Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Zenosense, Inc. | |
Entity Central Index Key | 1,458,581 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 31,068,136 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 7,728 | $ 28,823 |
Prepaid expense | 9,000 | |
Total current assets | 16,728 | 28,823 |
Investment in equity method joint venture | 395,899 | 451,871 |
Total assets | 412,627 | 480,694 |
Current liabilities: | ||
Accounts payable and accrued expense | 154,447 | 90,816 |
Accounts payable and accrued expense - related party | 108,496 | 91,499 |
Convertible notes, net of discount of $467,624 and $561,494, respectively | 425,240 | 284,450 |
Stock payable | 67,500 | 67,500 |
Total current liabilities | 755,683 | 534,265 |
Total liabilities | 755,683 | 534,265 |
Commitments and Contingencies | ||
Stockholders equity: | ||
Common stock 500,000,000 shares authorized, $0.001 par value issued and outstanding 31,068,136 and 25,397,424 shares, respectively | 31,068 | 25,397 |
Additional paid-in capital | 2,100,150 | 2,047,718 |
Other comprehensive income, equity method investee | 9,215 | |
Accumulated deficit | (2,483,489) | (2,126,686) |
Total stockholders equity | (343,056) | (53,571) |
Total liabilities and stockholders equity | $ 412,627 | $ 480,694 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 31,068,136 | 25,397,424 |
Debt discount, convertible note | $ 467,624 | $ 561,494 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | ||||
Operating expenses | ||||
General and administrative expenses | 35,155 | 36,429 | 116,543 | 126,269 |
Total operating expenses | 35,155 | 36,429 | 116,543 | 126,269 |
Loss from operations | (35,155) | (36,429) | (116,543) | (126,269) |
Other income/(expense) | ||||
Interest expense | (56,388) | (65,724) | (175,073) | (190,211) |
Loss in equity method investment | (19,247) | (42,148) | (65,187) | (121,285) |
Total other expense | (75,635) | (107,872) | (240,260) | (311,496) |
Net loss | (110,790) | (144,301) | (356,803) | (437,765) |
Comprehensive loss | ||||
Net loss | (110,790) | (144,301) | (356,803) | (437,765) |
Other comprehensive income, gain on foreign currency translation | 9,215 | |||
Total comprehensive loss | $ (110,790) | $ (144,301) | $ (347,588) | $ (437,765) |
Net loss per common share: | ||||
Basic and diluted | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 30,393,581 | 21,980,124 | 28,040,813 | 19,996,792 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities | ||
Net loss | $ (356,803) | $ (437,765) |
Adjustment to reconcile to net loss to net cash used in operating activities: | ||
Amortization of debt discount | 112,279 | 142,635 |
Loss in equity method investment | 65,187 | 121,285 |
Changes in operating assets and liabilities: | ||
Prepaid expense | (9,000) | 9,375 |
Accounts payable and accrued expenses | 65,245 | 49,885 |
Accounts payable and accrued expenses, related party | 16,997 | 128 |
Cash used in operating activities | (106,095) | (114,457) |
Investing activities | ||
Investment in joint venture | (357,500) | |
Cash used in investing activities | (357,500) | |
Financing activities | ||
Proceeds from convertible note payable | 85,000 | 470,000 |
Cash provided by financing activities | 85,000 | 470,000 |
Net increase in cash | (21,095) | (1,957) |
Cash, beginning of period | 28,823 | 10,271 |
Cash, end of period | 7,728 | 8,314 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Non-cash investing and financing activities: | ||
Discount on convertible notes related to beneficial conversion feature | 18,409 | 424,875 |
Shares issued for conversion of debt | 39,694 | 44,491 |
Reclassifying from accrued interest to principal on convertible notes | $ 1,614 |
Note 1 - Nature of Operations
Note 1 - Nature of Operations | 9 Months Ended |
Sep. 30, 2018 | |
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. 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. Following an extensive revision to the MIDS core Hall effect sensor electronics during the first half of 2018, MML reported, in June, 2018, that testing had confirmed and had materially improved upon the testing results announced in late 2017, with a near doubling of sensitivity of detection. MML informed the Company that two brands of commercially available paramagnetic assay beads were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270 Dynabeads® (2.8 μm), both of which are thought suitable for a HS troponin assay and have similar paramagnetic characteristics. MML also stated that the MIDS level of detail of both these brands was seen on a reliable, repeatable basis at around 50,000 beads, with good signal linearity (required for accurate assay quantitation) at higher numbers. This number of beads detected at the level of detail is, according to MML, well within the range advised by MML's assay consultants as suitable for a HS troponin assay. On August 31, 2018, the Company and MML entered into an agreement with an investor for the funding of MML of up to US$1,200,000 in exchange for up to 10.31% equity ownership in MML. The Company's ownership of MML may be diluted based on the amount of the investor funds. |
Note 2 - Going Concern
Note 2 - Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 2 - Going Concern | 2. Going concern The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2018, the Company had not yet achieved profitable operations, had accumulated losses of $2,483,489 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements. 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, and advances 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 favourable to the Company. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Note 3 - Summary of Significant Accounting Policies | 3. Summary of significant accounting policies Basis of presentation The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). In our opinion, the accompanying unaudited interim financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The balance sheet at December 31, 2017, has been derived from audited financial statements of the Company as of that date. The interim unaudited results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the SEC. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim consolidated financial statements are read in conjunction with the audited financial statements and notes previously included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. 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. 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. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. For the nine months ended September 30, 2018 and 2017, potentially dilutive securities included notes convertible to 18,132,556 and 31,436,571 common shares, respectively. Equity method accounting for joint venture As of September 30, 2018 and December 31, 2017, the Company had a 40% interest in a joint venture with the Partner by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited. The investment in MML is accounted for using the equity method. Subsequent events The Company evaluated all events or transactions that occurred after September 30, 2018 through the date these financial statements were issued for subsequent event disclosure consideration. Recent accounting standards In February 2016, the FASB issued ASU 2016-02, a new lease standard requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has evaluated the adoption of the standard and, due to there being only one operating lease currently in place, there will be minimal impact of the standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement". The amendments in this update are to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity's financial statements. The amendments in this Update apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company does not expect that this guidance will have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Target Improvements". The amendments in this Update also clarify which Topic (Topic 842 or Topic 606) applies for the combined component. Specifically, if the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with Topic 842. An entity that elects the lessor practical expedient also should provide certain disclosures. The Company is currently evaluating the adoption of this guidance and does not expect that this guidance will have a material impact on its consolidated financial statements. The Company has not adopted this Standard and will do so when specified by the FASB. In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases". The amendments in this Update affect narrow aspects of the guidance issued in the amendments in Update 2016-02 as described in the table below. The amendments in this Update related to transition do not include amendments from proposed Accounting Standards Update, Leases (Topic 842): Targeted Improvements, specific to a new and optional transition method to adopt the new lease requirements in Update 2016-02. That additional transition method will be issued as part of a forthcoming and separate Update that will result in additional amendments to transition paragraphs included in this Update to conform with the additional transition method. The Company is currently evaluating the adoption of this guidance and does not expect that this guidance will have a material impact on its consolidated financial statements. The Company has not adopted this Standard and will do so when specified by the FASB. The Company does not believe that any new accounting pronouncements that have been issued would have a material impact on its financial position or results of operations. |
Note 4 - Equity Method Investme
Note 4 - Equity Method Investment | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Note 4 - Equity Method Investment | 4. Equity Method Investment On June 20, 2016, the Company entered into the MML SSA with the Partner utilizing a joint venture vehicle, MML 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. MML will have the right, under license, to use the 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. For the nine months ended September 30, 2018, the Company's equity share of the net losses in MML was $65,187. As of September 30, 2018, the Company had a net investment of $395,899 in MML. The summarized balance sheet of MML as of September 30, 2018 is as follows: Current assets: Cash $ 138,573 Receivable 2,367 Prepaid expenses 5,696 Total current assets 146,636 Intellectual property 1,006,038 Total assets $ 1,152,674 Current liabilities: Accounts payable - trade $ 8,577 Accrued liabilities 155,040 Total current liabilities 163,617 Equity: Share capital 1,625,000 Other comprehensive income 22,348 Accumulated deficit (658,291 ) Total equity 989,057 Total equity and liabilities $ 1,152,674 The summarized statements of operations for MML for the nine months ended September 30, 2018 and 2017 are as follows: Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Revenue $ – $ - General and administrative expenses 162,967 303,213 Net loss $ (162,967 ) $ (303,213 ) |
Note 5 - Convertible Debt
Note 5 - Convertible Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Note 5 - Convertible Debt | 5. Convertible Debt On April 20, 2016, the Company issued a convertible note to a third party (the "Noteholder") in a principal amount of $40,000 (the "April Senior Note"). The note is due on April 19, 2018, cannot be prepaid and bears interest at 5% per annum. On September 20, 2016, at the noteholder's discretion, it became convertible into shares of common stock of the Company 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 of four unsecured promissory notes in the aggregate of $110,000 (the "Prior Notes") agreed to exchange these notes for two new convertible notes, (together the "May Senior Notes") under two separate Securities Exchange Agreements. One note for the principal amount of $53,197 (the "$53,197 May 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 and 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% 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") to purchase $42,000 (the "Junior Note") of the principal amount of the $62,547 May Senior Note. The Assignment Agreement stipulated that the Junior Note is (a) subordinate to the noteholder's balance of the $62,547 May Senior Note; and (b) unconvertible unless the trading price of the Company's securities is equal to or greater than $0.15 per share based on the volume weighted average price ("VWAP") 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 two notes: (a) the Junior Note in an amount of $42,000 and (b) the balance of the $62,547 May Senior Note, this being $21,968 to include interest due through November 1, 2016 (the "November $21,968 Senior Note"). The Junior Note contains terms reflecting the Assignment Agreement stipulations of subordination and VWAP conversion otherwise the two notes carry forward the same terms of the May Senior Note. On September 29, 2016, the Company issued an unsecured convertible note in the principal amount of $60,000 to the Noteholder (the "September 2016 Note") which also granted an option to the Noteholder to provide four unsecured convertible loans (the "Option Loans"): (a) by October 31, 2016, $140,000; (b) by November 30, 2016, $170,000 (c) by January 31, 2017, $180,000; and (d) by March 30, 2017, $100,000. On October 27, 2016, under the Option Loans, the Company issued an unsecured note (the "October 2016 Note") in the principal amount of $140,000, to the Noteholder. On December 6, 2016, the September 2016 Note was amended (the "Note Amendment") to revise the Option Loans amounts and timing to allow the Noteholder to provide four unsecured convertible loans to the Company (the "New Option Loans"): (a) on December 6, 2016, a loan of $30,000; (b) by January 31, 2017, a loan of $180,000; (c) by February 28, 2017, a loan of $140,000; and (d) by March 31, 2017, a loan of $100,000. All other terms and conditions remained the same. Simultaneously with the Note Amendment, the Company issued a note to the Noteholder in the principal amount of $30,000 (the "December 2016 Note"). On February 1, 2017, the September 2016 Note was further amended (the "Second Note Amendment") to revise the Option Loans amounts and timing to allow the Noteholder to provide three unsecured convertible loans to the Company (the "New Option Loans 2"): (a) by March 15, 2017, $160,000; (b) by April 15, 2017, $170,000; and (c) by May 15, 2017, $90,000. All other terms and conditions remained the same. On March 3, 2017, the Company issued an unsecured note (the "March 2017 Note") in the principal amount of $160,000 to the Noteholder which retained the option to provide the balance of the New Option Loans 2. On receipt of these funds, a payment of $130,000 was made to MML. On April 2, 2017, the Company issued an unsecured convertible note (the "April 2017 Note") in the principal amount of $170,000, to the Noteholder in exchange for a loan of $170,000. The Noteholder retained the option to provide the final amount of $90,000 of the New Option Loans 2. On receipt of these funds, a payment of $152,500 was made to MML. On April 4, 2017, the Company was notified that the Junior Holder had sold and assigned an aggregate amount of $22,300 of the $42,000 Junior Note to a new investor (the "Junior Holder 2"). The Company therefore cancelled the Junior Note, and issued a new note in the principal amount of $22,300 to the Junior Holder 2 (the " Junior Note 2") and a new note in the principal amount of $14,712, which included accrued interest and a reducing adjustment for a prior conversion by the Junior Note Holder of $5,800 of the principal amount, to the Junior Holder. On May 8, 2017, the Company issued an unsecured convertible note (the "May 2017 Note") in the principal amount of $90,000, to the Noteholder in exchange for a loan of $90,000 (representing the final balance of the New Option Loans 2). On receipt of these funds, a payment of $75,000 was made to MML. On May 14, 2017, the Company issued an unsecured convertible note (the "May 14, 2017 Note") in the principal amount of $50,000, to the Noteholder in exchange for a loan of $50,000 for general working capital. The terms and conditions of the May 14, 2017 Note are essentially the same as the New Loans (as defined below) with the exception of a fixed conversion price of $0.40 and no option to provide further loans granted. On September 12, 2017, the Company was notified that the Junior Holder 2 had sold and assigned the entire principal amount of $16,500 of the Junior Note 2 (the Junior Note 2 principal amount adjusted for a prior conversion of $5,800 of the principal amount), plus accrued interest of $42 to a new investor, ( the "Junior Holder 3"), effective April 24, 2017. The Company therefore cancelled the Junior Note 2, and issued a new note in the principal amount of $16,542 to the Junior Holder 3 (the "Junior Note 3"). On November 8, 2017, the Company issued an unsecured convertible note (the "November 8, 2017 Note") in the principal amount of $50,000, to the Noteholder in exchange for a loan of $50,000 for general working capital. The terms and conditions of the November 8, 2017 Note are the same as the May 14, 2017 Note with the exception of a fixed conversion price of $0.23. On March 14, 2018, the Company issued an unsecured convertible note (the "March 14, 2018 Note") in the principal amount of $25,000, to the Noteholder in exchange for a loan of $25,000. The terms and conditions of the March 14, 2018 Note are the same as the May 14, 2017 Note with the exception of a fixed conversion price of $0.45. On April 12, 2018, the Company entered into an amendment to the April Senior Note originally dated April 20, 2016, the $53,197 May Senior Note originally dated May 17, 2016, and the November Senior Note originally dated November 1, 2016, with the holder thereof, to extend the repayment period until April 11, 2019. In all other respects the terms of these notes has remained unchanged. On May 2, 2018 the Company was notified that the Junior Holder 2 had sold and assigned the entire remaining principal amount of $14,712 of the Junior Note 2 plus $777 of accrued interest to a new investor (the "Junior Note Holder 4"), effective April 25, 2018. The Company therefore cancelled the Junior Note 2, and issued a new note in the principal amount of $15,489 (the "Junior Note 4"). The terms of the Junior Note 4 are essentially the same as the Junior Note 2 with the exception of a revised maturity date of November 16, 2018. On May 10, 2018, the Company was notified that the Junior Holder 3 had sold and assigned the entire principal amount of $8,862 of the Junior Note 3 (the original principal amount adjusted for a prior conversion of the Junior Note 3 of $7,680 of the principal amount) plus $424 of accrued interest, to a new investor (the " Junior Note Holder 5"), effective April 9, 2018. The Company therefore cancelled the Junior Note 3, and issued a new note in the principal amount of $9,286 (the "Junior Note 5"). The terms of the Junior Note 5 are essentially the same as the Junior Note with the exception of a revised maturity date of August 16, 2018. On June 22, 2018, the Company issued an unsecured convertible note (the "June 2018 Note") in the principal amount of $60,000, to the Noteholder in exchange for a loan of $60,000. The terms and conditions of the June 22, 2018 Note are the same as the May 14, 2017 Note with the exception of a fixed conversion price of $0.30. The terms and conditions of certain commitment loans (see Note 6 below), the Option Loans, the New Option Loans, and the New Option Loans 2 (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 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 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 the Company's common stock on the date of issuance and the conversion price of $0.007 and $0.07. The total discount is being amortized through interest expense using the interest method over the term of the notes. For the nine months ended September 30, 2018, the Company recorded amortization of debt discount in the amount of $112,279. In addition, the Company recorded additional beneficial conversion feature related to the 2018 note issuances, mentioned above, in the amount of $18,409. During the nine months ended September 30, 2018, the Company issued 5,670,600 common shares for conversion of $39,694 debt at $0.007 per share. The summary of convertible notes payable activities for the nine months ended September 30, 2018 is as follows: Balance at December 31, 2017 $ 284,450 Principal of notes issued during the nine months ended September 30, 2018 85,000 Add accrued interest reclassified to principal 1,614 Less conversion of note (39,694 ) Less discount related to beneficial conversion features (18,409 ) Add amortization of debt discount 112,279 Balance at September 30, 2018 $ 425,240 |
Note 6 - Common Stock
Note 6 - Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Note 6 - Common Stock | 6. Common stock 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 instalments were made in August and September. Each instalment was for 337,500 shares at a purchase price of $67,500 per instalment. 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 September 30, 2018 and December 31, 2017, the shares in connection with the final investment have not been issued. On February 13, 2018, the Company issued 800,000 shares of common stock for the conversion of $5,600 of the principal amount due under the $53,197 May Senior Note. Consequently, the principal amount owing on the $53,197 May Senior Note reduced to $5,836 plus accrued interest. On April 4, 2018, the Company issued 833,714 common shares for conversion of $5,836 principal of $53,197 May Senior Note. Consequently, the principal amount owing on the $53,197 May Senior Note reduced to $0 plus accrued interest. On May 28, 2018, the Company issued 1,348,000 common shares for conversion of $9,436 principal of the Junior Note 4. Consequently, the principal amount owing on the Junior Note 4 reduced to $6,053 plus accrued interest. On June 11, 2018, the Company issued 1,340,000 common shares for conversion of $9,380 principal of the November $21,968 Senior Note. Consequently, the principal amount owing on the November $21,968 Senior Note reduced to $12,588 plus accrued interest. On August 13, 2018, the Company issued 1,265,994 common shares for conversion of $8,861 principal of the Junior Note 5. Consequently, the principal amount owing on the Junior Note 5 reduced to $424 plus $157 accrued interest which was then converted into 82,892 common shares on August 16, 2018, reducing the amount owing to $0. |
Note 7 - Commitments
Note 7 - Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 7 - Commitments | 7. 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, which was subsequently amended from the pound sterling amount into a U.S. dollar amount of $650,000. This funding has been provided to MML in full. On December 4, 2013, the Company entered into the License Agreement with Sgenia Industrial S.L. and its subsidiaries, Sgenia Soluciones S.L and ZENON Biosystem S.L (collectively, "Sgenia") for the development of an MRSA/SA detection device and cancer detective device and other improvements and variations to the devices (the "Sgenia Products"), to be based on the Sgenia sensory technology. Pursuant to the License Agreement, the Company will have a worldwide exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis for funding the development. The Company entered into amendments (the "Sgenia 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. At this time, the Company is not funding development activities under the License Agreement with Sgenia because certain milestones were not achieved by Sgenia and ZENON. If Sgenia is able to re-commence development and testing, then the parties to the License Agreement will have to revise the operating budget and then the Company will have to re-commence its funding so as to maintain its rights under the License Agreement. We believe that any future funding will be provided on an advance basis, per month, based on agreed development stages. In return, the Company will maintain the exclusive right to manufacture, formulate, package, market and sell the Sgenia Products world-wide, for a term of 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 approved budget joinly determined by Sgenia and the Company. To date, under the License Agreement with Sgenia, the Company advanced $769,787 under the terms of the then approved budgets. Under the current terms of the License Agreement, if development is re-commenced by Sgenia and ZENON, the Company will be required to advance a further amount of approximately EUR 656,000 (approximately $761,039 at September 30, 2018 exchange rates) for research and development subject to a mutually agreed current budget, and subject to Sgenia meeting certain milestones. However, if development is re-commenced, it is expected that the budget will be revised and the funding amounts re-established. 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 will be 20% of net sales, which is calculated based on gross sales of the device and the installation and training for the Sgenia Products, less various expenses, including manufacturing, components acquired from Sgenia, commissions, refunds and discounts and sales taxes. If the Sgenia Products are sold by Sgenia in Spain for original use in Spain, then the royalties on those sales will be reduced. The Company also has the right to sublicense to other parties throughout the world, except in Spain if and when, if at all, Sgenia seeks to act as the distributor in that territory. The Company has the option to fund the development of future proposed products based on the Sgenia intellectual property, and if funded, the Company will obtain the right to manufacture, market and sell the resulting devices. |
Note 8 - Related Party Transact
Note 8 - Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Note 8 - Related Party Transactions | 8. Related party transactions On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company 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's 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 nine months ended September 30, 2018, the Company recorded $49,600 of general and administrative expenses related to amounts paid/owed to Ksego Engineering S.L. for services rendered by Mr. Gil. As of September 30, 2018, the Company owes Mr. Gil $108,496. No additional compensation based on net sales has been earned to date. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Note 9 - Subsequent Events | 9. Subsequent events On November 5, 2018, the Company entered into an amendment to the Junior Note 4 with the holder thereof, to extend the repayment period until May 16, 2019. In all other respects the terms of the note has remained unchanged. Under a Subscription and Shareholder's Agreement dated August 31, 2018, MML was due to receive a Tranche 1 funding of $300,000.00 from a third party funder ("Funder") by October 31, 2018. To date, $150,000.00 has been sent to MML converted to and received in GBP £112,859.51. A Tranche 1 balance of $150,000.00 remains unpaid to MML. On November 12, 2018, MML, gave the Funder notice that MML would extend a continued opportunity to the Funder to fund Tranche 1. MML extended this offer on the condition that the Funder may be given notice of formal default should MML obtain alternative funding prior to the balance of Tranche 1 being paid and accepted by MML in its sole discretion. In the event that the Funder does not provide the balance of Tranche 1, it will not receive any of the 2.91% equity in MML due to be purchased by the full payment of Tranche 1. The Company and its Partner in MML are actively seeking alternative funding for MML. |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). In our opinion, the accompanying unaudited interim financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The balance sheet at December 31, 2017, has been derived from audited financial statements of the Company as of that date. The interim unaudited results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the SEC. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim consolidated financial statements are read in conjunction with the audited financial statements and notes previously included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
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. |
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. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. For the nine months ended September 30, 2018 and 2017, potentially dilutive securities included notes convertible to 18,132,556 and 31,436,571 common shares, respectively. |
Equity method accounting for joint venture | Equity method accounting for joint venture As of September 30, 2018 and December 31, 2017, the Company had a 40% interest in a joint venture with the Partner by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited. 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 September 30, 2018 through the date these financial statements were issued for subsequent event disclosure consideration. |
Recent accounting standards | Recent accounting standards In February 2016, the FASB issued ASU 2016-02, a new lease standard requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has evaluated the adoption of the standard and, due to there being only one operating lease currently in place, there will be minimal impact of the standard on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement". The amendments in this update are to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity's financial statements. The amendments in this Update apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company does not expect that this guidance will have a material impact on its consolidated financial statements. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Target Improvements". The amendments in this Update also clarify which Topic (Topic 842 or Topic 606) applies for the combined component. Specifically, if the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with Topic 842. An entity that elects the lessor practical expedient also should provide certain disclosures. The Company is currently evaluating the adoption of this guidance and does not expect that this guidance will have a material impact on its consolidated financial statements. The Company has not adopted this Standard and will do so when specified by the FASB. In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases". The amendments in this Update affect narrow aspects of the guidance issued in the amendments in Update 2016-02 as described in the table below. The amendments in this Update related to transition do not include amendments from proposed Accounting Standards Update, Leases (Topic 842): Targeted Improvements, specific to a new and optional transition method to adopt the new lease requirements in Update 2016-02. That additional transition method will be issued as part of a forthcoming and separate Update that will result in additional amendments to transition paragraphs included in this Update to conform with the additional transition method. The Company is currently evaluating the adoption of this guidance and does not expect that this guidance will have a material impact on its consolidated financial statements. The Company has not adopted this Standard and will do so when specified by the FASB. The Company does not believe that any new accounting pronouncements that have been issued would have a material impact on its financial position or results of operations. |
Note 4 - Equity Method Invest_2
Note 4 - Equity Method Investment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized balance sheet of MML | Current assets: Cash $ 138,573 Receivable 2,367 Prepaid expenses 5,696 Total current assets 146,636 Intellectual property 1,006,038 Total assets $ 1,152,674 Current liabilities: Accounts payable - trade $ 8,577 Accrued liabilities 155,040 Total current liabilities 163,617 Equity: Share capital 1,625,000 Other comprehensive income 22,348 Accumulated deficit (658,291 ) Total equity 989,057 Total equity and liabilities $ 1,152,674 |
Summarized Statement of operations for MML | Nine Months Ended September 30, 2018 Nine Months Ended September 30, 2017 Revenue $ – $ - General and administrative expenses 162,967 303,213 Net loss $ (162,967 ) $ (303,213 ) |
Note 5 - Convertible Debt (Tabl
Note 5 - Convertible Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Convertible notes Payable | Balance at December 31, 2017 $ 284,450 Principal of notes issued during the nine months ended September 30, 2018 85,000 Add accrued interest reclassified to principal 1,614 Less conversion of note (39,694 ) Less discount related to beneficial conversion features (18,409 ) Add amortization of debt discount 112,279 Balance at September 30, 2018 $ 425,240 |
Note 1 - Nature of Operations (
Note 1 - Nature of Operations (Details Narrative) - USD ($) | Sep. 30, 2018 | Aug. 31, 2018 | Dec. 31, 2017 | Jun. 20, 2016 |
Accounting Policies [Abstract] | ||||
Percent interest in joint venture, MIDS Medical Ltd. | 40.00% | 40.00% | 40.00% | |
MIDS level of detail in brands on a reliable, repeatable basis, in beads | 50,000 | |||
Agreement with investor to fund up to | $ 1,200,000 | |||
Percentage ownership MML related to investment | 10.31% |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Narrative) | Sep. 30, 2018USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accumulated Losses | $ 2,483,489 |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Details Narrative) - shares | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 20, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Percent interest in joint venture, MIDS Medical Ltd. | 40.00% | 40.00% | 40.00% | |
Potenially dilutive securities | 22,572,556 | 27,539,886 |
Note 4 - Equity Method Invest_3
Note 4 - Equity Method Investment (Details Narrative) | Sep. 30, 2018USD ($) |
Equity Method Investments and Joint Ventures [Abstract] | |
Percent interest in joint venture, MIDS Medical Ltd. (MML) | 40.00% |
Equity share in MML net losses | $ 65,187 |
Net investment, MML | $ 395,899 |
Note 4 - Equity Method Invest_4
Note 4 - Equity Method Investment - Summarized balance sheet of MML (Details) | Sep. 30, 2018USD ($) |
Current Assets | |
Cash | $ 138,573 |
Receivable | 2,367 |
Prepaid expenses | 5,696 |
Total | 146,636 |
Intellectual property | 1,006,038 |
Total Assets | 1,152,674 |
Current Liabilities | |
Accounts payable - trade | 8,577 |
Accrued liabilities | 155,040 |
Total Current Liabilities | 163,617 |
Equity | |
Share capital | 1,625,000 |
Other comprehensive income | 22,348 |
Accumulated deficit | (658,291) |
Total equity | 989,057 |
Total Equity and Liabilities | $ 1,152,674 |
Note 4 - Equity Method Invest_5
Note 4 - Equity Method Investment - Summarized Statement of operations for MML (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Summarized Statement of Operations, MML | ||
Revenue | ||
General and administrative expenses | 114,850 | 197,842 |
Net loss | $ (114,850) | $ (197,842) |
Note 5 - Convertible Debt - Sum
Note 5 - Convertible Debt - Summary of Convertible notes Payable (Details) | Sep. 30, 2018USD ($) |
Summary Of Convertible Notes Payable | |
Balance at December 31, 2017 | $ 284,450 |
Principal of note issued during the nine months ended September 30, 2018 | 85,000 |
Add accrued interest reclassified to principal | 1,614 |
Less conversion of note | (39,694) |
Less discount related to beneficial conversion features | 18,409 |
Add amortization of debt discount | 112,279 |
Balance at June 30, 2018 | $ 425,240 |
Note 5 - Convertible Debt (Deta
Note 5 - Convertible Debt (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2018 | Jun. 22, 2018 | May 10, 2018 | May 02, 2018 | Apr. 12, 2018 | Nov. 08, 2017 | Sep. 12, 2017 | Jun. 30, 2017 | May 15, 2017 | May 14, 2017 | May 08, 2017 | Apr. 15, 2017 | Apr. 04, 2017 | Apr. 02, 2017 | Mar. 30, 2017 | Mar. 15, 2017 | Mar. 03, 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 | May 16, 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 | |||||||||||||||||||||||||||
Aggregate of four prior notes | $ 110,000 | ||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Note is unconvertible unless the trading price of the Company's securities is equal to or greater than price per share based on the volume weighted average price of the preceding five trading days. | $ 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 | |||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
February 1, 2017 Note Amendment, September 2016 Note | |||||||||||||||||||||||||||
Revised Option loan amounts and payment dates | $ 90,000 | $ 170,000 | $ 160,000 | ||||||||||||||||||||||||
Issuance of Unsecured Note for funded Option | $ 160,000 | ||||||||||||||||||||||||||
Amount funded to MML from Note | $ 130,000 | ||||||||||||||||||||||||||
Terms of Commitment Loans | |||||||||||||||||||||||||||
Terms of Commitment Loans | The terms and conditions of certain commitment loans, the Option Loans, the New Option Loans, and the New Option Loans 2 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 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 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.</p>" id="sjs-B34"><p style="font: 10pt/normal Times New Roman, Times, Serif; margin: 3pt 0">The terms and conditions of certain commitment loans, the Option Loans, the New Option Loans, and the New Option Loans 2 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 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 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.</p> | ||||||||||||||||||||||||||
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, low range | $ 0.007 | ||||||||||||||||||||||||||
Conversion Price per Share, high range | $ 0.07 | ||||||||||||||||||||||||||
Amortization of debt discount | $ 112,279 | ||||||||||||||||||||||||||
Beneficial conversion feature | 18,409 | ||||||||||||||||||||||||||
April 2, 2017 Note | |||||||||||||||||||||||||||
Principal amount of Note issued | $ 170,000 | ||||||||||||||||||||||||||
Amount remaining on Option for funding by Noteholder | 90,000 | ||||||||||||||||||||||||||
Payment to MML | $ 152,500 | ||||||||||||||||||||||||||
April 4, 2017 Note Modification and Assignment | |||||||||||||||||||||||||||
Amount of note assigned to Junior Note Holder 2 | $ 22,300 | ||||||||||||||||||||||||||
New Note, Principal | 14,712 | ||||||||||||||||||||||||||
Reducing adjustment from prior conversion | $ 5,800 | ||||||||||||||||||||||||||
May 8, 2017 Note | |||||||||||||||||||||||||||
Principal amount of Note issued | $ 90,000 | ||||||||||||||||||||||||||
Payment to MML | $ 75,000 | ||||||||||||||||||||||||||
May 14, 2017 Note | |||||||||||||||||||||||||||
Principal amount of Note issued | $ 50,000 | ||||||||||||||||||||||||||
Amount of working capital loan | $ 50,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.40 | ||||||||||||||||||||||||||
Debt converted to shares in period | $ 39,694 | ||||||||||||||||||||||||||
Shares issued on conversion of debt in period | 5,670,600 | ||||||||||||||||||||||||||
Price per share, shares issued on conversion of debt, in period | $ 0.007 | ||||||||||||||||||||||||||
September 12, 2017 Note Assignment | |||||||||||||||||||||||||||
Amount of Principal Sold | $ 16,500 | ||||||||||||||||||||||||||
Accrued interest sold | 42 | ||||||||||||||||||||||||||
Principal Balance new note | $ 16,542 | ||||||||||||||||||||||||||
Principal amount of Note issued | $ 50,000 | ||||||||||||||||||||||||||
Amount of working capital loan | $ 50,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.23 | ||||||||||||||||||||||||||
March 14, 2018 Unsecured Convertible Note | |||||||||||||||||||||||||||
Note principal | $ 25,000 | ||||||||||||||||||||||||||
Loan amount | $ 25,000 | ||||||||||||||||||||||||||
Conversion price per share | $ .45 | ||||||||||||||||||||||||||
May 2, 2018 Note assignment | |||||||||||||||||||||||||||
Amount of Principal Sold | $ 14,712 | ||||||||||||||||||||||||||
Accrued interest sold | 777 | ||||||||||||||||||||||||||
Principal Balance new note | $ 15,489 | ||||||||||||||||||||||||||
Amount of Principal Sold | $ 8,862 | ||||||||||||||||||||||||||
Reducing adjustment from prior conversion | 7,680 | ||||||||||||||||||||||||||
Accrued interest sold | 424 | ||||||||||||||||||||||||||
Principal Balance new note | $ 9,286 | ||||||||||||||||||||||||||
June 22, 2018 Unsecured Convertible Note | |||||||||||||||||||||||||||
Note principal | $ 60,000 | ||||||||||||||||||||||||||
Loan amount | $ 60,000 | ||||||||||||||||||||||||||
Conversion price per share | $ 0.30 |
Note 6 - Common Stock (Details
Note 6 - Common Stock (Details Narrative) - USD ($) | Aug. 16, 2018 | Aug. 13, 2018 | Jun. 11, 2018 | May 28, 2018 | Apr. 04, 2018 | Feb. 13, 2018 | Jul. 28, 2014 |
Equity [Abstract] | |||||||
Aggregate shares for purchase under SPA | 1,370,000 | ||||||
Par value, per share | $ 0.001 | ||||||
Aggregate purchase price | $ 274,000 | ||||||
Initial shares purchased | 357,000 | ||||||
Purchase price, initial shares purchased | $ 71,500 | ||||||
Shares for purchase each installment | 337,500 | ||||||
Purchase price per installment | $ 67,500 | ||||||
February 13, 2018 Conversion Senior Note | |||||||
Shares issued on conversion Senior Note | 800,000 | ||||||
Conversion Amount, value | $ 5,600 | ||||||
Original amount of May Senior Note | 53,197 | ||||||
Remaining Principal | $ 5,836 | ||||||
Shares issued on conversion of Note, April 4, 2018 | |||||||
Shares issued on conversion of Senior Note | 833,714 | ||||||
Amount of Principal converted | $ 5,836 | ||||||
Original amount of May Senior Note | 53,197 | ||||||
Remaining principal amount owing after conversion | $ 0 | ||||||
Shares issued on conversion of note, May 28, 2018 | |||||||
Shares issued on conversion of Junior Note | 1,348,000 | ||||||
Amount of Principal converted | $ 9,436 | ||||||
Remaining principal amount owing after conversion | $ 6,053 | ||||||
Shares issued on conversion of Note, June 11, 2018 | |||||||
Shares issued on conversion of November Senior Note | 1,340,000 | ||||||
Amount of Principal converted | $ 9,380 | ||||||
Original amount of May Senior Note | 21,968 | ||||||
Remaining principal amount owing after conversion | $ 12,588 | ||||||
Shares issued on conversion of note | |||||||
Shares issued on conversion of Junior Note | 1,265,994 | ||||||
Amount of Principal converted | $ 8,861 | ||||||
Remaining principal amount owing after conversion | 424 | ||||||
Accrued interest Junior Note | $ 157 | ||||||
Shares issued on conversion of Junior Note and interest | 82,892 | ||||||
Remaining balance on Junior Note | $ 0 |
Note 7 - Commitments (Details N
Note 7 - Commitments (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | May 15, 2017 | May 12, 2017 | Apr. 15, 2017 | Mar. 15, 2017 | Jun. 20, 2016 |
Sgenia Industrial S.L License Agreement | |||||||
Advances from company to date under agreement | $ 769,787 | ||||||
Amount required to be advanced if project re-commenced EUR | 656,000 | ||||||
Amount required to be advanced if project re-commenced USD | $ 761,039 | ||||||
Number of days after each fiscal quarter for payment of Royalties | 60 | ||||||
Royalty percentage payable on net sales | .2 | ||||||
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 | ||||||
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 | $ 59,000 | ||||||
Payments under January 31, 2017 amended timetable MML SSA | $ 75,000 | $ 152,500 | $ 130,000 | ||||
Payments made to MML | $ 650,000 |
Note 9 - Related Party Transact
Note 9 - Related Party Transactions (Details Narrative) | 9 Months Ended | ||
Sep. 30, 2018USD ($) | 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 | $ 49,600 | ||
Amount due to Mr. Gil | $ 108,496 | ||
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% |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details Narrative) | Aug. 31, 2018USD ($) |
Subscription and Shareholder's Agreement dated August 31, 2018 | |
Tranche 1 funding due to MML by October 31, 2018 | $ 300,000 |
Tranche 1 funding received by MML | 150,000 |
GBP amount of Tranche 1 funding received by MML | 112,859 |
Unpaid balance of Tranche 1 funding payable to MML | $ 150,000 |
Percentage of equity ownership related to full payment of Tranche 1 | 2.91% |