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Bio-En Holdings Corp. – ‘10-Q’ for 9/30/22 – ‘R14’

On:  Monday, 11/14/22, at 5:22pm ET   ·   For:  9/30/22   ·   Accession #:  1410578-22-3437   ·   File #:  333-186629

Previous ‘10-Q’:  ‘10-Q’ on 8/29/22 for 6/30/22   ·   Latest ‘10-Q’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/14/22  Bio-En Holdings Corp.             10-Q        9/30/22   39:1.8M                                   Toppan Merrill/FA2

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    419K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     19K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     19K 
 4: EX-32.1     Certification -- §906 - SOA'02                      HTML     15K 
 5: EX-32.2     Certification -- §906 - SOA'02                      HTML     15K 
11: R1          Document and Entity Information                     HTML     62K 
12: R2          Balance Sheets                                      HTML     78K 
13: R3          Balance Sheets (Parenthetical)                      HTML     30K 
14: R4          Statements of Operations                            HTML     60K 
15: R5          Statement of Cash Flows                             HTML     48K 
16: R6          Nature of Business and Basis of Presentation        HTML     20K 
17: R7          Summary of Significant Accounting Policies          HTML     28K 
18: R8          Purchased Intangible Assets, Net                    HTML     18K 
19: R9          Loans From Related Parties                          HTML     25K 
20: R10         Stockholders' Deficit                               HTML     22K 
21: R11         Income Taxes                                        HTML     37K 
22: R12         Related Party Transactions                          HTML     35K 
23: R13         Subsequent Events                                   HTML     15K 
24: R14         Summary of Significant Accounting Policies          HTML     53K 
                (Policies)                                                       
25: R15         Loans From Related Parties (Tables)                 HTML     24K 
26: R16         Income Taxes (Tables)                               HTML     33K 
27: R17         Related Party Transactions (Tables)                 HTML     30K 
28: R18         Summary of Significant Accounting Policies          HTML     33K 
                (Details)                                                        
29: R19         Purchased Intangible Assets, Net (Details)          HTML     44K 
30: R20         Loans From Related Parties (Details)                HTML     15K 
31: R21         Stockholders' Deficit (Details)                     HTML     39K 
32: R22         Income Taxes (Details)                              HTML     26K 
33: R23         Income Taxes - Additional Information (Details)     HTML     16K 
34: R24         Related Party Transactions (Details)                HTML     15K 
37: XML         IDEA XML File -- Filing Summary                      XML     60K 
35: XML         XBRL Instance -- tmb-20220930x10q_htm                XML    312K 
36: EXCEL       IDEA Workbook of Financial Reports                  XLSX     49K 
 7: EX-101.CAL  XBRL Calculations -- tmb-20220930_cal                XML     52K 
 8: EX-101.DEF  XBRL Definitions -- tmb-20220930_def                 XML     59K 
 9: EX-101.LAB  XBRL Labels -- tmb-20220930_lab                      XML    334K 
10: EX-101.PRE  XBRL Presentations -- tmb-20220930_pre               XML    233K 
 6: EX-101.SCH  XBRL Schema -- tmb-20220930                          XSD     69K 
38: JSON        XBRL Instance as JSON Data -- MetaLinks              128±   182K 
39: ZIP         XBRL Zipped Folder -- 0001410578-22-003437-xbrl      Zip    100K

‘R14’   —   Summary of Significant Accounting Policies (Policies)

This is an IDEA Financial Report.  [ Alternative Formats ]

 
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Use of Estimates

Use of Estimates

The preparation of the interim financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) 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.
Going Concern

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at September 30 2022 the Company has a working capital deficit of $528,968 and a loss from operations of $44,352 and an accumulated deficit of $889,384 and has earned no revenues since inception. The Company intends to fund 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, 2022.

This current inability to generate revenue raises 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.
Risks and Uncertainties

Risks and Uncertainties

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

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

The loss of the services of Baruch Adika, our Chief Executive Officer and Director, would adversely affect our ability to implement our business plan.

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

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

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

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.
Business Segments

Business Segments

The Company had operated in one segment and therefore segment information is/was not presented.
Cash and cash equivalents

Cash and cash equivalents

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

Accounts payable and accrued liabilities

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

Share Based Payments

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

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

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

Earnings per share

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

Common stock equivalents totaling, 30,000 on September 30, 2022 were not included in the computation of diluted earnings per share on the statement of operations due to the fact that the Company reported a net loss in the first two quarters of 2022 and to do so would be anti-dilutive.
Income taxes

Income taxes

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

Fair Value Measurements

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

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

​

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

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

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

​

The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities.

Dates Referenced Herein

This ‘10-Q’ Filing    Date    Other Filings
12/31/22None on these Dates
Filed on:11/14/22
For Period end:9/30/22
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Filing Submission 0001410578-22-003437   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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