Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Zenosense, Inc. | |
Entity Central Index Key | 1,458,581 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
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 | 49,614,797 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 629 | $ 4,423 |
Prepaid expenses | 9,167 | |
Total current assets | 9,796 | $ 4,423 |
Total assets | 9,796 | 4,423 |
Current liabilities: | ||
Accounts payable and accrued expenses | 41,374 | 17,418 |
Accounts payable and accrued expenses, related party | 28,103 | 5,445 |
Loan payable | 50,000 | 20,000 |
Stock payable | 67,500 | 67,500 |
Total current liabilities | 186,977 | 110,363 |
Stockholders Equity (Deficit): | ||
Common stock 500,000,000 shares authorized, $0.001 par value, 49,614,797 shares issued and outstanding, respectively | 49,615 | 49,615 |
Additional paid in capital | 1,005,270 | 1,005,270 |
Accumulated deficit | (1,232,066) | (1,160,825) |
Total stockholders deficit | (177,181) | (105,940) |
Total liabilities and stockholders deficit | $ 9,796 | $ 4,423 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 49,614,797 | 49,614,797 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Expenses | ||||
Research and development | $ 75,515 | $ 230,097 | ||
General and administrative | $ 30,227 | 36,543 | $ 70,241 | 87,462 |
Total expenses | 30,227 | 112,058 | 70,241 | 317,559 |
Loss from operations | (30,227) | (112,058) | (70,241) | (317,559) |
Other expense | ||||
Interest expense | (566) | (69) | (1,000) | (90) |
Total other expense | (566) | (69) | (1,000) | (90) |
Net loss | $ (30,793) | $ (112,127) | $ (71,241) | $ (317,649) |
Net loss per common share: | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding: | ||||
Basic and diluted | 49,614,797 | 48,506,427 | 49,614,797 | 48,404,897 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Activities | ||
Net loss | $ (71,241) | $ (317,649) |
Changes in balances of assets and liabilities: | ||
Prepaid expense | (9,167) | 76,699 |
Accounts payable and accrued expenses | 23,956 | (7,630) |
Accounts payable and accrued expenses, related party | 22,658 | 6,161 |
Cash used in operating activities | (33,794) | $ (242,419) |
Financing activities | ||
Proceeds from loan from third party | $ 30,000 | |
Proceeds from sales of common stock | $ 205,000 | |
Proceeds from note payable | 13,000 | |
Cash provided by financing activities | $ 30,000 | 218,000 |
Net increase (decrease) in cash | (3,794) | (24,419) |
Cash, beginning of period | 4,423 | 26,778 |
Cash, end of period | $ 629 | $ 2,359 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | ||
Cash paid for interest |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [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 Companys 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 (License Agreement) whereby the Company will provide a third party with capital for the development of the sensory technology for a methicillin resistant Staphylococcus aureus / Staphylococcus aureus (MRSA/SA) detection device and other improvements and variations to the products (the Sgenia Products) to be used in the 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 it to cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate a lung cancer product as well as the MRSA/SA product. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Note 2 - Basis of Presentation | 2. Basis of presentation The accompanying unaudited interim consolidated 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 Companys latest Annual Report on Form 10-K for the year ending December 31, 2014 filed with the SEC on April 14, 2015. 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, 2014, as reported on Form 10-K, have been omitted. |
Note 3 - Going Concern
Note 3 - Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015, the Company had not yet achieved profitable operations, had accumulated losses of $1,232,066 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Companys ability to continue as a going concern. The Companys 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 operation, or if obtained, upon terms favorable to the Company. |
Note 4 - Summary of Significant
Note 4 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
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. Subsequent events The Company evaluated all events or transactions that occurred after June 30, 2015, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements. Recently Adopted Accounting Standards The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
Note 5 - Loans payable
Note 5 - Loans payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Note 5 - Loan payable | 5. Loans Payable On December 2, 2014, the Company received $20,000 pursuant to a promissory note from a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At June 30, 2015, the Company accrued interest of $579 in connection with the promissory note. On March 12, 2015, the Company received $20,000 pursuant to a promissory note from a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At June 30, 2015, the Company accrued interest of $337 in connection with the promissory note. On May 22, 2015, the Company received $10,000 pursuant to a promissory note from a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At June 30, 2015, the Company accrued interest of $53 in connection with the promissory note. |
Note 6 - Common Stock
Note 6 - Common Stock | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Note 6 - Common Stock | 6. Common Stock Zenosenses authorized capital consists of 500,000,000 shares of common stock, with par value of $0.001. 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 Companys common stock, 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. On November 11, 2014 the Company received the final installment due under the Securities Purchase Agreement of $67,500 for 337,500 shares of common stock, and as of June 30, 2015 the shares have not been issued. |
Note 7 - Commitments
Note 7 - Commitments | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 7 - Commitments | 7. Commitments In 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 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 three 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 Companys 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 $1,410,940, of which $737,572 has been advanced (including the amounts advanced under the prior budget) as of June 30, 2015. The Company is currently committed to advancing approximately EUR700,000 for research and development 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. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Note 7 - Related party transactions | 8. Related Party Transactions 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 obtains his services as the Chief Executive Officer of the Company. The agreement is now on a month-to-month basis. Mr. Gil receives a base salary and additional compensation equal to 10% of the net sales generated from the License Agreement. During the six months ended June 30, 2015, the Company recorded $29,493 of general and administrative expenses related to amounts paid/owed to Ksego Engineering S.L. for services rendered by Mr. Gil. As of June 30, 2015, the Company owes Mr. Gil $28,103. No additional compensation based on net sales has been earned to date. |
Note 9 - Subsequent events
Note 9 - Subsequent events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Note 9 - Subsequent events | 9. Subsequent Events On July 11, 2015, the Company received $60,000 pursuant to a promissory note from a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. |
Note 4 - Summary of Significa15
Note 4 - Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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. |
Subsequent events | Subsequent events The Company evaluated all events or transactions that occurred after June 30, 2015, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements. |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Narrative) - Nov. 22, 2013 - $ / shares | Total |
Accounting Policies [Abstract] | |
Authorized shares, pre-increase | 50,000,000 |
Authorized shares post-increase | 500,000,000 |
Par value per share | $ 0.001 |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details Narrative) | Jun. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Losses | $ 1,201,273 |
Note 5 - Loans payable (Details
Note 5 - Loans payable (Details Narrative) - USD ($) | Jun. 30, 2015 | May. 22, 2015 | Mar. 12, 2015 | Dec. 02, 2014 |
Note 1 | ||||
Loan proceeds | $ 20,000 | |||
Interest rate | 5.00% | |||
Interest payable | $ 579 | |||
Note 2 | ||||
Loan proceeds | $ 20,000 | |||
Interest rate | 5.00% | |||
Interest payable | 337 | |||
Note 3 | ||||
Loan proceeds | $ 10,000 | |||
Interest rate | 5.00% | |||
Interest payable | $ 53 |
Note 6 - Common Stock (Details
Note 6 - Common Stock (Details Narrative) | Jun. 30, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Nov. 14, 2014USD ($) | Jul. 28, 2014USD ($)shares |
Equity [Abstract] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Aggregate shares for purchase under SPA | 1,370,000 | |||
Aggregate purchase price | $ | $ 274,000 | |||
Initial shares purchased | 357,000 | |||
Purchase price, initial shares purchased | $ | $ 71,500 | |||
Number of installments, additional purchases | 2 | |||
Shares for purchase each installment | 337,500 | |||
Purchase price per installment | $ | $ 67,500 | |||
Final Purchase installment | $ | $ 67,500 | |||
Shares unissued | 337,500 |
Note 7 - Commitments (Details N
Note 7 - Commitments (Details Narrative) | Jun. 30, 2015USD ($) | Dec. 04, 2013USD ($) |
Sgenia Industrial S.L License Agreement | ||
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 | $ 1,410,940 | |
Product development, expensed as research and development under revised budget | 737,572 | |
Amount committed to advance, EUR | $ 700,000 | |
Number of days after each fiscal quarter for payment of Royalties | 60 | |
Royalty percentage payable on net sales | 0.20 |
Note 8 - Related party (Details
Note 8 - Related party (Details Narrative) | 6 Months Ended | |
Jun. 30, 2015USD ($) | 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 | $ 29,493 | |
Amount due to Mr. Gil | $ 28,103 |
Note 9 - Subsequent events (Det
Note 9 - Subsequent events (Details Narrative) - Jul. 11, 2015 - USD ($) | Total |
Subsequent Events [Abstract] | |
Loan proceeds | $ 60,000 |
Interest rate | 5.00% |