Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 12, 2017 | Jun. 29, 2016 | |
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, 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 Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 20,083,381 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 10,271 | $ 989 |
Prepaid expenses | 9,375 | 4,167 |
Investment in equity method joint venture | 249,336 | |
Total current assets | 268,982 | 5,156 |
Current liabilities: | ||
Accounts payable and accrued expenses | 23,691 | 33,850 |
Accounts payable and accrued expenses, related party | 85,671 | 49,951 |
Loan payable | 110,000 | |
Convertible notes, net of discount | 73,319 | |
Stock payable | 67,500 | 67,500 |
Total current liabilities | 250,181 | 261,301 |
Stockholders Equity (Deficit): | ||
Common stock 500,000,000 shares authorized, $0.001 par value, issued and outstanding 16,677,451 and 7,087,919 shares, respectively | 16,677 | 49,615 |
Additional paid in capital | 1,562,516 | 1,005,270 |
Accumulated deficit | (1,560,392) | (1,311,030) |
Total stockholders deficit | 18,801 | (256,145) |
Total liabilities and stockholders deficit | $ 268,982 | $ 5,156 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 16,677,451 | 7,087,919 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses | ||
Research and development expense | 32,215 | |
General and administrative expense | 134,353 | 114,261 |
Total expenses | 134,353 | 146,476 |
Loss from operations | (134,353) | (146,476) |
Other income/(expense) | ||
Interest expense | (71,845) | (3,729) |
Loss in equity method investment | (43,164) | |
Total other expense | (115,009) | (3,729) |
Net loss | $ (249,362) | $ (150,205) |
Net loss per common share: | ||
Basic and diluted | $ (0.02) | $ (0.02) |
Weighted average common shares outstanding: | ||
Basic and diluted | 12,563,806 | 7,087,828 |
Shareholders Equity
Shareholders Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, in shares at Dec. 31, 2014 | 7,087,828 | |||
Beginning balance, amount at Dec. 31, 2014 | $ 7,088 | $ 1,047,798 | $ (1,160,825) | $ (105,940) |
Net Loss | (150,205) | (150,205) | ||
Ending balance, in shares at Dec. 31, 2015 | 7,087,828 | |||
Ending balance, amount at Dec. 31, 2015 | $ 7,088 | 1,047,798 | (1,311,030) | (256,145) |
Shares issued for cash, shares | 9,589,511 | |||
Shares issued for cash, amount | $ 9,590 | 140,410 | 150,000 | |
Beneficial conversion feature of convertible debt | 347,308 | 347,308 | ||
Net Loss | (249,362) | (249,362) | ||
Ending balance, in shares at Dec. 31, 2016 | 16,677,339 | |||
Ending balance, amount at Dec. 31, 2016 | $ 16,678 | $ 1,562,516 | $ (1,560,392) | $ 18,801 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities | ||
Net loss | $ (249,362) | $ (150,205) |
Adjustment to reconcile to net loss to net cash used in operating activities: | ||
Amortization of debt discount | 60,462 | |
Loss in equity method investment | 43,164 | |
Changes in balances of assets and liabilities: | ||
Prepaid expense | (5,208) | (4,167) |
Accounts payable and accrued expenses | (2,994) | 16,432 |
Accounts payable and accrued expenses, related party | 35,720 | 44,506 |
Cash used in operating activities | (118,218) | (93,434) |
Investing activities | ||
Investment in joint venture | (292,500) | |
Cash used in investing activities | (292,500) | |
Financing activities | ||
Proceeds from loan from third party | 90,000 | |
Proceeds from sales of common stock | 150,000 | |
Proceeds from convertible note payable | 270,000 | |
Cash provided by financing activities | 420,000 | 90,000 |
Net increase (decrease) in cash | 9,282 | (3,434) |
Cash, beginning of period | 989 | 4,423 |
Cash, end of period | 10,271 | 989 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Noncash investing and financing activities: | ||
Conversion from loans payable and accrued interest to convertible notes | $ 374,308 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
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 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 (“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 2015 and July 2015 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. 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 Partner’s 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 SSA was modified in September 2016 and January 2017 to amend the amount and timings of certain payments, to reflect the cash requirements of MML. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $1,560,392 since its inception, had a working capital of $18,801 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 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, 2016 | |
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. Equity method accounting for joint venture As of December 31, 2016, the Company has a 40% interest in a joint venture with Bio-AMD UK Holdings Limited by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited (“MML”). The investment in MML is accounted for using the equity method. Subsequent events The Company evaluated all events or transactions that occurred after December 31, 2016 through the date these financial statements were issued for disclosure purposes. Recently adopted accounting standards The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 4 - Equity Method Investme
Note 4 - Equity Method Investment | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Note 4 - Equity Method Investment | 4. Equity Method Investment 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, 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 Partner’s 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 SSA was modified in September 2016 and January 2017 to amend the amount and timings of certain payments, to reflect the cash requirements of MML. During the year ended December 31, 2016, the Company’s equity share of the net losses in MML totaled $43,164, combined with the Company’s investment during the year of $292,500 for a net investment of $249,336 as of December 31, 2016. The summarized balance sheet of MML as of December 31, 2016 is as follows: Current Assets Cash $ 165,334 Prepaid expenses 5,813 171,147 Property and equipment 17,818 Intellectual property 975,000 Total Assets $ 1,163,965 Current Liabilities Accounts payable - trade $ 3,523 Accrued liabilities 18,286 Total Current Liabilities 21,809 Equity Share capital 1,625,000 Subscription receivable (357,500 ) Other comprehensive income (17,433 ) Accumulated deficit (107,911 ) Total equity 1,142,156 Total Equity and Liabilities $ 1,163,965 The summarized statement of operations for MML for the period July 1, 2016 to December 31, 2016 is as follows: Revenue $ – General and administrative expenses 107,911 Net loss $ (107,911 ) |
Note 5 - Loans payable
Note 5 - Loans payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note 5 - Loans payable | 5. 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 July11, 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, these four promissory notes (the “Prior Notes”) were assigned to a new party (the “ On March 29, 2016, the Noteholder gave notice that it demanded repayment of all principal amounts and accrued interest outstanding on the Prior Notes, due within 90 days of the demand notice. No further action was taken in respect of the demand. However, on May 17, 2016, the Noteholder agreed to exchange the Prior Notes and accrued interest then totalling $115,744 for two new convertible notes. |
Note 6 - Convertible Debt
Note 6 - Convertible Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note 6 - Convertible Debt | 6. Convertible Debt On April 20, 2016, the Noteholder agreed to a loan of $40,000, and the Company issued the convertible 2016 April Senior Note in a principal amount of $40,000. The April Senior Note bears interest at 5% per annum and is due on April 19, 2018. The April Senior Note may not be prepaid. As of September 20, 2016, the April Senior Note became 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 of common stock that may be issued at any time to 4.99% of the then outstanding shares of common stock. The Company has initially reserved 5,714,286 shares of Common Stock issuable upon the conversion feature. On May 17, 2016, the Noteholder agreed to exchange the Prior Notes (see Note 5) for two new convertible notes, the May Senior Notes under two separate Securities Exchange Agreements. One note is for the principal amount of $53,197 (the “May $53,197 Senior Note”) and the other for the principal amount of $62,547 (the “$62,547 May Senior Note”), for a combined aggregate principal amount of $115,744. The May Senior Notes bear interest at 5% per annum, are due on May 16, 2018 and may not be prepaid by the Company. The May Senior Notes can be converted 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 of common stock that may be 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 feature. On October 18, 2016, the Noteholder entered into a Debt Purchase and Assignment Agreement (the “Assignment Agreement”) with an accredited investor as defined in Rule 501(a) of the 1933 Securities Act (the “Junior holder”), whereby the Junior holder purchased $42,000 of the principle amount of the $62,547 May Senior Note. Under the terms of the Assignment Agreement; (a) the portion of the $62,547 May Senior Note 2 held by the Junior holder (such portion being referred to as the “Junior Note”) will be subordinate to the portion of the $62,547 May Senior Note held by the Noteholder (such portion being referred to as the “Senior Note”) and all other debt of the Noteholder issued by the Company at all times that the Company has any obligations under the Senior Note or any other debt securities issued to the Noteholder, and all actions requiring permission from the Noteholder as set out in the $62,547 May Senior Note and the Exchange Agreement will remain in place and the Junior Note will be amended to reflect these rights; and (b) the Junior Note will be amended whereby the Junior holder will not be permitted to convert any of the Junior Note into shares of common stock of the Company unless the trading price of the Company’s securities is equal to or greater than $0.15 per share based on the average volume weighted price of the preceding five trading days. On November 1, 2016, after notice from the Noteholder, the Company reissued the $62,547 May Senior Note in the amounts of $42,000 (the “Junior Note”) and $21,968 (which includes the full amount of the interest due through November 1, 2016 on the $62,547 May Senior Note) under two separate new notes. The terms of the $42,000 note were modified to make it subordinate to the note in principal amount of $21.968 (the “November Senior Note), but otherwise the two notes are basically the same and generally carry forward the terms of the May 2016 Notes. On September 29, 2016, the Company issued an unsecured convertible note (the “September 2016 Note”) in the principal amount of $60,000, to the Noteholder in exchange of a loan of $60,000. Under the September 2016 Note, the Company also granted an option to the Noteholder to provide four additional unsecured convertible loans to the Company (the “Option Loans”), in the following amounts: (a) on or before October 31, 2016, an amount of $140,000; (b) on or before November 30, 2016, an amount of $170,000 (c) on or before January 31, 2017, an amount of $180,000; and (d) on or before March 31, 2017, an amount of $100,000. On October 27, 2016, the Noteholder exercised the first Option Loan and Company issued an unsecured note (the “October 2016 Note”) in the principal amount of $140,000, to the Noteholder in exchange of a loan of $140,000. On December 6, 2016, the Company and the holder entered into an amendment to the Note (the “Note Amendment”) reflecting the change in the Phase 1 Payments schedule. The Note Amendment revised the Option Loan schedule and amount and allowed the holder to provide four unsecured convertible loans to the Company (the “New Option Loans”): (a) on December 6, 2016, a Conversion Loan of $30,000; (b) on or before January 31, 2017, a Conversion Loan of $180,000; (c) on or before February 28, 2017, a Conversion Loan of $140,000; and (d) on or before March 31, 2017, a Conversion Loan of $100,000. All other terms and conditions of the New Option Loans are the same as the Option Loans. Simultaneously with the execution of the amendment, the Company issued a New Option Loan in the principal amount of $30,000 (the “December 2016 Note”). See note 11 for the discussion of the Second Note Amendment entered into in February 2017. The terms and conditions of certain commitment loans (see Note 8 below), the Option Loans, the New Option Loans, the September 2016 Note, the October 2016 Note and the December 2016 Note (collectively the “New Loans”) are the same (conversion and floor prices having been adjusted in line with the terms of the commitment loans at the time of the reverse stock split completed on August 4, 2016), and bear an interest rate of 10% per annum, based on a 360 day year, and are due four years from the issuance date (the “Maturity Date”). The Company may, at any time prior to the Maturity Date, prepay any unconverted amount of the New Loans in full or in part. The Noteholder may, at any time prior to the Maturity Date convert any or all of the New Loans into shares of common stock of the Company (the “Common Stock”) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, 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 held by the Investor and its affiliates, or the Noteholder and its affiliates to exceed 4.99% of the outstanding shares of Common Stock. On the Maturity Date of each of the New Loans any outstanding amount shall automatically and mandatorily convert into Common Stock at a price of $0.07 per share (subject to adjustment). The New Loans also contain standard anti-dilution provisions. The Company evaluated the notes to have beneficial conversion features with an intrinsic value exceeding the principal balances. The intrinsic value is based upon the difference between the market price of Zenosense’s common stock on the date of issuance and the conversion price of $0.07. The total discount is being amortized through an interest expense using the interest method over the term of the notes. For the year ended December 31, 2016, the Company recorded amortization of $60,462 the debt discount. The summary of convertible notes payable for the year ended December 31, 2016 is as follows: Principal balances of the convertible notes $ 387,165 Less discount related to beneficial conversion features (374,308 ) Add amortization of debt discount 60,462 Balance at December 31, 2016 $ 73,319 |
Note 7 - Common Stock
Note 7 - Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Note 7 - Common Stock | 7. Common stock Zenosense’s 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 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 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 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. On November 11, 2014, the Company received $67,500 for 337,500 shares of common stock. As of December 31, 2016 and 2015 the shares in connection with the final investment have not been issued. On June 6, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”). The transaction closed on June 8, 2016. On August 3, 2016, the Company implemented a 1-for-7 reverse split of its common stock. All share and per share data in these financial statements and footnotes have been retrospectively adjusted to account for this reverse stock split. Under the terms of the SPA; the Investor purchased 9,589,512 shares of the Company’s common stock, par value $0.001 per share, for a purchase price of $150,000 and a commitment by the Investor to provide a series of unsecured convertible loans (the “Commitment Loans”) in an aggregate loan amount of $640,000, payable in four individual amounts, the first payment due by September 20, 2016, the Noteholder retaining the right of first refusal on the Commitment Loans. The first Commitment Loan was not entered into due to the capital requirements of the Company being less than anticipated, primarily due to lower than expected MML development costs during the quarter, which allowed for an amendment to the MML funding obligations of the Company. Consequently, the Company issued the October 2016 Note in the amount of $60,000 rather than draw upon the Commitment Loans which was provided by the Noteholder. Subsequently the Noteholder has exercised its right to provide a number of loans (see Note 5 above). On September 29, 2016, the Investor, the Company and the Noteholder entered into an amendment to the SPA pursuant to which the Investor, the Noteholder and the Company agreed that should the Noteholder elect to provide the Option Loans, as amended, the Investor will not be required to, or will it be permitted to, provide the Commitment Loans. In the event the Noteholder does not provide the Option Loans, the Investor will be required provide the Commitment Loans in an amended aggregate amount of $580,000, on dates and in amounts to be agreed between the Investor and the Company. |
Note 8 - Commitments
Note 8 - Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 8 - Commitments | 8. Commitments MML Funding Arrangement The Company’s funding of MML was limited to an initial committed aggregate payment of £450,500 (approximately $650,000 at exchange rates prevailing at the time of the MML SSA) for Phase 1 of which $160,000 has been paid. In addition, the Company may be required to provide an additional £45,000 (approximately $55,000 at current exchange rates) to be available after March 31, 2017, payable within 20 days after the Company receives written notice from MML. On September 29, 2016, the MML SSA commitment was amended (the “First Amendment”) to provide for the total amount of $650,000, payable under an amended timetable; all the other provisions of the MML SSA remained in force. Under the First Amendment, the Company had made payments to MML of $130,000 on August 2, 2016 and $30,000 on October 1, 2016. Subsequent payments were amended to be made as follows; (a) on or before October 31, 2016, a payment $110,000, (b) on or before November 30, 2016, a payment of $152,500; (c) on or before January 31, 2017 a payment of $152,500; and (d) on or before March 31, 2017 a payment of $75,000. On December 6, 2016, the MML SSA commitment was amended (the “Second Amendment”) to provide for the total amount of $650,000, payable under an amended timetable; all the other provisions of the MML SSA remained in force. Under the Second Amendment, the Company had made payments to MML of $130,000 on August 2, 2016, $30,000 on October 1, 2016 and $110,000 on October 30, 2016. Subsequent payments were amended to be made as follows; (a) within 10 days of December 6, 2016, a payment of $22,500; (b) on or before January 31, 2017, a payment of $152,500; (c) on or before February 31, 2017, a payment of $130,000; and (d) on or before March 31, 2017, a payment of $75,000. See Note 11 for the discussion of the Third Amendment entered into in January 2017. Sgenia License Agreement 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 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 2015, 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, 2016. 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, 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. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Note 9 - Income Taxes | 9. Income taxes Our deferred tax assets consist of the benefit from net operating loss (“NOL”) carry-forwards. The related deferred tax assets of approximately $546,100 and $458,900, respectively, have been fully offset by a valuation allowance. The NOL carry-forwards begin to expire in 2029. At December 31, 2016 and 2015, the Company had net operating loss carry-forwards of $1,560,392 and $1,311,030, respectively. |
Note 10 - Related party
Note 10 - Related party | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Note 10 - Related party transactions | 10. 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 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. On August 12, 2016, the Company amended Mr. Carlos Jose Gil’service agreement to include additional compensation, if any, to be equal to 10% of the revenue received by Zenosense, Inc. from MML as a result of any future commercialization of the MIDS project. During the year ended December 31, 2016, the Company recorded $61,124 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, 2016, the Company owes Mr. Gil $85,671. No additional compensation based on net sales has been earned to date. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Note 11 - Subsequent Events | 11. Subsequent events On January 31, 2017, the Company entered into an amendment (the “Third Amendment”) to the SSA. MML, with the agreement of the Company, had been exploring a potential enhancement to the MIDS nanoparticle detection method and the development of a “Magnetic Bridge” detection technique, based on the MIDS technology and consequently there had been a surplus of development cash on account with no immediate requirement for additional funding. Under the Third Amendment, subsequent payments were amended to be payable in the following amounts on these dates; (a) on or before March 15, 2017, a payment of $130,000; (b) on or before April 15, 2017, a payment of $152,500; and (d) on or before May 15, 2017, a payment of $75,000. MML has the right to draw down all or part of the earliest of any undrawn Phase 1 Payments in advance of the payment due date, with 14 days advance notice to the Company (the “Accelerated Payment”). All other provisions and terms of the MIDS Agreement and the aggregate amount of the Phase 1 Payments remain the same. On February 1, 2017, the Company and the Holder entered into a further amendment to the Note (the “Second Note Amendment”) reflecting the change in the Company’s cash requirements brought about by the change in the Phase 1 Payments schedule detailed above. The Second Note Amendment revised the Conversion Loan schedule and amount to allows the Holder to provide three unsecured convertible loans to the Company (the “New Option Loans”): (a) on or before March 15, 2017, a Conversion Loan of $160,000; (b) on or before April 15, 2017, a Conversion Loan of $170,000; and (c) on or before May 15, 2017, a Conversion Loan of $90,000. All other terms and conditions of the New Option Loans are the same as the Option Loans and are listed in note 5 above. In the event the Company receives a notice of Accelerated Payment, the Company will immediately inform the Investor which agrees to either provide or decline to provide the funds required within 3 calendar days of such request being received. On March 3, 2017, the Company issued an unsecured note (the “March 2017 Note”) in the principal amount of $160,000, to the Noteholder in exchange of a loan of $160,000. The Noteholder retained the option to provide the balance of the New Option Loans. On receipts of these funds, a payment of $130,000 was made to MML in line with the terms of the Third Amendment. On April 2, 2017, the Company issued an unsecured note (the “April 2017 Note”) in the principal amount of $170,000, to the Noteholder in exchange of a loan of $170,000. The Noteholder retained the option to provide the final amount of $90,000 of the New Option Loans. On receipt of these funds, a payment of $152,500 was made to MML in line with the terms of the Third Amendment. On February 16, 2017, the Company issued 828,571 shares of common stock in exchange for the conversion of $5,800 of the principal amount due under the Junior Note. Consequently, the principal amount owing on the Junior Note reduced to $36,200 plus accrued interest. On February 16, the Company issued 832,000 shares of common stock in exchange for the conversion of $5,824 of the principal amount due under the May $53,197 Senior Note. Consequently, the principal amount owing on the Senior Note reduced to $47,373 plus accrued interest. On April 4, 2017, the Company issued 916,900 shares of common stock in exchange for the conversion of $6,418 of the principal amount due under the May $53,197 Senior Note. Consequently, the principal amount owing on the May $53,197 Senior Note reduced to $40,955 plus accrued interest. On April 6, 2017, the Company issued 828,571 shares of common stock in exchange for the conversion of $5,800 of the principal amount due under the May $22,300 Junior Note. Consequently, the principal amount owing on the May $22,300 Junior Note reduced to $16,500 plus accrued interest. |
Note 3 - Summary of Significa18
Note 3 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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. |
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. |
Equity method accounting for joint venture | Equity method accounting for joint venture As of December 31, 2016, the Company has a 40% interest in a joint venture with Bio-AMD UK Holdings Limited by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited (“MML”). The investment in MML is accounted for using the equity method. |
Subsequent events | Subsequent events The Company evaluated all events or transactions that occurred after December 31, 2016 through the date these financial statements were issued for disclosure purposes. |
Recently adopted accounting standards | Recently adopted accounting standards The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Note 4 - Equity Method Invest19
Note 4 - Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized balance sheet of MML | Current Assets Cash $ 165,334 Prepaid expenses 5,813 171,147 Property and equipment 17,818 Intellectual property 975,000 Total Assets $ 1,163,965 Current Liabilities Accounts payable - trade $ 3,523 Accrued liabilities 18,286 Total Current Liabilities 21,809 Equity Share capital 1,625,000 Subscription receivable (357,500 ) Other comprehensive income (17,433 ) Accumulated deficit (107,911 ) Total equity 1,142,156 Total Equity and Liabilities $ 1,163,965 |
Summarized Statement of operations for MML | Revenue $ – General and administrative expenses 107,911 Net loss $ (107,911 ) |
Note 6 - Convertible Debt (Tabl
Note 6 - Convertible Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of convertible notes payable | Principal balances of the convertible notes $ 387,165 Less discount related to beneficial conversion features (374,308 ) Add amortization of debt discount 60,462 Balance at December 31, 2016 $ 73,319 |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Narrative) - $ / shares | Dec. 31, 2016 | 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, MIDS Medical Ltd. | 40.00% | 40.00% |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Narrative) | Dec. 31, 2016USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Losses | $ 1,560,392 |
Working capital | $ 18,801 |
Note 4 - Equity Method Invest23
Note 4 - Equity Method Investment (Details Narrative) | Dec. 31, 2016USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Percent interest in joint venture, MIDS Medical Ltd. (MML) | 40.00% |
Equity share in MML net losses | $ 43,164 |
Company's investment in MML during year | 292,500 |
Net investment, MML | $ 249,336 |
Note 4 - Equity Method Invest24
Note 4 - Equity Method Investment - Summarized balance sheet of MML (Details) | Dec. 31, 2016USD ($) |
Current Assets | |
Cash | $ 165,334 |
Prepaid expenses | 5,813 |
Total | 171,147 |
Property and equipment | 17,818 |
Intellectual property | 975,000 |
Total Assets | 1,163,965 |
Current Liabilities | |
Accounts payable - trade | 3,523 |
Accrued liabilities | 18,286 |
Total Current Liabilities | 21,809 |
Equity | |
Share capital | 1,625,000 |
Subscription receivable | (357,500) |
Other comprehensive income | (17,433) |
Accumulated deficit | (107,911) |
Total equity | 1,142,156 |
Total Equity and Liabilities | $ 1,163,965 |
Note 4 - Equity Method Invest25
Note 4 - Equity Method Investment - Summarized Statement of operations for MML (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Summarized Statement of Operations, MML | |
Revenue | |
General and administrative expenses | 107,911 |
Net loss | $ (107,911) |
Note 5 - Loans payable (Details
Note 5 - Loans payable (Details Narrative) | May 17, 2016USD ($) | Mar. 29, 2016 | Nov. 02, 2015USD ($) | Jul. 11, 2015USD ($) | May 22, 2015USD ($) | Feb. 27, 2015USD ($) | Dec. 01, 2014USD ($) |
Note 1 | |||||||
Loan proceeds | $ 20,000 | ||||||
Interest rate | 5.00% | ||||||
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 | |||||||
Notes assigned, value | 110,000 | ||||||
Accrued interest at assignment date | $ 3,647 | ||||||
Interest rate | 5.00% | ||||||
Days from notice of demand for payment of note | 90 | ||||||
Value, note exchanged for two new convertible notes | $ 115,744 |
Note 6 - Convertible Debt (Deta
Note 6 - Convertible Debt (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Dec. 31, 2016 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 31, 2017 | Dec. 06, 2016 | Nov. 30, 2016 | Nov. 01, 2016 | Oct. 31, 2016 | Oct. 27, 2016 | Oct. 18, 2016 | Sep. 29, 2016 | May 17, 2016 | Apr. 20, 2016 | |
April 2016 Senior Note | |||||||||||||
Principal value | $ 40,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
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 conversion feature | 5,714,286 | ||||||||||||
Exchange of Prior Notes to New Notes | |||||||||||||
2016 May Senior Note 1 | $ 53,197 | ||||||||||||
2016 May Senior Note 2 | 62,547 | ||||||||||||
Aggregate principal of Note 1 and Note 2 | $ 115,744 | ||||||||||||
Interest rate per annum | 5.00% | ||||||||||||
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 conversion feature | 16,534,857 | ||||||||||||
October 18, 2016 Assignment Agreement | |||||||||||||
Principal Purchased by Junior Holder From May 2016 Senior Note 2 | $ 42,000 | ||||||||||||
Amount of debt subordinate to the May 2016 Senior Note 2 | $ 42,000 | ||||||||||||
Noteholder may not convert Junior Note Unless Price per share is equal or greater than | $ 0.15 | ||||||||||||
Amount of May Senior Note 2 resissued as Senior Note, including accrued interest | $ 21,968 | ||||||||||||
Amount of May Senior Note 2 resissued as Junior Note | $ 42,000 | ||||||||||||
September 2016 Note | |||||||||||||
Principal Amount | $ 60,000 | ||||||||||||
Option loan value | $ 100,000 | $ 180,000 | $ 170,000 | $ 140,000 | |||||||||
Principal value of note issued for First Option Loan | $ 140,000 | ||||||||||||
Amended Option loan schedule | $ 100,000 | $ 140,000 | $ 180,000 | $ 30,000 | |||||||||
Principal value of note issued for Second Option Loan | $ 30,000 | ||||||||||||
Interest rate per annum | 10.00% | ||||||||||||
Terms of Note | The Company may, at any time prior to the Maturity Date, prepay any unconverted amount of the New Loans in full or in part. The Noteholder may, at any time prior to the Maturity Date convert any or all of the New Loans into shares of common stock of the Company (the “Common Stock”) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, 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 held by the Investor and its affiliates, or the Noteholder and its affiliates to exceed 4.99% of the outstanding shares of Common Stock. On the Maturity Date of each of the New Loans any outstanding amount shall automatically and mandatorily convert into Common Stock at a price of $0.07 per share (subject to adjustment). The New Loans also contain standard anti-dilution provisions. | ||||||||||||
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% | ||||||||||||
Conversion Price per Share | $ 0.07 | ||||||||||||
Amortization of debt discount | $ 60,462 |
Note 6 - Convertible Debt - Sum
Note 6 - Convertible Debt - Summary of convertible notes payable (Details) | Dec. 31, 2016USD ($) |
Summary Of Convertible Notes Payable | |
Principal balances of the convertible notes | $ 387,165 |
Less discount related to beneficial conversion features | (374,308) |
Add amortization of debt discount | 60,462 |
Balance at December 31, 2016 | $ 73,319 |
Note 7 - Common Stock (Details
Note 7 - Common Stock (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2014USD ($)shares | Dec. 31, 2016$ / sharesshares | Sep. 29, 2016USD ($) | Jun. 06, 2016USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares | Jul. 28, 2014USD ($)$ / sharesshares | Apr. 08, 2014USD ($)shares | Nov. 22, 2013$ / shares | |
Equity [Abstract] | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Common stock, shares authorized | shares | 500,000,000 | 500,000,000 | ||||||
Shares issued for cash | shares | 423,529 | |||||||
Value, Shares issued for cash | $ 180,000 | |||||||
Shares purchased | shares | 55,556 | |||||||
Cash proceeds | $ 25,000 | |||||||
Shares committed for purchase | shares | 900,000 | |||||||
Aggregate purchase price | $ 450,000 | |||||||
Loan from third party investor | $ 13,000 | |||||||
Accrued interest | $ 100 | |||||||
Shares issued on debt conversion | shares | 65,500 | |||||||
Aggregate shares for purchase under SPA | shares | 1,370,000 | |||||||
Par value, per share | $ / shares | $ 0.001 | |||||||
Aggregate purchase price | $ 274,000 | |||||||
Initial shares purchased | shares | 357,000 | |||||||
Purchase price, initial shares purchased | $ 71,500 | |||||||
Number of installments, additional purchases | 3 | |||||||
Shares for purchase each installment | shares | 337,500 | |||||||
Purchase price per installment | $ 67,500 | |||||||
Terms of SPA | ||||||||
Shares purchased | shares | 9,589,512 | |||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Purchase Price | $ 150,000 | |||||||
Total additional commitment from Investor | $ 640,000 | |||||||
Principal Amount, note | $ 60,000 | |||||||
Amended principal value, commitment loans | $ 580,000 | |||||||
Terms of reverse split | 1-for-7 |
Note 8 - Commitments (Details N
Note 8 - Commitments (Details Narrative) | Mar. 31, 2017USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 06, 2016USD ($) | Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Oct. 30, 2016USD ($) | Oct. 01, 2016USD ($) | Aug. 02, 2016USD ($) | 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 | ||||||||||||
Number of days after each fiscal quarter for payment of Royalties | 60 | ||||||||||||
Royalty percentage payable on net sales | 0.20 | ||||||||||||
MML | |||||||||||||
Percent interest in joint venture, MDS Medical Ltd. | 40.00% | 40.00% | 40.00% | ||||||||||
Company funding commitment to MML - GBP | £ | £ 450,500 | ||||||||||||
Company funding to MML - equivalent USD | $ 650,000 | ||||||||||||
Amount paid, USD | $ 160,000 | ||||||||||||
Contingency required on 20 days written notice after March 31 2017, GBP | $ 45,000 | ||||||||||||
Contingency required on 20 days written notice, after March 31, 2017, USD, approximate | 55,000 | ||||||||||||
Payments under amended timetable September 29 2016 MML SSA | 75,000 | $ 152,500 | $ 152,500 | $ 110,000 | $ 30,000 | $ 130,000 | |||||||
Payments under amended timetable December 6 2016 MML SSA, amounts paid | $ 30,000 | $ 110,000 | $ 130,000 | ||||||||||
Payments under amended timetable December 6 2016 MML SSA, subsequent payments required on or before due date | $ 75,000 | $ 130,000 | $ 152,500 | $ 22,500 |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Deferred Tax assets | $ 546,100 | $ 458,900 |
NOL Expires | Jan. 1, 2029 | |
Net operating loss carry forwards | $ 1,560,392 | $ 1,311,030 |
Note 10 - Related party (Detail
Note 10 - Related party (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Aug. 12, 2016 | 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 | $ 61,124 | ||
Amount due to Mr. Gil | $ 85,671 | ||
Compensation added to Mr. Gil's service agreement, percent revenue received by Zenosense, Inc. from MML as a result of any future commercialization of the MIDS project. | 10.00% |