Zenosense (ZENO) 10-Q 10 Nov 14 2014 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 06, 2014
Document And Entity Information	'	'
Entity Registrant Name	'Zenosense, Inc.	'
Entity Central Index Key	'0001458581	'
Document Type	'10-Q	'
Document Period End Date	30-Sep-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	49,615,297
Document Fiscal Period Focus	'Q3	'
Document Fiscal Year Focus	'2014	'

Balance_Sheets

Balance Sheets (USD $)	Sep. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	$108,240	$26,778
Prepaid expense	'	76,699
Total assets	108,240	103,477
Current liabilities:	'	'
Accounts payable and accrued expense	9,163	18,634
Accounts payable and accrued expense - related party	6,211	440
Advances	2,598	2,598
Notes payable to related party	1,675	1,675
Tota liabilities	19,647	23,347
Stockholders Equity:	'	'
Common stock, $0.001 par value, 500,000,000 shares authorized, 49,615,297 and 48,038,212 shares issued and outstanding, respectively.	49,615	48,038
Additional paid in capital	1,005,270	582,247
Accumulated deficit	-966,292	-550,155
Total stockholders equity (deficit)	88,593	80,130
Total liabilities and stockholders equity (deficit)	$108,240	$103,477

Balance_Sheets_Parenthetical

Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	49,615,297	48,038,212

Statements_of_Operations

Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Expense	'	'	'	'
Research and development	$52,681	'	$282,778	'
General and administrative	45,734	6,572	133,196	23,101
Total expenses	98,415	6,572	415,974	23,101
Loss from operations	-98,415	-6,572	-415,974	-23,101
Interest expense	-73	-21	-163	-63
Total other expenses	-73	-21	-163	-63
Net loss	($98,488)	($6,593)	($416,137)	($23,164)
Net loss per common share:	'	'	'	'
Basic and diluted	$0	$0	($0.01)	$0
Weighted average common shares outstanding:	'	'	'	'
Basic and diluted	48,814,474	30,000,000	48,544,011	30,000,000

Statements_of_Cash_Flows

Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Operating activities	'	'
Net loss	($416,137)	($23,164)
Changes in operating assets and liabilities:	'	'
Prepaid expense	76,699	'
Accounts payable and accrued expense	-9,471	56
Accounts payable and accrued expense,related party	5,871	'
Cash used in operating activities	-343,038	-23,108
Financing activities	'	'
Proceeds from sale of common stock	411,500	'
Proceeds from note payable	13,000	'
Proceeds from advances from a third party	'	23,108
Cash provided by financing activities	424,500	23,108
Net increase (decrease) in cash	81,462	'
Cash and cash equivalent, beginning of period	26,778	'
Cash and cash equivalent, end of period	108,240	'
Supplemental disclosure of cash flow information	'	'
Cash paid for income taxes	'	'
Cash paid for interest	'	'
Non-cash investing and financing activities:	'	'
Conversion of note payable and accrued interest into common stock	$13,100	'

Note_1_Nature_of_Operations

Note 1 - Nature of Operations	9 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Note 1 - Nature of Operations	'
	1.           Nature of operations
	Zenosense, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008, for the purpose of acquiring and developing mineral properties. The Company's mineral rights agreement was terminated on May 15, 2013, and as a result, the Company was no longer a pre-exploration stage company.
	On October 1, 2013, because the Company had abandoned its mineral properties development business plan, it accordingly reclassified the mineral development component of operations as discontinued operations.
	On November 22, 2013, the Company filed a certificate of amendment to with the State of Nevada and (1) changed its name from “Braeden Valley Mines, Inc.” to “Zenosense, Inc.” and (2) effected an increase in the Company’s authorized shares from 50,000,000 to 500,000,000, with par value of $0.001 per share.
	Effective December 4, 2013, the Company entered into a development and exclusive license agreement, as amended (“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 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 2014 and July 2014 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, respectively.

Note_2_Basis_of_Presentation

Note 2 - Basis of Presentation	9 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Note 2 - Basis of Presentation	'
	2.           Basis of presentation
	The accompanying unaudited interim financial statements of Zenosense, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2013, as reported in Form 10-K, have been omitted.

Note_3_Going_Concern

Note 3 - Going Concern	9 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Note 3 - Going Concern	'
	3.           Going Concern
	The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2014, the Company had not yet achieved profitable operations, had accumulated losses of $966,292 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
	The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through short-term borrowings, advances and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses.  Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for the next fiscal year.  However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operations, or if obtained, upon terms favorable to the Company.

Note_4_Summary_of_Significant_

Note 4 - Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Note 4 - Summary of Significant Accounting Policies	'
	4. Summary of Significant Accounting Policies
	Use of estimates
	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	Reclassifications
	Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation.
	Cash and cash equivalents
	Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with an original maturity of ninety days or less. The Company has not experienced any losses on its deposits of cash and cash equivalents.
	Research and development
	Research and development costs are expensed as incurred.
	Income taxes
	Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
	Loss per common share
	Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
	Recently Adopted Accounting Standards
	In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.

Note_5_Notes_Payable

Note 5 - Notes Payable	9 Months Ended
	Sep. 30, 2014
Notes to Financial Statements	'
Note 5 - Notes Payable	'
	5.           Notes Payable
	On September 30, 2008, Zenosense received $1,675 pursuant to a promissory note with the former President of the Company.  The note is unsecured, bears interest at 5% per annum and is due on demand.  At September 30, 2014 and December 31, 2013, the Company owed $1,675 and $1,675, respectively, to the former President of the Company for this promissory note.  At September 30, 2014 and December 31, 2013, the Company owed interest of $503 and $440, respectively, in connection with this promissory note.
	The Company also entered into a Demand Promissory Note with a principal amount of $13,000 on June 3, 2014.  The note is unsecured and bears interest at 5% per annum and is due on demand.  The principal and accrued interest of $13,100 was converted into 67,500 shares of common stock on July 28, 2014 and the note was extinguished.

Note_6_Common_Stock

Note 6 - Common Stock	9 Months Ended
	Sep. 30, 2014
Equity [Abstract]	'
Note 6 - Common Stock	'
	6.           Common Stock
	In February 2014, the Company issued 423,529 shares of common stock to an investor for cash proceeds of $180,000.
	On April 8, 2014, a third party purchased 55,556 shares of the Company’s common stock for cash proceeds of $25,000. The third party also committed to purchase an additional 900,000 shares of Company’s common stock in four tranches for an aggregate purchase price of $450,000, subject to certain conditions.
	On July 28, 2014, the loan from a third party investor, in the principal amount of $13,000, and the accrued interest of $100 was converted into 67,500 shares of our common stock. The shares were issued as restricted stock, pursuant to an exemption from registration under the federal securities laws.
	On July 28, 2014, the Company entered into a Securities Purchase Agreement under which the investor committed to purchase an aggregate of 1,370,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $274,000.  The initial purchase of shares was made on July 28, 2014 for 357,000 shares for a purchase price of $71,500. Two additional purchase installments were made in August and September..  Each installment was for 337,500 shares at a purchase price of $67,500 per installment. The shares when issued are pursuant to an exemption from registration under the federal securities laws.

Note_7_Commitments

Note 7 - Commitments	9 Months Ended
	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]	'
Note 7 - Commitments	'
	7.           Commitments
	On December 4, 2013, the Company entered into the License Agreement with Sgenia Industrial S.L. and its subsidiaries, Sgenia Soluciones S.L and ZENON Biosystem S.L (collectively, “Sgenia”) for the development of an MRSA/SA detection device and cancer detective device and other improvements and variations to the devices (the “Sgenia Products”), to be based on the Sgenia sensory technology. Pursuant to the License Agreement, the Company will have 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 Company entered into amendments (the “Amendments”) to the License Agreement to modify and extend the Sgenia Products to include a lung cancer product and change the product development schedule and the research funding budget to accommodate the additional lung cancer product as well as the continuation of the development of the MRSA product. Additionally, the development stage objectives and milestones were modified to reflect the current state of development of each of the Sgenia Products.
	Under the License Agreement, the Company is funding the development of the Sgenia Products pursuant to a research and development plan proposed by Sgenia and accepted by the Company. The funding will be provided on an advance basis, per month, based on agreed development stages. In return, the Company will have the exclusive right to manufacture, formulate, package, market and sell the Sgenia Products world-wide, for 40 years, subject to a limitation on the inclusion of Spain in the territory. All intellectual property developed by Sgenia at any time during the term related to manufacturing, formulating and/or packaging process shall be shared ownership and licensed to the Company on a royalty-free basis. Sgenia will also supply to the Company, at a negotiated price based on quantity, all of the requirements for the integrated circuits on microchips that are necessary for the operation of the Sgenia Products. Sgenia and the Company will also work together to research and develop the Sgenia Products and establish written plans and reviewing committees for the management of the overall development project and commercialization of the Sgenia Products.
	The Company’s funding of the MRSA product development was limited to an initial approved budget of $1,256,438, of which $526,846 was advanced by the Company.  As a result of the Amendment of July 2014, the current revised and approved aggregate budget for research and development of the Sgenia Products is approximately $1,411,000, of which $579,527 has been advanced (including the amounts advanced under the prior budget) as of September 30, 2014.  For the remainder of 2014 and 2015, as of September 30, 2014, the Company is committed to advancing $1,358,319 in research and development funds under the revised and approved budget subject to Sgenia meeting certain milestones.  The aggregate of the advances paid by the Company are recorded as research and development expenses. During the three month period ended September 30, 2014, no amounts were advanced under the terms of the License Agreement and the budget. The budget may be changed by mutual agreement from time to time.
	In addition to providing the development funding, the Company will also pay royalties for completed sales of the Sgenia Products, payable 60 days after each fiscal quarter of the Company (the “Royalties”). The Royalties will be 20% of net sales, which is calculated based on gross sales of the device and the installation and training for the Sgenia Products, less various expenses, including manufacturing, components acquired from Sgenia, commissions, refunds and discounts and sales taxes. If the Sgenia Products are sold by Sgenia in Spain for original use in Spain, then the Royalties on those sales will be reduced. The Company also has the right to sublicense to other parties throughout the world, except in Spain if and when, if at all, Sgenia seeks to act as the distributor in that territory.
	The Company has the option to fund the development of future proposed products based on the Sgenia intellectual property, and if funded the Company will obtain the right to manufacture, market and sell the resulting devices.

Note_8_Related_Party

Note 8 - Related Party	9 Months Ended
	Sep. 30, 2014
Related Party Transactions [Abstract]	'
Note 10 - Related Party	'
	8.           Related Party
	On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company will obtain his services as the Chief Executive Officer of the Company.  Mr. Gil will receive a base salary and additional compensation equal to 10% of the net sales generated from the License Agreement.   During the three and nine months ended September 30, 2014, the Company recorded $17,945 and $58,097, respectively, of general and administrative expenses related to amounts paid/owed to Ksego Engineering S.L. for services rendered by Mr. Gil. As of September 30, 2014, the Company owes Mr. Gil $5,708.  No additional compensation based on net sales has been earned to date.

Note_9_Subsequent_Events

Note 9 - Subsequent Events	9 Months Ended
	Sep. 30, 2014
Subsequent Events [Abstract]	'
Note 9 - Subsequent Events	'
	9.           Subsequent Events
	The Company has reviewed events subsequent to this report and has no items to report.

Note_4_Summary_of_Significant_1

Note 4 - Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2014
Accounting Policies [Abstract]	'
Use of Estimates	'
	Use of estimates
	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications	'
	Reclassifications
	Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation.
Cash and cash equivalents	'
	Cash and cash equivalents
	Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with an original maturity of ninety days or less. The Company has not experienced any losses on its deposits of cash and cash equivalents.
Research and development	'
	Research and development
	Research and development costs are expensed as incurred.
Income Taxes	'
	Income taxes
	Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Loss per common share	'
	Loss per common share
	Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
Recently Adopted Accounting Standards	'
	Recently Adopted Accounting Standards
	In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 for the reporting period ended June 30, 2014.

Note_1_Nature_of_Operations_De

Note 1 - Nature of Operations (Details Narrative) (USD $)	Nov. 22, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Authorized shares, pre-increase	50,000,000
Authorized shares post-increase	500,000,000
Par value per share	$0.00

Note_3_Going_Concern_Details_N

Note 3 - Going Concern (Details Narrative) (USD $)	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Accumulated Losses	$966,292

Note_4_Summary_of_Significant_2

Note 4 - Summary of Significant Accounting Policies (Details Narrative)	Sep. 30, 2014
Accounting Policies [Abstract]	'
Term of Maturity, in days, short term investments	90

Note_5_Note_Payable_Details_Na

Note 5 - Note Payable (Details Narrative) (USD $)	Sep. 30, 2014	Jul. 28, 2014	Jun. 03, 2014	Dec. 31, 2013	Sep. 30, 2008
Notes to Financial Statements	'	'	'	'	'
Proceeds, demand promissory note	'	'	'	'	$1,675
Interest rate, note payable	'	'	5.00%	'	5.00%
Accrued interest on note payable to related party	503	'	'	440	'
Due to Former President on note payable	1,675	'	'	1,675	'
Principal amount, demand promissory note	'	'	13,000	'	'
Principal and accrued interest, demand note	'	$13,100	'	'	'
Shares issued on debt conversion	'	67,500	'	'	'

Note_6_Common_Stock_Details_Na

Note 6 - Common Stock (Details Narrative) (USD $)	Jul. 28, 2014	Apr. 08, 2014	Feb. 12, 2014
Equity [Abstract]	'	'	'
Shares issued	'	'	423,529
Value, Shares issued for cash	'	'	$180,000
Shares purchased	'	55,556	'
Cash proceeds	'	25,000	'
Shares committed for purchase	'	900,000	'
Aggregate purchase price	'	450,000	'
Loan from third party investor	13,000	'	'
Accrued interest	100	'	'
Shares issued on debt conversion	67,500	'	'
Aggregate shares for purchase under SPA	1,370,000	'	'
Par value, per share	$0.00	'	'
Aggregate purchase price	274,000	'	'
Initial shares purchased	357,000	'	'
Purchase price, initial shares purchased	71,500	'	'
Number of installments, additional purchases	3	'	'
Shares for purchase each installment	337,500	'	'
Purchase price per installment	$67,500	'	'

Note_7_Commitments_Details_Nar

Note 7 - Commitments (Details Narrative) (USD $)	Sep. 30, 2014	Dec. 04, 2013
Commitments and Contingencies Disclosure [Abstract]	'	'
Term of license, years	'	40
Aggregate initial product development budget	'	$1,256,438
Product development, expensed as research and development under initial budget	526,846	'
Aggregate revised product development budget	1,411,000	'
Product development, expensed as research and development under revised budget	579,527	'
Product development payments, 2014 and 2015	$1,358,319	'
Number of days after each fiscal quarter for payment of Royalties	60	'
Royalty percentage payable on net sales	0.2	'

Note_8_Related_Party_Details_N

Note 8 - Related Party (Details Narrative) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Dec. 05, 2013
Ksego Engineering S.L.	'	'	'
Term of service agreement, years	'	'	1
Additional compensation, percent of net sales from license agreement	'	10.00%	'
Amounts paid or owed for services rendered, Mr. Gil	$17,945	$58,097	'
Amount due to Mr. Gil	$5,708	$5,708	'