10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2017

or

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

For the transition period from ______________ to ______________

Commission File Number: 333-186629

Bio-En Holdings Corp.

(Name of registrant as specified in its charter)

Delaware	990369776
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

56 Main Street

Monsey, New York 10952

(Address of principal executive offices) (Zip Code)

(845) 364-7151

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨    No x

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 13, 2017, there were 32,350,003 shares of common stock issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	8
Item 4.	Controls and Procedures.	8
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	9
Item 1A.	Risk Factors.	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	9
Item 3.	Defaults Upon Senior Securities.	9
Item 4.	Mine Safety Disclosures.	9
Item 5.	Other Information.	9
Item 6.	Exhibits.	10

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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.

3

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

BIO-EN HOLDINGS CORP

INTERIM FINANCIAL STATEMENTS

For the three months ended September 30, 2017

(Unaudited)

CONTENTS:
Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016	F-1
Statement of Operations for the three months ended September 30, 2017 and 2016 (unaudited)	F-2
Statements of Cash Flows for the three months ended September 30, 2017 and 2016 (unaudited)	F-3
Notes to the unaudited Interim Financial Statements	F-4

4

BIO-EN HOLDINGS CORP

BALANCE SHEETS

(In U.S. Dollars)

	September 30, 2017 (unaudited)			December 31, 2016 (audited)
	$			$
ASSETS
Current assets:
Cash and cash equivalents		1,010			1,136
Total current assets		1,010			1,136
Purchased intangible assets, net		211,608			226,088
TOTAL ASSETS		212,618			227,224
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities		219,305			194,033
Accounts payable – related party		255,000			187,500
Loans from related party		104,045			84,153
Total current liabilities		578,350			465,686
Non-current liabilities:
Other payable		279,661			279,661
Total liabilities		858,011			745,347
Stockholders' Equity (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; 32,350,003 shares issued and outstanding at September 30, 2017 and December 31, 2016		3,235			3,235
Additional paid-in capital		120,931			120,931
Accumulated deficit		(769,559	)		(642,289	)
Total Stockholders’ Equity (Deficit)		(645,393	)		(518,123	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		212,618			227,224

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

F-1

BIO-EN HOLDINGS CORP

STATEMENTS OF OPERATIONS

(in U.S. Dollars)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	$			$
Operating expenses :
General and administrative expenses
Amortization expense		4,792			4,844			14,480			14,532
Directors' compensation		22,500			22,500			67,500			67,500
Filing fees		1,951			2,081			6,893			6,474
Other costs		42			42			126			126
Professional fees:-
- Accounting		6,000			6,000			18,000			18,000
- Auditor's fee		2,500			2,000			7,000			6,000
- Legal fees		1,085			6,000			6,795			27,000
Secretarial expenses		3,820			1,106			5,796			5,520
Total operating expenses		(42,690	)		(44,573	)		(126,590	)		(145,152	)
Interest expenses		260						680			4,973
Net loss		(42,950	)		(44,573	)		(127,270	)		(150,125	)
Net loss per common share - basic and diluted
Net loss per share attributable to common stockholders		-			-			-			-
Weighted-average number of common shares outstanding		32,350,003			32,350,003			32,350,003			32,350,003

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

F-2

BIO-EN HOLDINGS CORP

STATEMENT OF CASH FLOWS

(in U.S. Dollars)

(Unaudited)

	Nine Months Ended September 30,
	2017			2016
	$			$
Cash Flows from Operating Activities
Net loss		(127,270	)		(150,125	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization Expense		14,480			14,532
Changes in operating assets and liabilities					(2,000	)
Accounts payable and accrued liabilities		25,272			53,567
Accounts payable – related party		67,500			67,500
Net cash used in operating activities		(20,018	)		(16,526	)
Cash Flows from Investing Activities		-
Cash Flows from Financing Activities
Proceeds from loan with related party		19,892			16,400
Net cash provided by financing activities
Decrease in cash and cash equivalents		(126	)		(126	)
Cash and cash equivalents at beginning of the period		1,136			1,304
Cash and cash equivalents at end of the period		1,010			1,178

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

F-3

BIO-EN HOLDINGS CORP

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the Three Months ended September 30, 2017

(Unaudited)

NOTE 1 – ORGANIZATION

Bio-En Holdings Corp (formerly Olivia Inc.) is a Delaware company (the “Company”), incorporated under the laws of the State of Delaware on August 2, 2011. The Company intends to be a world leader of setting the standard for waste to bio-fuel technologies. The Company is planning, designing and executing agreements to build, operate and maintain a bio-mass to energy facility on the Island of Malta.

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

On August 21, 2014, Bio-En Corp merged with, and into Bio-En Holdings Corp (formerly Olivia Inc.), with Bio-En Corp being the surviving entity of the merger and changing its name to Bio-En Holdings Corp. This transaction closed on September 10, 2014 and each issued and outstanding share of common stock of Bio En Corp was converted into one share of common stock in Bio-En Holdings Corp.

The completion of the Share Exchange/Merger Agreement resulted in a change of control. The Share Exchange was accounted for as a reverse merger and recapitalization, with Bio-En Corp regarded as the accounting acquirer, since Bio En Corp Shareholders collectively beneficially owned approximately 89.6% of the Common Stock immediately after the Exchange.

Basis of Presentation

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

Fiscal Year End

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

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2017, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2017, and the results of its operations and its cash flows for the period ended September 30, 2017. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2017. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2016, filed with the SEC, for additional information, including significant accounting policies.

Functional and Reporting Currency

The Company's reporting currency is the U.S. dollar. The Company’s functional currency is the Euro. The functional currency for its energy projects is the Euro because Malta, an EU member state is the primary economic environment in which the Company conducts its operations. Assets and liabilities of the Malta project are translated using the exchange rate on the respective balance sheet dates. Items in the income statement and cash flow statement are translated into U.S. Dollars using the average rates of exchange for the periods involved. The resulting translation adjustments are recorded as a separate component of other comprehensive income/(loss) within stockholders’ equity.

Euro (“EUR”) amounts have been translated into U.S. Dollars at the representative rate of exchange on September 30, 2017 (USD 1 = EUR 0.8485).

F-4

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

The preparation of the interim 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.

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, 2017, the Company has a working capital deficit of $645,393 and a loss from operations of $127,270 and an accumulated deficit of $769,559 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, 2017.

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.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential of business failure.

Business Segments

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

Cash and cash equivalents

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

Property, Plant and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using shorter of useful live of the property or the unit of depletion method.

F-5

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.

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.

Research and Development

Internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed.

Royalty Expense

Royalties are calculated as the greater of 3% of gross revenues or $330,000. Royalties are payable within 30 days after the end of each calendar quarter. The first minimum royalty payment of $330,000 (including of VAT) is due 30 days after the first anniversary following the Company receiving initial project development funding, client contract or initiation of engineering and shall be due annually thereafter. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of sales.

Share Based Payments

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

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

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

Earnings per share

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

Common stock equivalents totaling, 30,000 on September 30, 2017 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 second quarter of 2017 and to do so would be anti-dilutive.

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.

F-6

Fair Value of Financial Instruments

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

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

- Level 1:	Quoted prices in active markets for identical instruments;
- Level 2:	Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3:	Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

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.

F-7

NOTE 3 – PURCHASED INTANGIBLE ASSETS, NET

The following table summarizes purchased intangible assets as of September 30, 2017. Intangible assets include costs of the initial license to use patented technologies in Malta, related to the conversion of cellulose materials into energy producing Ethanol.

	September 30, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Useful Life (in Years)
	$		$			$
Finite lived intangible assets
License rights		279,916		(68,308	)		211,608		14.4
Total identifiable intangible assets		279,916		(68,308	)		211,608

On March 23, 2014, the Company entered into an Exclusive License Agreement in Malta for the acquisition of the rights to patents for the conversion of cellulose material into energy producing Ethanol. The purchase price includes; a partial initial payment of 10% of the common stock of the Company and $330,000 (including 18% VAT) payable in cash.

Amortization expense related to the purchased intangible assets was $14,480 during Nine months ended September 30, 2017.

The estimated future amortization expense of purchased intangible assets as of September 30, 2017, is as follows:

	Estimated Amortization Expense
	$
Remaining three months of 2017		4,896
2018		19,376
2019		19,376
2020		19,376
2021		19,376
Thereafter		129,208
Total		211,608

F-8

NOTE 4 – ACCOUNT PAYABLE - RELATED PARTY

	September 30,		December 30,
	2017		2016
	(Unaudited)
	$		$
Account payable – related party		255,000		187,500

The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.

NOTE 5 – LOAN FROM RELATED PARTY

	September 30,		December 31,
	2017		2016
	(Unaudited)
	$		$
Loan from related party		104,045		84,153

The above loan is unsecured, bears 1% interest accrued to the loan and has no set terms of repayment. This loan is repayable on demand.

NOTE 6 – STOCKHOLDERS’ DEFICIT

Merger

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

In connection with the Share Exchange / Merger Agreement and our Chief Executive Officer and Director, Ms. Potash, the Agreement provided for; the cancellation by Ms. Potash of 6,024,625 shares of the Company’s common stock representing 84% of the then outstanding common stock (all of which shares have been cancelled by the Company and are now included in the Company’s pool of authorized but unissued shares.).

In conjunction with the 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 Bio-En Holdings Corp common stock.

Common Stock

For the period from January 6, 2014 to March 31, 2014, the Company issued 4,409,196 shares of common stock at $0.0001 per share for $441, for professional services.

On March 23, 2014 the Company issued 2,548,853 shares of common stock at $0.0001 per share for $255, as consideration to purchase license rights to develop and use patented intellectual property as described in note 3.

For the period between January 6, 2014 and June 30, 2014 the Company issued 23,041,951 shares of common stock to related parties at $0.0001 per share for $2,304 to related parties for services.

Additional Paid-in Capital

During 2014, an officer of the Company paid operating expenses on behalf of the Company totaling $133,454, which was treated as contributed capital.

Cancellation of Shares

On August 21, 2014, the Company entered into a Share Exchange and Merger Agreement with Bio-En Holdings Corp, a Delaware Corporation. Pursuant to the agreement the principal shareholder of Bio-En Holdings Corp owning an aggregate of 7,894,625 shares of Bio-En Holding Corp common stock, agreed to cancel 6,024,601 of their shares. All cancelled shares of common stock were returned to the Company’s pool of authorized but unissued shares.

NOTE 7 – INCOME TAXES

The (benefit)/provision for income taxes for the periods ended September 30, 2017 and December 31, 2016 differ 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.

F-9

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

	September 30,			December 31,
	2017			2016
	(Unaudited) $			$
Deferred tax assets:
Pre-tax loss as reported		(769,559	)		(642,289	)
U.S. statutory tax rate		34	%		34	%
Expected tax expense (benefit)		261,650			218,378
Total deferred tax assets		261,650			218,378
Less: Valuation allowance		(261,650	)		(218,378	)
Net deferred tax assets		-			-

The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. As of September 30, 2017, the Company had approximately $726,609 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2037.

NOTE 8 – RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions.

A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged.

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

The following entities have been identified as related parties:

Ms. Serena Potash	- President/Director
Mr. Bruce Minsky	- Secretary
Mr. Peter Hurrell	- Vice President and greater than 10% stockholder
Mr. Geoffrey McLaren	- Director and greater than 10% stockholder
Mr. Joseph Micalle	- Director and greater than 10% stockholder
Mr. Mayer Feiler	-Greater than 10% stockholder
Applied Bio-Fuels Limited	-Greater than 10% stockholder
GeneSyst International Inc.	- Common ownership

F-10

	September 30,		December 31,
	2017		2016
	(Unaudited) $		$
The following transactions were carried out with related parties:
Balance sheets:
Loan from related party		104,045		84,153
From time to time, the president of the Company provides advances to the Company for its working capital purposes. These advances bear 1% interest accrued to the loan and are due on demand.
Accounts payable - related party		255,000		187,500
On December 1, 2014, the Company entered into a director service agreement with Serena B. Potash, Chairman of the Board/Director, Geoffrey McLaren, Director and Joseph Micalle, Director. 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 taking quarterly fee in cash, the Corporation may, at the election of the Directors, pay the Directors in shares of the common stock. The conversion price of each issuance is calculated by the average of the closing prices per share of the Corporations’ common stock on the five consecutive trading days ending on the trading day immediately preceding end of the calendar quarter discounted by 30%.
Income Statement:
Compensation expense		67,500		90,000
Directors' compensation expense consists of monthly salary of $2,500 per director.

F-11

NOTE 9 – COMMITMENTS

Independent Contractor Consulting Agreement

The Company entered into a Consulting Agreement on March 23, 2014 with GeneSyst International Inc., to provide Technical Support Services in the field of gravity pressure vessel application and related matters.

The Company agreed to retain GeneSyst International Inc. to work as its independent contractor for a minimum annual retainer fee of $150,000. Consulting services commence upon the successful raising of $10,000,000 and commencement of construction of a bio-mass to energy facility on the Island of Malta.

Payment of 3% royalties on gross revenues

An initial payment of $330,000 (including of VAT) is due 30 days after the first anniversary following the Company receiving initial project development funding, customer contract or initiation of engineering and shall be due annually thereafter. Royalties are calculated as the greater of $330,000 or 3% of gross revenues, annually.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of the financial condition and results of operations of Bio-En Holdings Corp. (“Bio-En”, the “Company”, “we”, and “our”) for the quarter ended September 30, 2017. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements. The following information should be read in conjunction with the interim financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q (this “Report”).

Overview

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 Holdings Corp.

On September 10, 2014 (the “Closing Date”), Bio-En Holdings Corp. (the “Company” or “BHC”) closed on a Share Exchange/Merger Agreement, dated August 21, 2014, (the “Merger Agreement”) by and among (i) the Company, (ii) Bio-En Corp., a Delaware corporation, (“Bio-En”), and (iii) Serena B. Potash, an officer and director of BHC and the majority shareholder of BHC. Pursuant to the terms of the Merger Agreement, Bio-En was merged with and into BHC, with BHC to continue as the surviving corporation (the “Surviving Corporation”) in the Merger, and BHC succeeding to and assuming all the rights, assets, liabilities, debts, and obligations of Bio-En (the “Merger”). Although Bio-En Corp.’s fiscal year-end, prior to the Merger, was September 30, the Company’s fiscal year-end remains December 31.

In connection with the Merger, BHC entered into a Cancellation Agreement with Ms. Potash (the “Cancellation Agreement”) whereby Ms. Potash, owning an aggregate of 7,894,625 shares of the BHC’s common stock, cancelled 6,024,625 of her BHC shares. 

The Company initially intended to be a world leader by setting the standard for waste to bio-fuel technologies. The Company held, and still holds 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 Facility would combine technologies from the waste management industry and integrate the recycling of waste, control of carbon dioxide and other emissions, with the profitable production of fuel grade Ethanol.

The Company has so far not been successful in obtaining the full funding required to establish the Facility. Consequently, the Company is considering additional or alternative ways of commercializing the Licensed Technologies as well as searching/researching for new investments opportunities, as discussed below. 

While the Company still finds value in the Licensed Technology, and usage, and the possibilities of identifying and securing alternative locations to build a like-Facility in an alternative location, to maintain the Company’s viability, the Company has not been able to raise the necessary funds, thus 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 a 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.

5

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

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

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

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

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

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

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

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

· Other relevant factors.

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

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 Months Ended September 30, 2017		Three Months Ended September 30, 2016
	(Unaudited)		(Unaudited)
Revenues	$	-	$	-
Total operating expenses		42,273		52,278
Net loss	$	42,273	$	52,278

6

For the three months ended September 30, 2017 and 2016

Revenues

We did not generate any revenues during the three months ended September 30, 2017 and 2016.

Operating Expenses

We incurred total operating expenses of $42,273 and $52,278 for the three months ended September 30, 2017 and 2016, respectively. All of these expenses were related to general and administrative expenses.

Net Loss

During the three months ended September 30, 2017 and 2016, we incurred a net loss of $42,273 and $55,001, respectively, a decrease of $12,874. This decrease was due mainly to a decrease in professional fees. 

For the Nine months ended September 30, 2017 and 2016

Revenues

We did not generate any revenues during the Nine months ended September 30, 2017 and 2016.

Operating Expenses

We incurred total operating expenses of $126,593 and $150,125 for the nine months ended September 30, 2017 and 2016, respectively. All of these expenses were related to general and administrative expenses.

Net Loss

During the nine months ended September 30, 2017 and 2016, we incurred a net loss of $126,593 and $150,125, respectively, a decrease of $23,532. This decrease was due mainly to a decrease in professional fees.

Liquidity and Capital Resources 

As at September 30, 2017, the Company has a working capital deficit of $539,182, a net loss of $126,593 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, 2017.

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 generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

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.

7

Share Based Payments

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

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

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

Recent Accounting Pronouncements

During 2014, the Company elected to early adopt Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934) and determined that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weakness in internal control over financial reporting as described below.

Material Weakness in Internal Control over Financial Reporting

As described in Management’s Report On Internal Control Over Financial Reporting in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2016, we determined that we did not maintain effective internal control over the accounting including: (1) lack of an audit committee; (2) lack of form authorization and timely approval with related parties and for significant corporate transactions; (3) lack of segregation of duties; and (4) lack of review and disclosure controls.

Although we have made progress in the remediation of these issues, as indicated below, sufficient time needs to pass before we can conclude that newly implemented controls are operating effectively and that the material weaknesses have been adequately remediated. Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the interim condensed consolidated financial statements and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented.

Remediation of Material Weakness in Internal Control over Financial Reporting

As noted in the Form 10-K for the year ended December 31, 2016, an audit committee has been established. The Company is also actively evaluating its internal control structure to identify the need for additional resources to ensure appropriate segregation of duties. We expect to make additional improvements and enhancements during the remainder of 2017. When fully implemented and operational, we believe the enhanced procedures will remediate the material weaknesses we have identified and generally strengthen our internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Our goal is to remediate this material weakness by the end of fiscal 2017, subject to there being sufficient opportunities to conclude, through testing, that the enhanced control is operating effectively.

(b) Changes in Internal Control over Financial Reporting.

As part of the acquisition of CFS the Company acquired additional accounting personnel. In addition the Company created a director of SEC compliance position to amongst other things oversee the internal control over the financial reporting process. There have been no other changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

8

PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s equity securities during the three months ended September 30, 2017.

Item 3. Defaults upon Senior Securities

There were no defaults upon senior securities during the three months ended September 30, 2017. 

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other information

There is no other information required to be disclosed under this item which was not previously disclosed. 

9

Item 6. Exhibits

Exhibits	Description
31.1*	Certification of the Principal Executive Officer of the Registrant 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 the Principal Financial Officer of the Registrant 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 the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Schema
101.CAL*	XBRL Taxonomy Calculation Linkbase
101.DEF*	XBRL Taxonomy Definition Linkbase
101.LAB*	XBRL Taxonomy Label Linkbase
101.PRE*	XBRL Taxonomy Presentation Linkbase

* Filed herewith.

10

SIGNATURES

Pursuant to the requirements 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.
Date:  November 13, 2017
	By:	/s/ Serena B. Potash
		Serena B. Potash
		President
		(Principal Executive Officer)

Date: November 13, 2017
	By:	/s/ Ossie Weitzman
		Ossie Weitzman
		Chief Financial Officer
		(Principal Financial Officer)

11

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Serena B. Potash, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bio-En Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Serena B. Potash
	Serena B. Potash
	President (Principal Executive Officer)

Dated: November 13, 2017

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Ossie Weitzman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Bio-En Holdings Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

Dated: November 13, 2017

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Bio-En Holdings Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Serena B. Potash, President of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

1. The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Serena B. Potash
	Serena B. Potash
	President (Principal Executive Officer)

Dated: November 13, 2017

EX-32.2

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT of 2002

In connection with the Quarterly Report of Bio-En Holdings Corp. (the “Company”) on Form 10-Q for the period ended September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), Ossie Weitzman, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

1. The Quarterly Report, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

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

Dated: November 13, 2017

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Entity Registrant Name	Bio-En Holdings Corp.
Entity Central Index Key	0001568139
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	BENH
Entity Common Stock, Shares Outstanding		32,350,003

XML

BALANCE SHEETS - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 1,010	$ 1,136
Total current assets	1,010	1,136
Purchased intangible assets, net	211,608	226,088
TOTAL ASSETS	212,618	227,224
Current liabilities:
Accounts payable and accrued liabilities	219,305	194,033
Accounts payable - related party	255,000	187,500
Loans from related party	104,045	84,153
Total current liabilities	578,350	465,686
Non-current liabilities:
Other payable	279,661	279,661
Total liabilities	858,011	745,347
Stockholders' Equity (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; 32,350,003 shares issued and outstanding at September 30, 2017 and December 31, 2016	3,235	3,235
Additional paid-in capital	120,931	120,931
Accumulated deficit	(769,559)	(642,289)
Total Stockholders’ Equity (Deficit)	(645,393)	(518,123)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 212,618	$ 227,224

XML

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Stockholders' equity:
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, authorized shares	50,000,000	50,000,000
Preferred Stock, Shares Issued shares	0	0
Preferred Stock, Shares Outstanding shares	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, authorized shares	250,000,000	250,000,000
Common stock, issued shares	32,350,003	32,350,003
Common stock, outstanding shares	32,350,003	32,350,003

XML

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
General and administrative expenses
Amortization expense	$ 4,792	$ 4,844	$ 14,480	$ 14,532
Directors' compensation	22,500	22,500	67,500	67,500
Filing fees	1,951	2,081	6,893	6,474
Other costs	42	42	126	126
Professional fees:-
- Accounting	6,000	6,000	18,000	18,000
- Auditor's fee	2,500	2,000	7,000	6,000
- Legal fees	1,085	6,000	6,795	27,000
Secretarial expenses	3,820	1,106	5,796	5,520
Total operating expenses	(42,690)	(44,573)	(126,590)	(145,152)
Interest expenses	260	0	680	4,973
Net loss	$ (42,950)	$ (44,573)	$ (127,270)	$ (150,125)
Net loss per common share - basic and diluted
Net loss per share attributable to common stockholders	$ 0	$ 0	$ 0	$ 0
Weighted-average number of common shares outstanding	32,350,003	32,350,003	32,350,003	32,350,003

XML

STATEMENT OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities
Net loss	$ (127,270)	$ (150,125)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization Expense	14,480	14,532
Changes in operating assets and liabilities		(2,000)
Accounts payable and accrued liabilities	25,272	53,567
Accounts payable - related party	67,500	67,500
Net cash used in operating activities	(20,018)	(16,526)
Cash Flows from Investing Activities	0
Cash Flows from Financing Activities
Proceeds from loan with related party	19,892	16,400
Net cash provided by financing activities
Decrease in cash and cash equivalents	(126)	(126)
Cash and cash equivalents at beginning of the period	1,136	1,304
Cash and cash equivalents at end of the period	$ 1,010	$ 1,178

XML

ORGANIZATION

9 Months Ended

Sep. 30, 2017

ORGANIZATION [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

NOTE 1 – ORGANIZATION

Bio-En Holdings Corp (formerly Olivia Inc.) is a Delaware company (the “Company”), incorporated under the laws of the State of Delaware on August 2, 2011. The Company intends to be a world leader of setting the standard for waste to bio-fuel technologies. The Company is planning, designing and executing agreements to build, operate and maintain a bio-mass to energy facility on the Island of Malta.

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

On August 21, 2014, Bio-En Corp merged with, and into Bio-En Holdings Corp (formerly Olivia Inc.), with Bio-En Corp being the surviving entity of the merger and changing its name to Bio-En Holdings Corp. This transaction closed on September 10, 2014 and each issued and outstanding share of common stock of Bio En Corp was converted into one share of common stock in Bio-En Holdings Corp.

The completion of the Share Exchange/Merger Agreement resulted in a change of control. The Share Exchange was accounted for as a reverse merger and recapitalization, with Bio-En Corp regarded as the accounting acquirer, since Bio En Corp Shareholders collectively beneficially owned approximately 89.6% of the Common Stock immediately after the Exchange.

Basis of Presentation

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

Fiscal Year End

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

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2017, and for the periods then ended are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of September 30, 2017, and the results of its operations and its cash flows for the period ended September 30, 2017. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2017. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2016, filed with the SEC, for additional information, including significant accounting policies.

Functional and Reporting Currency

The Company's reporting currency is the U.S. dollar. The Company’s functional currency is the Euro. The functional currency for its energy projects is the Euro because Malta, an EU member state is the primary economic environment in which the Company conducts its operations. Assets and liabilities of the Malta project are translated using the exchange rate on the respective balance sheet dates. Items in the income statement and cash flow statement are translated into U.S. Dollars using the average rates of exchange for the periods involved. The resulting translation adjustments are recorded as a separate component of other comprehensive income/(loss) within stockholders’ equity.

Euro (“EUR”) amounts have been translated into U.S. Dollars at the representative rate of exchange on September 30, 2017 (USD 1 = EUR 0.8485).

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

The preparation of the interim 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.

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, 2017, the Company has a working capital deficit of $645,393 and a loss from operations of $127,270 and an accumulated deficit of $769,559 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, 2017.

 

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.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential of business failure.

Business Segments

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

Cash and cash equivalents

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

Property, Plant and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using shorter of useful live of the property or the unit of depletion method.

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.

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.

Research and Development

Internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed.

Royalty Expense

Royalties are calculated as the greater of 3% of gross revenues or $330,000. Royalties are payable within 30 days after the end of each calendar quarter. The first minimum royalty payment of $330,000 (including of VAT) is due 30 days after the first anniversary following the Company receiving initial project development funding, client contract or initiation of engineering and shall be due annually thereafter. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of sales.

Share Based Payments

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

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

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

Earnings per share

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

Common stock equivalents totaling, 30,000 on September 30, 2017 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 second quarter of 2017 and to do so would be anti-dilutive.

Income taxes

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

Fair Value of Financial Instruments

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

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

- Level 1:	Quoted prices in active markets for identical instruments;
- Level 2:	Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3:	Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

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.

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PURCHASED INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2017

PURCHASED INTANGIBLE ASSETS, NET [Abstract]

Intangible Assets Disclosure [Text Block]

NOTE 3 – PURCHASED INTANGIBLE ASSETS, NET

The following table summarizes purchased intangible assets as of September 30, 2017. Intangible assets include costs of the initial license to use patented technologies in Malta, related to the conversion of cellulose materials into energy producing Ethanol.

	September 30, 2017
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Useful Life (in Years)
	$		$		$
Finite lived intangible assets
License rights		279,916		(68,308)		211,608		14.4
Total identifiable intangible assets		279,916		(68,308)		211,608

On March 23, 2014, the Company entered into an Exclusive License Agreement in Malta for the acquisition of the rights to patents for the conversion of cellulose material into energy producing Ethanol. The purchase price includes; a partial initial payment of 10% of the common stock of the Company and $330,000 (including 18% VAT) payable in cash.

 

Amortization expense related to the purchased intangible assets was $14,480 during Nine months ended September 30, 2017.

 

The estimated future amortization expense of purchased intangible assets as of September 30, 2017, is as follows:

	Estimated Amortization Expense
	$
Remaining three months of 2017		4,896
2018		19,376
2019		19,376
2020		19,376
2021		19,376
Thereafter		129,208
Total		211,608

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ACCOUNT PAYABLE - RELATED PARTY

9 Months Ended

Sep. 30, 2017

Accounts Payable Related Party [Abstract]

Accounts Payable Related Party [Text Block]

NOTE 4 – ACCOUNT PAYABLE - RELATED PARTY

	September 30,		December 30,
	2017		2016
	(Unaudited)
	$		$
Account payable – related party		255,000		187,500

The above loan is unsecured, bears no interest and has no set terms of repayment. This loan is repayable on demand.

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LOAN FROM RELATED PARTY

9 Months Ended

Sep. 30, 2017

Loan From Related Party [Abstract]

Loan From Related Party [Text Block]

NOTE 5 – LOAN FROM RELATED PARTY

	September 30,		December 31,
	2017		2016
	(Unaudited)
	$		$
Loan from related party		104,045		84,153

The above loan is unsecured, bears 1% interest accrued to the loan and has no set terms of repayment. This loan is repayable on demand.

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STOCKHOLDERS’ DEFICIT

9 Months Ended

Sep. 30, 2017

STOCKHOLDERS' EQUITY [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6 – STOCKHOLDERS’ DEFICIT

Merger

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

In connection with the Share Exchange / Merger Agreement and our Chief Executive Officer and Director, Ms. Potash, the Agreement provided for; the cancellation by Ms. Potash of 6,024,625 shares of the Company’s common stock representing 84% of the then outstanding common stock (all of which shares have been cancelled by the Company and are now included in the Company’s pool of authorized but unissued shares.).

In conjunction with the 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 Bio-En Holdings Corp common stock.

Common Stock

For the period from January 6, 2014 to March 31, 2014, the Company issued 4,409,196 shares of common stock at $0.0001 per share for $441, for professional services.

On March 23, 2014 the Company issued 2,548,853 shares of common stock at $0.0001 per share for $255, as consideration to purchase license rights to develop and use patented intellectual property as described in note 3.

For the period between January 6, 2014 and June 30, 2014 the Company issued 23,041,951 shares of common stock to related parties at $0.0001 per share for $2,304 to related parties for services.

Additional Paid-in Capital

During 2014, an officer of the Company paid operating expenses on behalf of the Company totaling $133,454, which was treated as contributed capital.

Cancellation of Shares

On August 21, 2014, the Company entered into a Share Exchange and Merger Agreement with Bio-En Holdings Corp, a Delaware Corporation. Pursuant to the agreement the principal shareholder of Bio-En Holdings Corp owning an aggregate of 7,894,625 shares of Bio-En Holding Corp common stock, agreed to cancel 6,024,601 of their shares. All cancelled shares of common stock were returned to the Company’s pool of authorized but unissued shares.

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INCOME TAXES

9 Months Ended

Sep. 30, 2017

INCOME TAXES [Abstract]

Income Tax Disclosure [Text Block]

NOTE 7 – INCOME TAXES

The (benefit)/provision for income taxes for the periods ended September 30, 2017 and December 31, 2016 differ from the amount which would be expected as a result of applying the statutory tax rates to the losses before income taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax assets.

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

	September 30,			December 31,
	2017			2016
	(Unaudited)
	$			$
Deferred tax assets:
Pre-tax loss as reported		(769,559)			(642,289)
U.S. statutory tax rate		34	%		34	%
Expected tax expense (benefit)		261,650			218,378
Total deferred tax assets		261,650			218,378
Less: Valuation allowance		(261,650)			(218,378)
Net deferred tax assets		-			-

The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. As of September 30, 2017, the Company had approximately $726,609 in tax loss carryforwards that can be utilized future periods to reduce taxable income, and expire by the year 2037.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2017

RELATED PARTY TRANSACTIONS [Abstract]

Related Party Transactions Disclosure [Text Block]

NOTE 8 – RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions.

A related party transaction is considered to be a transfer of resources or obligations between related parties, regardless of whether or not a price is charged.

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

The following entities have been identified as related parties:

Ms. Serena Potash	- President/Director
Mr. Bruce Minsky	- Secretary
Mr. Peter Hurrell	- Vice President and greater than 10% stockholder
Mr. Geoffrey McLaren	- Director and greater than 10% stockholder
Mr. Joseph Micalle	- Director and greater than 10% stockholder
Mr. Mayer Feiler	-Greater than 10% stockholder
Applied Bio-Fuels Limited	-Greater than 10% stockholder
GeneSyst International Inc.	- Common ownership

	September 30,		December 31,
	2017		2016
	(Unaudited) $		$
The following transactions were carried out with related parties:
Balance sheets:
Loan from related party		104,045		84,153
From time to time, the president of the Company provides advances to the Company for its working capital purposes. These advances bear 1% interest accrued to the loan and are due on demand.
Accounts payable - related party		255,000		187,500
On December 1, 2014, the Company entered into a director service agreement with Serena B. Potash, Chairman of the Board/Director, Geoffrey McLaren, Director and Joseph Micalle, Director. 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 taking quarterly fee in cash, the Corporation may, at the election of the Directors, pay the Directors in shares of the common stock. The conversion price of each issuance is calculated by the average of the closing prices per share of the Corporations’ common stock on the five consecutive trading days ending on the trading day immediately preceding end of the calendar quarter discounted by 30%.
Income Statement:
Compensation expense		67,500		90,000
Directors' compensation expense consists of monthly salary of $2,500 per director.

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COMMITMENTS

9 Months Ended

Sep. 30, 2017

COMMITMENTS [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 9 – COMMITMENTS

Independent Contractor Consulting Agreement

The Company entered into a Consulting Agreement on March 23, 2014 with GeneSyst International Inc., to provide Technical Support Services in the field of gravity pressure vessel application and related matters.

The Company agreed to retain GeneSyst International Inc. to work as its independent contractor for a minimum annual retainer fee of $150,000. Consulting services commence upon the successful raising of $10,000,000 and commencement of construction of a bio-mass to energy facility on the Island of Malta.

Payment of 3% royalties on gross revenues

An initial payment of $330,000 (including of VAT) is due 30 days after the first anniversary following the Company receiving initial project development funding, customer contract or initiation of engineering and shall be due annually thereafter. Royalties are calculated as the greater of $330,000 or 3% of gross revenues, annually.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events [Text Block]

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no additional material subsequent events to report.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of the interim 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.

Liquidity Policy [Policy Text Block]

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, 2017, the Company has a working capital deficit of $645,393 and a loss from operations of $127,270 and an accumulated deficit of $769,559 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, 2017.

 

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.

Risks And Uncertainties [Policy Text Block]

Risks and Uncertainties

The Company intends to operate in an industry that is 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.

Segment Reporting, Policy [Policy Text Block]

Business Segments

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

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and cash equivalents

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

Property, Plant and Equipment, Policy [Policy Text Block]

Property, Plant and Equipment, Net

Property and equipment are stated at cost, less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using shorter of useful live of the property or the unit of depletion method.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

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.

Accounts Payable And Accrued Liabilities [Policy Text Block]

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.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed.

Revenue Recognition, Services, Royalty Fees [Policy Text Block]

Royalty Expense

Royalties are calculated as the greater of 3% of gross revenues or $330,000. Royalties are payable within 30 days after the end of each calendar quarter. The first minimum royalty payment of $330,000 (including of VAT) is due 30 days after the first anniversary following the Company receiving initial project development funding, client contract or initiation of engineering and shall be due annually thereafter. Royalties are expensed in the statements of operation in the period that the related revenues are recognized, in cost of sales.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Share Based Payments

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

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

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

Earnings Per Share, Policy [Policy Text Block]

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, 2017 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 second quarter of 2017 and to do so would be anti-dilutive.

Income Tax, Policy [Policy Text Block]

Income taxes

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

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

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

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

- Level 1:	Quoted prices in active markets for identical instruments;
- Level 2:	Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3:	Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

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.

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PURCHASED INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2017

PURCHASED INTANGIBLE ASSETS, NET [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Intangible assets include costs of the initial license to use patented technologies in Malta, related to the conversion of cellulose materials into energy producing Ethanol.

	September 30, 2017
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Useful Life (in Years)
	$		$		$
Finite lived intangible assets
License rights		279,916		(68,308)		211,608		14.4
Total identifiable intangible assets		279,916		(68,308)		211,608

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The estimated future amortization expense of purchased intangible assets as of September 30, 2017, is as follows:

	Estimated Amortization Expense
	$
Remaining three months of 2017		4,896
2018		19,376
2019		19,376
2020		19,376
2021		19,376
Thereafter		129,208
Total		211,608

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ACCOUNT PAYABLE - RELATED PARTY (Tables)

9 Months Ended

Sep. 30, 2017

Accounts Payable Related Party [Abstract]

Schedule Of Accounts Payable Related Party [Table Text Block]

	September 30,		December 30,
	2017		2016
	(Unaudited)
	$		$
Account payable – related party		255,000		187,500

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LOAN FROM RELATED PARTY (Tables)

9 Months Ended

Sep. 30, 2017

Loan From Related Party [Abstract]

Schedule Of Loans From Related Parties [Table Text Block]

	September 30,		December 31,
	2017		2016
	(Unaudited)
	$		$
Loan from related party		104,045		84,153

XML

INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2017

INCOME TAXES [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

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

	September 30,			December 31,
	2017			2016
	(Unaudited)
	$			$
Deferred tax assets:
Pre-tax loss as reported		(769,559)			(642,289)
U.S. statutory tax rate		34	%		34	%
Expected tax expense (benefit)		261,650			218,378
Total deferred tax assets		261,650			218,378
Less: Valuation allowance		(261,650)			(218,378)
Net deferred tax assets		-			-

XML

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2017

RELATED PARTY TRANSACTIONS [Abstract]

Schedule of Related Party Transactions [Table Text Block]

	September 30,		December 31,
	2017		2016
	(Unaudited) $		$
The following transactions were carried out with related parties:
Balance sheets:
Loan from related party		104,045		84,153
From time to time, the president of the Company provides advances to the Company for its working capital purposes. These advances bear 1% interest accrued to the loan and are due on demand.
Accounts payable - related party		255,000		187,500
On December 1, 2014, the Company entered into a director service agreement with Serena B. Potash, Chairman of the Board/Director, Geoffrey McLaren, Director and Joseph Micalle, Director. 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 taking quarterly fee in cash, the Corporation may, at the election of the Directors, pay the Directors in shares of the common stock. The conversion price of each issuance is calculated by the average of the closing prices per share of the Corporations’ common stock on the five consecutive trading days ending on the trading day immediately preceding end of the calendar quarter discounted by 30%.
Income Statement:
Compensation expense		67,500		90,000
Directors' compensation expense consists of monthly salary of $2,500 per director.

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ORGANIZATION (Details Textual)	9 Months Ended
	Sep. 30, 2017
Ownership percentage after Exchange	89.60%
Exchange rate	0.8485

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Working capital deficit	$ (645,393)
Loss from operations	(127,270)
Accumulated deficit	(769,559)	$ (642,289)
FDIC insured amount	$ 250,000
Royalty payment, percentage of gross annual revenue	3.00%
Annual royalty payment	$ 330,000
Initial payment	$ 330,000
Common stock elements excluded from earnings per share	30,000

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PURCHASED INTANGIBLE ASSETS, NET (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 279,916
Accumulated Amortization	(68,308)
Net Carrying Amount	211,608
License rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	279,916
Accumulated Amortization	(68,308)
Net Carrying Amount	$ 211,608
Weighted Average Useful Life (in Years)	14 years 4 months 24 days

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PURCHASED INTANGIBLE ASSETS, NET (Details 1)	Sep. 30, 2017 USD ($)
Remaining three months of 2017	$ 4,896
2018	19,376
2019	19,376
2020	19,376
2021	19,376
Thereafter	129,208
Total	$ 211,608

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PURCHASED INTANGIBLE ASSETS, NET (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2017	Mar. 23, 2014
Purchased intangible assets, percent of common stock issued		10.00%
Payable for purchased intangible assets		$ 330,000
VAT		18.00%
Amortization expense	$ 14,480

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ACCOUNT PAYABLE - RELATED PARTY (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Account payable - related party	$ 255,000	$ 187,500

XML

LOAN FROM RELATED PARTY (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Loan from related party	$ 104,045	$ 84,153

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LOAN FROM RELATED PARTY (Details Textual)	Sep. 30, 2017
Unsecured Debt, Percentage Bearing Interest, Percentage Rate	1.00%

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STOCKHOLDERS’ DEFICIT (Details Textual) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended	12 Months Ended
	Aug. 21, 2014	Mar. 23, 2014	Mar. 31, 2014	Jun. 30, 2014	Dec. 31, 2014	Sep. 30, 2017	Dec. 31, 2016
Percentage of outstanding shares to be cancelled	84.00%
Issuance of share for Merger Agreement	28,980,000
Stock issued as consideration for license rights, shares		2,548,853
Stock issued as consideration for license rights		$ 255
Common stock, par value		$ 0.0001				$ 0.0001	$ 0.0001
Contributed capital - payment of expenses by officer					$ 133,454
Number of shares owned	7,894,625
Number of shares cancelled	6,024,601
Professional Services [Member]
Stock issued for professional services, shares			4,409,196
Stock issued for professional services			$ 441
Common stock, par value			$ 0.0001
Chief Executive Officer [Member]
Number of shares cancelled	6,024,625
Related Party [Member]
Stock issued for professional services, shares				23,041,951
Stock issued for professional services				$ 2,304
Common stock, par value				$ 0.0001

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INCOME TAXES (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Deferred tax assets:
Pre-tax loss as reported	$ (769,559)	$ (642,289)
U.S. statutory tax rate	34.00%	34.00%
Expected tax expense (benefit)	$ 261,650	$ 218,378
Total deferred tax assets	261,650	218,378
Less: Valuation allowance	(261,650)	(218,378)
Net deferred tax assets	$ 0	$ 0

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INCOME TAXES (Details Textual)	9 Months Ended
	Sep. 30, 2017 USD ($)
Tax loss carryforwards	$ 726,609
Tax loss carryforwards expiration year	2037

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Balance sheets:
Loan from related party	$ 104,045	$ 84,153
Accounts payable - related party	255,000	187,500
Income Statement:
Compensation expense - Directors	$ 67,500	$ 90,000

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RELATED PARTY TRANSACTIONS (Parenthetical) (Details)	9 Months Ended
	Sep. 30, 2017 USD ($)
Unsecured Debt, Percentage Bearing Interest, Percentage Rate	1.00%
Serena B. Potash, Chairman of the Board/Director [Member]
Director service agreement, annual payment amount	$ 30,000
Discount on shares	30.00%
Monthly salary	$ 2,500
Geoffrey McLaren, Director [Member]
Director service agreement, annual payment amount	$ 30,000
Discount on shares	30.00%
Monthly salary	$ 2,500
Joseph Micalle, Director [Member]
Director service agreement, annual payment amount	$ 30,000
Discount on shares	30.00%
Monthly salary	$ 2,500

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COMMITMENTS (Details Textual)	9 Months Ended
	Sep. 30, 2017 USD ($)
Minimum annual retainer fee	$ 150,000
Consulting services, commencement earnings threshold	10,000,000
Initial payment	330,000
Annual royalty payment	$ 330,000
Royalty payment, percentage of gross annual revenue	3.00%