BIO-EN HOLDINGS CORP The following is management's discussion and analysis of the financial condition
and results of operations of
Overview
The Company planned to design and execute agreements to build, operate and
maintain a bio-mass to energy facility on the Island of
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. 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
New Opportunities
With the inability to raise the necessary funds we have been forced to
reevaluate our business plans. As such, our principal business objective for the
next 12 months and beyond will be to achieve long-term growth potential through
starting up a new business or a combination with an existing business. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of business.
Furthermore, we will consider both businesses and opportunities that are under
the control of our chief executive officer,
The analysis of new business opportunities has and will be undertaken by or under the supervision of our officers and directors. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:
? Potential for growth, indicated by new technology, anticipated market expansion
or new products;
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? Competitive position as compared to other firms of similar size and experience
within the industry segment as well as within the industry as a whole;
? Strength and diversity of management, either in place or scheduled for
recruitment;
Capital requirements and anticipated availability of required funds, to be
? provided by us or from operations, through the sale of additional securities,
through joint ventures or similar arrangements or from other sources;
? The cost of participation by us as compared to the perceived tangible and
intangible values and potentials;
? The extent to which the business opportunity can be advanced;
? The accessibility of required management expertise, personnel, raw materials,
services, professional assistance and other required items; and
? Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling, we will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
Limited Operating History
There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.
Results of Operations
Three Three
Months Months
Ended Ended
June June
30, 2022 30, 2021
Revenues $ - -
Total operating expenses 13,416 (1,360)
Net loss $ (13,416) (1,360)
For the three months ended
Revenues
We did not generate any revenues during the three months ended
Operating Expenses
We incurred total operating expenses of
Net Loss
During the three months ended
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For the six months ended
Revenues
We did not generate any revenues during the six months ended
Operating Expenses
We incurred total operating expenses of
Net Loss
During the six months ended
Liquidity and Capital Resources
As at
The ability of the Company to realize its business plan is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Inflation
We do not believe that inflation has had a material effect on our results of operations.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with
Use of Estimates
The preparation of financial statements in conformity with
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 Payments 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.
Recent Accounting Pronouncements
None.
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