Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54936 | ||
Entity Registrant Name | ZENOSENSE, INC. | ||
Entity Central Index Key | 0001458581 | ||
Entity Tax Identification Number | 26-3257291 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1185 Avenue of the Americas | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | 646 | ||
Local Phone Number | 768-8417 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | true | ||
Entity Public Float | $ 670,300 | ||
Entity Common Stock, Shares Outstanding | 31,932,843 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Auditor Firm ID | 5041 |
BALANCE SHEET
BALANCE SHEET | Dec. 31, 2021USD ($) |
Current assets | |
Cash and cash equivalents | |
Total Current Assets | |
Total assets | |
Current Liabilities | |
Accrued payable and accrued liabilities | 980,598 |
Due to former related parties | 108,496 |
Due to related parties | 10,243 |
Convertible notes, net of discount | 425,240 |
Total current liabilities | 1,524,577 |
Total liabilities | 1,524,577 |
Stockholders’ Deficit | |
Common stock, Par Value $0.001, 500,000,000 shares authorized, 31,932,843 shares issued and outstanding as of December 31, 2021 | 31,933 |
Additional paid in capital | 2,226,397 |
Accumulated deficit | (3,782,907) |
Total stockholders’ deficit | (1,524,577) |
Total liabilities and stockholders’ deficit |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | |
Common stock, shares authorized | 500,000,000 | |
Common stock, shares issued | 31,932,843 | 31,932,843 |
Common stock, shares outstanding | 31,932,843 | 31,932,843 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Operating expenses | |
General and administrative expenses | $ 10,243 |
Total operating expenses | 10,243 |
Loss from Operations | (10,243) |
Other income (expenses) | |
Interest expense | (233,431) |
Total other income (expenses), net | (233,431) |
Loss from operations before income taxes | (243,674) |
Income tax expense | |
Net Loss | $ (243,674) |
Weighted average number of ordinary shares | |
Basic and diluted | shares | 23,889,500 |
Earnings per share | |
Basic and diluted | $ / shares | $ (0.01) |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 12 months ended Dec. 31, 2021 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 31,933 | $ 2,226,397 | $ (3,539,233) | $ (1,280,903) |
Beginning balance, shares at Dec. 31, 2020 | 31,932,843 | |||
Net loss | (243,674) | (243,674) | ||
Ending balance, value at Dec. 31, 2021 | $ 31,933 | $ 2,226,397 | $ (3,782,907) | $ (1,524,577) |
Ending balance, shares at Dec. 31, 2021 | 31,932,843 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash Flows From Operating Activities | |
Net loss | $ (243,674) |
Changes in operating assets and liabilities: | |
Accrued payable and accrued liabilities | 233,431 |
Net cash used in operating activities | (10,243) |
Cash Flows From Investing Activities | |
Net cash used in investing activities | |
Cash Flows From Financing Activities | |
Proceeds from related party loans | 10,243 |
Net cash provided by financing activities | 10,243 |
Net (decrease) increase in cash and cash equivalents | |
Cash and cash equivalents, beginning of year | |
Cash and cash equivalents, end of year | |
Supplemental disclosure of cash flow information | |
Cash paid for income tax expense | |
Cash paid for interest expense |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Zenosense, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008. Effective December 4, 2013, the Company entered into a development and exclusive license agreement (“License Agreement”) whereby the Company will provide a third party with capital for the development of sensory technology for a methicillin resistant Staphylococcus aureus / Staphylococcus aureus (“MRSA/SA”) detection device and a cancer detective device and other improvements and variations to the products (the “Sgenia Products”) to be used in the hospital and health care environments, in exchange for a worldwide, exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The License Agreement was modified in April 2015 and July 2015 to extend to additional cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate the lung cancer product as well as MRSA/SA product. On June 20, 2016, the Company entered into a joint venture arrangement by way of a Subscription and Shareholders’ Agreement (“MML SSA”) with a third party medical detection device developer (“Partner”) utilizing a joint venture vehicle, MIDS Medical Ltd (“MML”), a UK Limited company of which the Company owns a 40% interest awarded on July 1, 2016, in exchange for its participation and funding to support MML during a Phase 1 and prospectively during a Phase 2 development of the Partner’s MIDS universal immunoassay detection technology platform (“MIDS”). MML will have the right, under license, to use the MIDS Intellectual Property (“MIDS IP”) during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party. Following an extensive revision to the MIDS core Hall effect sensor electronics during the first half of 2018, MML reported, in June, 2018, that testing had confirmed and had materially improved upon the testing results announced in late 2017, with a near doubling of sensitivity of detection. MML informed the Company that two brands of commercially available paramagnetic assay beads were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270 Dynabeads® (2.8 μm), both of which are thought suitable for a HS troponin assay and have similar paramagnetic characteristics. MML also stated that the MIDS level of detail of both these brands was seen on a reliable, repeatable basis at around 50,000 beads, with good signal linearity (required for accurate assay quantitation) at higher numbers. This number of beads detected at the level of detail is, according to MML, well within the range advised by MML’s assay consultants as suitable for a HS troponin assay. On August 31, 2018, the Company and MML entered into an agreement with an investor for the funding of MML of up to US$ 1,200,000 10.31 The Company has been dormant since November, 2018. The Company’s year-end is December 31 st On December 9, 2021, the Eighth Judicial District Court in Clark County, Nevada Case No: A-21-843440-B appointed Custodian Ventures, managed by David Lazar as the Company’s custodian. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 Codification GAAP 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, 2021 the Company had no Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Recent Accounting Pronouncements There are no recent accounting pronouncements that impact the Company’s operations. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN As of December 31, 2021, the Company had $- 0 243,674 1,524,577 3,782,907 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. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
EQUITY | NOTE 4 – EQUITY Common stock The Company has authorized 500,000,000 0.001 31,932,843 |
RELATED PARTY NOTES PAYABLE, AC
RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES | NOTE 5 – RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES The Company’s court appointed Receiver, Custodian Ventures, LLC has provided interest free demand loans to the Company to help fund operations. As of December 31, 2021 the amounts due to the Custodian Ventures was $ 10,243 Additionally, the Company has $ 980,598 108,496 425,240 233,431 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company did no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“ FASB Codification GAAP |
Principles of consolidation | 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 | 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 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, 2021 the Company had no |
Income taxes | Income taxes The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes” “Accounting for Uncertainty in Income Taxes” The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit. |
Net Loss per Share | Net Loss per 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 | Recent Accounting Pronouncements There are no recent accounting pronouncements that impact the Company’s operations. |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) - M M L [Member] | Aug. 31, 2018USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Investment value | $ 1,200,000 |
Ownership percentage | 10.31% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | Dec. 31, 2021USD ($) |
Cash [Member] | |
Cash and Cash Equivalents [Line Items] | |
Cash on hand | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and cash equivalents | $ 0 |
Net loss | 243,674 |
Negative working capital | 1,524,577 |
Accumulated deficit | $ 3,782,907 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Common Stock, Shares Authorized | 500,000,000 | |
Common stock, per share | $ 0.001 | |
Common stock, shares issued | 31,932,843 | 31,932,843 |
Common stock, shares outstanding | 31,932,843 | 31,932,843 |
RELATED PARTY NOTES PAYABLE, _2
RELATED PARTY NOTES PAYABLE, ACCRUED EXPENSES AND OTHER LIABILITIES (Details Narrative) | Dec. 31, 2021USD ($) |
Related Party Transaction [Line Items] | |
Due to related parties | $ 10,243 |
Accounts payable, and accrued expenses | 980,598 |
Due to former related parties | 108,496 |
Convertible notes | 425,240 |
Accrued interest | 233,431 |
Custodian Ventures [Member] | |
Related Party Transaction [Line Items] | |
Due to related parties | $ 10,243 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | $ 0 |