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EX-31.1 - CERTIFICATION - J.E.M. CAPITAL, INC.zosn_ex311.htm


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

Form 10-Q
 
(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number: 333-179130
 
ZOSANO, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
46-0525801
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
34790 Ardentech Court Fremont, CA
 
94555
(Address of principal executive offices)
 
(Zip Code)

(510) 745-1200
Registrant’s telephone number, including area code

(Former address, if changed since last report)
 
(Former fiscal year, if changed since last report)

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 7, 2014, there were 10,027,000 shares of common stock, $0.0001 par value per share, issued and outstanding.
 


 
 

 
ZOSANO, INC.
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION   3  
         
ITEM 1
Financial Statements
    3  
           
ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    11  
           
ITEM 3
Quantitative and Qualitative Disclosures About Market Risk
    15  
           
ITEM 4
Controls and Procedures
    15  
           
PART II – OTHER INFORMATION     16  
           
ITEM 1
Legal Proceedings
    16  
           
ITEM 1A
Risk Factors
    16  
           
ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
    16  
           
ITEM 3
Defaults Upon Senior Securities
    16  
           
ITEM 4
Mine Safety Disclosures
    16  
           
ITEM 5
Other Information
    16  
           
ITEM 6
Exhibits
    17  
 
 
2

 

PART I – FINANCIAL INFORMATION

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1 Financial Statements

The unaudited condensed financial statements of registrant for the three and six months ended June 30, 2014 and 2013 follow. The condensed financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.
 
3

 
 
ZOSANO, INC.
(A DEVELOPMENT STAGE COMPANY)
 
INDEX TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2014
 
Condensed Financial Statements
       
 
       
Condensed Balance Sheets as of June 30, 2014 and December 31, 2013
   
5
 
 
       
Condensed Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2014 and 2013, and Cumulative from Inception
   
6
 
 
       
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013, and Cumulative from Inception
   
7
 
 
       
Notes to Condensed Financial Statements
   
8
 

 
4

 

ZOSANO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
AS OF JUNE 30, 2014 AND DECEMBER 31, 2013

   
June 30,
   
December 31,
 
   
2014
   
2013
 
   
(Unaudited)
   
(Audited)
 
ASSETS
Current assets:
           
Cash and cash equivalents
  $ -     $ -  
Total current assets
    -       -  
                 
Total assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
               
Accounts payable and accrued expenses
  $ 2,000     $ 2,051  
Related parties payable
    -       2,000  
Total current liabilities
    2,000       4,051  
                 
Stockholders' equity:
               
Common stock
    1,003       1,003  
Additional paid-in capital
    86,012       58,326  
Deficit accumulated during development stage
    (89,015 )     (63,380 )
Total stockholders' equity
    (2,000 )     (4,051 )
                 
Total liabilities and stockholders' equity
  $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
ZOSANO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 14, 2011)
THROUGH JUNE 30, 2014

   
Three Months Ended June 30,
   
Six Months Ended June 30,
   
From
 
   
2014
   
2013
   
2014
   
2013
   
Inception
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Operating expense:
                             
General and administrative
  $ 3,580     $ 4,473     $ 25,635     $ 7,613     $ 89,015  
Total operating expense
    3,580       4,473       25,635       7,613       89,015  
Loss from operations
    (3,580 )     (4,473 )     (25,635 )     (7,613 )     (89,015 )
Net loss
  $ (3,580 )   $ (4,473 )   $ (25,635 )   $ (7,613 )   $ (89,015 )
                                         
Comprehensive loss
  $ (3,580 )   $ (4,473 )   $ (25,635 )   $ (7,613 )   $ (89,015 )
                                         
Net loss per common share - basic and diluted
  $ (0.00 )   $ (0.45 )*   $ (0.00 )   $ (0.76 )*        
Weighted average number of common shares outstanding - basic and diluted
    10,027,000       10,027 *     10,027,000       10,027 *        
 
*  Post-reverse stock split.
 
The accompanying notes are an integral part of these financial statements.
 
 
6

 
 
ZOSANO, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013,
AND CUMULATIVE FROM INCEPTION (SEPTEMBER 14, 2011)
THROUGH JUNE 30, 2014

               
Cumulative
 
   
Six Months Ended June 30,
   
From
 
   
2014
   
2013
   
Inception
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
Operating activities:
                 
Net loss
  $ (25,635 )   $ (7,613 )   $ (89,015 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
                       
Accounts payable and accrued liabilities
    (51 )     908       2,000  
Related parties payable
    (2,000 )     -       -  
Net cash used in operating activities
    (27,686 )     (6,705 )     (87,015 )
                         
Investing activities:
                       
Cash provided by investing activities
    -       -       -  
Net cash provided by investing activities
    -       -       -  
                         
Financing activities:
                       
Proceeds from issuance of common stock
    -       -       421,592  
Dividend paid to investors
    -       -       (365,000 )
Additional investment through settlement of obligations
    27,686       -       30,423  
Net cash provided by financing activities
    27,686       -       87,015  
                         
Net (decrease) increase in cash
    -       (6,705 )     -  
Cash - Beginning of period
    -       15,367       -  
Cash - End of period
  $ -     $ 8,662     $ -  
                         
Supplemental disclosure:
                       
Cash paid during the period for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
7

 
 
ZOSANO, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2014

1. Organization
 
Nature of Operations

Zosano, Inc. (the Company) is in the development stage and has limited operations. The Company was incorporated under the laws of the State of Delaware on September 14, 2011.

Acquisition by Zosano Pharma

On October 31, 2013, the Company entered into a Stock Purchase Agreement (the Purchase Agreement) with Zosano Pharma Corporation (formerly known as ZP Holdings, Inc.), a Delaware corporation (Zosano Pharma), pursuant to which the Company issued and sold to Zosano Pharma 10,016,973 shares of the Company common stock, $0.0001 par value, for an aggregate cash purchase price of $365,000.

As a result of the issuance and sale of the Company’s common stock to Zosano Pharma pursuant to the Purchase Agreement, a change in control of the Company occurred in which Zosano Pharma acquired control of the Company. Immediately following the change in control transaction, 10,027,000 shares of the Company’s Common Stock were issued and outstanding. The 10,016,973 shares of common stock issued and sold to Zosano Pharma pursuant to the Purchase Agreement represent approximately 99.9% of the Company’s issued and outstanding common stock.

Liquidity and Business Risks

The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of June 30, 2014, the cash resources of the Company were insufficient to continue to conduct its normal business operations. The Company is dependent on Zosano Pharma, its majority stockholder, to pay its expenses. The accompanying 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 possible inability of the Company to pay its expenses as they become due.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP) and with the instructions for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. These interim condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission (SEC).

 
8

 
 
Unaudited Interim Financial Information

The accompanying interim condensed financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The year-end condensed balance sheet data was derived from audited financial statements, but does not contain all disclosures required by U.S. GAAP. The condensed results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period.

Certain amounts in the condensed consolidated financial statements have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

The Company considers all cash on hand, checking account not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
 
Fair Value Measurements

The carrying values of certain financial instruments of the Company, such as cash and cash equivalents, accounts payable and accrued liabilities, and related parties payable approximate fair value due to their relatively short maturities.

Revenue

The Company is in the development stage and has yet to generate revenue from operations.

Net Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for all periods reported.

3. Development Stage Activities and Going Concern

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenues to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of June 30, 2014, the cash resources of the Company were insufficient to continue to conduct its normal business operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying 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 possible inability of the Company to continue as a going concern.

 
9

 
 
4. General and Administrative Expenses

Since inception, the Company has been engaged in developmental stage activities related to the setup and formation of the company. The following summarizes the type of expenses incurred:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30, 2014
   
Cumulative From
 
   
2014
   
2013
   
2014
   
2013
   
Inception
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
General and administrative expense:
                             
Professional fees
  $ 2,815     $ 3,500     $ 22,615     $ 5,800     $ 66,949  
Consulting fees
    -       -       -       -       3,350  
Filing fees
    765       808       1,730       1,603       13,212  
Franchise tax expense
    -       -       1,200       -       2,525  
Travel     -       -       -       -       1,207  
Other     -       165       90       210       1,772  
Total general and administrative expense
  $ 3,580     $ 4,473     $ 25,635       7,613     $ 89,015  

5. Stockholders’ Equity

Preferred Stock

In September 2013, the Company adopted an amended and restated certificate of incorporation by which the Company is authorized to issue 5,000,000 shares of preferred stock with a $0.0001 par value. As of June 30, 2014, there were no shares of preferred stock issued or outstanding.

Common Stock, Stock Split and Dividend

At inception, the Company adopted a certificate of incorporation by which the Company is authorized to issue 150,000,000 shares of common stock with a $0.0001 par value. In September 2011, the Company issued 1,700,000 shares of common stock to its directors of the Company at a price of $0.012 per share, for a $20,400 subscription receivable. Payments of the subscription were fully received in December 2011.

In January 2012, the Company commenced a capital formation activity by filing a Registration Statement on Form S-1 to register and sell in a self-directed offering 800,000 shares of newly issued common stock at an offering price of $0.15 per share for proceeds of up to $120,000. On May 31, 2012, the Company completed the offering and issued 304,613 shares of common stock pursuant to the Registration Statement on Form S-1 for proceeds of $45,661. Offering costs of $9,500 related to this capital formation activity were charged against the capital raised.

In September 2013, the Company adopted an amended and restated certificate of incorporation by which the Company is authorized to issue 195,000,000 shares of common stock with a $0.0001 par value, which amended and restated certificate of incorporation went effective on October 21, 2013. As of December 31, 2013, 10,027,000 shares of common stock were issued and outstanding.

In anticipation of the acquisition of the Company’s common stock by Zosano Pharma and on October 21, 2013, the Company completed a 1-for-200 reverse stock split. As a result, existing stockholders held an aggregate of 10,027 shares on a post-split basis. All share and per share amounts have been retroactively restated for the effect of this split.

On October 31, 2013, the Company issued 10,016,973 shares of common stock to Zosano Pharma Corporation in exchange for an aggregate cash purchase price of $365,000. Concurrently with the receipt of the proceeds from the sale of its common stock to Zosano Pharma Corporation, the Company declared a dividend of the purchase price owed by the Company, to its stockholders of record immediately prior to the closing of the purchase transaction.

The Company did not have any dilutive securities, such as stock options, warrants, and rights, issued or outstanding for all periods reported.

6. Related Party Transactions
 
The Company's director provided rent-free office space to the Company from inception through the completion of the acquisition by Zosano Pharma Corporation on October 31, 2013. From October 31, 2013 through June 30, 2014, the Company operates in the same facility as Zosano Pharma Corporation, its parent company.

Since the acquisition by Zosano Pharma Corporation, all of the Company’s expenses have been paid by Zosano Pharma, Inc., a wholly owned subsidiary of Zosano Pharma Corporation, which has enabled the Company to continue to pay its expenses as they become due.

 
10

 

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis of Financial Conditions and Results of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Quarterly Report on Form 10-Q and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We were incorporated on September 14, 2011 in Delaware as “Eco Planet Corp.” Until October 31, 2013, our business plan was to offer on-line, bundles of products (“kits”) by theme for home and small business owners: Energy-Efficiency, Renewable Energy, Water Conservation, Green Cleaning and Green Office. We had planned for the products comprising the kits, as well as the kits themselves, to be relatively small, inexpensive and simple to install, and to include items such as LED light bulbs, faucet/showerhead aerators, electricity monitors and water tank insulation blankets.

On October 21, 2013, we effected a 1-for-200 reverse stock split of our common stock, $0.0001 par value per share (the “Common Stock”), and changed our name to “Zosano, Inc.” On October 31, 2013, we entered into a Stock Purchase Agreement with Zosano Pharma Corporation pursuant to which we issued and sold 10,016,973 shares of Common Stock (the “Shares”) to Zosano Pharma Corporation As a result of our issuance and sale of the Shares to Zosano Pharma Corporation, a change in control of the Company occurred and Zosano Pharma Corporation became the owner of 99.9% of our outstanding Common Stock. However, as a result of the change in control on October 31, 2013, we appointed new officers and directors and have a new business plan. Our current business plan is to seek to identify a privately held operating company desiring to become a publicly held company by merging with us through a reverse merger or acquisition. We are a shell company as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) and a development stage company. As a shell company, we have no operations and assets. Although we have no operations and assets, we believe our current reporting status under the Exchange Act, as well as our stockholder base, make us an attractive merger or acquisition candidate to a privately held company seeking to become publicly quoted.

 
11

 

Results of Operations for Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

Summary of Results of Operations

   
Three Months Ended June 30,
   
Period from September
14, 2011
(Inception) to
 
   
2014
   
2013
   
June 30, 2014
 
                         
Revenue
  $ -     $ -     $ -  
                         
Operating expenses:
                       
                         
General and administrative
    3,580       4,473       89,015  
Total operating expenses
    3,580       4,473       89,015  
                         
Operating loss
    (3,580 )     (4,473 )     (89,015 )
                         
Net (Loss)
  $ (3,580 )   $ (4,473 )   $ (89,015 )

Revenue

For the three months ended June 30, 2014 and 2013, and since our inception, we have not generated any revenues. We do not plan on generating any revenues before we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction we do not know when, or if, we will generate revenue as that will be in the control of the private company that merges with us.

Operating expenses

During the three months ended June 30, 2014 and June 30, 2013, our operating expenses were $3,580 and $4,473, respectively, with all of our operating expenses being general and administrative expenses, primarily professional fees related to us being a public company. We anticipate our operating expenses will be approximately $25,000-$35,000 per year until such time as we successfully merge with a private company.

Net loss

Net loss for the three months ended June 30, 2014 and June 30, 2013, totaled $3,580 and $4,473, respectively, relating entirely to our operating expenses for both periods. We will continue to operate at a net loss until we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction we do not know when, or if, we will operate at a net profit as that will be in the control of the private company that merges with us. We anticipate our net loss will primarily consist of our operating expenses until such time as we successfully merge with a private company.
 
 
12

 
 
Results of Operations for Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

Summary of Results of Operations

   
Six Months Ended June 30,
   
Period from September
14, 2011
(Inception) to
 
   
2014
   
2013
   
June 30, 2014
 
                         
Revenue
  $ -     $ -     $ -  
                         
Operating expenses:
                       
                         
General and administrative
    25,635       7,613       89,015  
Total operating expenses
    25,635       7,613       89,015  
                         
Operating loss
    (25,635 )     (7,613 )     (89,015 )
                         
Net (Loss)
  $ (25,635 )   $ (7,613 )   $ (89,015 )

Revenue

For the six months ended June 30, 2014 and 2013, and since our inception, we have not generated any revenues. We do not plan on generating any revenues before we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction we do not know when, or if, we will generate revenue as that will be in the control of the private company that merges with us.

Operating expenses

During the six months ended June 30, 2014 and June 30, 2013, our operating expenses were $25,635 and $7,613, respectively, with all of our operating expenses being general and administrative expenses, primarily professional fees related to us being a public company. We anticipate our operating expenses will be approximately $25,000-$35,000 per year until such time as we successfully merge with a private company.

Net loss

Net loss for the six months ended June 30, 2014 and June 30, 2013, totaled $25,635 and $7,613, respectively, relating entirely to our operating expenses for both periods. We will continue to operate at a net loss until we merge with a privately-held operating company desiring to become a publicly-held company. After a successful merger transaction we do not know when, or if, we will operate at a net profit as that will be in the control of the private company that merges with us. We anticipate our net loss will primarily consist of our operating expenses until such time as we successfully merge with a private company.
 
 
13

 

Liquidity and Capital Resources for the Six Months Ended June 30, 2014 and 2013

Introduction

During the six months ended June 30, 2014 and 2013, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of June 30, 2014 was $0 and our monthly cash flow burn rate is minimal due to our lack of operations. Our current cash needs are being satisfied by Zosano Pharma Corporation, our majority shareholder. We do not believe we will be able to satisfy our cash needs internally until we consummate a merger transaction with a private company, and even then there is no assurance we will be able to do so.

Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2014 compared to December 31, 2013, respectively, are as follows:

   
June 30,
2014
   
December 31,
2013
   
Change
 
                   
Cash
  $ -     $ -     $ -  
Total Current Assets
    -       -       -  
Total Assets
    -       -       -  
Total Current Liabilities
    2,000       4,051       2,051  
Total Liabilities
  $ 2,000     $ 4,051     $ 2,051  

Assets and Liabilities

We had no assets as of June 30, 2014. We had liabilities totaling $2,000 as of June 30, 2014, which consisted of accounts payable and accrued expenses of $2,000.

Stockholders’ Deficit

Stockholders’ deficit was ($2,000) as of June 30, 2014. Stockholder’s deficit consisted primarily of deficit accumulated during our development stage of ($89,015), offset by common stock of $1,003 and additional paid in capital of $86,012. .

Sources and Uses of Cash

Overall, we had no change in cash in the six months ending June 30, 2014, but we did have ($27,686) of net cash used in operating activities, and $27,686 in net cash provided by financing activities.

Cash Flows from Operating Activities – For the six months ending June 30, 2014, our net cash used in operations was ($27,686) compared to net cash used in operations of ($6,705) for the six months ending June 30, 2013. As of June 30, 2014, we had no cash assets. Cash flow from operating activities consisted of our net loss of ($25,635) and adjustments to reconcile net loss to net cash provided by (used in) operating activities of ($2,000) for related parties payables and ($51) for accounts payable and accrued liabilities.

Cash Flows from Investing Activities – We did not have any cash flows from investing activities during the six months ended June 30, 2014 or 2013.

Cash Flows from Financing Activities – For the six months ended June 30, 2014, we had $27,686 in net cash provided by financing activities, compared to $0 for the six months ended June 30, 2013. Our cash flows from financing activities during the six months ended June 30, 2014 all related to additional investment through settlement of obligations.

 
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Development Stage Company

We are a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. We are still devoting substantially all of our efforts on establishing the business. All losses accumulated since inception have been considered as part of our development stage activities.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide information pertaining to this Item.

ITEM 4 Controls and Procedures

(a) Evaluation of Disclosure Controls Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

As of June 30, 2014, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. We also do not have an audit committee. Based on the evaluation described above, and as a result, in part, of not having an audit committee and having one individual serve as our chief executive officer and principal financial officer, we have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were ineffective.

(b) Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

(c) Officer’s Certifications

Appearing as an exhibit to this Quarterly Report on Form 10-Q are “Certifications” of our principal executive and financial officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Quarterly Report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 
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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings
 
There have been no events which are required to be reported under this Item.
 
However, in the ordinary course of business, we may from time to time become involved in certain legal proceedings. The litigation process is inherently uncertain and it is possible that the resolution of any such matters might have a material adverse effect upon our financial condition and/or results of operations.

ITEM 1A Risk Factors
 
As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
 
There have been no events which are required to be reported under this Item.

ITEM 3 Defaults Upon Senior Securities
 
There have been no events which are required to be reported under this Item.

ITEM 4 Mine Safety Disclosures
 
There have been no events which are required to be reported under this Item.

ITEM 5 Other Information
 
There have been no events which are required to be reported under this Item.

 
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ITEM 6 Exhibits
 
Item No.
 
Description
     
3.1 (1)
 
Certificate of Incorporation of Eco Planet Corp.
     
3.2 (2)
 
Amended and Restated Certificate of Incorporation of Zosano, Inc.
     
3.3 (2)
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc.
     
3.4 (2)
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc.
     
3.5 (2)
 
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Zosano, Inc.
     
3.6 (1)
 
Bylaws of Zosano, Inc.
     
10.1 (2)
 
Stock Purchase Agreement dated as of October 31, 2013 by and between Zosano, Inc. and ZP Holdings, Inc.
     
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of President (principal executive officer) (filed herewith).
     
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Treasurer (principal financial officer) (filed herewith).
     
32.1
 
Section 1350 Certification of President (principal executive officer) (filed herewith).
     
32.2
 
Section 1350 Certification of Treasurer (principal financial officer) (filed herewith).
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)  
Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on January 23, 2012.
(2)  
Incorporated by reference from our Current Report on Form 8-K, filed with the Commission on November 6, 2013.

 
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SIGNATURES

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


 
Zosano, Inc.
 
       
Dated: August 12, 2014
By:
/s/ Vikram Lamba
 
   
Vikram Lamba
 
   
President
 
 
 
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