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



|         |  |                                                                                                              |  | Page
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | ----
|PART I  
|        
|Item 1.  |  | Business                                                                                                     |  | 1   
|Item 1A. |  | Risk Factors                                                                                                 |  | 3   
|Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 9   
|Item 2.  |  | Properties                                                                                                   |  | 9   
|Item 3.  |  | Legal Proceedings                                                                                            |  | 9   
|Item 4.  |  | Mine Safety Disclosures                                                                                      |  | 9   
|         |  |                                                                                                              |  |     
|PART II 
|        
|Item 5.  |  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 10  
|Item 6.  |  | Selected Financial Data                                                                                      |  | 10  
|Item 7.  |  | Management’s Discussion and Analysis of Financial Conditions and Results of Operations                       |  | 10  
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   |  | 12  
|Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | F-1 
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 13  
|Item 9A. |  | Controls and Procedures                                                                                      |  | 13  
|Item 9B. |  | Other Information                                                                                            |  | 14  
|         |  |                                                                                                              |  |     
|PART III
|        
|Item 10. |  | Directors, Executive Officers, and Corporate Governance                                                      |  | 15  
|Item 11. |  | Executive Compensation                                                                                       |  | 17  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               |  | 18  
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                    |  | 18  
|Item 14. |  | Principal Accounting Fees and Services                                                                       |  | 18  
|         |  |                                                                                                              |  |     
|PART IV 
|        
|Item 15. |  | Exhibits, Financial Statement Schedules                                                                      |  | 19  





i







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-MagTM (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.





1







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.





2







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.





3







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.





4







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.





5







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.





6







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.





7







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.





8







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.





9







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.”





10







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.





11







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.





12







ZENOSENSE, INC.

December 31, 2019 and December 31, 2018



|                                                        | Page
|------------------------------------------------------- | ----
|Consolidated Financial Statements                       |     
|Report of Independent Registered Public Accounting Firm | F-2 
|Balance Sheets                                          | F-3 
|Statements of Operations and Comprehensive Loss         | F-4 
|Statements of Changes in Stockholders’ Equity           | F-5 
|Statements of Cash Flows                                | F-6 
|Notes to Financial Statements                           | F-7 





F-1







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





F-2







|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    |   |              | $
|Due to former related parties                                                                                                                                        |  |              | 108,496    |   |              |  
|Convertible notes, net of discount                                                                                                                                   |  |              | 425,240    |   |              |  
|Total current liabilities                                                                                                                                            |  |              | 1,047,473  |   |              |  
|                                                                                                                                                                     |  |              |            |   |              |  
|Total liabilities                                                                                                                                                    |  |              | 1,047,473  |   |              |  
|                                                                                                                                                                     |  |              |            |   |              |  
|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     |   |              |  
|Additional paid in capital                                                                                                                                           |  |              | 2,226,397  |   |              |  
|Accumulated deficit                                                                                                                                                  |  |              | (3,305,803 | ) |              |  
|Total stockholders’ deficit                                                                                                                                          |  |              | (1,047,473 | ) |              |  
|Total liabilities and stockholders’ deficit                                                                                                                          |  | $            | -          |   |              | $



The accompanying notes are an integral part of these
financial statements





F-3







|ZENOSENSE, INC.        
|-----------------------
|STATEMENT OF OPERATIONS



|                                                                         |  | Year Ended   |            |   | Year Ended   |  
|------------------------------------------------------------------------ |  | ------------ | ---------- | - | ------------ | -
|                                                                         |  | December 31, |            |   | December 31, |  
|                                                                         |  | 2019         |            |   | 2018         |  
|Operating expenses                                                       |  |              |            |   |              |  
|General and administrative expenses                                      |  |              | 127,112    |   |              |  
|Total operating expenses                                                 |  |              | 127,112    |   |              |  
|Loss from Operations                                                     |  |              | (127,112   | ) |              |  
|                                                                         |  |              |            |   |              |  
|Other income (expenses)                                                  |  |              |            |   |              |  
|Interest expense                                                         |  |              | (233,432   | ) |              |  
|Loss in equity method investment                                         |  |              | -          |   |              |  
|Total other income (expenses), net                                       |  |              | (233,432   | ) |              |  
|Loss from operations before income taxes                                 |  |              | (360,544   | ) |              |  
|Income tax expense                                                       |  |              | -          |   |              |  
|Net Loss                                                                 |  | $            | (360,544   | ) |              | $
|                                                                         |  |              |            |   |              |  
|Comprehensive loss                                                       |  |              |            |   |              |  
|Net loss                                                                 |  | $            | (360,544   | ) |              | $
|Other comprehensive income - gain (loss) on foreign currency translation |  |              | -          |   |              |  
|Total comprehensive loss                                                 |  | $            | (360,544   | ) |              | $
|                                                                         |  |              |            |   |              |  
|Weighted average number of ordinary shares                               |  |              |            |   |              |  
|Basic and diluted                                                        |  |              | 31,932,843 |   |              |  
|                                                                         |  |              |            |   |              |  
|Earnings per share                                                       |  |              |            |   |              |  
|Basic and diluted                                                        |  | $            | (0.01      | ) |              | $



The accompanying notes are an integral part of these
financial statements





F-4







|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
|                                     |  |              |            |  |         |   |        |             |  |   |           |  |  |                     |           
|Shares issued for conversion of debt |  |              | 5,670,600  |  |         |   | 5,671  |             |  |   | 52,432    |  |  |                     | -         
|                                     |  |              |            |  |         |   |        |             |  |   |           |  |  |                     |           
|Net loss                             |  |              | -          |  |         |   | -      |             |  |   | -         |  |  |                     | (818,573  
|                                     |  |              |            |  |         |   |        |             |  |   |           |  |  |                     |           
|Balance, December 31, 2018           |  |              | 31,068,136 |  |         | $ | 31,068 |             |  | $ | 2,100,150 |  |  | $                   | (2,945,259



|                               |  | Common
    Stock |            |  | Paid-in |   |        | Accumulated |  |   | Stockholders’
    Equity | 
|------------------------------ |  | ---------------- | ---------- |  | ------- | - | ------ | ----------- |  | - | ------------------------ | 
|                               |  | Shares           |            |  | Value   |   |        | Capital     |  |   | Deficit                  | 
|Balance,
    December 31, 2018 |  |                  | 31,068,136 |  |         | $ | 31,068 |             |  | $ | 2,100,150                | 
|                               |  |                  |            |  |         |   |        |             |  |   |                          | 
|Shares
    issued for services |  |                  | 864,707    |  |         |   | 865    |             |  |   | 126,247                  | 
|                               |  |                  |            |  |         |   |        |             |  |   |                          | 
|Net
    loss                   |  |                  | -          |  |         |   | -      |             |  |   | -                        | 
|                               |  |                  |            |  |         |   |        |             |  |   |                          | 
|Balance,
    December 31, 2019 |  |                  | 31,932,843 |  |         | $ | 31,933 |             |  | $ | 2,226,397                | 





F-5







|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 | ) |                | $
|Adjustments
    to reconcile net income to net cash provided by operating activities: |  |                |          |   |                |  
|Amortization
    of debt discount                                                     |  |                | -        |   |                |  
|Loss
    in equity method investment                                                  |  |                | -        |   |                |  
|Stock
    based compensation                                                          |  |                | 127,112  |   |                |  
|Changes
    in operating assets and liabilities:                                      |  |                |          |   |                |  
|Prepaid
    expense                                                                   |  |                | -        |   |                |  
|Accrued
    payable and accrued liabilities                                           |  |                | 233,432  |   |                |  
|Due
    to former related parties                                                     |  |                | -        |   |                |  
|Net
    cash used in operating activities                                             |  |                | -        |   |                |  
|                                                                                      |  |                |          |   |                |  
|Cash
    Flows From Investing Activities                                              |  |                |          |   |                |  
|Net
    cash used in investing activities                                             |  |                | -        |   |                |  
|                                                                                      |  |                |          |   |                |  
|Cash
    Flows From Financing Activities                                              |  |                |          |   |                |  
|Proceeds
    from convertible notes payable                                           |  |                | -        |   |                |  
|Net
    cash provided by financing activities                                         |  |                | -        |   |                |  
|                                                                                      |  |                |          |   |                |  
|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                                  |  |                |          |   |                |  
|Discount
    on convertible notes related to beneficial conversion feature            |  | $              | -        |   |                | $
|Reclassifying
    accrued interest to principal on convertible notes                  |  | $              | -        |   |                | $
|Shares
    issue on conversion of convertible debt                                    |  | $              | -        |   |                | $



The accompanying notes are an integral part of these
financial statements





F-6







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-MagTM (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.





F-7







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 CodificationTM”
(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.





F-8







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.





F-9







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.





F-10







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.





13







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.





14







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 | 
|Rarus Technologies, Inc. (RARS)              |  | OTCBB       |  | CEO, Director                                  |  | 01   |  | 2018 | 
|DRS, Inc. (DRSX)                             |  |             |  | CEO, Director                                  |  | 07   |  | 2018 | 
|Energenx, Inc. (EENX)                        |  | OTC         |  | CEO                                            |  | 03   |  | 2018 | 
|Melt, Inc. (MLTC)                            |  | OTC         |  | Director                                       |  | 10   |  | 2018 | 
|Nevtah Capital Management Corporation (NTAH) |  | OTC – US    |  | President, Chief Executive Officer & Secretary |  | 03   |  | 2019 | 
|Mediashift, Inc. (MSHFQ)                     |  | OTC         |  | Chairman, President, CEO, CFO & Secretary      |  | 03   |  | 2019 | 
|Sollensys Corp. (SOLS)                       |  | OTC Market  |  | President, CEO, Secretary & Director           |  | 12   |  | 2019 | 
|Foru Holdings, Inc (FORU)                    |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 03   |  | 2020 | 
|Superbox, Inc (SBOX)                         |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 03   |  | 2020 | 
|Petrone Worldwide, Inc (PFWIQ)               |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 03   |  | 2020 | 
|Gushen, Inc (GSHN)                           |  | OTC – US    |  | Chairman, President, CEO, CFO & Secretary      |  | 03   |  | 2020 | 
|Reliance Global Group Inc. (RELI)            |  | OTC         |  | Director                                       |  | 03   |  | 2020 | 
|GHAR, Inc. (GHAR)                            |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 03   |  | 2020 | 
|PhoneBrasil (PHBR)                           |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 08   |  | 2020 | 
|XXStream Entertainment, Inc.                 |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 07   |  | 2020 | 
|Adorbs Inc.                                  |  | N/A         |  | Chairman, President, CEO, CFO & Secretary      |  | 07   |  | 2020 | 
|China Botanic Pharmaceutical, Inc(CBPI)      |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 02   |  | 2021 | 
|C2E Energy Inc. (OOGI)                       |  | OTC Markets |  | Chairman, President, CEO, CFO & Secretary      |  | 02   |  | 2021 | 





15







|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.





16







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.





17







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.





18







PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|31.1    |  | Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act                                                    
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                  
|32.1    |  | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
|        |  |                                                                                                                                                  
|101.INS |  | XBRL Instance Document (furnished herewith)*                                                                                                     
|        |  |                                                                                                                                                  
|101.SCH |  | XBRL Taxonomy Extension Schema Document (furnished herewith)*                                                                                    
|        |  |                                                                                                                                                  
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)*                                                                      
|        |  |                                                                                                                                                  
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)*                                                                       
|        |  |                                                                                                                                                  
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)*                                                                            
|        |  |                                                                                                                                                  
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)*                                                                     





19







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:            
|                          |                



20