~~substantial ~~and~~losses ~~financial~~to ~~condition~~a stockholder.

~~The~~If ~~market~~we ~~price~~are ofsuccessful in acquiring an operating business and if a public market for our common stock develops, it may ~~decline~~be characterized by significant price volatility when compared to seasoned issuers. We expect that if awe ~~substantial~~succeed ~~number~~in ofacquiring ~~shares~~an ofoperating business our ~~common~~share ~~stock~~price ~~are~~will ~~sold~~continue atto ~~once~~be ormore involatile ~~large~~than ~~blocks~~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:

~~There~~● isThe ~~presently~~operating noperformance ~~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,~~business ~~manner~~we ofacquire ~~sale~~ and ~~notice requirements of Rule 144 of~~ the ~~Securities~~performance ~~Act~~ of ~~1933~~its 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.competitors;

~~Future~~● ~~issuance of~~The public’s reaction to our ~~common~~press ~~stock~~releases, ~~could~~our ~~dilute~~other public announcements and our filings with the ~~interests~~Securities ofand ~~existing~~Exchange ~~stockholders.~~Commission;

We● ~~may~~Changes ~~issue additional shares of our common stock~~ in ~~the~~earnings ~~future.~~estimates ~~The issuance~~ of ~~a substantial amount of common stock could have~~ the ~~effect~~business ofthat ~~substantially diluting~~we ~~the~~acquire ~~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 inrecommendations ~~a subsequent resale~~ by ~~the~~research ~~target~~analysts ~~company~~who infollow anus ~~acquisition which received such common stock as consideration~~ or byother ~~investors~~companies ~~who acquired such common stock~~ in aindustry ~~private~~of ~~placement could have an adverse effect on~~ the ~~market price~~business ofthat ~~our~~we ~~common stock.~~acquire;

We● ~~have~~Variations noin ~~plans~~general toeconomic ~~pay dividends.~~conditions;

To● ~~date,~~The wenumber ~~have~~of ~~paid~~shares noof ~~cash dividends on~~ our company’s common ~~shares.~~stock ~~For the foreseeable future, earnings generated from the operations of any business~~ that weare ~~may~~publicly ~~acquire~~traded in the future ~~will be retained for use in our business and not to pay dividends.~~;

~~The~~● ~~application~~ Actions of ~~the~~our ~~Securities~~existing ~~and~~stockholders, ~~Exchange~~including ~~Commission’s~~sales ~~“penny~~of ~~stock” rules to our~~ common stock ~~could~~by ~~limit~~our ~~trading activity~~directors ~~in the market,~~ and ~~our~~executive ~~stockholders may find it more difficult to sell their stock.~~officers;

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~~arrival ~~also~~or ~~must~~departure ~~provide the customer with current bid and offer quotations for the penny stock, the compensation~~ of ~~the~~key ~~broker-dealer~~personnel; 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.

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

WeMany ~~incur increased~~of ~~costs~~these asfactors aare ~~public~~beyond ~~company~~our ~~which~~control and may ~~affect~~decrease the ~~profitability~~market price of ~~any~~our ~~business~~common westock, ~~may~~regardless ~~acquire~~of inour ~~the~~operating ~~future~~performance and financial condition.

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.10

~~Item 1B. Unresolved Staff Comments.~~

~~Not~~Table ~~applicable.~~of Contents

~~ITEM~~The 2.market ~~PROPERTIES~~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.

~~Our~~There ~~Principal~~is ~~Executive~~presently ~~Offices~~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.

WeFuture doissuance ~~not~~of ~~own~~our ~~any~~common ~~real~~stock ~~property.~~could ~~Our~~dilute ~~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~~interests ~~not~~of ~~pay~~existing ~~any rent~~stockholders. ~~The mailing address is a private address and is provided at no cost to the Company.~~

We ~~believe~~may issue additional shares of our ~~current~~common ~~facilities~~stock ~~are~~in ~~sufficient for~~the future. The issuance of a substantial amount of common stock could have the effect of substantially diluting the interests of our ~~current~~stockholders. ~~needs~~In ~~and~~addition, ~~will~~the besale ~~adequate~~of a substantial amount of common stock in the public market, either in the initial issuance or ~~that~~in ~~suitable~~a ~~additional~~subsequent resale by the target company in an acquisition which received such common stock as consideration or ~~substitute~~by ~~space~~investors ~~will~~who beacquired ~~available~~such oncommon ~~commercially~~stock ~~reasonable terms,~~in ~~for~~a private placement could have an adverse effect on the ~~foreseeable~~market ~~future~~price of our common stock.

~~ITEM~~We 3.have ~~LEGAL~~no ~~PROCEEDINGS~~plans to pay dividends.

WeTo ~~are~~date, ~~currently not involved in any litigation that~~ we ~~believe could~~ have apaid ~~material~~no ~~adverse~~cash ~~effect~~dividends on our ~~financial~~common ~~condition or results of operations~~shares. ~~There~~For isthe noforeseeable ~~action~~future, ~~suit, proceeding,~~earnings ~~inquiry~~generated orfrom ~~investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to~~ the ~~knowledge~~operations of ~~the executive officers of our company or~~ any ofbusiness ~~our~~that ~~subsidiaries,~~we ~~threatened~~may ~~against~~acquire orin ~~affecting our~~the ~~company,~~future ~~our~~will ~~common~~be ~~stock,~~retained ~~any~~for ofuse ~~our~~in ~~subsidiaries or of~~ our ~~companies~~business orand ~~our~~not ~~subsidiaries’~~to ~~officers~~pay ~~or directors in their capacities as such, in which an adverse decision could have a material adverse effect~~dividends.

~~ITEM~~The 4.application ~~MINE~~of ~~SAFETY~~the ~~DISCLOSURES~~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.

~~Not~~It ~~applicable~~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.

14We incur increased costs as a public company which may affect the profitability of any business we may acquire in the future.

~~PART~~As a public company, we IIincur 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~~Item 51B. ~~MARKET~~Unresolved ~~FOR~~Staff ~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Comments.

a)Not ~~Market Information~~applicable.

~~Market for our common stock~~11

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

~~(b)~~Table ~~Record~~of ~~Holders~~Contents

AsITEM ~~of December 31, 2020, we had 54 shareholders of our common stock~~2. PROPERTIES

~~(c)~~Our ~~Dividends~~Principal Executive Offices

~~Since~~We ~~our~~do ~~inception, we have~~ not ~~declared nor~~own ~~paid~~ any ~~cash~~real ~~dividends~~property. onOur ~~our~~executive ~~capital~~offices ~~stock~~are ~~and~~located weat do1 ~~not~~Country ~~anticipate~~Road, ~~paying~~Unit ~~any~~B6, ~~cash~~Secaucus, ~~dividends~~New inJersey ~~the foreseeable future~~07094. Our ~~current~~officers ~~policy~~currently iswork tofrom ~~retain~~their ~~any~~homes ~~earnings~~and inthe ~~order~~Company todoes ~~finance~~not ~~our~~pay ~~operations~~any rent. ~~Our~~The ~~Board~~mailing ~~will~~address ~~determine~~is ~~future~~a ~~declarations~~private address and ~~payments~~ ofis ~~dividends,~~provided ifat ~~any,~~no incost ~~light~~to of the ~~then-current conditions it deems relevant and in accordance with applicable corporate law~~Company.

~~(d)~~We ~~Securities~~believe ~~Authorized~~our current facilities are sufficient for ~~Issuance~~our ~~under~~current ~~Equity~~needs ~~Compensation~~and ~~Plans~~will be adequate, or that suitable additional or substitute space will be available on commercially reasonable terms, for the foreseeable future.

~~We have no existing equity compensation plan.~~

~~Recent~~ITEM ~~Sales~~3. ofLEGAL ~~Unregistered Securities; Use of Proceeds from Sale of Registered Securities~~PROCEEDINGS

~~During~~We ~~the~~are ~~year~~currently ~~ended~~not ~~December 31~~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, ~~2018~~ suit, ~~the~~proceeding, ~~Company~~inquiry ~~engaged~~or ininvestigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~following~~knowledge ~~sales~~of the executive officers of ~~unregistered~~our ~~securities~~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.

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% 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~~ITEM 4. ~~10B-18~~MINE ~~Transactions~~SAFETY DISCLOSURES

~~During~~Not ~~the year ended December 31, 2020, there were no repurchases of the Company’s common stock by the Company~~applicable.

~~ITEM 6. SELECTED FINANCIAL DATA~~

~~Smaller reporting companies are not required to provide the information required by this item.~~12

~~ITEM~~Table 7.of ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Contents

~~The following discussion and analysis of the results of operations and financial condition of Bio-En Holdings Corp. for the fiscal years ended December~~PART 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.II

~~Overview~~ITEM ~~and~~5. ~~Plan~~MARKET ofFOR ~~Operation~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~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~~Market ~~of Amendment to the Articles of Incorporation changing the Company’s name from Olivia, Inc. to Bio-En Holding Corporation.~~Information

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

~~The~~Our ~~Company’s~~common ~~fiscal~~stock ~~year-end~~is currently quoted on the OTC Markets under the symbol BENH. There is ~~December 31~~ not active trading market for our common stock.

~~Results~~(b)Record ~~of Operations~~Holders

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2020~~2021, ~~and~~we ~~2019~~had 54 shareholders of our common stock.

~~Revenue~~(c)Dividends

~~Company~~Since ~~has~~our ~~generated~~inception, nowe ~~revenues~~have ~~from January 6,~~not ~~2014~~declared ~~(Inception)~~nor ~~through~~paid ~~December 31~~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, ~~2020~~if any, in light of the then-current conditions it deems relevant and in accordance with applicable corporate law.

~~Operating~~(d)Securities ~~Expenses~~Authorized for Issuance under Equity Compensation Plans

~~Our~~We ~~operating~~have ~~expenses~~no ~~for~~existing ~~the~~equity ~~year~~compensation ~~ended December 31, 2020, were $255,047 as compared to a $126,156 for the same period at December 31, 2019~~plan. 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~~Recent ~~loss~~Sales of Unregistered Securities; Use of Proceeds from Sale of Registered Securities

~~Our~~During ~~loss for~~ the year ended December 31, ~~2020~~ ~~was $255~~2018,~~047~~ ~~as compared to $126,156 for~~ the ~~same~~Company ~~period~~engaged atin ~~December 31, 2019. As we did not generate any revenues during~~ the ~~year~~ ~~ended~~following ~~December 31,~~sales ~~2020,~~of ~~our~~unregistered ~~net profit or loss equaled our operating expenses~~securities.

16On 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% 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.

~~Liquidity~~Rule 10B-18 ~~and Capital Resources~~Transactions

AsDuring ~~reflected in~~ the ~~accompanying~~year ~~financial~~ended ~~statements, the Company had a net loss of $255,047 as of~~ December 31, ~~2020~~2021, ~~and~~there awere ~~working~~no ~~capital~~repurchases ~~deficit~~ of ~~$442,778 and accumulated deficit of $803,194 at December 31, 2020. These factors raise substantial doubt about~~ the Company’s ~~ability~~common tostock ~~continue~~by asthe ~~a going concern~~Company.

~~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~~ITEM ~~cash~~6. ~~provided~~SELECTED byFINANCIAL ~~investing activities in the year ended December 31, 2020 was $ Nil as it was in the year ended December 31, 2019.~~DATA

~~Net~~Smaller ~~cash~~reporting ~~used~~companies byare ~~financing~~not ~~activities~~required ~~in the year ended December 31, 2020 was $4,037 as compared~~ to ~~$344,442~~provide ~~provided in~~ the ~~year~~information ~~ended~~required ~~December 31,~~by ~~2019~~this item.

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.13

~~Off-Balance Sheet Arrangements~~

WeTable ~~have no off-balance sheet arrangements as~~ of ~~December 31, 2020.~~Contents

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

WeThe dofollowing ~~not~~discussion ~~believe~~and analysis of the results of operations and financial condition of Bio-En Holdings Corp. for the fiscal years ended December 31, 2021 should be read in conjunction with the Company’s financial statements, and the notes to those financial statements that ~~inflation~~are ~~has~~included ~~had a~~elsewhere ~~material~~in ~~effect~~this onAnnual 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 ~~operations~~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.

~~Critical~~Overview ~~Accounting~~and ~~Policies~~Plan of Operation

~~Use~~The Company was incorporated under the laws of ~~Estimates~~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 ~~preparation~~Company ofhas ~~financial~~been ~~statements in~~unsuccessful ~~conformity with accounting principles generally accepted~~ in ~~the~~obtaining ~~United States requires management to make estimates and assumptions that affect~~ the ~~reported~~full ~~amounts~~funding ofrequired ~~assets~~for ~~and~~its ~~liabilities~~business ~~and~~plan. ~~disclosure~~Consequently, ~~of contingent assets and liabilities at~~ the ~~date~~Company ofis ~~the financial~~searching/researching ~~statements~~for ~~and~~new ~~the~~investments ~~reported~~opportunities, ~~amounts~~as ordiscussed ~~revenues and expenses during the reporting period~~below. ~~Actual results could differ from those estimates.~~

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

~~Identifiable~~Results ~~intangible~~of 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.Operations

~~Impairment~~For ofthe ~~Long-Lived~~year ~~Assets~~ended December 31, 2021 and 2020

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.Revenue

17Company has generated no revenues from January 6, 2014 (Inception) through December 31, 2021.

~~Share~~Operating ~~Based Payments~~Expenses

~~The~~Our ~~Company~~operating ~~recognizes~~expenses ~~compensation expense~~ for ~~all~~the ~~equity–based~~year ~~payments~~ended inDecember ~~accordance~~31, ~~with~~2021, ~~ASC~~were ~~718~~$41,838 ~~“Share-Based~~as ~~Payments".~~compared ~~Under~~to ~~fair~~a ~~value recognition provisions~~$255,047 for the ~~Company~~same ~~recognizes~~period ~~equity–based~~at ~~compensation~~December ~~net~~31, 2020. Our operating expenses consist of angeneral ~~estimated~~and ~~forfeiture~~administrative ~~rate~~expenses comprised mainly of consulting, accounting and ~~recognizes~~legal ~~compensation cost~~expenses. ~~only~~For ~~for~~2020 ~~those~~the ~~shares~~total ~~expected~~included toa ~~vest~~provision ~~over~~of $190,000 for the ~~requisite~~possible ~~service~~write ~~period~~down of the ~~award~~amount due from Leo Riders and in 2021 $32,050 of that provision has been reversed in view of payments received from Leo Riders.

~~Share-Based~~Net 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).loss

~~The~~Our ~~Company~~loss ~~accounts~~ for ~~Share–Based Payments~~the ~~granted~~year toended ~~non–employees~~December in31, ~~accordance~~2021 ~~with~~was ~~ASC 505~~$41,838 ~~“Equity~~as ~~Based~~compared ~~Payments~~ to ~~Non–Employees”. The~~$255,047 ~~Company~~for ~~determines~~ the ~~fair~~same ~~value~~period ofat ~~the~~December ~~Share–Based~~31, ~~Payment~~2020. asAs ~~either~~we ~~the~~did ~~fair~~not ~~value~~generate ofany ~~the~~revenues ~~consideration~~during ~~received or~~ the ~~fair~~year ~~value~~ended ofDecember ~~the equity instruments issued~~31, ~~whichever is more reliably measurable. If the fair value of the equity instruments issued is used~~2021, itour isnet ~~measured~~profit ~~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~~loss ~~date at~~equaled ~~which~~our ~~the~~operating ~~counterparty’s performance is complete.~~expenses

~~Recently~~Liquidity ~~Issued~~and ~~Accounting~~Capital ~~Pronouncements~~Resources

~~None~~As reflected in the accompanying financial statements, the Company had a net loss of $41,838 as of December 31, 2021, and a working capital deficit of $484,616 and accumulated deficit of $839,088 at December 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~ITEM~~Net ~~7A.~~cash ~~QUANTITATIVE~~earned ~~AND~~in ~~QUALITATIVE~~our ~~DISCLOSURES~~operating ~~ABOUT~~activities ~~MARKET~~during ~~RISK~~the year ended December 31, 2021 was ($41,838) as compared to ($255,047) used for the same period ended December 31, 2020.

~~Not~~Net ~~applicable~~cash provided by investing activities in the year ended December 31, 2021 was $ Nil as it was in the year ended December 31, 2020.

1814

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

~~BIO-EN~~Table ~~HOLDINGS~~of ~~CORP~~Contents

~~FINANCIAL~~Net ~~STATEMENTS~~cash used by financing activities in the year ended December 31, 2021 was Nil as compared to Nil provided in the year ended December 31, 2020

~~For~~The ability of the ~~year~~Company ~~ended~~to ~~DECEMBER~~continue 31its operations is dependent on Management’s plans, ~~2020~~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.

CONTENTS:
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2020 and 2019	F-3
Statement of Operations for the years ended December 31, 2020 and December 31, 2019	F-4
Statements of Stockholders’ Equity for the years ended December 31, 2020 and December 31, 2019	F-5
Statements of Cash Flows for the years ended December 31, 2020 and December 31, 2019	F-6
Notes to the Financial Statements	F-7

FOff-1Balance Sheet Arrangements

~~REPORT~~We ~~OF THE~~have ~~INDEPENDENT~~no ~~REGISTERED PUBLIC~~off-balance ~~ACCOUNTING~~sheet ~~FIRM~~arrangements as of December 31, 2021.

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

~~Opinion~~We do not believe that inflation has had a material effect on ~~the~~our ~~Financial~~results ~~Statements~~of operations.

WeCritical ~~have~~Accounting 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.Policies

~~Basis~~Use ~~for~~of ~~Opinion~~Estimates

~~These~~The ~~financial~~preparation ~~statements are the responsibility~~ of ~~the~~financial ~~Company's~~statements ~~management.~~in ~~Our~~conformity ~~responsibility~~with isaccounting toprinciples ~~express~~generally anaccepted ~~opinion~~in on the ~~Company's~~United ~~financial~~States ~~statements~~requires ~~based~~management onto ~~our~~make ~~audits. We~~estimates ~~are~~and aassumptions ~~public~~that ~~accounting~~affect ~~firm registered with~~ the ~~Public~~reported ~~Company~~amounts ~~Accounting~~of ~~Oversight~~assets ~~Board~~and ~~(United~~liabilities ~~States) ("PCAOB")~~ and ~~are~~disclosure ~~required~~of tocontingent beassets ~~independent~~and ~~with~~liabilities ~~respect~~at to the ~~Company~~date inof ~~accordance~~the ~~with~~financial ~~the~~statements ~~U.S.~~and ~~federal~~the ~~securities~~reported ~~laws~~amounts ~~and~~or ~~the~~revenues ~~applicable rules~~ and ~~regulations~~expenses ofduring the ~~Securities~~reporting ~~and~~period. ~~Exchange~~Actual ~~Commission~~results ~~and~~could ~~the~~differ ~~PCAOB~~from those estimates.

WeIntangible 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.Assets

~~Our~~Identifiable ~~audits~~intangible ~~included~~assets ~~performing~~with ~~procedures to~~indefinite ~~assess~~lives ~~the~~are ~~risks~~not ofamortized, ~~material~~but ~~misstatement~~instead ofare ~~the~~tested ~~financial~~for ~~statements~~impairment annually, ~~whether due to error~~ or ~~fraud,~~more ~~and~~frequently ~~performing~~if ~~procedures that~~circumstances ~~respond~~indicate ~~to those risks. Such procedures included examining, on~~ a ~~test~~possible ~~basis,~~impairment ~~evidence~~may ~~regarding~~exist. ~~the~~Intangible ~~amounts~~assets ~~and~~with ~~disclosures in~~estimable ~~the~~useful ~~financial~~lives ~~statements.~~are ~~Our~~amortized ~~audits~~over ~~also~~their ~~included~~respective ~~evaluating~~estimated ~~the~~useful ~~accounting~~lives, ~~principles~~generally ~~used~~on ~~and~~a ~~significant~~straight-line ~~estimates made by management~~basis, asand ~~well~~are asreviewed ~~evaluating~~for ~~the~~impairment ~~overall~~whenever ~~presentation~~events ofor ~~the~~changes ~~financial~~in ~~statements.~~circumstances Weindicate ~~believe~~ that ~~our~~the ~~audits~~carrying ~~provide~~value ~~a reasonable~~may ~~basis~~not ~~for~~be ~~our opinion~~recoverable.

~~Going~~Impairment ~~Concern~~of Long-Lived Assets

~~The~~Under ~~accompanying~~Financial ~~financial~~Accounting ~~statements~~Standards ~~have been~~Board ~~prepared~~(“FASB”) ~~assuming~~Accounting ~~that~~Standards ~~the~~Codification ~~Company~~(“ASC”) ~~will~~310, ~~continue~~“Accounting asfor ~~a going concern. As discussed in Note 2 to~~ the ~~financial~~Impairment ~~statements,~~or ~~the Company~~Disposal ~~has not established a source~~ of ~~revenue~~Long-lived ~~sufficient to cover its operating costs. As of December 31~~Assets”, ~~2020,~~ the Company ~~does~~ ~~not~~periodically ~~have~~reviews ~~sufficient~~whether ~~working~~changes ~~capital~~have ~~and~~occurred ~~cash~~that ~~resources~~would torequire ~~meet~~revisions ~~its~~to ~~planned~~the ~~business~~carrying ~~objectives.~~amounts ~~These~~of ~~and~~its ~~other~~definite ~~factors~~lived, ~~raise substantial~~long-lived ~~doubt~~assets. ~~about~~When the ~~Company’s~~sum ~~ability~~of tothe ~~continue~~expected asfuture acash ~~going~~flows ~~concern. Management’s plan regarding these matters~~ is ~~also~~less ~~described~~than inthe ~~Note~~carrying 2amount toof the ~~financial~~asset, ~~statements.~~an ~~The~~impairment ~~financial~~loss ~~statements~~is dorecognized ~~not~~based ~~include~~on ~~any~~the ~~adjustments~~fair ~~that~~value ~~might~~of ~~result from~~ the ~~outcome of this uncertainty~~asset.

~~Critical~~Share ~~Audit~~Based ~~Matters~~Payments

The ~~critical~~Company ~~audit~~recognizes ~~matters~~compensation ~~communicated~~expense ~~below are~~for ~~matters~~all ~~arising~~equity–based ~~from~~payments ~~the~~in ~~current~~accordance ~~period~~with ~~audit~~ASC of718 ~~the~~“Share-Based ~~financial~~Payments”. ~~statements~~Under ~~that~~fair ~~were~~value ~~communicated~~recognition orprovisions, ~~required to be communicated to~~ the ~~audit~~Company ~~committee~~recognizes ~~and~~equity–based ~~that:~~compensation ~~(1)~~net ~~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~~an ~~audit~~estimated ~~matters~~forfeiture ~~does~~rate ~~not alter in any way our opinion on the financial statements, taken as a whole,~~ and werecognizes ~~are~~compensation ~~not,~~cost byonly ~~communicating~~for ~~the~~those ~~critical~~shares ~~audit~~expected ~~matters~~to ~~below,~~vest ~~providing~~over ~~separate opinions on~~ the ~~critical~~requisite ~~audit~~service ~~matters~~period orof on the ~~accounts or disclosures to which they relate~~award.

~~Going concern~~Share-Based ~~refer~~Payments to ~~note~~employees, 3including 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).

~~Critical audit matter description~~15

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~~Table ~~the~~of ~~Critical Audit Matter was addressed in the Audit~~ Contents

-The WeCompany ~~evaluate~~accounts ~~whether~~for ~~there~~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 ~~substantial~~more ~~doubt~~reliably ~~about~~measurable. If the ~~entity's~~fair ~~ability~~value toof ~~continue~~the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as aof ~~going~~the ~~concern~~earlier ~~for~~of either (1) the date at which a ~~reasonable~~commitment ~~period~~for ofperformance ~~time~~by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete.

-Recently WeIssued ~~obtained~~Accounting ~~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.~~Pronouncements

~~- We added explanatory paragraph to the audit report~~None.

~~/s/ Weinstein International CPA~~

WeITEM ~~have~~7A. ~~served~~QUANTITATIVE asAND ~~the~~QUALITATIVE ~~Company's~~DISCLOSURES ~~auditor~~ABOUT ~~since 2020.~~MARKET RISK

~~Tel~~Not ~~Aviv, Israel~~ applicable.

~~April 14, 2021~~

~~BIO-EN HOLDINGS CORP~~16

~~BALANCE SHEETS~~

~~(in~~Table USof ~~Dollars)~~Contents

	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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~The~~BIO-EN ~~accompanying~~HOLDINGS ~~notes are an integral part of these financial statements.~~CORP

FINANCIAL ~~F-3~~STATEMENTS

~~BIO-EN~~For ~~HOLDINGS~~the ~~CORP~~year ended DECEMBER 31, 2021

~~STATEMENT OF OPERATIONS~~

CONTENTS: Report of Independent Registered Public Accounting Firm (inPCAOB USID ~~Dollars~~0662900001) F-2 Balance Sheets as of December 31, 2021 and 2020 F-4 Statement of Operations for the years ended December 31, 2021 and December 31, 2020 F-5 Statements of Stockholders’ Equity for the years ended December 31, 2021 and December 31, 2020 F-6 Statements of Cash Flows for the years ended December 31, 2021 and December 31, 2020 F-7 Notes to the Financial Statements F-8

	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.~~

~~F-4~~

~~BIO~~F-~~EN HOLDINGS CORP~~1

~~STATEMENT OF STOCKHOLDERS’ EQUITY~~

~~(in~~Table USof ~~Dollars)~~Contents

	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	)

REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To ~~accompanying~~the ~~notes~~Shareholders ~~are~~and anthe ~~integral~~Board ~~part~~ of ~~these~~Directors ~~financial~~of ~~statements.~~Bio-En Holdings Corp

Opinion ~~F-5~~on the Financial Statements

~~BIO~~We have audited the accompanying balance sheets of Bio-ENEn ~~HOLDINGS~~Holdings ~~CORP~~Corp (“the Company”) as of December 31, 2021 and 2020 and the related statements of operations, changes in stockholders’ deficit and cash flows, for each of the periods ended December 31, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the periods ended December 31, 2021, in conformity with generally accepted accounting principles in the United States of America.

~~STATEMENT~~Basis OFfor ~~CASH FLOWS~~Opinion

	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

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.

~~The~~We ~~accompanying~~conducted ~~notes~~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 ~~integral~~audit of its internal control over financial reporting. As part of ~~these~~our audits we are required to obtain an understanding of internal control over financial ~~statements~~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 ~~F-6~~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.

~~BIO-EN~~Going ~~HOLDINGS CORP~~Concern

~~NOTES~~The TOaccompanying ~~FINANCIAL~~financial ~~STATEMENTS~~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, 2021, 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.

~~NOTE~~Critical 1Audit ~~– NATURE OF BUSINESS AND BASIS OF PRESENTATION~~Matters

~~Company~~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, ~~formerly~~subjective, ~~Olivia~~or ~~Inc~~complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, istaken as a ~~Delaware company~~whole, ~~incorporated~~and ~~under~~we are not, by communicating the ~~laws~~critical ofaudit matters below, providing separate opinions on the ~~State~~critical ofaudit ~~Delaware~~matters or on ~~August 2,~~the ~~2011~~accounts or disclosures to which they relate.

~~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~~F-~~En Holdings Corp.~~2

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

~~Basis~~Table of ~~Presentation~~Contents

~~The~~Going ~~Company~~concern- ~~maintains~~refer ~~its~~to ~~accounting~~note ~~records on~~2 anof ~~accrual basis in accordance with generally accepted accounting principles in~~ the ~~United~~financial ~~States of America (“U.S. GAAP”).~~statements

~~These~~Critical ~~financial~~audit ~~statements~~matter ~~are presented in US dollars.~~description

~~Fiscal~~The ~~Year~~Company ~~End~~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.

~~The~~How ~~Corporation~~the ~~has~~Critical ~~adopted~~Audit aMatter ~~fiscal~~was ~~year end~~addressed ofin ~~December 31.~~the Audit

~~NOTE~~- 2We –evaluate ~~SUMMARY~~whether OFthere ~~SIGNIFICANT ACCOUNTING~~is ~~POLICIES~~substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time.

~~The~~- ~~principal~~We ~~accounting~~obtained ~~policies~~information about management’s plans that are ~~set~~ ~~out~~intended ~~below,~~to ~~these~~mitigate ~~policies~~the ~~have~~effect ~~been~~of ~~consistently~~such ~~applied~~conditions toor events, and assess the ~~period~~likelihood ~~presented,~~that ~~unless~~such ~~otherwise~~plans ~~stated:~~can be effectively implemented.

~~Going~~- ~~Concern~~We added explanatory paragraph to the audit report.

~~The~~/s/ ~~accompanying~~Weinstein ~~financial~~International ~~statements~~CPA 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.(6629)

~~The~~We ~~ability~~have ofserved as the Company’s toauditor ~~realize~~since ~~its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan~~2020. ~~In response to these problems, management intends to raise additional funds through public or private placement offerings.~~

~~These~~Tel ~~factors~~Aviv, 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.Israel

~~Use~~March of31, ~~Estimates~~2022

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.

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.F-3

~~Business Segments~~

~~The~~Table ~~Company~~of ~~operates in one segment and therefore segment information is not presented.~~Contents

~~Cash~~BIO-EN ~~and~~HOLDINGS ~~cash equivalents~~CORP

~~Cash~~BALANCE 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.SHEETS

~~Property,~~(in ~~Plant~~US ~~and Equipment~~Dollars)

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


	December 31	December 31
	2021	2020
	$	$
ASSETS
Current assets:
Cash and cash equivalents	15,633	11,710
Sundry Receivables	—	15,000
Total current assets	15,633	26,710

TOTAL ASSETS	15,633	26,710

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable and accrued liabilities	123,999	93,238
Loans from related parties	376,250	376,250
Total current liabilities	500,249	469,488

Total liabilities	500,249	469,488

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, 2021 and at December 31, 2020	7,735	7,735
Additional paid-in capital	352,681	352,681
Accumulated deficit	(845,032)	(803,194)
Total Stockholders’ Equity	(484,616)	(442,778)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	15,633	26,710

~~F-7~~

~~Intangible Assets~~

~~Identifiable~~The ~~intangible~~accompanying ~~assets~~notes ~~with indefinite lives~~ are ~~not~~an ~~amortized,~~integral ~~but~~part ~~instead~~of ~~are~~these ~~tested~~financial ~~for impairment annually, or more frequently if circumstances indicate a possible impairment may exist~~statements. 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~~F-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.4

~~Accounts payable and accrued expenses~~

~~Accounts~~Table ~~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.~~Contents

~~Share~~BIO-EN ~~Based~~HOLDINGS ~~Payments~~CORP

~~The~~STATEMENT ~~Company~~OF 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.OPERATIONS

~~Share-Based Payments to employees, including grants of employee stock options, are recognized as compensation expense~~ (in ~~the~~US 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 periodDollars).

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.


	Year ended	Year ended
	December 31,	December 31,
	2021	2020
	$	$
Revenue	—	—

Operating (Income) expenses :

General and administrative (income) expenses :
Consulting	—	1,657
Office Supplies & Travel	—	520
Filing fees	23,288	14,106
Secretarial expenses	—	1,106
Other expenses	—	5,189
Bank charges	600	385
Professional fees:-
- Accounting	24,000	24,000
- Auditing	26,000	19,000
- Legal fees	—	(916)
Total operating (income) expenses	73,888	65,047

Other (income) expenses
Provision for Write Down of Investment	(32,050)	190,000

Net profit (loss)	(41,838)	(255,047)

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

~~Earnings per share~~

The ~~Company~~accompanying ~~computes~~notes ~~net~~are ~~loss~~an ~~per~~integral ~~share in~~part ~~accordance with ASC 260, "Earnings Per Share" ASC 260 requires presentation~~ of ~~both~~these ~~basic~~financial ~~and diluted earnings per share (“EPS”) on the face of the income statement~~statements. 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~~F-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.5

~~Fair Value of Financial Instruments~~

~~The~~Table 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.Contents

~~The~~BIO-EN ~~following~~HOLDINGS ~~are the hierarchical levels of inputs to measure fair value:~~CORP

-STATEMENT ~~Level~~OF 1:STOCKHOLDERS’ ~~Quoted prices in active markets for identical instruments;~~EQUITY

~~- Level 2: Other significant observable inputs~~ (~~including quoted prices~~ in ~~active~~US ~~markets for similar instruments~~Dollars);

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


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

Loss for the year	—	—	—	—	—	(41,838)	(41,838)

Balance at December 31, 2021	—	—	77,350,003	7,735	352,681	(845,032)	(484,616)

~~F-8~~

~~NOTE~~The 3accompanying –notes ~~PURCHASED~~are ~~INTANGIBLE ASSETS,~~an ~~NET~~integral part of these financial statements.

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% 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.F-6

~~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~~Table ~~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% 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.Contents

~~After~~BIO-EN ~~signing~~HOLDINGS 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% 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% of the outstanding capital stock of Leo at a $9,000,000 valuation.CORP

~~$185,000~~STATEMENT ofOF ~~the~~CASH ~~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.~~FLOWS

~~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.


	For the year ended
	December 31,	December 31,
	2021	2020
	$	$
Cash Flows from Operating Activities

Net profit (loss)	(41,838)	(255,047)

Adjustments to reconcile net loss to net cash provided by operating activities:


Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	30,761	44,270
Sundry Receivable	15,000	226,104
Net cash used in operating activities	3,923	15,327

Cash Flow from Financing Activities
Proceeds from loans with related parties	—	(4,037)
Net Cash provided by financing activities	—	(4,037)

Movement in cash and cash equivalents	3,923	11,290

Cash and cash equivalents at beginning of the year	11,710	420

Cash and cash equivalents at end of the year	15,633	11,710

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 accompanying notes are an integral part of these financial statements.

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

F-97

~~NOTE 5 – STOCKHOLDER’S EQUITY~~

~~Merger~~Table of Contents

~~On August 21, 2014 the Company entered into a Share Exchange/Merger Agreement, between Company, Serena B. Potash (the “Principal Shareholder”) and Bio~~BIO-~~En Corp.,~~EN aHOLDINGS ~~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.~~CORP

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

~~Common~~NOTE 1 – ~~Stock~~NATURE OF BUSINESS AND BASIS OF PRESENTATION

~~For the period from January 6~~Company, ~~2014 to~~formerly ~~March~~Olivia 31Inc., ~~2014,~~is ~~the~~a ~~Company~~Delaware ~~issued 4~~company,~~409,196~~ ~~shares~~incorporated ofunder ~~common~~the ~~stock~~laws atof ~~$0.0001~~the ~~per~~State ~~share~~of ~~for~~Delaware ~~$441.00~~on August 2, ~~for professional services~~2011.

OnEffective ~~March~~August 2321, 2014, the Company ~~issued 2,548,853~~filed ~~shares~~with ofthe ~~common~~State ~~stock~~of atDelaware ~~$0.0001~~a ~~per~~Certificate ~~share~~of ~~for~~Amendment ~~$255.00, as consideration~~ to ~~purchase~~the ~~license~~Articles ~~rights~~of toIncorporation ~~develop~~changing ~~and~~the ~~use patented~~Company’s ~~intellectual~~name ~~property~~from asOlivia, Inc. ~~described~~to inBio-En ~~note~~Holdings 3Corp.

~~For~~On ~~the period between January~~August 621, ~~2014~~ ~~and March 31~~2014, ~~2014~~Bio-En ~~the~~Corp. ~~Company~~merged ~~issued 23~~with,~~041,951~~ ~~shares~~and ofinto ~~common~~Company ~~stock~~with toCompany ~~related~~being ~~parties~~the atsurviving ~~$0.0001~~entity ~~per~~of ~~share~~the ~~for $2,304~~merger.~~00 to related parties for services.~~

OnBasis ~~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.~~Presentation

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

OnThese ~~August 21,~~financial ~~2014,~~statements ~~pursuant~~are topresented ~~the Share~~in ~~Exchange/Merger~~US ~~Agreement, Ms~~dollars. 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.

~~F-10~~Fiscal Year End

~~NOTE~~The 6Corporation –has ~~INCOME~~adopted ~~TAXES~~a fiscal year end of December 31.

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~~NOTE 2 – ofSUMMARY ~~deferred~~OF ~~tax~~SIGNIFICANT ~~assets~~ACCOUNTING ~~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.~~POLICIES

	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	%		34	%
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 principal accounting policies are set out below, these policies have been consistently applied to the period presented, unless otherwise stated:

~~The~~Going 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.Concern

~~NOTE~~The 7–accompanying ~~RELATED~~financial ~~PARTY~~statements ~~TRANSACTIONS~~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, 2021, the Company has a working capital deficit of $478,672 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, 2021.

~~Details~~The ability of ~~transactions between~~ the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and ~~related~~development ~~parties~~of ~~are~~its ~~disclosed~~business ~~below:~~plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

~~The~~These ~~following~~factors, ~~entities~~among others, asraise ofsubstantial ~~December 31, 2020,~~doubt ~~have~~about ~~been~~the ~~identified~~Company’s ability to continue as ~~related~~a ~~parties:~~going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Mr. Baruch Adika	- President/Director and greater than 10% stockholder
Mr. Alon Shany	- Director
Mr. Shlomi Shany	- Greater than 10% stockholder
Mr. Ossie Weitzman	- CFO

Use of Estimates

	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.

Risks and Uncertainties

~~F-11~~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.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~F-8

~~None.~~

~~ITEM~~Table ~~9A.~~of ~~CONTROLS AND PROCEDURES~~Contents

~~(a) Disclosure~~Business ~~Controls and Procedures~~Segments

~~Disclosure~~The ~~controls~~Company ~~and~~operates ~~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~~one ~~reports~~segment ~~that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized~~ and ~~reported~~therefore ~~within~~segment 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~~not 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 disclosurepresented. ~~Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.~~

WeCash ~~have carried out an evaluation, under the supervision~~ and ~~with~~cash 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.equivalents

~~Based~~Cash onand ~~that~~equivalents ~~evaluation,~~include ~~our~~investments ~~Chief~~with ~~Executive Officer~~initial ~~and~~maturities ~~Chief~~of ~~Financial~~three months ~~Officer~~or ~~have~~less. ~~concluded~~The ~~that~~Company ~~the~~maintains ~~Company’s~~its ~~disclosure~~cash ~~controls~~balances ~~and~~at ~~procedures~~credit-worthy ~~were~~financial ~~effective~~institutions ~~as of~~that ~~the~~are ~~end~~insured ofby the ~~fiscal~~Federal ~~year~~Deposit ~~covered~~Insurance byCorporation ~~this~~(“FDIC”) ~~Annual~~up ~~Report~~to ~~on Form 10-K~~$250,000.

~~(b) Management’s~~Property, ~~Annual~~Plant ~~Report on~~and ~~Internal Control over Financial Reporting~~Equipment

~~Management~~The isCompany 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~~own ~~report~~any ofproperty, ~~management's~~plant ~~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~~equipment.

~~(c) Change~~Intangible ~~in Internal Control over Financial Reporting~~Assets

~~There~~Identifiable ~~were~~intangible noassets ~~significant~~with ~~changes~~indefinite tolives ~~our internal~~are ~~control~~not ~~over~~amortized, ~~financial~~but ~~reporting~~instead ~~(as~~are ~~defined~~tested infor ~~Rules 13a-15(f) and~~impairment ~~15d-15(f) under~~annually, ~~the~~or ~~Exchange~~more ~~Act)~~frequently ~~during our~~if ~~fourth~~circumstances ~~fiscal~~indicate ~~quarter~~a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, ~~that~~generally ~~could~~on ~~materially~~a ~~affect~~straight-line basis, orand are ~~reasonably~~reviewed ~~likely~~for toimpairment ~~materially~~whenever ~~affect,~~events ~~our~~or ~~internal~~changes ~~control~~in ~~over financial~~circumstances ~~reporting~~indicate that the carrying value may not be recoverable.

~~ITEM~~Impairment ~~9B.~~of ~~OTHER~~Long-Lived ~~INFORMATION~~Assets

~~None~~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.

19Accounts payable and accrued expenses

~~PART~~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 ~~III~~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.

~~ITEM~~Share ~~10.~~Based ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~Payments

~~Directors~~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 ~~Executive~~recognizes ~~Officers~~compensation cost only for those shares expected to vest over the requisite service period of the award.

~~The~~Share-Based ~~following~~Payments ~~table~~to ~~sets~~employees, ~~forth~~including ~~the~~grants ~~names and ages~~ of ~~all~~employee ofstock ~~our directors~~options, ~~executive~~are ~~officers~~recognized ~~and~~as ~~key~~compensation ~~employees;~~expense ~~and~~in ~~all~~the ~~positions~~financial ~~and~~statements ~~offices~~based ~~held~~on astheir offair ~~the date of this Report~~values. ~~The~~That ~~directors~~expense ~~will~~is ~~hold~~recognized ~~such~~over ~~office until~~ the ~~next~~period ~~annual~~during ~~meeting~~which ofan ~~shareholders~~employee ~~and~~is ~~until~~required ~~his~~to orprovide ~~her~~services ~~successor~~in ~~has~~exchange ~~been elected~~for ~~and~~the ~~qualified.~~award, ~~Executive~~known ~~officers~~as ~~are elected by~~ the ~~Board~~requisite ~~and~~service ~~serve~~period at(usually the ~~discretion~~vesting ~~of the Board~~period).

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~~F-9

~~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~~Table of Contents

~~Baruch Adika,~~Earnings ~~42,~~per ~~President, Chief Executive Officer and Director.~~share

~~Baruch~~The ~~Adika~~Company ~~has~~computes annet ~~extensive~~loss ~~track~~per ~~record of~~share ~~effective and multifaceted turnaround strategies for globally recognized brands with up to $500 million~~ in ~~revenue.~~accordance ~~Mr. Adika has comprehensive experience working~~ with ~~heritage~~ASC ~~brands~~260, ~~spearheading~~“Earnings ~~growth~~Per inShare” ~~retail~~ASC ~~and~~260 ~~wholesale,~~requires ~~managing~~presentation ~~P&L,~~of ~~sales and~~both ~~multi-channel~~basic ~~marketing,~~and ~~corporate~~diluted ~~restructuring,~~earnings ~~talent~~per ~~management~~share ~~and~~(“EPS”) ~~investor~~on ~~relations.~~the ~~Mr. Adika~~face ~~has a deep knowledge~~ of ~~national~~the ~~customer~~income ~~bases~~statement. ~~and~~Basic ~~broad~~EPS ~~industry~~is ~~network,~~calculated ~~driving~~by ~~profitability,~~dividing ~~audience~~the ~~engagement~~profit ~~and~~or ~~brand~~loss ~~coherence.~~attributable ~~Mr. Adika’s core~~to ~~competencies~~common ~~are:~~shareholders ~~attracting,~~of ~~assessing~~the ~~and~~Company ~~developing~~by ~~talent,~~the ~~building~~weighted ~~high-performance~~average ~~management~~number ~~teams;~~of ~~creating~~common ~~innovative turnaround~~shares ~~strategies~~outstanding ~~and~~during ~~reinvigorating~~the ~~brand~~period. ~~competitiveness;~~Diluted ~~navigating~~EPS ~~omni-channel~~is ~~retail~~determined ~~environments~~by ~~with~~adjusting athe ~~hands-on~~profit ~~approach; high-impact~~or ~~presentation~~loss ~~skills~~attributable ~~for~~to ~~both~~common ~~internal~~shareholders and ~~external~~the ~~audiences;~~weighted ~~and~~average ~~broad~~number ~~industry network and in-depth knowledge~~ of ~~supply~~ ~~chain~~common ~~and~~shares ~~product.~~outstanding ~~Mr. Adika~~for ~~is currently~~ the ~~President~~effects ~~and~~of ~~Chief~~all ~~Executive~~potential ~~Officer~~dilutive ofcommon ~~W. Showroom~~shares, ~~Inc.,~~ ~~Sourcing Society~~which ~~Inc.~~comprise ~~and~~convertible acompensation ~~corporate~~to ~~gifting company he established in 2008~~employees. ~~Mr. Adika is also the Co-Founder of Brand Defender Inc. and CyberMinds Inc.~~

~~Alon~~Income ~~Shany, 27 - Executive Vice President of the Company and Directors.~~taxes

~~Alon~~The ~~Shany~~Company ~~has~~accounts ~~been~~for aincome ~~broker~~taxes ~~with~~under ~~IBI~~FASB ~~Investment House,~~Codification ~~Tel~~Topic ~~Aviv, Israel,~~740-10-25 ~~since~~(“ASC ~~March 2018~~740-10-25”). Under ASC 740-10-25, deferred tax assets and ~~has~~liabilities ~~served~~are asrecognized afor ~~member~~the offuture tax consequences attributable to differences between the ~~board~~financial ofstatement ~~directors~~carrying amounts of ~~Kaman~~existing ~~Capital~~assets ~~Limited, a~~and ~~public~~liabilities ~~company~~and ~~listed~~their onrespective ~~the~~tax ~~Tel~~bases. ~~Aviv~~Deferred ~~Stock~~tax ~~Exchange~~assets ~~since~~and ~~January 2018.~~liabilities ~~Mr. Shany~~are ~~graduated~~measured ~~from~~using ~~the~~enacted ~~Interdisciplinary Center~~tax ~~Herzliya~~rates inexpected ~~2020~~to ~~with~~apply ato ~~bachelor’s~~taxable ~~degree~~income in ~~sustainability~~the years ~~and~~in ~~governance.~~which ~~From~~those ~~2012~~temporary differences are expected to ~~2015,~~be Mrrecovered or settled. ~~Shany~~ ~~served in~~Under ASC 740-10-25, the ~~Israel~~effect ~~Defense~~on ~~Forces~~deferred ~~reaching~~tax ~~the~~assets ~~rank~~and liabilities of ~~Sergeant~~a ~~Major~~change in tax rates is recognized in income in the period that includes the enactment date.

~~Ossie~~Fair ~~Weitzman,~~Value ~~66,~~of ~~Chief~~ Financial ~~Officer~~ Instruments

~~Ossie~~The ~~Weitzman~~Company ismeasures aassets UKand ~~Chartered~~liabilities ~~Accountant~~ at fair value based inon ~~Israel.~~an Heexpected ~~qualified~~exit price as adefined ~~Chartered~~by ~~Accountant~~the inauthoritative ~~1978~~guidance aton ~~Stoy~~fair ~~Hayward~~value ~~(now~~measurements, ~~BDO)~~which ~~becoming~~represents athe ~~manager~~amount inthat ~~the~~would ~~corporate~~be ~~finance and~~received ~~investigations~~on ~~department.~~the Insale ~~1983~~of ~~Mr. Weitzman~~an ~~founded~~asset ~~Neville~~or ~~Weitzman &~~paid Coto transfer a ~~London~~liability, ~~based~~as ~~firm~~the ofcase ~~Chartered Accountants.~~may ~~Mr. Weitzman~~be, ~~immigrated~~in toan ~~Israel~~orderly intransaction ~~1991~~between ~~and~~market ~~from~~participants. ~~1992~~As tosuch, ~~1994~~fair ~~was~~value ~~Investment~~may ~~Manager~~be atbased ~~Concept~~on ~~Investment Services.~~assumptions ~~Since~~that ~~1995~~market ~~Mr. Weitzman~~participants ~~has~~would ~~been~~use in pricing an ~~independent~~asset ~~consultant~~or ~~providing~~liability. ~~financial,~~The ~~economic~~authoritative ~~and~~guidance ~~venture~~on ~~marketing~~fair ~~services to~~value ~~technology~~measurements ~~and~~establishes ~~other~~a ~~companies~~consistent inframework ~~Israel.~~for ~~Mr. Weitzman~~measuring ~~holds~~fair value on either a ~~B.Soc.Sc~~recurring or nonrecurring basis whereby inputs, used in ~~Political~~valuation ~~Science~~techniques, ~~from~~are ~~the~~assigned ~~University~~a ofhierarchical ~~Birmingham~~level.

20The following are the hierarchical levels of inputs to measure fair value:

~~Committees~~- Level 1: Quoted prices in active markets for identical instruments;

~~The~~- ~~Board~~Level ~~has~~2: noOther ~~standing~~significant ~~committees.~~observable inputs (including quoted prices in active markets for similar instruments);

~~Family~~- ~~Relationships~~Level 3: Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

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

~~Audit~~NOTE 3 – ~~Committee~~PURCHASED ~~Financial~~INTANGIBLE ~~Expert~~ASSETS, NET

~~Our~~On ~~Board~~March 23, ~~does~~2014, ~~not~~the ~~currently~~Company ~~have~~entered ~~any~~into ~~member who~~an ~~qualifies~~Exclusive asLicense anAgreement ~~audit~~with ~~committee~~GeneSyst ~~financial expert~~International, Inc., Wea ~~believe~~Delaware ~~that~~corporation (“Genesyst”), for the ~~cost~~acquisition ~~related~~of tothe ~~retaining~~rights ~~such~~to apatents ~~financial~~for ~~expert~~the ~~at this~~conversion ~~time~~of iscellulose ~~prohibitive.~~material ~~Further,~~into ~~because~~energy weproducing ~~are~~Ethanol. inThe ~~the~~purchase ~~start-up~~price ~~stage~~included ofa ~~our~~partial ~~business~~initial ~~operations,~~payment weof ~~believe~~10% of the ~~services~~common stock of an ~~audit~~the ~~committee~~Company ~~financial~~and ~~expert~~$330,000 ~~are~~(including ~~not~~VAT) ~~warranted~~payable atin ~~this time~~cash.

21On 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.

~~Involvement~~On inNovember ~~Legal~~26, ~~Proceedings~~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.

ToUnder the ~~best of our knowledge~~Agreement, ~~during~~Bio ~~the past~~would ~~ten~~acquire ~~years,~~all ~~none~~ of the ~~following~~outstanding ~~occurred~~capital ~~with~~stock ~~respect~~of toLeo ~~our~~in ~~present~~exchange orfor ~~former~~shares ~~director,~~of ~~executive~~Bio ~~officer,~~common orstock ~~employee: (1) any~~to ~~bankruptcy~~be ~~petition~~issued ~~filed~~to bythe orshareholders ~~against any business~~ of ~~which~~Leo ~~such~~in ~~person~~an ~~was~~amount aequal ~~general~~to ~~partner~~up orto ~~executive~~40% ~~officer either at the time~~ of the ~~bankruptcy~~post-transaction oroutstanding ~~within~~capital ~~two~~stock ~~years~~the ~~prior~~Company. toThe ~~that~~Company ~~time;~~would ~~(2) any~~also ~~conviction~~provide ininterim afinancing ~~criminal proceeding or being subject~~ to aLeo ~~pending~~and ~~criminal~~will ~~proceeding~~assist ~~(excluding~~Leo ~~traffic~~in ~~violations~~additional ~~and~~capital ~~other~~raising ~~minor~~efforts. ~~offenses);~~The ~~(3) being~~combined ~~subject to any order~~company, ~~judgment~~to orbe ~~decree,~~led ~~not~~by ~~subsequently~~Barry ~~reversed~~Adika, ~~suspended~~CEO ~~or vacated,~~ of ~~any~~Bio-En ~~court of competent jurisdiction~~Holdings, ~~permanently or~~would ~~temporarily~~be ~~enjoining,~~headquartered ~~barring, suspending or otherwise limiting his or her involvement~~ in ~~any type of business~~Secaucus, ~~securities or~~New ~~banking~~Jersey. ~~activities;~~In ~~and~~accordance ~~(4) being~~with ~~found~~the byTerm ~~a court of competent jurisdiction (in a civil action)~~Sheet, ~~the~~Leo ~~SEC~~was orto ~~the~~raise ~~Commodities Futures~~up ~~Trading Commission~~ to ~~have~~$2,000,000 ~~violated~~within a120 ~~federal~~days orof ~~state~~the ~~securities~~merger orcontemplated ~~commodities~~by ~~law, and~~ the ~~judgment has not been reversed, suspended or vacated~~Agreement.

~~Board Leadership Structure~~F-10

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~~Table ~~Conflict~~ of ~~Interest~~Contents

~~Since~~After wesigning dothe ~~not~~final ~~have~~agreement anand ~~audit~~before orraising ~~compensation committee~~the ~~comprised~~funds, ofBio ~~independent~~would ~~Directors~~transfer to Leo up to $460,000 as a loan (the ~~functions~~“Loan”), ~~that~~which ~~would~~will ~~have~~be ~~been~~paid ~~performed~~back by ~~such~~Leo ~~committees~~upon ~~are~~raising ~~performed~~the ~~by our Board~~funds. ~~Thus,~~If ~~there~~Leo iswould alike ~~potential~~to ~~conflict~~terminate ofthe ~~interest~~Agreement infor ~~that~~any ~~our~~reason, ~~Directors~~Leo ~~have~~will transfer 50% of the ~~authority~~Leo company shares to ~~determine~~Bio ~~issues~~as ~~concerning management~~a ~~compensation~~penalty. If Bio is unable to raise the $2,000,000 infor ~~essence~~Leo, ~~their~~the ~~own~~$400,000 ~~and~~which ~~audit~~has ~~issues~~been ~~that~~given ~~may~~to ~~affect~~Leo ~~management~~as ~~decisions.~~a Weloan ~~are~~will ~~not~~be ~~aware~~transferred ofrepaid ~~any~~with ~~other conflicts~~the transfer of ~~interest~~5% ~~with~~of ~~any~~the outstanding capital stock of ~~our~~Leo ~~executives~~at ora ~~Directors~~$9,000,000 valuation.

~~Board’s~~$185,000 ~~Role~~of the Loan had been already transferred prior to signature of the Agreement and a further $50,000 was transferred prior to December 31, 2020 resulting in ~~Risk~~a ~~Oversight~~total advanced of $235,000.

~~The~~Prior ~~Board~~to ~~assesses on an ongoing basis~~ the ~~risks~~date ~~faced~~of by the ~~Company.~~Agreement, ~~These~~Bio ~~risks~~had ~~include~~no ~~financial,~~interactions ~~technological,~~with ~~competitive~~Leo, ~~and~~other ~~operational~~than ~~risks.~~the ~~The~~negotiation ~~Board dedicates time at each~~ of ~~its~~the ~~meetings~~Term toSheet ~~review~~ and ~~consider~~ the ~~relevant~~Amendment. ~~risks~~The ~~faced~~agreement bywas ~~the~~entered ~~Company~~into 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~~arm’s ~~financial risk exposures~~-length.

~~Code~~However, due to certain information regarding the financial position of ~~Ethics~~Leo, ~~and~~which ~~Business~~came to light after the announcement of ~~Conduct~~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.

~~The~~On September 13, 2020 an agreement between the Company ~~does~~and ~~not~~Leo ~~currently~~was ~~have~~signed aunder ~~written code~~which Leo agreed to pay the Company the sum of ~~ethics~~$72,000 by way of monthly amounts of $5,000 from October 13, 2020 to September 13, 2021 and ~~business~~to pay a further $160,000 by January 13, 2022. However, the said amount of ~~conduct~~$160,000 ~~policy~~has not yet been received.

~~ITEM 11. EXECUTIVE COMPENSATION~~

~~Executive~~NOTE 4 – ~~Compensation~~LOAN FROM RELATED PARTY

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
	December 31,		December 31,
		2020		$	24,000
	2021		2020
Bruce Minsky, Secretary		2019		$	7,035
	$		$
		2020		$	-
Loan from related party	376,250		376,250

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

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%.

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~~NOTE 5 – ~~Contracts,~~STOCKHOLDER’S ~~Termination of Employment, Change-in-Control Arrangements~~EQUITY

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.Merger

AsOn ~~of December~~August 3121, ~~2020,~~2014 ~~other than~~ the ~~Independent~~Company ~~Contractor~~entered ~~Agreement~~into ~~with~~a ~~Ossie~~Share ~~Weitzman~~Exchange/Merger Agreement, ~~its~~between ~~Chief Financial Officer~~Company, ~~there~~Serena ~~was~~B. noPotash ~~employment~~(the or“Principal ~~other~~Shareholder”) ~~contracts or~~and ~~arrangements~~Bio-En ~~with officers~~Corp., ~~There~~a ~~are~~Delaware nocorporation. ~~compensation~~On ~~plans or arrangements~~August 21, ~~including payments to be made by us~~2014, ~~with~~we ~~respect to~~filed ~~our~~a ~~officers~~Certificate orof ~~consultants~~Merger ~~that~~in ~~would result from~~ the ~~resignation,~~State ~~retirement or any other termination~~ of ~~such~~Delaware ~~officers~~whereby ~~or consultants~~Bio-En ~~from us~~Corp. ~~There~~merged ~~are~~with ~~no arrangements for officers~~Company, ~~employees~~with orCompany ~~consultants~~the ~~that~~surviving ~~would result from a change-in-control~~entity.

23In 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.

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

~~The~~For ~~following table sets forth certain information as of~~ the ~~date~~period ~~hereof~~from ~~with~~January 6, ~~respect~~2014 to ~~the beneficial ownership of our ordinary shares~~March 31, ~~the sole outstanding class of our voting securities~~2014, ~~by (i) each stockholder known to be~~ the ~~beneficial owner of 5% or more of the outstanding ordinary shares of the~~ Company, ~~(ii) each~~issued ~~executive officer and director~~4,409,196 ~~and~~shares ~~(iii) all executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules~~ of ~~the~~common ~~Securities~~stock ~~and~~at ~~Exchange Commission and generally includes voting or investment power with respect to securities~~$0.0001 ~~ordinary~~per ~~shares~~share ~~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~~$441.00, ~~warrants or convertible securities but are not deemed outstanding~~ for ~~computing~~professional ~~the percentage of any other person and is based on shares issued and outstanding as of December 31, 2020~~services.

~~The~~On ~~following~~March 23, ~~table~~2014 ~~provides~~ the ~~names and~~Company ~~addresses~~issued of2,548,853 ~~each person known to us to own more than 5% of our outstanding~~ shares of common stock asat of$0.0001 ~~December 31, 2020~~per ~~and~~share byfor ~~the officers and directors~~$255.00, ~~individually and~~ as aconsideration ~~group.~~to ~~Except~~purchase aslicense ~~otherwise~~rights ~~indicated,~~to ~~all~~develop ~~shares are owned directly~~ and ~~the~~use ~~shareholders~~patented ~~listed~~intellectual ~~possesses~~property ~~sole~~as ~~voting~~described ~~and~~in ~~investment~~note ~~power with respect to the shares shown~~3.

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

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.

~~(1)~~On ~~Unless~~March 12, ~~otherwise~~2018 ~~noted,~~the Company completed the ~~address~~issuance of ~~each~~45,000,000 ~~beneficial~~shares ~~owner~~of iscommon ~~c/o~~stock ~~Unit~~to 2,related ~~Secaucus,~~parties ~~New~~at ~~Jersey~~$0.00525 ~~07094~~per share for $236,250.

(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.F-11

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

24Table of Contents

~~ITEM~~Cancellation ~~13.~~of ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Shares

~~Except~~On asAugust 21, ~~disclosed below~~2014, ~~since~~pursuant ~~the~~to ~~beginning of~~ the ~~fiscal~~Share ~~year~~Exchange/Merger ~~preceding~~Agreement, Ms. Potash, the ~~last~~then ~~fiscal~~principal ~~year~~shareholder ~~none~~ of ~~the~~Company ~~following~~owning ~~persons~~an ~~has~~aggregate ~~had~~of ~~any~~7,894,625 ~~direct~~shares orof ~~indirect~~Company ~~material~~common ~~interest in~~stock, ~~any~~agreed ~~transaction~~ to ~~which~~cancel ~~our~~6,024,601 ~~Company~~of ~~was~~her orshareholdings. isAll acancelled ~~party,~~shares orof incommon ~~any~~stock ~~proposed~~were ~~transaction~~returned to ~~which~~the ~~our~~ Company’s ~~proposes~~pool toof beauthorized ~~a party:~~but unissued shares.

~~· any Director or officer of our Company;~~

·NOTE 6 – ~~any~~INCOME ~~proposed Director of officer of our Company;~~TAXES

·The ~~any~~provision/benefit ~~person~~for ~~who~~income ~~beneficially~~taxes ~~owns,~~for ~~directly~~the year orended ~~indirectly~~December 31, ~~shares~~2021 ~~carrying~~differs ~~more~~from ~~than~~the 5amount ~~percent~~which would be expected as a result of applying the ~~voting~~statutory ~~rights~~tax ~~attached~~rates to ~~our~~the ~~common~~losses ~~stock;~~before orincome taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax assets.

·Realization ~~any~~of ~~member~~deferred oftax ~~the~~assets ~~immediate~~is ~~family~~dependent ofupon ~~any~~sufficient offuture ~~the~~taxable ~~foregoing~~income ~~persons~~during ~~(including~~the aperiod ~~spouse,~~that ~~parents,~~deductible ~~children,~~temporary ~~siblings,~~differences and incarry-~~laws)~~forwards are expected to be available to reduce taxable income.

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% 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.


	December 31,		December 31,
	2021		2020
	$		$
Deferred tax assets:
Pre-tax profit/(loss) as reported	(845,032)		(803,194)
U.S. statutory tax rate	34	%	34	%
Expected tax expense (benefit)	287,310		273,085
Total deferred tax assets	287,310		273,085
Less: Valuation allowance	(287,310)		(273,085)
Net deferred tax assets	—		—

~~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~~The 14Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. ~~PRINCIPAL~~As ~~ACCOUNTING~~of ~~FEES~~December ~~AND~~31, ~~SERVICES~~2021, the Company had approximately $845,032 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2038.

~~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 FormNOTE ~~10-Q~~7 ~~and~~– ~~services~~RELATED ~~that~~PARTY ~~are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:~~TRANSACTIONS

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

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

~~Notes~~The following entities, as of December 31, 2021, have been identified as related parties:

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


Mr. Baruch Adika	- President/Director and greater than 10% stockholder
Mr. Alon Shany	- Director
Mr. Shlomi Shany	- Greater than 10% stockholder
Mr. Ossie Weitzman	- CFO

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~~F-12

~~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.~~

InTable 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~~Contents

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


	December 31,	December 31,
	2021	2020
	$	$
The following balances were carried out with related parties:

Balance sheets:
Accounts Payable and Accrued Liabilities	70,500	46,500
Loans from related parties – Director	376,250	376,250
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,
	2021	2020
	$	$
The following transactions were carried out with related parties:

Accounting fees	24,000	24,000
CFO compensation expense, $2,000 per month.

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.

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES~~F-13

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

~~(2) Financial~~Table ~~Statement~~of ~~Schedule: None.~~Contents

~~(3) Exhibits~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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)

None.

10.3		Stock Sale Agreement, dated December 27, 2017 by and among the Company and the Purchasers (3)
31.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

~~(1)~~ITEM ~~Incorporated~~9A. byCONTROLS ~~reference~~AND ~~as an Exhibit to our Form 8-K filed with the SEC on September 11, 2014.~~PROCEDURES

(2a) Disclosure ~~Incorporated~~Controls byand ~~reference as an Exhibit to our Registration Statement on Form S-1 filed with the SEC on February 13, 2013.~~Procedures

~~(3)~~Disclosure ~~Incorporated~~controls and procedures are the controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed by ~~reference~~the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as ~~Exhibit~~amended 10(the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.1 Disclosure controls and procedures include, without limitation, controls and procedures designed to ~~our~~ensure ~~Form~~that ~~8-K~~information ~~filed~~required ~~with~~to be disclosed by an issuer in the ~~SEC~~reports onthat ~~March~~it 19files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, ~~2018~~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 ~~Filed~~have ~~herewith~~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.

27Based 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.

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

~~Pursuant~~Management tois ~~the~~responsible ~~requirements~~for ofestablishing ~~Section 13 or~~and maintaining adequate internal control over financial reporting, as defined in Securities Exchange Act Rule 13a-15(df) of. Internal control over financial reporting is designed to provide reasonable assurance regarding the ~~Securities~~reliability ~~Exchange~~of ~~Act~~financial reporting and preparation of ~~1934,~~financial ~~the~~statements ~~Registrant~~for ~~has~~external ~~duly~~purposes ~~caused~~in ~~this~~accordance with U.S. GAAP. This annual report todoes benot ~~signed~~include ona ~~its~~report ~~behalf~~of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the ~~undersigned,~~Securities ~~thereunto~~and ~~duly~~Exchange ~~authorized~~Commission for newly public companies.

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

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.

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

ITEM 9B. OTHER INFORMATION

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

None.

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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	43	President, Chief Executive Officer, Chairman of the Board of Directors
Alon Shany	28	Executive Vice President & Director
Ossie Weitzman	67	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, 43, 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, 28 - 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 2021 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, 67, 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.

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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

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.

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ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table shows for the period ended December 31, 2021 and 2020, 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.

Fiscal

Option

All Other

Name and Principal Position

Year

Salary ($)

Bonus

Awards

Compensation

Total ($)

Ossie Weitzman, Chief Financial Officer

2020

24,000

2021

24,000

Directors Compensation

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

As of December 31, 2021, 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% 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, 2021.

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The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 31, 2021 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.


	Amount and Nature	Percent of Common
	of Beneficial Ownership	Percentage of
Name of Beneficial Owner and Address (1)	of Common Stock	Class (2)
5% Shareholders
Applied Bio-Fuels Limited (3)	4,424,118	5.72	%
Meyer Feiler	3,935,560	5.088	%

Directors and Executive Officers
Baruch Adika	26,893,418	34.55	%
Shlomi Shany	11,090,000	14.25	%
Ossie Weitzman	0	0	%
Bruce Minsky	0	0	%

All directors and officers as a group (5 people)		48.8	%

(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, 2021, 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).

Table of Contents

Director Independence

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,		December 31,
	2021		2020
Audit Fees	$	26,000	$	19,000
Audit Related Fees		—	$	—
Tax Fees		—		—
All Other Fees			$

Notes:

(1)	For both the years ended December 31, 2021 and 2020, principal accountants of the Company were Weinstein International.

Since incorporation and as of the fiscal year ended December 31, 2021, 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

Table of Contents

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)

10.3		Stock Sale Agreement, dated January 8, 2018 by and among the Company and the Purchasers (3)

31.1*		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

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

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(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

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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: March 31, 2022


	/s/ Ossie Weitzman
	Name:	Ossie Weitzman
	Title:	Chief Financial Officer (Duly authorized Principal Financial Officer)

Dated: March 31, 2022


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

Dated: March 31, 2022


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

Dated: March 31, 2022

December 31,

December 31,

The following transactions were carried out with related parties:

Accounting fees

CFO compensation expense, $2,000 per month.

Filing Compare · Bio-En Holdings Corp.