Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | May. 10, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Zenosense, Inc. | ||
Entity Central Index Key | 1,458,581 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 49,615,297 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash | $ 989 | $ 4,423 |
Prepaid expense | 4,167 | |
Total current assets | 5,156 | $ 4,423 |
Total assets | 5,156 | 4,423 |
Current liabilities: | ||
Accounts payable and accrued expenses | 33,850 | 17,418 |
Accounts payable and accrued expenses, related party | 49,951 | 5,445 |
Loan payable | 110,000 | 20,000 |
Stock payable | 67,500 | 67,500 |
Total current liabilities | 261,301 | 110,363 |
Stockholders Equity (Deficit): | ||
Common stock 500,000,000 shares authorized, $0.001 par value, 49,615,297 shares issued and outstanding. | 49,615 | 49,615 |
Additional paid in capital | 1,005,270 | 1,005,270 |
Accumulated deficit | (1,311,030) | (1,160,825) |
Total stockholders deficit | (256,145) | (105,940) |
Total liabilities and stockholders deficit | $ 5,156 | $ 4,423 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 49,615,297 | 49,615,297 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses | ||
Research and development | $ 32,215 | $ 440,823 |
General and administrative | 114,261 | 169,579 |
Total expenses | 146,476 | 610,402 |
Loss from operations | (146,476) | (610,402) |
Other expense | ||
Interest expense | (3,729) | (268) |
Total other expense | (3,729) | (268) |
Net loss | $ (150,205) | $ (610,670) |
Net loss per common share: | ||
Basic and diluted | $ 0 | $ (0.01) |
Weighted average common shares outstanding: | ||
Basic and diluted | 49,615,297 | 48,825,572 |
Statement of Stockholders (Defi
Statement of Stockholders (Deficit) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, in shares at Dec. 31, 2013 | 48,038,712 | |||
Beginning balance, amount at Dec. 31, 2013 | $ 48,038 | $ 582,247 | $ (550,155) | $ 80,130 |
Common stock issued for debt conversion, shares | 65,500 | |||
Common stock issued for debt conversion, amount | $ 66 | 13,034 | 13,100 | |
Common stock issued for cash, shares | 1,511,085 | |||
Common stock issued for cash, amount | $ 1,511 | 409,989 | 411,500 | |
Net Loss | $ (610,670) | (610,670) | ||
Ending balance, in shares at Dec. 31, 2014 | 49,615,297 | |||
Ending balance, amount at Dec. 31, 2014 | $ 49,615 | 1,005,270 | (1,160,825) | (105,940) |
Net Loss | (159,205) | (150,205) | ||
Ending balance, in shares at Dec. 31, 2015 | 49,615,297 | |||
Ending balance, amount at Dec. 31, 2015 | $ 49,615 | $ 1,005,270 | $ (1,311,030) | $ (256,145) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | ||
Net loss | $ (150,205) | $ (610,670) |
Changes in balances of assets and liabilities: | ||
Prepaid expense | (4,167) | 76,699 |
Accounts payable and accrued expenses | 16,432 | (5,389) |
Accounts payable and accrued expenses, related party | 44,506 | 5,005 |
Cash used in operating activities | (93,434) | (534,355) |
Financing activities | ||
Advances from third parties | $ 90,000 | 20,000 |
Proceeds from issuance of debt | 13,000 | |
Proceeds from sales of common stock | 479,000 | |
Cash provided by financing activities | $ 90,000 | 512,000 |
Net increase (decrease) in cash | (3,434) | (22,355) |
Cash, beginning of period | 4,423 | 26,778 |
Cash, end of period | $ 989 | $ 4,423 |
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 to common stock | $ 13,100 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Note 1 - Nature of Operations | 1. Nature of operations Zenosense, Inc. 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 November 22, 2013, the Company filed a certificate of amendment 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 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 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 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. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 2 - Going Concern | 2. Going concern These 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 its next fiscal year. 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 December 31, 2015, the Company had not yet achieved profitable operations, had accumulated losses of $1,311,030 since its inception, had a working capital deficit of $256,145 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 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Note 3 - Summary of Significant Accounting Policies | 3. 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. 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 December 31, 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 has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 4 - Loans payable
Note 4 - Loans payable | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Note 4 - Loan payable | 4. Loan payable On December 1, 2014, the Company received $20,000 pursuant to a promissory note issued to a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At November 2, 2015, the Company accrued interest of $1,083 in connection with the promissory note. On February 27, 2015, the Company received $20,000 pursuant to a promissory note issued to a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At November 2, 2015, the Company accrued interest of $841 in connection with the promissory note. On May 22, 2015, the Company received $10,000 pursuant to a promissory note issued to a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At November 2, 2015, the Company accrued interest of $299 in connection with the promissory note. On July 11, 2015, the Company received $60,000 pursuant to a promissory note issued to a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At November 2, 2015, the Company accrued interest of $1,422 in connection with the promissory note. On November 2, 2015, the four notes owed by the Company were assigned by the original investor to a new party, which notes (the Notes |
Note 5 - Common stock
Note 5 - Common stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Note 5 - Common stock | 5. Common stock Zenosenses authorized capital consists of 500,000,000 shares of common stock, with par value of $0.001. 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 Companys common stock for cash proceeds of $25,000. The third party also committed to purchase an additional 900,000 shares of Companys 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 65,500 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 Companys 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. On November 11, 2014, the Company received $67,500 for 337,500 shares of common stock. As of December 31, 2015 and 2014 the shares in connection with the final investment have not been issued. |
Note 6 - Commitments
Note 6 - Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 6 - Commitments | 6. 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 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 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, at the date of this report, the revised and approved budget is approximately $1,142,143, of which $769,787 has been advanced (including the amount advanced under the prior budget) as of September 30, 2015. The Company is currently committed to advancing approximately EUR656,000, for research and development under the revised and approved budget, and subject to Sgenia meeting certain milestones. Some of the milestones have not been met as of September 30, 2015. 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 7 - Income taxes
Note 7 - Income taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Note 7 - Income taxes | 7. Income taxes The Company follows ASC subtopic 740-10 for recording the provision for income taxes. ASC 740-10 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Our deferred tax assets consist of the benefit from net operating loss (NOL) carry-forwards. The NOL carry-forwards begin to expire in 2029. At December 31, 2015 and 2014, the Company had net operating loss carry forwards of $1,311,030 and $1,160,825, respectively. The related deferred tax assets of approximately $458,900 and $406,300, respectively, have been fully offset by a valuation allowance. |
Note 8 - Related party
Note 8 - Related party | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Note 8 - 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 year ended December 31, 2015, the Company recorded $59,404 of general and administrative expenses related to amounts paid/owed to Ksego Engineering S.L. for services rendered by Mr. Gil. As of December 31, 2015, the Company owes Mr. Gil $49,951. No additional compensation based on net sales has been earned to date. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Note 9 - Subsequent Events | 9. Subsequent events On March 29, 2016, the Investor holding the Prior Notes gave notice that it demanded repayment of all principal amounts and accrued interest outstanding, due within 90 days of the demand notice. On April 20, 2016 (the Issue Date), Agreement Conversion On May 17, 2016, (the Second Issue Date) Agreements) Second Closing |
Note 3 - Summary of Significa16
Note 3 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. |
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 December 31, 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 has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Narrative) | Nov. 22, 2013$ / sharesshares |
Accounting Policies [Abstract] | |
Authorized shares, pre-increase | 50,000,000 |
Authorized shares post-increase | 500,000,000 |
Par value per share | $ / shares | $ 0.001 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Narrative) | Dec. 31, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Losses | $ 1,311,030 |
Working capital deficit | $ 256,145 |
Note 4 - Loans payable (Details
Note 4 - Loans payable (Details Narrative) - USD ($) | Nov. 02, 2015 | Jul. 11, 2015 | May. 22, 2015 | Feb. 27, 2015 | Dec. 01, 2014 |
Note 1 | |||||
Loan proceeds | $ 20,000 | ||||
Interest rate | 5.00% | ||||
Interest payable | $ 1,083 | ||||
Note 2 | |||||
Loan proceeds | $ 20,000 | ||||
Interest rate | 5.00% | ||||
Interest payable | 841 | ||||
Note 3 | |||||
Loan proceeds | $ 10,000 | ||||
Interest rate | 5.00% | ||||
Interest payable | 299 | ||||
Note 4 | |||||
Loan proceeds | $ 60,000 | ||||
Interest rate | 5.00% | ||||
Interest payable | 1,422 | ||||
Notes assigned to third party, total | $ 110,000 | ||||
Interest rate | 5.00% |
Note 5 - Common stock (Details
Note 5 - Common stock (Details Narrative) | 1 Months Ended | ||||
Feb. 28, 2014USD ($)shares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jul. 28, 2014USD ($)$ / sharesshares | Apr. 08, 2014USD ($)shares | |
Equity [Abstract] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Shares issued for cash | 423,529 | ||||
Value, Shares issued for cash | $ | $ 180,000 | ||||
Common stock, shares issued | 49,615,297 | 49,615,297 | |||
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 | 65,500 | ||||
Aggregate shares for purchase under SPA | 1,370,000 | ||||
Par value, per share | $ / shares | $ 0.001 | ||||
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 6 - Commitments (Details N
Note 6 - Commitments (Details Narrative) | Dec. 31, 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 | 1,142,143 | |
Product development, expensed as research and development under revised budget | 769,787 | |
Amount committed to advance, EUR | $ 656,000 | |
Number of days after each fiscal quarter for payment of Royalties | 60 | |
Royalty percentage payable on net sales | 0.20 |
Note 7 - Income taxes (Details
Note 7 - Income taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
NOL Expires | Jan. 1, 2029 | |
Operating Loss Carryforwards | $ 1,311,030 | $ 1,160,825 |
Deferred Tax Assets | $ 458,900 | $ 406,300 |
Note 8 - Related party (Details
Note 8 - Related party (Details Narrative) | 12 Months Ended | |
Dec. 31, 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 | $ 59,404 | |
Amount due to Mr. Gil | $ 49,951 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details Narrative) | May. 17, 2016USD ($)$ / sharesshares | Apr. 26, 2016USD ($)$ / sharesshares |
Securities Purchase Agreement | ||
Principal value | $ 40,000 | |
Interest rate | 5.00% | |
The Note may be prepaid at any time beginning at the date of the Note was issued and ending after the Issue Date, in days | 90 | |
Conversion price per share | $ / shares | $ 0.001 | |
Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock. | 4.99% | |
Shares initially reserved with respect to SPA | shares | 40,000,000 | |
Exchange of Prior Notes to New Notes | ||
2016 May Note 1 | $ 53,197 | |
2016 May Note 2 | 62,547 | |
Aggregate principal of Note 1 and Note 2 | 115,744 | |
Principal from Prior Notes | 110,000 | |
Accrued interest, Prior Notes | $ 5,744 | |
Interest rate per annum | 5.00% | |
The Note may be prepaid at any time beginning at the date of the Note was issued and ending after the Issue Date, in days | 90 | |
Conversion price per share | $ / shares | $ 0.001 | |
Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock. | 4.99% | |
Shares initially reserved with respect to SPA | shares | 115,744,000 |