The following discussion and analysis of the results of operations and financial condition of Bio-En Holdings Corp. for the fiscal years ended December 31, 2021 should be read in conjunction with the Company's financial statements, and the notes to those financial statements that are included elsewhere in this Annual Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Annual Report. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.

Overview and Plan of Operation

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

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

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

Results of Operations

For the year ended December 31, 2021 and 2020

Revenue

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

Operating Expenses

Our operating expenses for the year ended December 31, 2021, were $41,838 as compared to a $255,047 for the same period at December 31, 2020. Our operating expenses consist of general and administrative expenses comprised mainly of consulting, accounting and legal expenses. For 2020 the total included a provision of $190,000 for the possible write down of the amount due from Leo Riders and in 2021 $32,050 of that provision has been reversed in view of payments received from Leo Riders.

Net loss

Our loss for the year ended December 31, 2021 was $41,838 as compared to $255,047 for the same period at December 31, 2020. As we did not generate any revenues during the year ended December 31, 2021, our net profit or loss equaled our operating expenses

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company had a net loss of $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.

Net cash earned in our operating activities during the year ended December 31, 2021 was ($41,838) as compared to ($255,047) used for the same period ended December 31, 2020.

Net cash provided by investing activities in the year ended December 31, 2021 was $ Nil as it was in the year ended December 31, 2020.


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Net 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

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

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of December 31, 2021.

Inflation

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



Critical Accounting Policies

Use of Estimates

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

Intangible Assets

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

Impairment of Long-Lived Assets

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

Share Based Payments

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

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


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

Recently Issued Accounting Pronouncements

None.

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