0001458581 false 12/31 2022 Q1 0001458581 2022-01-01 2022-03-31 0001458581 2022-04-20 0001458581 2022-03-31 0001458581 2021-12-31 0001458581 2021-01-01 2021-03-31 0001458581 us-gaap:SeriesAPreferredStockMember 2020-12-31 0001458581 us-gaap:CommonStockMember 2020-12-31 0001458581 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001458581 us-gaap:RetainedEarningsMember 2020-12-31 0001458581 2020-12-31 0001458581 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001458581 us-gaap:CommonStockMember 2021-12-31 0001458581 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001458581 us-gaap:RetainedEarningsMember 2021-12-31 0001458581 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-03-31 0001458581 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001458581 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001458581 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001458581 us-gaap:SeriesAPreferredStockMember 2022-01-01 2022-03-31 0001458581 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001458581 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001458581 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001458581 us-gaap:SeriesAPreferredStockMember 2021-03-31 0001458581 us-gaap:CommonStockMember 2021-03-31 0001458581 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001458581 us-gaap:RetainedEarningsMember 2021-03-31 0001458581 2021-03-31 0001458581 us-gaap:SeriesAPreferredStockMember 2022-03-31 0001458581 us-gaap:CommonStockMember 2022-03-31 0001458581 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001458581 us-gaap:RetainedEarningsMember 2022-03-31 0001458581 ZENO:MMLMember 2018-08-31 0001458581 us-gaap:CashMember 2022-03-31 0001458581 us-gaap:CashMember 2021-12-31 0001458581 2022-02-09 0001458581 us-gaap:SubsequentEventMember 2022-04-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

Commission file number 000-54936

ZENOSENSE, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

26-3257291

(IRS Employer Identification No.)

400 Blake St.
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: None.

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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 whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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 ☐

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

The number of shares outstanding of the registrant’s common stock as of April 20, 2022 was 31,932,843 shares.

ZENOSENSE, INC.

TABLE OF CONTENTS

		Page
PART I	Financial information
Item 1	Financial statements (unaudited)	1
Item 2	Management’s discussion and analysis of financial condition and results of operations	2
Item 3	Quantitative and qualitative disclosures about market risk	4
Item 4	Controls and procedures	4

PART II	Other Information
Item 1	Legal proceedings	6
Item 2	Unregistered sales of equity securities and use of proceeds	6
Item 3	Defaults upon senior securities	6
Item 4	Mine safety disclosures	6
Item 5	Other information	6
Item 6	Exhibits	7
	Signatures	8

PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS (UNAUDITED)

TABLE OF CONTENTS

	Page
Balance Sheets (Unaudited)	F-1

Statements of Operations (Unaudited)	F-2

Statement of Changes in Stockholders’ Equity (Deficit) (unaudited)	F-3

Statements of Cash Flows (Unaudited)	F-4

Notes to Financial Statements (Unaudited)	F-5 to F-8

ZENOSENSE, INC.

BALANCE SHEETS

(Unaudited)

	March 31,			December 31,
	2022			2021

Assets
Current assets
Cash and cash equivalents	$	-		$	-
Total Current Assets		-			-
Total assets	$	-		$	-

Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities	$	1,038,956		$	980,598
Due to former related parties		108,496			108,496
Due to related parties		69,031			10,243
Convertible notes, net of discount		425,240			425,240
Total current liabilities		1,641,723			1,524,577

Total liabilities		1,641,723			1,524,577

Commitments and contingencies		-			-

Stockholders’ Deficit
Preferred stock Series A Par Value $0.001, 10,000,000 authorized of February 9, 2022, -0- shares issued and outstanding as of March 31, 2022		-			-
Common stock, Par Value $0.001, 500,000,000 shares authorized, 31,932,843 shares issued and outstanding as of March 31, 2022 and December 31, 2021		31,933			31,933
Additional paid in capital		2,226,397			2,226,397
Accumulated deficit		(3,900,053	)		(3,782,907	)
Total stockholders’ deficit		(1,641,723	)		(1,524,577	)
Total liabilities and stockholders’ deficit	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-1

ZENOSENSE, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2022			2021
Operating expenses
General and administrative expenses	$	58,788		$	-
Total operating expenses		58,788			-
Loss from Operations		(58,788	)		-

Other income (expenses)
Interest expense		(58,358	)		(58,358	)
Total other income (expenses), net		(58,358	)		(58,358	)
Loss from operations before income taxes		(117,146	)		(58,358	)
Income tax expense		-			-
Net Loss	$	(117,146	)	$	(58,358	)

Weighted average number of ordinary shares
Basic and diluted		23,889,500			23,889,500

Earnings per share
Basic and diluted	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements

F-2

ZENOSENSE, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)


	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2020		-	$	-		31,932,843	$	31,933	$	2,226,397	$	(3,539,234	)	$	(1,280,904	)

Net loss				-				-		-		(58,358	)		(58,358	)

Balance, March 31, 2021		-	$	-		31,932,843	$	31,933	$	2,226,397	$	(3,597,592	)	$	(1,339,262	)

	Series A Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Value		Shares		Value		Capital		Deficit			Equity
Balance, December 31, 2021		-	$	-		31,932,843	$	31,933	$	2,226,397	$	(3,782,907	)	$	(1,524,577	)

Net loss				-				-		-		(117,146	)		(117,146	)

Balance, March 31, 2022		-	$	-		31,932,843	$	31,933	$	2,226,397	$	(3,900,053	)	$	(1,641,723	)

The accompanying notes are an integral part of these financial statements

F-3

ZENOSENSE, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 31,			March 31,
	2022			2021

Cash Flows From Operating Activities
Net loss	$	(117,146	)	$	(58,358	)
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accrued payable and accrued liabilities		58,358			58,358
Net cash used in operating activities		(58,788	)		-

Cash Flows From Investing Activities
Net cash used in investing activities		-			-

Cash Flows From Financing Activities
Proceeds from related party loans		58,788
Net cash provided by financing activities		58,788			-


Net (decrease) increase in cash and cash equivalents		-			-
Cash and cash equivalents, beginning of year		-			-
Cash and cash equivalents, end of year	$	-		$	-

Supplemental disclosure of cash flow information
Cash paid for income tax expense	$	-		$	-
Cash paid for interest expense	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-4

NOTES TO UNAUDITED 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 did not execute its business plan has been dormant since November, 2018.

The Company’s year-end is December 31^st.

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.

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.

F-5

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.

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto.

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 March 31, 2022 and December 31, 2021 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.

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.

F-6

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operations.

NOTE 3 – GOING CONCERN

As of March 31, 2022, the Company had $-0- in cash and cash equivalents. The Company had net loss of $117,146 for the three months ended March 31, 2022, has negative working capital of $1,641,723 and accumulated deficit of $3,900,053 on March 31, 2022. 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.

As of March 31, 2022 the Company had no cash on hand. Company has prepared the consolidated financial statements on a going concern basis. All of the Company’s financial support is being provided by Custodian Ventures. There can be no assurance that Custodian Ventures will continue to fund the Company 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 March 31, 2022 and December 31, 2021, there were 31,932,843 shares of Common Stock issued and outstanding.

Preferred stock

On February 9, 2022 the Company amended their Articles of Incorporation to create a class of 10,000,000 shares of $0.001 par value Series A Preferred Stock.

Dividend Provisions

Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A Preferred Stock had been converted into Common Stock.

Liquidation Preference.

In the event of any liquidation, dissolution, or winding up of the Corporation, either voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock, or any other series or class of common stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, by reason of their ownership thereof, and senior, prior, and in preference to any other series or class of preferred stock of the Corporation, whether now in existence or hereafter created by amendment to the articles of incorporation of the Corporation or by a certificate of designation, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original Issue Price shall be $0.001 per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, the entire assets and funds of the corporation legally available for distribution shall be distributed first to the Series A Preferred Stock, and then ratably among the holders of the each other series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

Right to Convert. Subject to Section 4(d)(3), each share of Series A Preferred Stock shall be convertible, at the option of the holder(s) thereof only, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into fifty (50) fully paid and nonassessable shares of Common Stock.

As of March 31, 2022, none 0 of the Series A Preferred Shares were issued and outstanding

F-7

NOTE 5 – RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES

As of March 31, 2022 and December 31, 2021, the Company had $1,038,956 and $980,598 in accounts payable, accrued expenses and accrued interest; respectively. Additionally, as of the same dates the Company had $108,496 due to former related parties, and $425,240 in convertible notes, outstanding. Since David Lazar was appointed as the Custodian of the Company on December 9, 2021 (see Note 1) he has extended interest free demand notes to the Company to fund operations. These loans have been classified as related party loans on the Company’s balance sheets. As of March 31, 2022 and December 31, 2021 these loans amounted to $69,031 and $10,243.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company did not 0 have any contractual commitments as of March 31, 2022 and December 31, 2021.

NOTE 7 – SUBSEQUENT EVENTS

On April 11, 2022 in return for the management services provided by Mr. Lazar, as the Company’s sole employee and executive officer, and in consideration of providing the Company its strategic plan and only source of liquidity, all 10,000,000 shares of Series A Preferred Stock was awarded to Custodian Ventures in return for a reduction of $10,000 of Mr. Lazar’s loan.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s future plans for the Company, our liquidity and ability to raise capital, our business strategy, and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans, and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.

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 the ongoing impact of the coronavirus pandemic and its negative effect on the U.S. and global economies, and our lack of an operating history and revenue. Further information on the risk factors affecting our business is contained in “Risk Factors” of our annual report on Form 10-K/A for the fiscal year ended December 31, 2021 filed with Securities and Exchange Commission on March 1, 2022. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events, or otherwise.

Organizational History of the Company and Overview

Zenosense, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008.

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 31^st.

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.

Plan of Operation

The Company has no operations from a continuing business other than expenditures related to running the Company 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.

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 that 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 a merger with, an entity that desires access to the U.S. capital markets.

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.

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.

Liquidity and Capital Resources

We have $-0- cash on hand as of March 31, 2022 and will be dependent upon loans from our principal shareholder to remain operational.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. 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 March 31, 2022.

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 March 31, 2022, 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of any pending or threatened legal actions against the Company.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Zenosense Inc.

Dated: April 20, 2022	By:	/s/ David Lazar
		David Lazar
		Chief Executive Officer
		(Principal Executive Officer)

ZENOSENSE, INC. 10-Q