UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2019
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
COMMISSION FILE
NO. 000-54936
ZENOSENSE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
6770
(Primary
Standard Industrial Classification Code Number)
26-3257291
(IRS
Employer Identification No.)
400
Blake St., Apt 3401,
New Haven, Connecticut 06515
646-768-8417
(Address
and telephone number of registrant’s executive office)
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock
Indicate
by check mark whether the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒
Indicate
by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for shorter
period that the registrant as required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
Filer |
☒ |
Smaller
reporting company |
☒ |
| |
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 checkmark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
The
aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant, as of June 30, 2019, the
last business day of the registrant’s most recently completed
second fiscal quarter, was approximately $1,966,213 based on a
closing price of $0.088 as of such date. Solely for purposes of
this disclosure, shares of common stock held by executive officers,
directors, and beneficial holders of 10% or more of the outstanding
common stock of the registrant as of such date have been excluded
because such persons may be deemed to be affiliates.
As
of March 14, 2022, the Registrant had 31,932,843 shares of
common stock issued and outstanding.
ZENOSENSE, INC.
FORM 10-K
ANNUAL REPORT
For the Fiscal Years Ended December 31, 2019 and December 31,
2018
TABLE OF CONTENTS
PART I
ITEM 1. DESCRIPTION OF BUSINESS
As used in this annual report, the terms “we”, “us”, “our”, “the
Company”, mean Zenosense, Inc. unless otherwise indicated.
Cautionary Note Regarding Forward-Looking Statements
This annual report contains forward-looking statements. These
statements relate to future events or our future financial
performance. These statements often can be identified by the use of
terms such as “may,” “will,” “expect,” “believe,” “anticipate,”
“estimate,” “approximate” or “continue,” or the negative thereof.
We intend that such forward-looking statements be subject to the
safe harbors for such statements. We wish to caution readers not to
place undue reliance on any such forward-looking statements, which
speak only as of the date made. Any forward-looking statements
represent management’s best judgment as to what may occur in the
future. However, forward-looking statements are subject to risks,
uncertainties, and important factors beyond our control that could
cause actual results and events to differ materially from
historical results of operations and events and those presently
anticipated or projected. We disclaim any obligation subsequently
to revise any forward-looking statements to reflect events or
circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
The results anticipated by any or all of these forward-looking
statements might not occur. Important factors, uncertainties, and
risks that may cause actual results to differ materially from these
forward-looking statements include those described in Item 1A. –
Risk Factors. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as the result of new
information, future events, or otherwise.
Description of Business
Zenosense, Inc. (the “Company”) was incorporated under the laws of
the State of Nevada on August 11, 2008.
Effective December 4, 2013, the Company entered into a development
and exclusive license agreement (“License Agreement”) whereby the
Company will provide a third party with capital for the development
of sensory technology for a methicillin resistant Staphylococcus
aureus / Staphylococcus aureus (“MRSA/SA”) detection device and a
cancer detective device and other improvements and variations to
the products (the “Sgenia Products”) to be used in the hospital and
health care environments, in exchange for a worldwide, exclusive
license to manufacture, market and sell the resulting products,
subject to certain limitations and a royalty arrangement on a
revenue sharing basis. The License Agreement was modified in April
2015 and July 2015 to extend to additional cancer sensory products
and to modify and extend the development schedule and change the
research funding budget to accommodate the lung cancer product as
well as MRSA/SA product.
On June 20, 2016, the Company entered into a joint venture
arrangement by way of a Subscription and Shareholders’ Agreement
(“MML SSA”) with a third party medical detection device developer
(“Partner”) utilizing a joint venture vehicle, MIDS Medical Ltd
(“MML”), a UK Limited company of which the Company owns a 40%
interest awarded on July 1, 2016, in exchange for its participation
and funding to support MML during a Phase 1 and prospectively
during a Phase 2 development of the Partner’s MIDS universal
immunoassay detection technology platform (“MIDS”). MML will have
the right, under license, to use the MIDS Intellectual Property
(“MIDS IP”) during the development and the MIDS IP will be
transferred to MML in the event MML concludes a commercial deal for
MIDS with a third party.
Following an extensive revision to the MIDS core Hall effect sensor
electronics during the first half of 2018, MML reported, in June,
2018, that testing had confirmed and had materially improved upon
the testing results announced in late 2017, with a near doubling of
sensitivity of detection. MML informed the Company that
two brands of commercially available paramagnetic assay beads
were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270
Dynabeads® (2.8 μm), both of which are thought suitable for a HS
troponin assay and have similar paramagnetic characteristics. MML
also stated that the MIDS level of detail of both these brands was
seen on a reliable, repeatable basis at around 50,000 beads, with
good signal linearity (required for accurate assay quantitation) at
higher numbers. This number of beads detected at the level of
detail is, according to MML, well within the range advised by
MML’s assay consultants as suitable for a HS troponin assay.
On August 31, 2018, the Company and MML entered into an agreement
with an investor for the funding of MML of up to US$1,200,000 in
exchange for up to 10.31% equity ownership in MML. The Company’s
ownership of MML may be diluted based on the amount of the investor
funds.
The Company has been dormant since November, 2018.
On December 9, 2021, the Eighth Judicial District Court in Clark
County, Nevada Case No: A-21-843440-B appointed Custodian Ventures,
managed by David Lazar as the Company’s custodian.
David Lazar, 31, has been CEO and Chairman of the Company since
December 9, 2021. David Lazar is a private investor. Mr. Lazar has
been a partner at Zenith Partners International since 2013, where
he specializes in research and development, sales, and marketing.
From 2014 through 2015, David was the Chief Executive Officer of
Dico, Inc., which was then sold to Peekay Boutiques. Since February
of 2018, Mr. Lazar has been the managing member of Custodian
Ventures LLC, where he specializes in assisting distressed public
companies. Since March 2018, David has acted as the managing member
of Activist Investing LLC, which specializes in active investing in
distressed public companies. David has a diverse knowledge of
financial, legal, and operations management; public company
management, accounting, audit preparation, due diligence reviews,
and SEC regulations.
Competition and Market Conditions
We will face substantial competition in our efforts to identify and
pursue a business venture. The primary source of competition is
expected to be from other companies organized and funded for
similar purposes, including small venture capital firms, blank
check companies, and wealthy investors, many of which may have
substantially greater financial and other resources than we do. In
light of our limited financial and human resources, we are at a
competitive disadvantage compared to many of our competitors in our
efforts to obtain an operating business or assets necessary to
commence our operations in a new field. Additionally, with the
economic downturn caused by the coronavirus pandemic, many venture
capital firms and similar firms and individuals have been seeking
to acquire businesses at discounted rates, and we therefore
currently face additional competition and resultant difficulty
obtaining a business. We expect these conditions to persist at
least until the economy recovers. Further, even if we are
successful in obtaining a business or assets for new operations, we
expect there to be enhanced barriers to entry in the marketplace in
which we decide to operate as a result of reduced demand and/or
increased raw material costs caused by the pandemic and other
economic forces that are beyond our control.
Regulation
As of the date of this Report, we are required to file reports with
the Securities and Exchange Commission (the “SEC”) by Section 13 of
the Securities Exchange Act of 1934 (the “Exchange Act”).
Depending on the direction management decides to take and a
business or businesses we may acquire in the future, we may become
subject to other laws or regulations that require us to make
material expenditures on compliance including the increasing
state-level regulation of privacy. Any such requirements could
require us to divert significant human and capital resources on
compliance, which could have an adverse effect on our future
operating results.
Employees
As of the date of this Report, we do not have employees. However,
an entity controlled by our Chief Executive Officer provides
part-time consulting services to us without compensation.
ITEM 1A. RISK FACTORS
Risks Relating to Our Business and Financial Condition
We currently have no operations, and investors therefore have no
basis on which to evaluate the Company’s future prospects.
We currently have no operations and will be reliant upon a merger
with or acquisition of an operating business to commence operations
and generate revenue. Because we have no operations and have not
generated revenues, investors have no basis upon which to evaluate
our ability to achieve our business objective of locating and
completing a business combination with a target business. We have
no current arrangements or understandings with any prospective
target business concerning a business combination and may be unable
to complete a business combination in a reasonable timeframe, on
reasonable terms, or at all. If we fail to complete a business
combination as planned, we will never generate any operating
revenues.
We may face difficulties or delays in our search for a business
combination, and we may not have access to sufficient capital to
consummate a business combination.
We may face difficulty identifying a viable business opportunity or
negotiating or paying for any resulting business combination.
Economic factors that are beyond our control, including the
COVID-19 pandemic and consequent economic downturn, as well as
increased competition for acquisitions of operating entities that
we expect to encounter as a result thereof, may hinder our efforts
to locate and/or obtain a business that is suitable for our
business goals at a price we can afford and on terms that will
enable us to sufficiently grow our business to generate value to
our shareholders. We have limited capital, and we may not be able
to take advantage of any available business opportunities on
favorable terms or at all due to the limited availability of
capital. There can be no assurance that we will have sufficient
capital to provide us with the necessary funds to successfully
develop and implement our plan of operation or acquire a business
we deem to be appropriate or necessary to accomplish our
objectives, in which case we may be forced to terminate our
business plan and your investment in the Company could become
worthless.
If we are not successful in acquiring a new business and
generating material revenues, investors will likely lose their
investment.
If we are not successful in developing a viable business plan and
acquiring a new business through which to implement it, our
investors’ entire investment in the Company could become worthless.
Even if we are successful in combining with or acquiring the assets
of an operating entity, we can provide no assurances that the
Company will be able to generate significant revenue therefrom in
the short-term or at all or that investors will derive a profit
from their investment. If we are not successful, our investors will
likely lose their entire investment.
If we cannot manage our growth effectively, we may not become
profitable.
Businesses, including development-stage companies such as ours
and/or any operating business or businesses we may acquire, often
grow rapidly, and tend to have difficulty managing their growth. If
we can acquire an operating business, we will likely need to expand
our management team and other key personnel by recruiting and
employing experienced executives and key employees and/or
consultants capable of providing the necessary support.
We cannot assure you that our management will be able to manage our
growth effectively or successfully. Our failure to meet these
challenges could cause us to lose money, and your investment could
be lost.
Because we have limited capital, we may need to raise additional
capital in the future by issuing debt or equity securities, the
terms of which may dilute our current investors and/or reduce or
limit their liquidation or other rights.
We may require additional capital to acquire a business. We may not
be able to obtain additional capital when required. Future business
development activities, as well as administrative expenses such as
salaries, insurance, general overhead, legal and compliance
expenses, and accounting expenses, will require a substantial
amount of additional capital. The terms of securities we issue in
future capital raising transactions may be more favorable to new
investors and may include liquidation preferences, superior voting
rights, or the issuance of other derivative securities, which could
have a further dilutive effect on or subordinate the rights of our
current investors. Any additional capital raised through the sale
of equity securities will likely dilute the ownership percentage of
our shareholders. Additionally, any debt securities we issue would
likely create a liquidation preference superior to that of our
current investors and, if convertible into shares of Common Stock,
would also pose the risk of dilution.
We may be unable to obtain the necessary financing if and when
required.
Our ability to obtain financing, if and when necessary, may be
impaired by such factors as the capital markets (both in general
and in the particular industry or industries in which we may choose
to operate), our limited operating history, and current lack of
operations, the national and global economies, and the condition of
the market for microcap securities. Further, economic downturns
such as the current global depression caused by the COVID-19
pandemic may increase our requirements for capital, particularly if
such economic downturn persists for an extended period of time or
after we have acquired an operating entity, and may limit or hinder
our ability to obtain the funding we require. If the amount of
capital we can raise from financing activities, together with any
revenues we may generate from future operations, is not sufficient
to satisfy our capital needs, we may be required to discontinue our
development or implementation of a business plan, cancel our search
for business opportunities, cease our operations, divest our assets
at unattractive prices or obtain financing on unattractive terms.
If any of the foregoing should happen, our shareholders could lose
some or all of their investment.
Because we are still developing our business plan, we do not
have any agreement for a business combination.
We have no current arrangement, agreement, or understanding with
respect to engaging in a business combination with any specific
entity. We may not be successful in identifying and evaluating a
suitable acquisition candidate or in consummating a business
combination. We are neutral as to what industry or segment for any
target company. We have not established specific metrics and
criteria we will look for in a target company, and if and when we
do we may face difficulty reaching a mutual agreement with any such
entity, including in light of market trends and forces beyond our
control. Given our early-stage status, there is considerable
uncertainty and therefore inherent risk to investors that we will
not succeed in developing and implementing a viable business
plan.
The COVID-19 pandemic could materially adversely affect our
financial condition, future plans, and results of
operations.
This COVID-19 pandemic has had a significant adverse effect on the
economy in the United States and on most businesses. The Company is
not able to predict the ultimate impact that COVID -19 will have on
its business; however, if the pandemic and government action in
response thereto impose limitations on our operations or result in
a prolonged economic recession or depression, the Company’s
development and implementation of its business plan and our ability
to commence and grow our operations, as well as our ability to
generate material revenue therefrom, will be hindered, which would
have a material negative impact on the Company’s financial
condition and results of operations.
Because we are dependent upon David Lazar, our Chief Executive
Officer, and sole director to manage and oversee our Company, the
loss of him could adversely affect our plan and results of
operations.
We currently have a sole director and officer, David Lazar, who
manages the Company and is presently evaluating a viable plan for
our future operations. We will rely solely on his judgment in
connection with selecting a target company and the terms and
structure of any resulting business combination. The loss of our
Chief Executive Officer could delay or prevent the achievement of
our business objectives, which could have a material adverse effect
upon our results of operations and financial position. Further,
because Mr. Lazar serves as Chief Executive Officer and sole
director and also holds a controlling interest in the Company’s
Common Stock, our other shareholders will have limited ability to
influence the Company’s direction or management.
In addition, although not likely, the officers and directors of an
acquisition candidate may resign upon completion of a combination
with their business. The departure of a target’s key personnel
could negatively impact the operations and prospects of our
post-combination business. The role of a target’s key personnel
upon the completion of the transaction cannot be ascertained at
this time. Although we contemplate that certain or all members of a
target’s management team may remain associated with the target
following a change of control thereof, there can be no assurance
that all of such target’s management team will decide to remain in
place. The loss of key personnel, either before or after a business
combination and including management of either us or a combined
entity could negatively impact the operations and profitability of
our business.
Risks Related to a Potential Business Acquisition
We may encounter difficulty locating and consummating a business
combination, including as a result of the competitive disadvantages
we have.
We expect to face intense competition in our search for a
revenue-producing business to combine with or acquire. Given the
current economic climate, venture capital firms, larger companies,
blank check companies such as special purpose acquisition
companies, and other investors are purchasing operating entities or
the assets thereof in high volumes and at relatively discounted
prices. These parties may have greater capital or human resources
than we do and/or more experience in a particular industry within
which we choose to search. Most of these competitors have a certain
amount of liquid cash available to take advantage of favorable
market conditions for prospective business purchasers such as those
caused by the recent pandemic. Any delay or inability to locate,
negotiate and enter into a business combination as a result of the
relative illiquidity of our current asset or other disadvantages we
have relative to our competitors could cause us to lose valuable
business opportunities to our competitors, which would have a
material adverse effect on our business.
We may expend significant time and capital on a prospective
business combination that is not ultimately consummated.
The investigation of each specific target business and any
subsequent negotiation and drafting of related agreements, SEC
disclosure, and other documents will require substantial amounts of
management’s time and attention and material additional costs in
connection with outsourced services from accountants, attorneys,
and other professionals. We will likely expend significant time and
resources searching for, conducting due diligence on, and
negotiating transaction terms in connection with a proposed
business combination that may not ultimately come to fruition. In
such an event, all of the time and capital resources expended by
the Company in such a pursuit may be lost and unrecoverable by the
Company or its shareholders. Unanticipated issues which may be
beyond our control or that of the seller of the applicable business
may arise that force us to terminate discussions with a target
company, such as the target’s failure or inability to provide
adequate documentation to assist in our investigation, a party’s
failure to obtain required waivers or consents to consummate the
transaction as required by the inability to obtain the required
audits, applicable laws, charter documents and agreements, the
appearance of a competitive bid from another prospective purchaser,
or the seller’s inability to maintain its operations for a
sufficient time to allow the transaction to close. Such risks are
inherent in any search for a new business and investors should be
aware of them before investing in an enterprise such as ours.
Conflicts of interest may arise between us and our shareholders,
directors, or management, which may have a negative impact on our
ability to consummate a business combination or favorable terms or
generate revenue.
Our Chief Executive Officer, Mr. Lazar, is not required to commit
his full time to our affairs, which may result in a conflict of
interest in allocating his time between managing the Company and
other businesses in which he is or may be involved. We do not
intend to have any employees prior to the consummation of a
business combination. Mr. Lazar is not obligated to contribute any
specific number of hours to our affairs, and he may engage in other
business endeavors while he provides consulting services to the
Company. If any of his other business affairs require him to devote
substantial amounts of time to such matters, it could materially
limit his ability to devote his time and attention to our business
which could have a negative impact on our ability to consummate a
business combination or generate revenue.
It is possible that we obtain an operating company in which a
director or officer of the Company has an ownership interest in or
that he or she is an officer, director, or employee of. If we do
obtain any business affiliated with an officer or director, such
business combination may be on terms other than what would be
arrived at in an arms-length transaction. If any conflict of
interest arises, it could adversely affect a business combination
or subsequent operations of the Company, in which case our
shareholders may see diminished value relative to what would have
been available through a transaction with an independent third
party.
We may engage in a business combination that causes tax
consequences to us and our shareholders.
Federal and state tax consequences will, in all likelihood, be a
significant factor in considering any business combination that we
may undertake. Under current federal law, such transactions may be
subject to significant taxation to the buyer and its shareholders
under applicable federal and state tax laws. While we intend to
structure any business combination so as to minimize the federal
and state tax consequences to the extent practicable in accordance
with our business objectives, there can be no assurance that any
business combination we undertake will meet the statutory or
regulatory requirements of a tax-free reorganization or similar
favorable treatment or that the parties to such a transaction will
obtain the tax treatment intended or expected upon a transfer of
equity interests or assets. A non-qualifying reorganization,
combination, or similar transaction could result in the imposition
of significant taxation, both at the federal and state levels,
which may have an adverse effect on both parties to the
transaction, including our shareholders.
It is unlikely that our shareholders will be afforded any
opportunity to evaluate or approve a business combination.
It is unlikely that our shareholders will be afforded the
opportunity to evaluate and approve a proposed business
combination. In most cases, business combinations do not require
shareholder approval under applicable law, and our Articles of
Incorporation and Bylaws do not afford our shareholders with the
right to approve such a transaction. Further, Mr. Lazar, our Chief
Executive Officer, and sole director owns the vast majority of our
outstanding Common Stock. Accordingly, our shareholders will be
relying almost exclusively on the judgment of our board of
directors (“Board”) and Chief Executive Officer and any persons on
whom they may rely with respect to a potential business
combination. In order to develop and implement our business plan,
may in the future hire lawyers, accountants, technical experts,
appraisers, or other consultants to assist with determining the
Company’s direction and consummating any transactions contemplated
thereby. We may rely on such persons in making difficult decisions
in connection with the Company’s future business and prospects. The
selection of any such persons will be made by our Board, and any
expenses incurred or decisions made based on any of the foregoing
could prove to be adverse to the Company in hindsight, the result
of which could be diminished value to our shareholders.
Because our search for a business combination is not presently
limited to a particular industry, sector, or any specific target
businesses, prospective investors will be unable to evaluate the
merits or risks of any particular target business’s operations
until such time as they are identified and disclosed.
We are still determining the Company’s business plan, and we may
seek to complete a business combination with an operating entity in
any number of industries or sectors. Because we have not yet
entered into any letter of intent or agreement to acquire a
particular business, prospective investors currently have no basis
to evaluate the possible merits or risks of any particular target
business’s operations, results of operations, cash flows,
liquidity, financial condition, prospects or other metrics or
qualities they deem appropriate in considering to invest in the
Company. Further, if we complete a business combination, we may be
affected by numerous risks inherent in the operations of the
business we acquire. For example, if we acquire a financially
unstable business or an entity lacking an established operating
history, we may be affected by the risks inherent in the business
and operations of a new business or a development stage entity.
Although our management intends to evaluate and weigh the merits
and risks inherent in a particular target business and make a
decision based on the Company and its shareholders’ interests,
there can be no assurance that we will properly ascertain or assess
all the significant risks inherent in a target business, that we
will have adequate time to complete due diligence or that we will
ultimately acquire a viable business and generate material revenue
therefrom. Furthermore, some of these risks may be outside of our
control and leave us with no ability to reduce the likelihood that
those risks will adversely impact a target business or mitigate any
harm to the Company caused thereby. Should we select a course of
action, or fail to select a course of action, that ultimately
exposes us to unknown or unidentified risks, our business will be
harmed and you could lose some or all of your investment.
Past performance by our management and their affiliates may not
be indicative of future performance of an investment in us.
While our Chief Executive Officer has prior experience in advising
businesses, his past performance, the performance of other entities
or persons with which he is involved, or the performance of any
other personnel we may retain in the future will not necessarily be
an indication of either (i) that we will be able to locate a
suitable candidate for our initial business combination or (ii) the
future operating results of the Company including with respect to
any business combination we may consummate. You should not rely on
the historical record of him or any other of our personnel or their
affiliates’ performance as indicative of our future performance or
that an investment in us will be profitable. In addition, an
investment in the Company is not an investment in any entities
affiliated with our management or other personnel. While management
intends to endeavor to locate a viable business opportunity and
generate shareholder value, there can be no assurance that we will
succeed in this endeavor.
We may seek business combination opportunities in industries or
sectors that are outside of our management’s area of
expertise.
We will consider a business combination outside of our management’s
area of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive
opportunity for the Company. Although management intends to
endeavor to evaluate the risks inherent in any particular business
combination candidate, we cannot assure you that we will adequately
ascertain or assess all the significant risks, or that we will
accurately determine the actual value of a prospective operating
entity to acquire. In the event we elect to pursue an acquisition
outside of the areas of our management’s expertise, our
management’s ability to evaluate and make decisions on behalf of
the Company may be limited, or we may make material expenditures on
additional personnel or consultants to assist management in the
Company’s operations. Investors should be aware that the
information contained herein regarding the areas of our
management’s expertise will not necessarily be relevant to an
understanding of the business that we ultimately elect to acquire.
As a result, our management may not be able to adequately ascertain
or assess all the significant risks or strategic opportunities that
may arise. Accordingly, any shareholders in the Company following a
business combination could suffer a reduction in the value of their
shares, and any resulting loss will likely not be recoverable.
We may attempt to complete a business combination with a private
target company about which little information is available, and
such target entity may not generate revenue as expected or
otherwise be compatible with us as expected.
In pursuing our search for a business to acquire, we will likely
seek to complete a business combination with a privately held
company. Very little public information generally exists about
private companies, and the only information available to us prior
to making a decision may be from documents and information provided
directly to us by the target company in connection with the
transaction. Such documents or information or the conclusions we
draw therefrom could prove to be inaccurate or misleading. As such,
we may be required to make our decision on whether to pursue a
potential business combination based on limited, incomplete, or
faulty information, which may result in our subsequent operations
generating less revenue than expected, which could materially harm
our financial condition and results of operations.
Our ability to assess the management of a prospective target
business may be limited and, as a result, we may acquire a target
business whose management does not have the skills, qualifications,
or abilities to enable a seamless transition, which could, in turn,
negatively impact our results of operations.
When evaluating the desirability of a potential business
combination, our ability to assess the target business’s management
may be limited due to a lack of time, resources, or information.
Our management’s assessment of the capabilities of the target’s
management, therefore, may prove to be incorrect and such
management may lack the skills, qualifications, or abilities
expected. Further, in most cases, the target’s management may be
expected to want to manage us and replace our Chief Executive
Officer. Should the target’s management not possess the skills,
qualifications, or abilities necessary to manage a public company
or assist with their former entity’s merger or combination into
ours, the operations and profitability of the post-acquisition
business may be negatively impacted and our shareholders could
suffer a reduction in the value of their shares.
Any business we acquire will likely lack diversity of operations
or geographical reach, and in such a case, we will be subject to
risks associated with dependence on a single industry or
region.
Our search for a business will likely be focused on entities with a
single or limited business activity and/or that operate in a
limited geographic area. While larger companies can manage their
risk by diversifying their operations among different industries
and regions, smaller companies such as ours and the entities we
anticipate reviewing for a potential business combination generally
lack diversification, in terms of both the nature and geographic
scope of their business. As a result, we will likely be impacted
more acutely by risks affecting the industry or the region in which
we operate than we would if our business were more diversified. In
addition to general economic risks, we could be exposed to natural
disasters, civil unrest, technological advances, and other
uncontrollable developments that will threaten our viability if and
to the extent our future operations are limited to a single
industry or region. If we do not diversify our operations, our
financial condition and results of operations will be at risk.
Changes in laws or regulations, or a failure to comply with the
laws and regulations applicable to us, may adversely affect our
business, ability to negotiate and complete a business combination,
and results of operations.
We are subject to laws and regulations enacted by federal, state,
and local governments. In addition to SEC regulations, any business
we acquire in the future may be subject to substantial legal or
regulatory oversight and restrictions, which could hinder our
growth and expend material amounts on compliance. Compliance with,
and monitoring of, applicable laws and regulations may be
difficult, time-consuming, and costly. Those laws and regulations
and their interpretation and application by courts and
administrative judges may also change from time to time, and any
such changes could be unfavorable to us and could have a material
adverse effect on our business, investments, and results of
operations. In addition, a failure to comply with applicable laws
or regulations, as interpreted and applied, could result in
material defense or remedial costs and/or damages have a material
adverse effect on our financial condition.
Risks Related to Our Common Stock
Due to factors beyond our control, our stock price may be
volatile.
There is currently a limited market for our Common Stock, and there
can be no guarantee that an active market for our Common Stock will
develop, even if we are successful in consummating a business
combination. Recently, the price of our Common Stock has been
volatile for no reason. Further, even if an active market for our
Common Stock develops, it will likely be subject to significant
price volatility when compared to more seasoned issuers. We expect
that the price of our Common Stock will continue to be more
volatile than more seasoned issuers for the foreseeable future.
Fluctuations in the price of our Common Stock can be based on
various factors in addition to those otherwise described in this
Report, including:
|
|
● |
General
speculative fever; |
|
|
● |
A
prospective business combination and the terms and conditions
thereof; |
|
|
● |
The
operating performance of any business we acquire, including any
failure to achieve material revenues therefrom; |
|
|
● |
The
performance of our competitors in the marketplace, both pre-and
post-combination; |
|
|
● |
The
public’s reaction to our press releases, SEC filings, website
content, and other public announcements and
information; |
|
|
● |
Changes
in earnings estimates of any business that we acquire or
recommendations by any research analysts who may follow us or other
companies in the industry of a business that we
acquire; |
|
|
● |
Variations
in general economic conditions, including as may be caused by
uncontrollable events such as the COVID-19 pandemic and the
resulting decline in the economy; |
|
|
● |
The
public disclosure of the terms of any financing we disclose in the
future; |
|
|
● |
The
number of shares of our Common Stock that are publicly traded in
the future; |
|
|
● |
Actions
of our existing shareholders, including sales of Common Stock by
our then directors and then executive officers or by significant
investors; and |
|
|
● |
The
employment or termination of key personnel. |
Many of these factors are beyond our control and may decrease the
market price of our Common Stock, regardless of whether we can
consummate a business combination and of our current or subsequent
operating performance and financial condition. In the past,
following periods of volatility in the market price of a company’s
securities, securities class action litigation has often been
instituted. A securities class action suit against us could result
in substantial costs and divert our management’s time and
attention, which would otherwise be used to benefit our
business.
Because trading in our Common Stock is so limited, investors who
purchase our Common Stock may depress the market if they sell
Common Stock.
Our Common Stock trades on the OTC Pink Market, the successor to
the pink sheets. The OTC Pink Market generally is illiquid, and
most stocks traded there are of companies that are not required to
file reports with the SEC under the Exchange Act. Our Common Stock
itself infrequently trades.
The market price of our Common Stock may decline if a
substantial number of shares of our Common Stock are sold at once
or in large blocks.
Presently the market for our Common Stock is limited. If an active
market for our shares develops in the future, some or all of our
shareholders may sell their shares of our Common Stock which may
depress the market price. Any sale of a substantial number of these
shares in the public market, or the perception that such a sale
could occur, could cause the market price of our Common Stock to
decline, which could reduce the value of the shares held by our
other shareholders.
Future issuance of our Common Stock could dilute the interests
of our existing shareholders, particularly in connection with an
acquisition and any resulting financing.
We may issue additional shares of our Common Stock in the future.
The issuance of a substantial amount of our Common Stock could
substantially dilute the interests of our shareholders. In
addition, the sale of a substantial amount of Common Stock in the
public market, either in the initial issuance or in a subsequent
resale by the target company in a business combination which
received our Common Stock as consideration or by investors who has
previously acquired such Common Stock could have an adverse effect
on the market price of our Common Stock.
Due to recent changes to Rule 15c2-11 under the Securities
Exchange Act of 1934, our Common Stock may become subject to
limitations or reductions on stock price, liquidity, or
volume.
On September 16, 2020, the SEC adopted amendments to Rule 15c2-11
under the Securities Exchange Act of 1934 (the “Exchange Act”).
This Rule applies to broker-dealers who quote securities listed on
over-the-counter markets such as our Common Stock. The Rule as
amended prohibits broker-dealers from publishing quotations on OTC
markets for an issuer’s securities unless they are based on current
publicly available information about the issuer. When it becomes
effective, the amended Rule will also limit the Rule’s “piggyback”
exception, which allows broker-dealers to publish quotations for a
security in reliance on the quotations of a broker-dealer that
initially performed the information review required by the Rule, to
issuers with current publicly available information or issuers that
are up-to-date in their Exchange Act reports. As of this date, we
are uncertain as to what actual effect the Rule may have on us.
The Rule changes could harm the liquidity and/or market price of
our Common Stock by either preventing our shares from being quoted
or driving up our costs of compliance. Because we are a voluntary
filer under Section 15(d) of the Exchange Act and not a public
reporting company, the practical impact of these changes is to
require us to maintain a level of periodic disclosure we are not
presently required to maintain, which would cause us to incur
material additional expenses. Further, if we cannot or do not
provide or maintain current public information about our company,
our stockholders may face difficulties in selling their shares of
our Common Stock at desired prices, quantities, or times, or at
all, as a result of the amendments to the Rule.
ITEM 1B. UNRESOLVED STAFF
COMMENTS.
Not applicable.
ITEM 2. PROPERTIES
The Company’s principal business and corporate address is 234 E.
Beech St, Long Beach, New York 11561
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Market Information
Our Common Stock is not listed on any securities exchange and is
quoted on the OTC Pink Market under the symbol “ZENO”. Such
quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and do not necessarily represent actual
transactions.
The last reported sales price of our common stock on the OTCQB on
March _____, 2022 was $________.
Holders
As of December 31, 2021, there were 12 shareholders of record of
the Company’s Common Stock based upon the records of the
shareholders provided by the Company’s transfer agent. The
Company’s transfer agent is VStock Transfer, LLC, 18 Lafayette
Place Woodmere, NY 11598, Telephone 212-828-8436
Dividends
We have never paid or declared any dividends on our Common Stock
and do not anticipate paying cash dividends in the foreseeable
future.
Securities Authorized For Issuance Under Equity Compensation
Plans
We currently do not have any equity compensation plans.
Unregistered Sales of Equity Securities
We have previously disclosed all sales of securities without
registration under the Securities Act of 1933.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The Company has no operations or revenue as of the date of this
Report. We are currently in the process of developing a business
plan. Management intends to explore and identify viable business
opportunities within the U.S. including seeking to acquire a
business in a reverse merger. Our ability to effectively identify,
develop and implement a viable plan for our business may be
hindered by risks and uncertainties which are beyond our control,
including without limitation, the continued negative effects of the
coronavirus pandemic on the U.S. and global economies. For more
information about the risk of Covid-19 on our business, see Item
1.A. - “Risk Factors”.
Plan of Operation
The Company has no operations from a continuing business other than
the expenditures related to running the Company and has no revenue
from continuing operations as of the date of this Report.
Management intends to explore and identify business opportunities
within the U.S., including a potential acquisition of an operating
entity through a reverse merger, asset purchase, or similar
transaction. Our Chief Executive Officer has experience in business
consulting, although no assurances can be given that he can
identify and implement a viable business strategy or that any such
strategy will result in profits. Our ability to effectively
identify, develop and implement a viable plan for our business may
be hindered by risks and uncertainties which are beyond our
control, including without limitation, the continued negative
effects of the coronavirus pandemic on the U.S. and global
economies. For more information about the risk of coronavirus on
our business, see Item 1A “Risk Factors.”
We do not currently engage in any business activities that provide
revenue or cash flow. During the next 12-month period we anticipate
incurring costs in connection with investigating, evaluating, and
negotiating potential business combinations, filing SEC reports,
and consummating an acquisition of an operating business.
Given our limited capital resources, we may consider a business
combination with an entity which has recently commenced operations,
is a developing company or is otherwise in need of additional funds
for the development of new products or services or expansion into
new markets, or is an established business experiencing financial
or operating difficulties and is in need of additional capital.
Alternatively, a business combination may involve the acquisition
of, or merger with, an entity which desires access to the U.S.
capital markets.
As of the date of this Report, our management has not had any
discussions with any representative of any other entity regarding a
potential business combination. Any target business that is
selected may be financially unstable or in the early stages of
development. In such event, we expect to be subject to numerous
risks inherent in the business and operations of a financially
unstable or early-stage entity. In addition, we may effect a
business combination with an entity in an industry characterized by
a high level of risk or in which our management has limited
experience, and, although our management will endeavor to evaluate
the risks inherent in a particular target business, there can be no
assurance that we will properly ascertain or assess all significant
risks.
Our management anticipates that we will likely only be able to
effect one business combination due to our limited capital. This
lack of diversification will likely pose a substantial risk in
investing in the Company for the indefinite future because it will
not permit us to offset potential losses from one venture or
operating territory against gains from another. The risks we face
will likely be heightened to the extent we acquire a business
operating in a single industry or geographical region.
We anticipate that the selection of a business combination will be
a complex and risk-prone process. Because of general economic
conditions, including unfavorable conditions caused by the
coronavirus pandemic, rapid technological advances being made in
some industries and shortages of available capital, management
believes that there are a number of firms seeking business
opportunities at this time at discounted rates with which we will
compete. We expect that any potentially available business
combinations may appear in a variety of different industries or
regions and at various stages of development, all of which will
likely render the task of comparative investigation and analysis of
such business opportunities extremely difficult and complicated.
Once we have developed and begun to implement our business plan,
management intends to fund our working capital requirements through
a combination of our existing funds and future issuances of debt or
equity securities. Our working capital requirements are expected to
increase in line with the implementation of a business plan and
commencement of operations.
Based upon our current operations, we do not have sufficient
working capital to fund our operations over the next 12 months. If
we are able to close a reverse merger, it is likely we will need
capital as a condition of closing that acquisition. Because of the
uncertainties, we cannot be certain as to how much capital we need
to raise or the type of securities we will be required to issue. In
connection with a reverse merger, we will be required to issue a
controlling block of our securities to the target’s shareholders
which will be very dilutive.
Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such
securities might have rights, preferences, or privileges senior to
our Common Stock. Additional financing may not be available upon
acceptable terms, or at all. If adequate funds are not available or
are not available on acceptable terms, we may not be able to take
advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business
operations.
We anticipate that we will incur operating losses in the next 12
months, principally costs related to our being obligated to file
reports with the SEC. Our prospects must be considered in light of
the risks, expenses and difficulties frequently encountered by
companies in their early stage of development. Such risks for us
include, but are not limited to, an evolving and unpredictable
business model, recognition of revenue sources, and the management
of growth. To address these risks, we must, among other things,
develop, implement, and successfully execute our business and
marketing strategy, respond to competitive developments, and
attract, retain, and motivate qualified personnel. There can
be no assurance that we will be successful in addressing such
risks, and the failure to do so could have a material adverse
effect on our business prospects, financial condition, and results
of operations.
COVID-19 Update
To date, the COVID-19 pandemic has not had a material impact on the
Company, particularly due to our current lack of operations. The
pandemic may, however, have an impact on our ability to evaluate
and acquire an operating entity through a reverse merger or
otherwise. See Item 1A “Risk Factors” for more information.
Off Balance Sheet Arrangements
As of the date of this Report, we do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to
investors.
Going Concern
The independent registered public accounting firm auditors’ report
accompanying our December 31, 2019 and December 31,2018 financial
statements contained an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern.
The financial statements have been prepared “assuming that we will
continue as a going concern,” which contemplates that we will
realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not applicable.
ZENOSENSE, INC.
December 31, 2019 and December 31, 2018
Report of Independent Registered
Public Accounting Firm
To the shareholders and the board of directors of Zenosense,
Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Zenosense, Inc.
as of December 31, 2019 and 2018, the related statements of
operations, stockholders' equity (deficit), and cash flows for the
years then ended, and the related notes (collectively referred to
as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2019 and 2018, and the
results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted
in the United States.
Substantial Doubt about the Company’s Ability to Continue as a
Going Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered
recurring losses from operations and has a significant accumulated
deficit. In addition, the Company continues to experience negative
cash flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the
Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
/S/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2022
Lakewood, CO
March 16, 2022
|
ZENOSENSE,
INC. |
|
BALANCE SHEET |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
|
2019 |
|
|
2018 |
|
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
- |
|
|
|
- |
|
|
Total current assets |
|
|
- |
|
|
|
- |
|
|
Total assets |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Deficit |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
|
Accrued payable and accrued liabilities |
|
$ |
513,737 |
|
|
$ |
280,305 |
|
|
Due to former related parties |
|
|
108,496 |
|
|
|
108,496 |
|
|
Convertible notes, net of discount |
|
|
425,240 |
|
|
|
425,240 |
|
|
Total current liabilities |
|
|
1,047,473 |
|
|
|
814,041 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,047,473 |
|
|
|
814,041 |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
|
|
|
|
|
|
|
|
| Common
stock, Par Value $0.001, 500,000,000 shares authorized, 31,932,843
and 31,068,136 shares issued and outstanding as of December 31,
2019 and December 31, 2018 |
|
|
31,933 |
|
|
|
31,068 |
|
|
Additional paid in capital |
|
|
2,226,397 |
|
|
|
2,100,150 |
|
|
Accumulated deficit |
|
|
(3,305,803 |
) |
|
|
(2,945,259 |
) |
|
Total stockholders’ deficit |
|
|
(1,047,473 |
) |
|
|
(814,041 |
) |
|
Total liabilities and stockholders’ deficit |
|
$ |
- |
|
|
$ |
- |
|
The accompanying notes are an integral part of these financial
statements
|
ZENOSENSE,
INC. |
|
STATEMENT OF
OPERATIONS |
|
|
|
Year
Ended |
|
|
Year
Ended |
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
|
2019 |
|
|
2018 |
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
127,112 |
|
|
|
133,271 |
|
|
Total operating expenses |
|
|
127,112 |
|
|
|
133,271 |
|
|
Loss from Operations |
|
|
(127,112 |
) |
|
|
(133,271 |
) |
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses) |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(233,432 |
) |
|
|
(233,431 |
) |
|
Loss in equity method investment |
|
|
- |
|
|
|
(451,871 |
) |
|
Total other income (expenses), net |
|
|
(233,432 |
) |
|
|
(685,302 |
) |
|
Loss from operations before income taxes |
|
|
(360,544 |
) |
|
|
(818,573 |
) |
|
Income tax expense |
|
|
- |
|
|
|
- |
|
|
Net Loss |
|
$ |
(360,544 |
) |
|
$ |
(818,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(360,544 |
) |
|
$ |
(818,573 |
) |
|
Other comprehensive income - gain (loss) on foreign currency
translation |
|
|
- |
|
|
|
- |
|
|
Total comprehensive loss |
|
$ |
(360,544 |
) |
|
$ |
(818,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares |
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
31,932,843 |
|
|
|
31,068,136 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.03 |
) |
The accompanying notes are an integral part of these financial
statements
|
ZENOSENSE,
INC. |
|
STATEMENT OF CHANGES IN
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Total
Stockholders’ |
|
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Equity |
|
|
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Deficit |
|
|
(Deficit) |
|
|
Balance, December 31, 2017 |
|
|
25,397,536 |
|
|
$ |
25,397 |
|
|
$ |
2,047,718 |
|
|
$ |
(2,126,686 |
) |
|
$ |
(53,571 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of debt |
|
|
5,670,600 |
|
|
|
5,671 |
|
|
|
52,432 |
|
|
|
- |
|
|
|
58,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(818,573 |
) |
|
|
(818,573 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance,
December 31, 2018 |
|
|
31,068,136 |
|
|
$ |
31,068 |
|
|
$ |
2,100,150 |
|
|
$ |
(2,945,259 |
) |
|
$ |
(814,041 |
) |
|
|
|
Common
Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
Stockholders’
Equity |
|
|
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Deficit |
|
|
(Deficit) |
|
|
Balance,
December 31, 2018 |
|
|
31,068,136 |
|
|
$ |
31,068 |
|
|
$ |
2,100,150 |
|
|
$ |
(2,945,259 |
) |
|
$ |
(814,041 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for services |
|
|
864,707 |
|
|
|
865 |
|
|
|
126,247 |
|
|
|
- |
|
|
|
127,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(360,544 |
) |
|
|
(360,544 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2019 |
|
|
31,932,843 |
|
|
$ |
31,933 |
|
|
$ |
2,226,397 |
|
|
$ |
(3,305,803 |
) |
|
$ |
(1,047,473 |
) |
|
ZENOSENSE,
INC. |
|
STATEMENT OF CASH
FLOWS |
|
|
|
Year
Ended |
|
|
Year
Ended |
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
|
2019 |
|
|
2018 |
|
|
Cash
Flows From Operating Activities |
|
|
|
|
|
|
|
|
|
Net
loss |
|
$ |
(360,544 |
) |
|
$ |
(818,573 |
) |
|
Adjustments
to reconcile net income to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
Amortization
of debt discount |
|
|
- |
|
|
|
112,279 |
|
|
Loss
in equity method investment |
|
|
- |
|
|
|
451,871 |
|
|
Stock
based compensation |
|
|
127,112 |
|
|
|
- |
|
|
Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Prepaid
expense |
|
|
- |
|
|
|
- |
|
|
Accrued
payable and accrued liabilities |
|
|
233,432 |
|
|
|
123,603 |
|
|
Due
to former related parties |
|
|
- |
|
|
|
16,997 |
|
|
Net
cash used in operating activities |
|
|
- |
|
|
|
(113,823 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Investing Activities |
|
|
|
|
|
|
|
|
|
Net
cash used in investing activities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
Proceeds
from convertible notes payable |
|
|
- |
|
|
|
85,000 |
|
|
Net
cash provided by financing activities |
|
|
- |
|
|
|
85,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
(decrease) increase in cash and cash equivalents |
|
|
- |
|
|
|
(28,823 |
) |
|
Cash
and cash equivalents, beginning of year |
|
|
- |
|
|
|
28,823 |
|
|
Cash
and cash equivalents, end of year |
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
Discount
on convertible notes related to beneficial conversion
feature |
|
$ |
- |
|
|
$ |
18,409 |
|
|
Reclassifying
accrued interest to principal on convertible notes |
|
$ |
- |
|
|
$ |
1,614 |
|
|
Shares
issue on conversion of convertible debt |
|
$ |
- |
|
|
$ |
39,694 |
|
The accompanying notes are an integral part of these financial
statements
ZENOSENSE, INC.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Zenosense, Inc. (the “Company”) was incorporated under the laws of
the State of Nevada on August 11, 2008.
Effective December 4, 2013, the Company entered into a development
and exclusive license agreement (“License Agreement”) whereby the
Company will provide a third party with capital for the development
of sensory technology for a methicillin resistant Staphylococcus
aureus / Staphylococcus aureus (“MRSA/SA”) detection device and a
cancer detective device and other improvements and variations to
the products (the “Sgenia Products”) to be used in the hospital and
health care environments, in exchange for a worldwide, exclusive
license to manufacture, market and sell the resulting products,
subject to certain limitations and a royalty arrangement on a
revenue sharing basis. The License Agreement was modified in April
2015 and July 2015 to extend to additional cancer sensory products
and to modify and extend the development schedule and change the
research funding budget to accommodate the lung cancer product as
well as MRSA/SA product.
On June 20, 2016, the Company entered into a joint venture
arrangement by way of a Subscription and Shareholders’ Agreement
(“MML SSA”) with a third party medical detection device developer
(“Partner”) utilizing a joint venture vehicle, MIDS Medical Ltd
(“MML”), a UK Limited company of which the Company owns a 40%
interest awarded on July 1, 2016, in exchange for its participation
and funding to support MML during a Phase 1 and prospectively
during a Phase 2 development of the Partner’s MIDS universal
immunoassay detection technology platform (“MIDS”). MML will have
the right, under license, to use the MIDS Intellectual Property
(“MIDS IP”) during the development and the MIDS IP will be
transferred to MML in the event MML concludes a commercial deal for
MIDS with a third party.
Following an extensive revision to the MIDS core Hall effect sensor
electronics during the first half of 2018, MML reported, in June,
2018, that testing had confirmed and had materially improved upon
the testing results announced in late 2017, with a near doubling of
sensitivity of detection. MML informed the Company that
two brands of commercially available paramagnetic assay beads
were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270
Dynabeads® (2.8 μm), both of which are thought suitable for a HS
troponin assay and have similar paramagnetic characteristics. MML
also stated that the MIDS level of detail of both these brands was
seen on a reliable, repeatable basis at around 50,000 beads, with
good signal linearity (required for accurate assay quantitation) at
higher numbers. This number of beads detected at the level of
detail is, according to MML, well within the range advised by
MML’s assay consultants as suitable for a HS troponin assay.
On August 31, 2018, the Company and MML entered into an agreement
with an investor for the funding of MML of up to US$1,200,000 in
exchange for up to 10.31% equity ownership in MML. The Company’s
ownership of MML may be diluted based on the amount of the investor
funds.
The Company has been dormant since November, 2018.
The Company’s year-end is December 31st.
On December 9, 2021, the Eighth Judicial District Court in Clark
County, Nevada Case No: A-21-843440-B appointed Custodian Ventures,
managed by David Lazar as the Company’s custodian.
David Lazar, 31, has been CEO and Chairman of the Company since
December 9, 2021. David Lazar is a private investor. Mr. Lazar has
been a partner at Zenith Partners International since 2013, where
he specializes in research and development, sales, and marketing.
From 2014 through 2015, David was the Chief Executive Officer of
Dico, Inc., which was then sold to Peekay Boutiques. Since February
of 2018, Mr. Lazar has been the managing member of Custodian
Ventures LLC, where he specializes in assisting distressed public
companies. Since March 2018, David has acted as the managing member
of Activist Investing LLC, which specializes in active investing in
distressed public companies. David has a diverse knowledge of
financial, legal, and operations management; public company
management, accounting, audit preparation, due diligence reviews,
and SEC regulations.
ZENOSENSE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in
accordance with the Financial Accounting Standards Board
(“FASB”) “FASB Accounting Standard Codification™” (the
“Codification”) which is the source of authoritative
accounting principles recognized by the FASB to be applied by
nongovernmental entities in the preparation of financial statements
in conformity with generally accepted accounting principles
(“GAAP”) in the United States.
Principles of consolidation
The consolidated financial statements include the financial
statements of all the subsidiaries. All inter-company transactions
and balances have been eliminated upon consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity
with U.S. GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities, the calculation of stock based compensation, and
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of expenses during
the reporting period. Management makes these estimates using the
best information available at the time the estimates are made;
however actual results could differ from those estimates.
Significant items subject to such estimates and assumptions include
valuation of inventory, and recoverability of carrying amount and
the estimated useful lives of long-lived assets.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, cash in bank
with no restrictions, as well as highly liquid investments which
are unrestricted as to withdrawal or use, and which have remaining
maturities of three months or less when initially purchased. As of
December 31, 2019 and December 31, 2018 the Company had no cash on
hand.
Income taxes
The Company accounts for income taxes under FASB ASC 740,
“Accounting for Income Taxes”. Under FASB ASC 740, 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 FASB ASC 740, 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. FASB ASC 740-10-05, “Accounting for Uncertainty in Income
Taxes” prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing
authorities.
The amount recognized is measured as the largest amount of benefit
that is greater than 50 percent likely of being realized upon
ultimate settlement. The Company assesses the validity of its
conclusions regarding uncertain tax positions quarterly to
determine if facts or circumstances have arisen that might cause it
to change its judgment regarding the likelihood of a tax position’s
sustainability under audit.
ZENOSENSE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Net Loss per Share
Net loss per common share is computed by dividing net loss by the
weighted average common shares outstanding during the period as
defined by Financial Accounting Standards, ASC Topic 260, “Earnings
per Share.” Basic earnings per common share (“EPS”) calculations
are determined by dividing net income by the weighted average
number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by
dividing net income by the weighted average number of common shares
and dilutive common share equivalents outstanding.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that impact the
Company’s operations.
NOTE 3 – GOING CONCERN
As of December 31, 2019 the Company had $-0- in cash and cash
equivalents. The Company had net loss of $360,544 for the year
ended December 31, 2019, has negative working capital of $1,047,473
and accumulated deficit of $3,305,803 on December 31, 2019. The
Company’s principal sources of liquidity have been cash provided by
operating activities, as well as financial support from related
parties. The Company’s operating results for future periods are
subject to numerous uncertainties and it is uncertain if the
Company will be able to maintain profitability and continue growth
for the foreseeable future. If management is not able to increase
revenue and/or manage operating expenses in line with revenue
forecasts, the Company may not be able to maintain profitability.
These factors raise substantial doubt about the Company’s ability
to continue as a going concern.
The Company will focus on improving operation efficiency and cost
reduction, developing core cash-generating business, and enhancing
marketing function. Actions include developing more customers, as
well as creating synergy using the Company’s resources.
The Company believes that available cash and cash equivalents, the
cash provided by operating activities, together with actions as
developing more customers and create synergy of the Company’s
resources, should enable the Company to meet presently anticipated
cash needs for at least the next 12 months after the date that the
financial statements are issued and the Company has prepared the
consolidated financial statements on a going concern basis. If the
Company encounters unforeseen circumstances that place constraints
on its capital resources, management will be required to take
various measures to conserve liquidity, which could include, but
not necessarily be limited to, obtaining financial support from
related parties, and controlling overhead expenses. Management
cannot provide any assurance that the Company’s efforts will be
successful. The consolidated financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of
these uncertainties.
NOTE 4 – EQUITY
Common stock
The Company has authorized 500,000,000 shares of $0.001 par value,
common stock. As of December 31, 2019 and December 31, 2018 there
were 31,932,843 shares of Common Stock issued and outstanding.
ZENOSENSE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER
LIABILITIES
As of December 31, 2019, and December 31, 2018, the Company had
$513,737 and $280,305 in accounts payable, accrued expenses and
accrued interest; respectively. The increase in the liability
balance is attributable to $233,432 in accrued interest.
Additionally, as of the same dates the Company had $108,496 due to
former related parties, and $425,240 in convertible notes,
outstanding.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company did not have any contractual commitments as of December
31, 2019 and December 31, 2018.
NOTE 7 – SUBSEQUENT EVENTS
On December 9, 2021, the Eighth Judicial District Court in Clark
County, Nevada Case No: A-21-843440-B appointed Custodian Ventures,
managed by David Lazar as the Company’s custodian.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable
ITEM 9A. CONTROLS AND
PROCEDURES
Evaluation of Disclosure Controls and Procedures.
Our management is responsible for establishing and maintaining a
system of “disclosure controls and procedures” (as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to
ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized, and reported, within the time periods
specified in the Commission’s rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. Management has determined that our disclosure
controls and procedures were not effective as of December 31,
2019
Management’s Report on Internal Control over Financial
Reporting.
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is designed 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. Our
internal control over financial reporting includes those policies
and procedures that:
|
|
● |
pertain
to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
our assets; |
|
|
|
|
|
|
● |
provide
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations
of our management and directors; and |
|
|
|
|
|
|
● |
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial
statements. |
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with
policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control
over financial reporting based on the parameters set forth above
and has concluded that as of December 31, 2019, our internal
control over financial reporting was not effective to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting
principles as a result of the following material weaknesses:
|
|
● |
The
Company does not have sufficient segregation of duties within
accounting functions due to only having one officer and limited
resources. |
|
|
|
|
|
|
● |
The
Company does not have an independent board of directors or an audit
committee. |
|
|
|
|
|
|
● |
The
Company does not have written documentation of our internal control
policies and procedures. |
|
|
|
|
|
|
● |
All
of the Company’s financial reporting is carried out by a financial
consultant. |
We plan to rectify these weaknesses by implementing an independent
board of directors, establishing written policies and procedures
for our internal control of financial reporting, and hiring
additional accounting personnel at such time as we complete a
reverse merger or similar business acquisition.
Changes in Internal Control over Financial Reporting.
There have been no change in our internal control over financial
reporting during the year December 31, 2019 that has materially
affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE
The following table sets forth the names and positions of our
executive officers and directors. Directors will be elected at our
annual meeting of stockholders and serve for one year or until
their successors are elected and qualify. Officers are elected by
the Board and their terms of office are, except to the extent
governed by employment contract, at the discretion of the
Board.
|
Name |
|
Age |
|
Positions |
|
David
Lazar |
|
31 |
|
Director,
Chief Executive Officer, Treasurer, and Secretary |
David Lazar, 31, has been CEO and Chairman of the Company since
December 30, 2021. David Lazar is a private investor. Mr. Lazar has
been a partner at Zenith Partners International since 2013, where
he specializes in research and development, sales, and marketing.
From 2014 through 2015, David was the Chief Executive Officer of
Dico, Inc., which was then sold to Peekay Boutiques. Since February
of 2018, Mr. Lazar has been the managing member of Custodian
Ventures LLC, where he specializes in assisting distressed public
companies. Since March 2018, David has acted as the managing member
of Activist Investing LLC, which specializes in active investing in
distressed public companies. David has a diverse knowledge of
financial, legal and operations management; public company
management, accounting, audit preparation, due diligence reviews
and SEC regulations.
|
MARKET |
|
|
|
|
|
FROM |
|
TO |
|
|
NAME
OF ISSUER |
|
TRADED ON |
|
POSITION(S) HELD |
|
MM |
|
YYYY |
|
MM |
|
YYYY |
|
|
Rarus
Technologies, Inc. (RARS) |
|
OTCBB |
|
CEO,
Director |
|
01 |
|
2018 |
|
05 |
|
2018 |
|
|
DRS,
Inc. (DRSX) |
|
|
|
CEO,
Director |
|
07 |
|
2018 |
|
11 |
|
2018 |
|
|
Energenx,
Inc. (EENX) |
|
OTC |
|
CEO |
|
03 |
|
2018 |
|
07 |
|
2018 |
|
|
Melt,
Inc. (MLTC) |
|
OTC |
|
Director |
|
10 |
|
2018 |
|
03 |
|
2019 |
|
|
Nevtah
Capital Management Corporation (NTAH) |
|
OTC –
US |
|
President,
Chief Executive Officer & Secretary |
|
03 |
|
2019 |
|
05 |
|
2020 |
|
|
Mediashift,
Inc. (MSHFQ) |
|
OTC |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2019 |
|
09 |
|
2019 |
|
|
Sollensys
Corp. (SOLS) |
|
OTC
Market |
|
President,
CEO, Secretary & Director |
|
12 |
|
2019 |
|
08 |
|
2020 |
|
|
Foru
Holdings, Inc (FORU) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2020 |
|
Current |
|
|
|
|
Superbox,
Inc (SBOX) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2020 |
|
02 |
|
2021 |
|
|
Petrone
Worldwide, Inc (PFWIQ) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2020 |
|
Current |
|
|
|
|
Gushen,
Inc (GSHN) |
|
OTC –
US |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2020 |
|
12 |
|
2020 |
|
|
Reliance
Global Group Inc. (RELI) |
|
OTC |
|
Director |
|
03 |
|
2020 |
|
06 |
|
2020 |
|
|
GHAR,
Inc. (GHAR) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2020 |
|
06 |
|
2020 |
|
|
PhoneBrasil
(PHBR) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
08 |
|
2020 |
|
12 |
|
2020 |
|
|
XXStream
Entertainment, Inc. |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
07 |
|
2020 |
|
12 |
|
2020 |
|
|
Adorbs
Inc. |
|
N/A |
|
Chairman,
President, CEO, CFO & Secretary |
|
07 |
|
2020 |
|
Current |
|
|
|
|
China
Botanic Pharmaceutical, Inc(CBPI) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
02 |
|
2021 |
|
08 |
|
2021 |
|
|
C2E
Energy Inc. (OOGI) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
02 |
|
2021 |
|
06 |
|
2021 |
|
|
Finotec
(FTGI) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
03 |
|
2020 |
|
01 |
|
2021 |
|
|
3D
Makerjet Inc. (MRJT) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
07 |
|
2020 |
|
03 |
|
2021 |
|
|
Pan
Global Corp. (PGLO) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
07 |
|
2020 |
|
07 |
|
2021 |
|
|
Balincan
International, Inc. (ALTB) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
08 |
|
2021 |
|
Current |
|
|
|
|
Shengshi
Elevator International(SSDT) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
05 |
|
2021 |
|
12 |
|
2021 |
|
|
Romulus
Corp. (RMLS) |
|
OTC
Markets |
|
Chairman,
President, CEO, CFO & Secretary |
|
08 |
|
2021 |
|
08 |
|
2021 |
|
David Lazar was also the sole officer and director of Shentang
International, Inc. (“Shentang”), which is a blank check company.
On April 29, 2020, Plentiful Limited, a Samoan company, purchased
10,000,000 shares of Shentang’s preferred stock, par value $0.001
per share, representing 98% of the voting stock, from Custodian
Ventures for $225,000. This concluded Mr. Lazar’s association with
Shentang. A business combination has yet to occur. Shentang has not
registered any offerings under the Securities Act.
David Lazar was also the sole officer and director of Guozi Zhongyu
Capital Holdings (formerly Melt Inc.) (“Guozi”), which was a blank
check company. On February 27, 2019, Zhicheng RAO, purchased
2,185,710,000 shares of Guozi’s common stock, par value $0.00001
per share, from Custodian Ventures for $325,000, representing 99%
of the voting stock. This concluded Mr. Lazar’s association with
Guozi. Guozi has not registered any offerings under the Securities
Act.
David Lazar was also the sole officer and director of Cang Bao Tian
Xia International Art Trade Center Inc. (formerly Zhongchai
Machinery, Inc.) (“Cang”), which is a blank check company. On
December 16, 2018, Xingtao Zhou and Yaqin Fu purchased 3,096,200
shares of common stock and 10,000,000 shares (the “Shares”) of
preferred stock, each par value $0.001 per share, representing
approximately 99% of the voting capital, from Custodian Ventures
for $375,000. This concluded Mr. Lazar’s association with Cang. A
business combination has yet to occur. Cang has not registered any
offerings under the Securities Act.
Except for GHAR, Inc, Adorbs, Inc. and Reliance Global Group Inc.,
Mr. Lazar took control of all of the companies listed by becoming
the Court-appointed custodian through Custodian Ventures LLC and
entity in which he is the managing member.
Election of Directors and Officers
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of the
Board following the next annual meeting of stockholders and until
their successors have been elected and qualified.
Audit Committee
We do not have any committees of the Board as we only have one
director.
Director Independence
We do not currently have any independent directors. We evaluate
independence by the standards for director independence established
by Marketplace Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.
Board Leadership Structure
We have chosen to combine the Chief Executive Officer and Board
Chairman positions since one person is our sole officer and
director.
Code of Ethics
Our Board has not adopted a Code of Ethics due to the Company’s
size and lack of employees. As of the date of this Report, our sole
director is also our Chief Executive Officer.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors,
executive officers, and persons who own more than 10% of the
Company’s Common Stock to file initial reports of ownership and
changes in ownership of the Company’s Common Stock with the SEC.
These individuals are required by the regulations of the SEC to
furnish us with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of the forms furnished to us none
of Company’s directors, executive officers, and persons who own
more than 10% of the Company’s Common Stock failed to comply with
Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
The following information is related to the compensation paid,
distributed, or accrued by us for the fiscal year ended December
31, 2019 to our Chief Executive Officer (principal executive
officer) during the last fiscal year and the two other most highly
compensated executive officers serving as of the end of the last
fiscal year whose compensation exceeded $100,000 (the “Named
Executive Officers”):
We did not pay any compensation to our Chief Executive Officers
(the “Named Executive Officers”) during the last two fiscal
years.
Named Executive Officer Employment Agreements
None.
Termination Provisions
As of the date of this Report, we have no contract, agreement,
plan, or arrangement, whether written or unwritten, that provides
for payments to a Named Executive Officer at, following, or in
connection with any termination, including without limitation
resignation, severance, retirement or a constructive termination of
a Named Executive Officer, or a change in control of the Company or
a change in the Named Executive Officer’s responsibilities, with
respect to each Named Executive Officer.
Outstanding Equity Awards at Fiscal Year End
As of December 31, 2019 none of our Named Executive Officers held
any unexercised options, stock that have not vested, or other
equity incentive plan awards.
Director Compensation
To date, we have not paid our director any compensation for
services on our Board.
Equity Compensation Plan Information
The Company does not have any securities authorized for issuance or
outstanding under an equity compensation plan or equity
compensation grants made outside of such a plan.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The following table sets forth certain information regarding
beneficial ownership of the Company’s Common Stock as of December
31, 2019, by (i) each person who is known by the Company to own
beneficially more than 5% of any classes of outstanding Common
Stock, (ii) each director of the Company, (iii) each of the Chief
Executive Officers and the executive officers (collectively, the
“Named Executive Officers”) and (iv) all directors and
executive officers of the Company as a group based upon 31,932,843
shares outstanding.
|
Name
and Address of Beneficial Owners of Common Stock |
|
Title
of Class |
|
|
Amount
and
Nature of
Beneficial
Ownership |
|
|
%
of
Common
Stock |
|
|
David Lazar
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
|
|
Common |
|
|
|
31,500 |
|
|
Less
than 1 |
% |
| |
|
|
|
|
|
|
|
|
|
|
DIRECTORS
AND OFFICERS – TOTAL
(One Officer and Director) |
|
|
|
|
|
31,500 |
|
|
Less
than 1 |
% |
| |
|
|
|
|
|
|
|
|
|
|
| 5%
SHAREHOLDERS |
|
|
|
|
|
|
|
|
|
|
|
Valley Heights Inc.
Suite 1-A Eusebio A Morales El Cangrego
Panama City, Republic of Panama
|
|
Common |
|
|
|
9,589,512 |
|
|
30.0 |
% |
| Evelyn
Quintero Gonazales has voting control |
|
|
|
|
|
|
|
|
|
|
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Not applicable.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
For the years ended December 31, 2019 and December 31, 2018 the
Company paid $6,480 and $6,480, respectively, in accounting
fees.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
ZENOSENSE,
INC. |
| |
|
|
| Dated:
March 16, 2022 |
By: |
/s/
David Lazar |
| |
|
David
Lazar
Chief Executive Officer
(Principal Executive Officer) |
20
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