Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 04, 2016 | |
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, 2016 | |
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 | 16,677,431 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 7,170 | $ 989 |
Investment in joint venture | 130,000 | |
Prepaid expenses | 4,167 | |
Total current assets | 137,170 | 5,156 |
Current liabilities: | ||
Accounts payable and accrued expenses | 23,160 | 33,850 |
Accounts payable and accrued expenses, related party | 70,572 | 49,951 |
Loan payable | 110,000 | |
Convertible notes, net of discount | 156,831 | |
Stock payable | 67,500 | 67,500 |
Total current liabilities | 318,063 | 261,301 |
Stockholders Equity (Deficit): | ||
Common stock 500,000,000 shares authorized, $0.001 par value, issued and outstanding 16,677,431 and 7,087,919 shares, respectively | 16,677 | 49,615 |
Additional paid in capital | 1,188,208 | 1,005,270 |
Accumulated deficit | (1,385,778) | (1,311,030) |
Total stockholders deficit | (180,893) | (256,145) |
Total liabilities and stockholders deficit | $ 137,170 | $ 5,156 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 16,677,431 | 7,087,919 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Expenses | ||||
General and administrative | 43,861 | 30,227 | 70,467 | 70,241 |
Total expenses | 43,861 | 30,227 | 70,467 | 70,241 |
Loss from operations | (43,861) | (30,227) | (70,467) | (70,241) |
Other expense | ||||
Interest expense | (2,872) | (566) | (4,281) | (1,000) |
Total other expense | (2,872) | (566) | (4,281) | (1,000) |
Net loss | $ (46,733) | $ (30,793) | $ (74,748) | $ (71,241) |
Net loss per common share: | ||||
Basic and diluted | $ 0 | $ (0.02) | $ (0.01) | $ (0.04) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 9,406,253 | 7,087,828 | 8,253,495 | 7,087,828 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Activities | ||
Net loss | $ (74,748) | $ (71,241) |
Adjustment to reconcile to net loss to net cash used in operating activities: | ||
Amortization of debt discount | 1,087 | |
Changes in balances of assets and liabilities: | ||
Prepaid expense | 4,167 | (9,167) |
Accounts payable and accrued expenses | (4,946) | 23,956 |
Accounts payable and accrued expenses, related party | 20,621 | 22,658 |
Cash used in operating activities | (53,819) | (33,794) |
Investing activities | ||
Investment in joint venture | (130,000) | |
Cash used in investing activities | (130,000) | |
Financing activities | ||
Proceeds from loan from third party | 30,000 | |
Proceeds from sales of common stock | 150,000 | |
Proceeds from convertible note payable | 40,000 | |
Cash provided by financing activities | 190,000 | 30,000 |
Net increase (decrease) in cash | 6,181 | (3,794) |
Cash, beginning of period | 989 | 4,423 |
Cash, end of period | 7,170 | 629 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Noncash investing and financing activities: | ||
Beneficial conversion feature | $ 155,744 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 6 Months Ended |
Jun. 30, 2016 | |
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. In May 2013, the Company terminated its mineral development business. 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 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. On June 20, 2016, the Company entered into a joint venture arrangement by way of a Subscription and Shareholders Agreement (MML SSA) with a third party medical detection device developer (Partner) utilizing a joint venture vehicle, MIDS Medical Ltd (MML), a UK Limited company of which the Company owns a 40% interest awarded on July 1, 2016, in exchange for its participation and funding to support MML during a Phase 1 and prospectively during a Phase 2 development of the Partners MIDS universal immunoassay detection technology platform (MIDS). MML will have the right, under license, to use the MIDS Intellectual Property (MIDS IP) during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party. The MIDS technology will incorporate what we believe to be a novel microfluidic strip design, magnetic nanoparticle manipulation and a unique double detection technique using bespoke Hall Effect sensors and a bespoke optical sensor which, when combined, will increase significantly the sensitivity and accuracy of the result. The MIDS technology platform has the potential to be adapted to a vast array of POC immunoassay tests, taking them to a whole new level of accuracy, cost, ease of use and speed of testing: A multi-capability POC device with laboratory gold standard accuracy for testing for conditions such as Chlamydia, prostate, colorectal and other cancers, stroke tests, sports anti-doping tests, Drugs of Abuse, insulin tests, H. Pylori, Inflammatory & Autoimmune disease, Influenza, Legionella, Osteoporosis, Endocrine tests, Respiratory Virus, pneumonia, Blood infections, Streptococcus, Meningitis, Rheumatism, Hepatitis, HIV, Viral tests, and many more. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
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 ended December 31, 2015 filed with the SEC on May 20, 2016. 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, 2015, as reported on Form 10-K, have been omitted. |
Note 3 - Going Concern
Note 3 - Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $1,385,778 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, 2016 | |
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, 2016, 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, 2016 | |
Debt Disclosure [Abstract] | |
Note 5 - Loan payable | 5. Loans Payable On November 2, 2015, four promissory notes previously owed to several third parties (the Prior Notes Investor On March 29, 2016, the Investor gave notice that it demanded repayment of all principal amounts and accrued interest outstanding, due within 90 days of the demand notice. On May 16, 2016 the Investor exchanged the Prior Notes and accrued interest in the amount of $115,744 for new convertible notes. |
Note 6 - Convertible Debt
Note 6 - Convertible Debt | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Note 6 - Convertible Debt | 6. Convertible Debt On April 20, 2016 the Investor agreed to a further loan of $40,000 and the Company issued a convertible note in a principal amount of $40,000 (the April 2016 Note Conversion On May 17, 2016, the Investor agreed to exchange the Prior Notes (see note 5) for two new convertible notes (the May 2016 Notes) under two separate Securities Exchange Agreements which closed on May 17, 2016. One note for the principal amount of $53,197 and the other for the principal amount of $62,547 for a combined aggregate principal amount of $115,744. The May 2016 Notes bear a 5% interest per annum and are due on May 16, 2018. The May 2016 Notes may be prepaid at any time within 90 days of issuance. The May 2016 Notes can be convertible into shares of common stock of the Company at the discretion of the holder, at a price of $0.007 per share subject to a blocker provision that limits the amount issued at any time to 4.99% percent of the outstanding shares of Common Stock. The Company has initially reserved 16,534,857 shares of Common Stock issuable upon the Conversion. At June 30, 2016, the Company had accrued interest of $1,087 in connection with the new notes. The convertible notes contained a beneficial conversion feature with a combined intrinsic value of $155,744 for the three notes. The intrinsic value is based upon the difference between the market price of Zenosenses common stock on the date of issuance and the conversion price of $0.001. The discount is being amortized through interest expense using the straight line method over the term of the notes. For the three and six months ended June 30, 2016, the Company recorded amortization of $1,087 on debt discount. |
Note 7 - Common Stock
Note 7 - Common Stock | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Note 7 - Common Stock | 7. Common Stock On June 6, 2016, the Company entered into a Securities Purchase Agreement (the SPA Investor Under the terms of the SPA; the Investor purchased 9,589,512 shares of the Companys common stock, par value $0.001 per share (the Common Stock Commitment Loans Conversion Amount Conversion Amounts Maturity Date |
Note 8 - Commitments
Note 8 - Commitments | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 8 - Commitments | 8. 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, 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 June 30, 2016. The Company is currently committed to advancing approximately EUR656,000 (approximately $727,000), 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 June 30, 2016. 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. On June 20, 2016 the Company entered into a joint venture arrangement by way of the MML SSA with the Partner utilizing a joint venture vehicle, MML, a UK Limited company under which the Company will own a 40% interest. MML is developing the Partners MIDS universal immunoassay detection technology with an initial focus on a novel POC Cardiac Device with the aim of developing a hand held device to support high sensitivity tests of various cardiac biomarkers to definitively identify or discount AMI, with accuracy equal or better than gold standard laboratory tests, within minutes. The Companys funding of MML is limited to an initial aggregate payment of £450,500 (approximately $580,000) for Phase 1 of which £92,857.14 ($130,000) has already been paid. In addition, The Company may be required to provide the Contingency to be available after March 31, 2017 in an aggregate amount of up to £45,000 (approximately $58,000) to be paid by the Company within 20 days of receiving a written notice from MML. |
Note 9 - Related party
Note 9 - Related party | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Note 9 - Related party transactions | 9. 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, 2016, the Company recorded $30,553 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, 2016, the Company owes Mr. Gil $70,572. No additional compensation based on net sales has been earned to date. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Note 10 - Subsequent Events | 10. Subsequent Events After the close of the stock market on August 3, 2016, the Company effected a 1-for-7 reverse split of its common stock. The reverse stock split was approved by the Companys board of directors. As a result, all common stock share amounts included in this filing have been retroactively adjusted by a factor of seven, and all common stock per share amounts have been increased by a factor of seven, with the exception of our common stock par value. On August12, 2016, the Company amended Mr. Carlos Jose Gils service agreement to include additional compensation equal to 10% of the revenue received by Zenosense, Inc. from MML as a result of any future commercialization of the MIDS project. |
Note 4 - Summary of Significa16
Note 4 - Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
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, 2016, 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) - $ / shares | Jun. 20, 2016 | Jun. 06, 2016 | Nov. 22, 2013 |
Accounting Policies [Abstract] | |||
Authorized shares, pre-increase | 50,000,000 | ||
Authorized shares post-increase | 500,000,000 | ||
Par value per share | $ 0.001 | $ 0.001 | |
Percent interest in joint venture, MDS Medical Ltd. | 40.00% |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details Narrative) | Jun. 30, 2016USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Losses | $ 1,385,778 |
Note 5 - Loans payable (Details
Note 5 - Loans payable (Details Narrative) | May 16, 2016USD ($) | Mar. 29, 2016 | Nov. 02, 2015USD ($) |
Notes Assigned | |||
Notes assigned, value | $ 110,000 | ||
Accrued interest at assignment date | $ 3,647 | ||
Accrued Interest | $ 5,744 | ||
Interest rate | 5.00% | ||
Days from notice of demand for payment of note | 90 | ||
Value, note exchanged for new convertible note | $ 115,744 |
Note 6 - Convertible Debt (Deta
Note 6 - Convertible Debt (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | May 17, 2016 | Apr. 20, 2016 | |
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 | $ 0.007 | |||
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 | 5,714,286 | |||
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 | |||
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 | $ 0.007 | |||
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 | 16,534,857 | |||
Accrued interest, new notes | $ 1,087 | |||
Beneficial conversion feature | $ 155,744 | |||
Terms of beneficial conversion feature | The intrinsic value is based upon the difference between the market price of Zenosenses common stock on the date of issuance and the conversion price of $0.007. The discount is being amortized through interest expense using the straight line method over the term of the notes. | |||
Amortization of debt discount | $ 1,087 |
Note 7 - Common Stock (Details
Note 7 - Common Stock (Details Narrative) - USD ($) | 6 Months Ended | ||||||
Jun. 30, 2016 | Mar. 20, 2017 | Jan. 20, 2017 | Nov. 20, 2016 | Sep. 20, 2016 | Jun. 06, 2016 | Nov. 22, 2013 | |
Terms of SPA | |||||||
Shares purchased | 9,589,512 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Purchase Price | $ 150,000 | ||||||
Total additional commitment from Investor | $ 640,000 | ||||||
Number of investment tranches | 4 | ||||||
Amount for subsequent investment and amount | $ 120,000 | $ 170,000 | $ 170,000 | $ 180,000 | $ 180,000 | ||
Interest rate | 10.00% | ||||||
Term of loans, years | 4 | ||||||
Terms of conversion | The Company may, at any time prior to the Maturity Date, prepay any unconverted amount of each respective Commitment Loan in full or in part. The Investor may, at any time prior to the Maturity Date of each respective Commitment Loan, convert any or all of the Conversion Amounts into Common Stock at the lower of either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10 day VWAP provided that any such conversion is not at a price of less than $0.035 per share (subject to adjustment). In either scenario the total number of shares of Common Stock issued on conversion may not cause the total beneficial ownership by the Investor and its affiliates to exceed 4.99% of the outstanding shares of Common Stock. | ||||||
Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock. | 499.00% | ||||||
Price per share, conversion of each loan into stock on maturity date | $ 0.07 |
Note 8 - Commitments (Details N
Note 8 - Commitments (Details Narrative) | Mar. 31, 2017USD ($) | Mar. 31, 2017GBP (£) | Jun. 30, 2016USD ($) | Jun. 30, 2016GBP (£) | Jun. 20, 2016USD ($) | Jun. 20, 2016GBP (£) | Dec. 04, 2013USD ($) |
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 | ||||||
Amount committed to advance, USD | $ 727,000 | ||||||
Number of days after each fiscal quarter for payment of Royalties | 60 | 60 | |||||
Royalty percentage payable on net sales | 0.20 | 0.20 | |||||
MML | |||||||
Percent interest in joint venture, MDS Medical Ltd. | 40.00% | 40.00% | |||||
Company funding to MML - GBP | £ | £ 450,500 | ||||||
Company funding to MML - equivalent USD | $ 580,000 | ||||||
Amount paid, GBP | £ | £ 92,857 | ||||||
Amount paid, USD | $ 130,000 | ||||||
Contingency required on 20 days written notice, GBP | £ | £ 45,000 | ||||||
Contingency required on 20 days written notice, USD | $ 58,000 |
Note 9 - Related party (Details
Note 9 - Related party (Details Narrative) | 6 Months Ended | |
Jun. 30, 2016USD ($) | 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, in period | $ 30,553 | |
Amount due to Mr. Gil | $ 70,572 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Narrative) | 6 Months Ended | |
Jun. 30, 2016 | Aug. 12, 2016 | |
Subsequent Events [Abstract] | ||
Terms of reverse split | After the close of the stock market on August 3, 2016, the Company effected a 1-for-7 reverse split of its common stock. The reverse stock split was approved by the Companys board of directors. | |
Compensation added to Mr. Gil's service agreement, percent revenue generated from MML | 10.00% |