Zenosense, Inc (fka ZENO) (ZENO)

[Gnarlyman]

I didn’t pull it, need an acct in Nevada for that.

[moonapehodl]

Can you link me to the Affidavit of Publication filed 4/6 in NevadaAffidavit of Publication filed 4/6 in Nevada?

[Gnarlyman]

Looks like Lazar has this one wrapped up soon. Affidavit of Publication filed 4/6 in Nevada. Is the proof of claim period over? $ZENO

[Gnarlyman]

Proof of Claims period ends this Week per SEC filing. $ZENO might get some news next week. Maybe.

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006152/zenosense_ex99-1.htm

[times3]

Certainly

[Hi_Lo]

Looks like Lazar is getting things done!

[times3]

Looks like buying action today

[varjim]

.04 with 32 million shares=gift?

[varjim]

Open shell=low Float?

[varjim]

Could this be the next TCRI ?

[times3]

Yes I’m aware

[Enterprising Investor]

Filings will allow retail investors to continue buying shares.

Rule 15c2-11 requires broker-dealers to review key, basic issuer information before initiating or resuming quotations for the issuer’s security in the OTC market.

https://www.sec.gov/news/press-release/2020-212

[Enterprising Investor]

Zenosense, Inc. (USOTC: ZENO) has filed financial reports with the SEC covering 3/31/19 through 9/30/21 (3/16/22)

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006166/zenosen-mar2019_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006167/zenosen-june2019_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006169/zenosen_10k.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006170/zenosen-mar2020_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006171/zenosen-june2020_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006172/zenosen-sep2020_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006173/zenosen-mar2021_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006174/zenosen-june2021_10q.htm

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006175/zenosen-sep2021_10q.htm

[times3]

It appears several filings have been posted to get up to date

[Enterprising Investor]

Custodian Ventures, LLC the entity previously granted custodianship of Zenosense, Inc. in Clark County, Nevada, Case Number: A-21-843440-B, filed a motion to require proofs of claim from any claimants and creditors of the Company (3/16/22)

Such motion was granted with the requirement that Custodian give notice to the claimants and creditors of the Company in multiple manners, including by causing the Company to file a Current Report on Form 8-K with a copy of this order and the Proof of Claim form attached thereto. Therefore, notice of proofs of claims is hereby provided. The Order Requiring Proofs of Claim is attached hereto as Exhibit 99.1.

https://www.sec.gov/Archives/edgar/data/1458581/000182912622006152/zenosense_ex99-1.htm

[81vette]

looking good,up,up,up,fly my pretty lol

[Hi_Lo]

Care to explain this statement?:

The company last filed in 2018.

The company filed a 10Q on 1/26/2022 for period end date of 12/31/2021 (and again yesterday).

https://www.otcmarkets.com/stock/ZENO/disclosure

Again, I'll let people draw their own conclusions.

[Hi_Lo]

Everything is back on track with ZENO and from the language in the filing Lazar plans on putting s lot of his resources in this ticker for what he's known for - a reverse merger.

Respondent has undertaken to prepare and file the periodic reports that the Division alleges have not been filed and intends to devote significant resources to satisfying its reporting obligations.

[janice shell]

It's what he did. We'll see if it works.

[Hi_Lo]

Respondent has undertaken to prepare and file the periodic reports that the Division alleges have not been filed and intends to devote significant resources to satisfying its reporting obligations.

That's exactly what I said Lazar would do as opposed to what you were insinuating.

[janice shell]

The company responded on 18 February:

Respondent has undertaken to prepare and file the periodic reports that the Division alleges have not been filed and intends to devote significant resources to satisfying its reporting obligations. Therefore, the hearing officer should not revoke Respondent’s registration pursuant to 12(j) of the Securities Exchange Act of 1934. See In the Matter of Phlo Corporation, James B. Hovis, and Anne P. Hovis, Administrative Proceeding File 3-11909 (March 30, 2007) (SEC Release No. 55562); In the matter of E-Smart Technologies, Inc., Administrative Proceeding File No. 3- 10977 (October 12, 2004) (SEC Release No. 50514).

https://www.sec.gov/litigation/apdocuments/3-20743-2022-02-18-respondents-answer.pdf

There's been no response to that from the SEC or from that ALJ.

[Hi_Lo]

Lazar filed a 10-K/A yesterday.

https://www.otcmarkets.com/stock/ZENO/disclosure

It's way past the hearing date. ZENO had to respond 10 days after the notice was issued on February 9th (Lazar had to respond by February 19th). ZENO hasn't been delisted or revoked so my guess is that Lazar and the SEC came to an agreement to get ZENO's missing 10-K and 10-Q's current.

So it seems this has been resolved as opposed to what some here made people think.

[81vette]

yesterdays surprise buying changed the chart to bulls are back

[times3]

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 [phone]

[81vette]

file some papers,show up for a hearing and sign an agreement,just another day of custodianship

[81vette]

filings out,merger soon is the buzz

[Hi_Lo]

The company last filed in 2018.

That's false. The company filed a 10Q on 1/26/2022 for period end date of 12/31/2021.

https://www.otcmarkets.com/stock/ZENO/disclosure

READ THE FILINGS!

Why do you make false statements which can easily be proven wrong?

People following this board can draw their own conclusions.

[Hi_Lo]

Lazar will do what it takes to keep ZENO pink current.

He became ZENO's custodian (which is the most difficult step to accomplish) on December 9, 2021 and filed the 10K on January 26th (which is less than a month ago). He just needs time for his accountants to bring all the 10Qs and 10Ks up to date which should be soon.

Lazar wouldn't have taken all the time, money and effort (including hiring lawyers, accountants and dealing with custodianship court hearings) to simply abandon the company. Even if this gets delisted while he updates the 10Qs and 10Ks (which would be the worst case scenario), Lazar can re-enlist the ticker after he files everything that's needed to maintain SEC compliance.

Some are taking advantage by making this sound ominous when in fact it isn't.

[janice shell]

It isn't just missing Qs. It also needs to file its Ks for fiscal 2018, 2019, and 2020.

https://www.sec.gov/cgi-bin/browse-edgar?CIK=0001458581&owner=exclude

[janice shell]

Spend a few hours looking for a case in which missing filings were supplied for a delinquent filer facing revocation, and the SEC said, "Sure, fine," and went away.

The time for a delinquent company to try to negotiate compliance is when it receives a delinquency letter. But that did not happen with ZENO, probably because it was an abandoned shell:

As discussed in more detail above, the Respondent is delinquent in its periodic filings with the Commission, has repeatedly failed to meet its obligation to file timely periodic reports, and failed to heed a delinquency letter sent to it by the Division of Corporation Finance requesting compliance with its periodic filing obligations or, through its failure to maintain a valid address on file with the Commission as required by Commission rules, did not receive such letter.

https://www.sec.gov/litigation/admin/2022/34-94209.pdf

I'm surprised Lazar didn't deal with this when he easily could have. Usually, when a shell vendor takes over an abandoned shell that's an SEC filer, the first thing he does upon being granted custodianship is to file a Form 15 with the SEC to relieve the company of its filing obligations.

I wonder why he didn't do that with ZENO. Did he perhaps think the nw Rule 15c2-11 would create more, rather than fewer, problems for the shell if he did?

[Hi_Lo]

And Lazar still has time to file the missing quarterly reports.

All this is semantics.

Bottom line - Lazar will most likely file the missing quarterly reports, keep the custodianship, bring in a company for a reverse merger and the stock price increases dramatically.

[janice shell]

Oh, and by the way... Those hearings almost never happen. As I said, usually the parties settle.

[janice shell]

It is an:

ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING

Some administrative actions drag on forever. The are open cases:

https://www.sec.gov/litigation/apdocuments/ap-open-fileno-asc.xml

Click on the case number and you can see all the filings.

[janice shell]

The hearing is part of the administrative proceeding. The object of the proceeding is to determine whether ZENO's registration should be revoked.

[Hi_Lo]

The SEC administrative proceeding is to give Lazar a chance to reply to the allegations.

No. That's what the hearing's for

The upcoming hearing is part of the SEC administrative proceeding. It's right there when you open the pdf. Read the notice:

https://www.sec.gov/litigation/admin/2022/34-94209.pdf

ORDER INSTITUTING
ADMINISTRATIVE PROCEEDINGS
AND NOTICE OF HEARING
PURSUANT TO SECTION 12(j) OF
THE SECURITIES EXCHANGE ACT
OF 1934

Wow! SMH

[janice shell]

You may find this board interesting:

https://investorshub.advfn.com/Sec-Suspensions-Amp-Revocations-25334

[janice shell]

The SEC administrative proceeding is to give Lazar a chance to reply to the allegations.

No. That's what the hearing's for. But most companies in this situation that haven't actually been abandoned get in touch with the SEC, and, as I said before, the SEC encourages them to settle.

So we'll see what Lazar decides to do.

And although you say that the SEC doesn't care that the missing quarterly reports are from before Lazar took custodianship, that hasn't been established yet.

He is correct. The SEC doesn't care who's in charge of the company, any more than it cares what the company does, if it does anything at all. In this context, it cares only about the issuer's obligation to make periodic financial reports, pursuant to the Securities Exchange Act of 1934.

If you want an example that goes back many years, there's Telynx. One of the people involved was the Penny King, a nutty Hungarian called Gabor Acs. He's a con artist by trade, and so were all the other people involved with Telynx, though they were not on the same side.

The SEC initiated an administrative proceeding to revoke registration in December 2006. By that time, the Telynx shell had been sold to a very gullible person who claimed he didn't even know it had reporting requirements. Did the SEC give a toss?

Of course not. It revoked registration on 7 February, 2007:

https://www.sec.gov/litigation/admin/2007/34-55250.pdf

[PennyStaIker]

Thanks, I will look into this more. If it just involves some new filings and minimal fees, I feel Lazar is more likely to respond and follow through since he’s already invested so much in getting custodianship and bringing the shell current.

[Hi_Lo]

The SEC will suggest to Lazar that he accept revocation of registration. If he wants the shell to continue as a public company, he'll have to file a Form 10 to reregister its stock.

That's a worst case scenario. And not a big deal if it does happen. I already said that even if this goes to EM it doesn't concern me at all.

Lazar keeps control of the company for a reverse merger in the near future.

[janice shell]

I was asking about the SEC proceedings as there is nothing in the order that states they will be cancelled if he files the missing reports. It just states that there are missing reports and that he should respond regarding the court proceedings.

Exactly. The only thing the OIP requires of the company is that it respond. If it doesn't--many abandoned shells don't--it will be found in default.

[PennyStaIker]

I’m not sure what your problem is, we are on the same side here. ZENO is a great shell with a fantastic share structure and I want it to have the most lucrative merger possible. I have accumulated a decent position in this stock and am asking questions that any reasonable trader should ask and should be discussed on this board. This is not my first Lazar play, I generally like his lower float shells and made a lot of money bc of him, especially with HRAA. That’s why I’m here at all.

My asking other traders if they’ve ever owned a shell that has had to go through this SEC process after going current is not spreading fear, it’s being prudent. I want to be informed to protect myself and there’s nothing wrong with that. I hope you are right that Lazar will just move forward relatively unimpeded. You clearly don’t know how these SEC court proceedings actually work any more than I do, but you are making no attempt to actually find out and attacking me for doing so. I just want to be prepared for whatever lies ahead whether it be positive or negative.

I have never changed my “profile.” I’m not sure what you even mean by that.

[janice shell]

What will happen is this: The SEC will suggest to Lazar that he accept revocation of registration. If he wants the shell to continue as a public company, he'll have to file a Form 10 to reregister its stock.

That is how it always works nowadays. Many companies tell shareholders they plan to reregister, but not all that many actually do it.

[Hi_Lo]

https://www.sec.gov/litigation/admin/2022/34-94209.pdf

In view of the allegations made by the Division of Enforcement, the Commission deems it necessary and appropriate for the protection of investors that public administrative proceedings be instituted to determine:

A. Whether the allegations contained in Section II hereof are true and, in connection therewith, to afford the Respondent an opportunity to establish any defenses to such allegations.

The SEC administrative proceeding is to give Lazar a chance to reply to the allegations. And although you say that the SEC doesn't care that the missing quarterly reports are from before Lazar took custodianship, that hasn't been established yet. Have you spoken to the SEC about this to come to that determination?

Lazar could say he just needs a little more time since he just took custodianship recently and it takes time for his acountants to complete all the missing quarterly reports.

You are already mentioning fines, court proceedings and that Lazar might lose custodianship where NONE OF THAT is even mentioned in the notice of the hearing.

Your post is pure fear mongering innuendo.

[PennyStaIker]

The SEC clearly doesn’t care that the missing reports are from previous management as the order is from after Lazar made his filing to go current. It’s his responsibility now to deal with any detritus left by the old company. I was not asking about the custodianship anyway, I was asking about the SEC proceedings as there is nothing in the order that states they will be cancelled if he files the missing reports. It just states that there are missing reports and that he should respond regarding the court proceedings. It looks like they will be going forward no matter what. I’m just wondering if there might be a fine or some other legal ramification that might cause Lazar to drop the shell, that’s all.

[Hi_Lo]

David Lazar bacame custodian on December 9, 2021. He has already filed an annual report. The missing quarterly reports are from prior management.

I don't think he has to pay any fines if he files them before the court date at the end of next week.

[PennyStaIker]

Surely at this stage there will be some sort of penalty rather than simply uploading the old reports? Will he have to pay a fine? Never been in a shell with this happening so I’m not familiar with the process.

[Hi_Lo]

The SEC has begun a proceeding to revoke registration.

Because of missing quarterly reports that
Lazar will file - not because of irrelevant association you keep harping about.

[nicklendime]

I'm with you. Made tons off lazar plays. Just wish could got in this back at .0006 like old days of the greys.

[Hi_Lo]

If you want to split hairs what you posted isn't true either. I didn't say a "few querterlies." I said "Lazar will file the missing quarterly reports."

So not true.

From the SEC document:

ZENO did not file any periodic reports with the Commission from the time it filed a Form 10-Q for the period ended September 30, 2018 through January 26, 2022, when it filed a Form 10-K for the period ended December 31, 2021, which reported a net loss of $243,674 for the prior twelve months. ZENO has not completed its filings for the period following the period ended September 30, 2018 through the period ended September 30, 2021.

This will be easy for Lazar to do and I'll say it for a third time since you keep missing my point:

I AM NOT CONCERNED AT ALL!

[janice shell]

You said he only needs to catch up with a few quarterlies. Not true.