UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2018
Zenosense, Inc.
(Exact name of registrant as specified in its charter)
 
  Nevada
 
  000-54936
 
  26-3257291
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 
Avda Cortes Valencianas 58, Planta 5
46015 Valencia, Spain
 
  N/A
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: 34 960454202

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

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Item 4.01      Changes in Registrant's Certifying Accountant
 
On August 3, 2018, Zenosense, Inc. (the "Company") accepted the resignation of GBH CPAs, PC ("GBH") and engaged Marcum LLP ("Marcum") as its independent registered public accountants.  This change occurred in connection with GBH, the Company's prior independent public accountants, resigning as a result of GBH combining its practice with Marcum effective July 1, 2018.  The engagement of Marcum has been approved by the Company's Board of Directors.

Pursuant to applicable rules, the Company makes the following additional disclosures:

(a) GBH's reports on the consolidated financial statements of the Company as at and for the fiscal years ended December 31, 2017 and 2016 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports contained explanatory paragraph in respect to uncertainty as to the Company's ability to continue as a going concern.

(b) During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, there were no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to GBH's satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years.  During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.

(c) During the fiscal years ended December 31, 2017 and 2016 and through August 3, 2018, the Company did not consult with Marcum with respect to any matter whatsoever including without limitation with respect to any of (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company's financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided GBH with a copy of the foregoing disclosure and requested that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein.  A copy of such letter, dated August 3, 2018, is filed as Exhibit 16.1 to this Report.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
 
16.1 Letter from GBH CPAs, PC
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
ZENOSENSE, INC.
 
 
Date: August 6, 2018
By:  
/s/Carlos Jose Gil
 
 
 
Carlos Jose Gil,
President and Chief Executive Officer 
 
 
 



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Exhibit 16.1
 
 
United States Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, DC 20549


We have read the statements under Item 4.01 in the Form 8-K dated August 6, 2018, of Zenosense, Inc. (the "Company") to be filed with the Securities and Exchange Commission and we agree with such statements therein as related to our firm.  We have no basis to agree or disagree with the other statements made by the Company in the Form 8-K.
 
Sincerely,
 
/s/GBH CPA's, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
August 3, 2018