Item 1.01 Entry into a Material Definitive Agreement
On September 27, 2022, Custodian Ventures LLC, the stockholder of the Series A
Preferred Stock of Zenosense, Inc. (the "Company") and Gold Box Group entered
into a stock purchase agreement (the "Stock Purchase Agreement"), pursuant to
which Custodian Ventures LLC sold all of the 10,000,000 shares Series A
Preferred Stock (the "Shares") it owned to Gold Box Group. The Shares accounted
for approximately 94% of the Company's outstanding shares on a fully diluted
basis, assuming the Shares were fully converted to common stock of 500,000,000
shares.
The description of the Stock Purchase Agreement in this current report is
summary only and is qualified in its entirety by the terms of the Stock Purchase
Agreement which is attached hereto as exhibit 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTEMTN OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
Effective September 28, 2022, Mr. David Lazar resigned from all his officer
positions, as the President, CEO, Treasurer, CFO, Secretary and sole Board
member of the Company. On the same day, the Board of Directors appointed Ms.
Ying Wang as the Chairman, Ms. Ruirui Xu as an executive director, Mr. Ping Xu
as an independent director, Mr. Zhongjian Hu as the CEO and Mr. Dong Wei as the
CFO, effective immediately.
Ms. Ying Wang has worked in the financial securities industry for more than 15
years, and has rich social contacts and related resources in banks, brokerage
firms, insurance companies, and enterprises. Ms. Wang has worked as executive
director in Sichuan Joseph (Industry) Co., Ltd. since June 2013. She obtained
bachelor's degree from the Department of Economic Management of Sichuan Normal
University.
Ms. Ruirui Xu has worked in the financial industry for more than 10 years and
has rich financial professional knowledge and compliance risk control
experience. Ms. Xu has worked as Financial Manager in Sichuan Huatai Spot
Management Co., Ltd. since November 2019. From April 2014 to November 2019, she
worked at Ping An Bank as Internal Control Manager. Ms. Xu obtained bachelor's
degree from the Law Department of Sichuan Normal University.
Mr. Ping Xu has rich experience in enterprise management and operation. He has
worked as general manager in Sichuan Huatai Yise Information Co., Ltd. since May
2016. From June 1989 to May 2000, he worked as assistant to the president of
ICBC Sichuan Branch. From June 2000 to May 2016, he was the director of the
logistics department, and general manager of ICBC Chengdu Pujiang Shuxiu Hotel.
Mr. Xu obtained bachelor's degree from the Department of Enterprise Management
of Sichuan University.
Mr. Zhongjian Hu worked as project manager in Chengdu Aixinlong Construction
Co., Ltd. from December 2018 to December 2021, and has worked as project manager
in Sichuan Huatai Spot Market Management Co., Ltd. since December 2021. He has
participated in the development and construction of various engineering
projects, and has rich experience in project management and operation. Mr. Zhang
obtained bachelor's degree from the Law Department of Sichuan Normal University.
Mr. Dong Wei has 27 years of experience in securities brokerage, investment
consulting, asset management, investment banking, compliance risk control, fund
management. He has worked in Sichuan Huatai Spot Market Management Co., Ltd.
since December 2019. From December 2018 to June 2019, he worked at Industrial
Securities Sichuan Branch as General Manager of Direct Sales Department. Mr. Wei
obtained bachelor's degree from the Department of Social Work and Management in
the Higher Education Examination of Sichuan Normal University.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
10.1 Stock Purchase Agreement dated September 27, 2022 by and between
Custodian Ventures LLC and Gold Box Group.
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