10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     September30, 2015

Or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from     __________________  to  ______________________

000-54936
Commission file number
Zenosense, Inc.
(Exact name of small business issuer as specified in its charter)
Nevada	26-3257291
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
Avda Cortes Valencianas 58, Planta 5, 46015 Valencia, Spain
(Address of principal executive offices)
001 (34) 960454202
(Issuer’s telephone number)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes []       No [ X  ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       Yes []       No [  X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes [  ]       No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 49,615,297 common shares issued and outstanding as of May 10, 2016

ZENOSENSE, INC.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	SIGNATURES	10

2

PART 1 - FINANCIAL INFORMATION

ITEM 1                       FINANCIAL STATEMENTS

ZENOSENSE, INC.

FINANCIAL STATEMENTS

For the Three and Nine Months Ended September 30, 2015 and 2014

TABLE OF CONTENTS

	Page
Balance Sheets (Unaudited)	F-1
Statements of Operations (Unaudited)	F-2
Statements of Cash Flows (Unaudited)	F-3
Notes to Financial Statements (Unaudited)	F-4 to F-7

3

ZENOSENSE, INC.

Balance Sheets

(Unaudited)

	September 30, 2015			December 31, 2014
Assets
Current Assets
Cash	$	1,953		$	4,423
Prepaid expense		6,667			-
Total assets	$	8,620		$	4,423
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expense	$	36,795		$	17,418
Accounts payable and accrued expense – related party		35,040			5,445
Loans payable		110,000			20,000
Stock payable		67,500			67,500
Total current liabilities		249,335			110,363
Stockholders’ Deficit
Common stock 500,000,000 authorized, $0.001 par value,    Shares issued and outstanding 49,615,297		49,615			49,615
Additional paid in capital		1,005,270			1,005,270
Accumulated deficit		(1,295,600	)		(1,160,825	)
Total stockholders’ deficit		(240,715	)		(105,490	)
Total Liabilities and Stockholders’ deficit	$	8,620		$	4,423

See accompanying notes to the unaudited financial statements.

F-1

ZENOSENSE, INC.

Statements of Operations

For the Three and Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	Three Months ended September 30, 2015			Three Months ended September 30, 2014			Nine Months ended September 30, 2015			Nine Months ended September 30, 2014
Revenues	$	-		$	-		$	-		$	-
Expenses
Research and development expense		32,215		$	52,681		$	32,215		$	282,778
General and administrative expense		30,003			45,734			100,243			133,196
Total expenses		62,218			98,415			132,458			415,974
Loss from operations		(62,218	)		(98,415	)		(132,458	)		(415,974	)
Other expense
Interest expense		(1,317	)		(73	)		(2,317	)		(163	)
Total other expense		(1,317	)		(73	)		(2,317	)		(163	)
Net loss	$	(63,535	)	$	(98,488	)	$	( 134,775	)	$	(416,137	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		49,615,297			48,814,474			49,615,297			48,544,011

See accompanying notes to the unaudited financial statements.

F-2

ZENOSENSE, INC.

 Statements of Cash Flows

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	September 30, 2015			September 30, 2014
Operating Activities
Net loss	$	(134,775	)	$	(416,137	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expense		(6,667	)		76,699
Accounts payable and accrued expense		19,377			(9,471	)
Accounts payable and accrued expense – related party		29,595			5,871
Cash used in operating activities		(92,470	)		(343,038	)
Financing activities
Proceeds from third party loan		90,000			-
Proceeds from sales of common stock		-			411,500
Proceeds from note payable		-			13,000
Cash provided by financing activities		90,000			424,500
Net decrease in cash		(2,470	)		81,462
Cash, beginning of period		4,423			26,778
Cash, end of period	$	1,953		$	108,240
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Non-cash investing and financing activities:
Conversion of notes payable and accrued interest into common stock	$	-		$	13,100

See accompanying notes to the condensed financial statements.

F-3

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

1.           Nature of operations

Zenosense, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008, for the purpose of acquiring and developing mineral properties. The Company's mineral rights agreement was terminated on May 15, 2013, and as a result, the Company was no longer a pre-exploration stage company.

On October 1, 2013, because the Company had abandoned its mineral properties development business plan, it accordingly reclassified the mineral development component of operations as discontinued operations.

On November 22, 2013, the Company filed a certificate of amendment 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 the sensory   technology for a methicillin resistant Staphylococcus aureus / Staphylococcus aureus (“MRSA/SA”) detection device and other improvements and variations to the products (the “Sgenia Products”) to be used in the hospital and health care environments, in exchange for a worldwide, exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The License Agreement was modified in April 2014 and July 2014 to extend it to cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate a lung cancer product as well as the MRSA/SA product.

2.           Basis of presentation

The accompanying unaudited interim consolidated financial statements of Zenosense, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on April 14, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014, as reported on Form 10-K, have been omitted.

3.           Going Concern

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2015, the Company had not yet achieved profitable operations, had accumulated losses of $1,295,600 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.  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.

F-4

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

4.           Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with an original maturity of ninety days or less. The Company has not experienced any losses on its deposits of cash and cash equivalents.

Research and development

Research and development costs are expensed as incurred.

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Loss per common share

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Subsequent events

The Company evaluated all events or transactions that occurred after September 30, 2015, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements.

Recently Adopted Accounting Standards

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

5.           Loans 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 September 30, 2015, the Company had accrued interest of $827 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 September 30, 2015, the Company had accrued interest of $589 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 September 30, 2015, the Company had accrued interest of $173 in connection with the promissory note.

On July 11, 2015, the Company received $60,000 pursuant to a promissory note issued to a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At September 30, 2015, the Company had accrued interest of $666 in connection with the promissory note.

F-5

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

6.           Common Stock

Zenosense’s authorized capital consists of 500,000,000 shares of common stock, with par value of $0.001.

On July 28, 2014, the Company entered into a Securities Purchase Agreement under which the investor committed to purchase an aggregate of 1,370,000 shares of the Company’s common stock, for an aggregate purchase price of $274,000.  The initial purchase of shares was made on July 28, 2014 for 357,000 shares for a purchase price of $71,500. Two additional purchase installments were made in August and September.  Each installment was for 337,500 shares at a purchase price of $67,500 per installment. The shares when issued are pursuant to an exemption from registration under the federal securities laws.  On November 11, 2014, the Company received the final installment due under the Securities Purchase Agreement of $67,500 for 337,500 shares of common stock, and as of September 30, 2015 the shares in connection with the final investment have not been issued.

7.           Commitments

In December 4, 2013, the Company entered into the License Agreement with Sgenia Industrial S.L. and its subsidiaries, Sgenia Soluciones S.L and ZENON Biosystem S.L (collectively, “Sgenia”) for the development of the Sgenia Products, to be based on the Sgenia sensory technology.  Pursuant to the License Agreement, the Company will have a worldwide exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The Company entered into three amendments (the “Amendments”) to the License Agreement to modify and extend the Sgenia Products to include a lung cancer product and change the product development schedule and the research funding budget to accommodate the additional lung cancer product as well as the continuation of the development of the MRSA product.

Additionally, the development stage objectives and milestones were modified to reflect the current state of development of each of the Sgenia Products.

Under the License Agreement, the Company is funding the development of the Sgenia Products pursuant to a research and development plan proposed by Sgenia and accepted by the Company. The funding will be provided on an advance basis, per month, based on agreed development stages. In return, the Company will have the exclusive right to manufacture, formulate, package, market and sell the Sgenia Products world-wide, for 40 years, subject to a limitation on the inclusion of Spain in the territory. All intellectual property developed by Sgenia at any time during the term related to manufacturing, formulating and/or packaging process shall be shared ownership and licensed to

the Company on a royalty-free basis. Sgenia will also supply to the Company, at a negotiated price based on quantity, all of the requirements for the integrated circuits on microchips that are necessary for the operation of the Sgenia Products. Sgenia and the Company will also work together to research and develop the Sgenia Products and establish written plans and reviewing committees for the management of the overall development project and commercialization of the Sgenia Products.

The 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 2014,at the date of this report, the revised and approved budget is approximately $1,142,143, of which $769,787 has been advanced (including the amount advanced under the prior budget) as of September 30, 2015. The Company is currently committed to advancing approximately EUR656,000, for research and development under the revised and approved budget, and subject to Sgenia meeting certain milestones. Some of the milestones have not been met as of September 30, 2015.  The aggregate of the advances paid by the Company are recorded as research and development expenses. The budget may be changed by mutual agreement from time to time.

In addition to providing the development funding, the Company will also pay royalties for completed sales of the Sgenia Products, payable 60 days after each fiscal quarter of the Company (the “Royalties”). The Royalties will be 20% of net sales, which is calculated based on gross sales of the device and the installation and training for the Sgenia Products, less various expenses, including manufacturing, components acquired from Sgenia, commissions, refunds and discounts and sales taxes. If the Sgenia Products are sold by Sgenia in Spain for original use in Spain, then the Royalties on those sales will be reduced. The Company also has the right to sublicense to other parties throughout the world, except in Spain if and when, if at all, Sgenia seeks to act as the distributor in that territory.

The Company has the option to fund the development of future proposed products based on the Sgenia intellectual property, and if funded the Company will obtain the right to manufacture, market and sell the resulting devices.

8.           Related Party Transactions

On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company obtains his services as the Chief Executive Officer of the Company.  The agreement is now on a month-to-month basis.  Mr. Gil receives a base salary and additional compensation equal to 10% of the net sales generated from the License Agreement.   During the nine months ended September 30, 2015, the Company recorded $44,493 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, 2015, the Company owes Mr. Gil $35,040.  No additional compensation based on net sales has been earned to date.

F-6

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

9.           Subsequent Events

On November 2, 2015, the four notes owed by the Company were assigned by the original investor to a new party, which notes (the “Notes”) represent a total of $110,000 plus accrued interest.  The Notes bear interest of 5% and are due on demand. On March 29, 2016, the current note holder gave notice that it demanded repayment of all principal amounts and accrued interest outstanding, due within 90 days of the demand notice. The Company has not paid the amount due under the Notes, as of the date of the report.

On April 20, 2016 (the “Issue Date”), the investor holding the Notes agreed to a further loan of $40,000 to assist the Company to meet its immediate liabilities, to carry out compliance work to become current in its filing obligations under the Securities Act of 1934 and to continue to seek funding for its operations in an amount that would allow the Company’s business to continue, including funding the product development under the license with Sgenia, and make repayment of  the loans listed in Note 5. The notice given on March 29, 2016 remains in place. The further loan was made under a Securities Purchase Agreement (the “Agreement”) which closed on April 26, 2016 (the “Closing”). Pursuant to the Agreement and upon the Closing, the Company issued a convertible note (the “Note”) in a principal amount of $40,000.  The Note bears a 5% interest per annum and is due on April 19, 2018.  The Note may be prepaid at any time beginning at the date of the Note was issued and ending 90 days after the Issue Date.

Starting from September 20, 2016, the Note can be convertible into shares of common stock of the Company, at the discretion of the holder, at a price of $0.001 per share. The Company has reserved 40,000,000 shares of Common Stock issuable upon the Conversion.

F-7

ITEM 2.                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

As used in this quarterly report, the terms “we,” “us,” “our,” “our company” and “Zenosense” mean Zenosense, Inc., unless otherwise indicated.  We have no subsidiaries.

General Overview

Zenosense, Inc. was incorporated on August 11, 2008 in the State of Nevada. Our authorized common stock currently consists of 500,000,000 authorized shares of common stock, with par value of $0.001.

The original purpose of the company was to acquire and to develop mineral properties and to engage in the exploration for gold and other mineral properties.  On May 15, 2013, our mining lease expired and we lost our right to explore the mining property.  We then became a shell company, as defined under the Securities and Exchange Act of 1934, as amended, until December 4, 2013, when we entered into the transaction with Sgenia described below.

In the summer of 2013, we started to look for other business opportunities.  We became interested in sensory technology devices for use in hospitals and health care environments.  During the latter part of the year, we began to negotiate a license agreement with the developers of such technology (the “Sgenia Technology”), and in December 2013, we entered into a Development and Exclusive License Agreement (the “License Agreement”) with Sgenia Industrial, S.L. (“Sgenia”) and its subsidiaries Sgenia Soluciones, S.L. (“Sgenia Subsidiary”) and ZENON Biosystem, S.L. (“Zenon”), all of which were formed under the laws of Spain. The products currently being developed under the License Agreement include one to be used in the detection of methicillin resistant Staphylococcus aureus/Staphylococcus aureus (“MRSA/SA”) in the healthcare environment and another to be used to detect lung cancer in patients.  Under the terms of the License Agreement, we will provide Zenon with capital for the development of the devices that utilizes the Sgenia Technology (the “Sgenia Products”), in exchange for a worldwide, exclusive license to manufacture, formulate, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis.  The License Agreement gives us additional rights to improvements and developments to the Sgenia Products and future products using the Sgenia Technology.

In December 2013, we filed an amendment to our charter to change our name from “Braeden Valley Mines, Inc.” to “Zenosense, Inc.” and to increase the number of our authorized shares of Common Stock from 50,000,000 shares to 500,000,000 shares.  The amendments were approved by our stockholders on November 23, 2013 at the annual meeting of the stockholders. We also entered into capital contribution agreements to reduce the number of outstanding shares held by our prior management, converted some outstanding debt and raised initial working capital, in part to be able to finalize the License Agreement and make the initial development payment.

To fund our obligations under the License Agreement, we have sold shares of common stock on a private placement basis and converted funds advanced to the Company into common shares of the Company.

As a result of the change of our corporate name to Zenosense, Inc., the trading symbol of the company changed to “ZENO.”

Plan of Operation

Our business plan is to develop devices to be used in hospitals and other medical care centers to detect MRSA/SA and the signs of lung cancer, and to fund the medical trials of those medical devices.  Our principal activity since December 2013 has been funding the development of the Sgenia Products.  At September 30, 2015, we had working capital deficit of $171,181. Our current cash assets are not sufficient to cover our current and expected expenses, including the funding obligation under the License Agreement, and therefore, we will need to obtain further financing, without which we will not be able to execute our business plan.

4

Assuming that we are able  to obtain operational funding, in addition to any funding necessary to maintain our status as a public company, subject to regular review and additional assessment of requirements, currently we anticipate that we will incur the following expenses over the twelve (12) month period following funding in connection with the development of the Sgenia Products: (1) we will have to fund the future development expenses of Sgenia in the approximate amount of 656,000 euros, (2) payment of compensation to our officers, employees, and consultants of approximately $100,000, (3) legal, audit and reporting expenses of approximately $50,000, and (4) general working capital.  Additional unknown expenses may arise from time to time, which we cannot currently identify or determine a possible expense.  We will need additional funding to cover our anticipated expenses mentioned above, and for future development and implementation of our business plan. 

In light of our current inability to fund our operations and fund the Sgenia license and the fact that the Sgenia research is delayed, we reviewed with Sgenia the development schedule and funding requirements for the initial products and requirements to develop the cancer sensory devices, and have agreed in principle to an alternative development schedule which would result in the lengthening of the developmental schedule for these products and an increase of the budget requirements. The schedule and funding will be finalized once we have obtained sufficient funding, for which we cannot give any assurance that we will be able to obtain. We have been attempting to secure the necessary funding to continue either the existing development schedule and corresponding budget or the alternative development schedule. We have engaged with a number of interested parties, however, to date, we have not been successful in securing the requisite funding.

Liquidity and Capital Resources

As of September 2015 and December 31, 2014, our total assets were $8,620 and $4,423, respectively, and our total current liabilities were $249,335 and $110,363, respectively.  As of September 30, 2015, we had a working capital deficit of $240,715.  Our financial statements report a net loss of $134,775 for the nine months ended September 30, 2015.

We have had recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.  Our financial statements reflect that there is a going concern qualification.

Currently, we have only limited cash and similar assets, which do not allow us to continue with the funding obligations of the license with Sgenia.  The license agreement has not been declared in default. Further funding of the development project is not yet due as Sgenia has not completed the current stage of development terms.

As noted in our financial statements, we have received notice of default on a note for $110,000 in principle amount, plus interest. Currently we do not have the ability to repay this note.  We have, however, received an additional $40,000 from the investor holding the Notes as of April 26, 2016, which was invested after the investor declared the default.  Under the notice and default provision we have until the end of June to make payment on the Notes declared in default. We have been in negotiations with the holder of the Notes concerning the default to reach an agreement other than payment at this time.  If however we fail to reach an agreement and the default is enforced, we may have to cease operations, seek bankruptcy protection or enter into negotiations for a solution that would resolve the default. Any negotiated resolution of the default could be disadvantageous to the Company.

Results of Operations

Overview

The following discussion of the results of operations, cash flows and changes in our financial position should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2014, which are included in our Form 10-K, filed on April 14, 2015.

Three Months Ended September 30, 2015 and 2014

Our operating results for the three months ended September 30, 2015 and for the three months ended September 30, 2014 are summarized as follows:

	Three Months Ended September 30
	2015		2014
Revenue	-		-
Operating Expenses	$	62,218	$	98,415
Net (Loss)	$	(63,535)	$	(98,488)

5

Operating Expenses

Our operating expenses for the three months ended September 30, 2015 and 2014 are outlined in the table below:

	Three Months Ended
	September 30
	2015		2014
Research and development expenses	$	32,215	$	52,681
General and administrative expenses	$	30,003	$	45,734

The decrease in research and development expenses is due to the Company having to minimize the development funding made available to Sgenia under the Company’s License Agreement with Sgenia signed in December 2013, as amended, due to lack of available funds and delays in the product development. Monies provided to Sgenia in the three months ended September 30, 2015 were provided to maintain the development project, assist Sgenia in continuing to complete Stage One and to begin work on Stage Two, in the expectation that the development project would progress in full once funds were available, the Company focusing its efforts on trying to raise those funds. The Company provided the funds agreed as required to fund Stage One in 2014. This Stage is ongoing and has not yet been completed.

General and administrative expenses have decreased as a result of decreased consulting services and a decrease in our legal and accounting fees. 

The Company has suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

Nine Months Ended September 30, 2015 and 2014

Our operating results for the nine months ended September 30, 2015 and for the nine months ended September 30, 2014 are summarized as follows:

	Nine Months Ended September 30
	2015		2014
Revenue	-		-
Operating Expenses	$	132,458	$	415,974
Net (Loss)	$	(134,775)	$	(416,137	)

Operating Expenses

Our operating expenses for the nine months ended September 30, 2015 and 2014, are outlined in the table below:

	Nine Months Ended
	September 30
	2015		2014
Research and development expenses	$	32,215	$	282,778
General and administrative expenses	$	100,243	$	133,916

6

The decrease in research and development expenses is due to the Company having to minimize the development funding made available to Sgenia under the Company’s License Agreement with Sgenia signed in December 2013, as amended, due to lack of available funds and delays in product development. Monies provided to Sgenia in the three months ended September 30, 2015 were provided to maintain the development project, assist Sgenia in continuing to complete Stage One and to begin work on Stage Two, in the expectation that the development project would progress in full once funds were available, the Company focusing its efforts on trying to raise those funds. The Company provided the funds agreed as required to fund Stage One in 2014. This Stage is ongoing and has not yet been completed.

General and administrative expenses have decreased as a result of decreased consulting services and a decrease in our legal and accounting fees. 

The Company has suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.

	Nine Months Ended		Nine Months Ended
Cash Flows	September 30,  2015		September 30, 2014
Net Cash Used in Operating Activities	$	(92,470)	$	(343,038)
Net Cash Provided by Financing Activities	$	90,000	$	424,000
Cash increase (decrease) during the period	$	(2,470)	$	80,962

We had cash of $1,953 and $4,423 as of September 30, 2015 and December 31, 2014, respectively. We had a working capital deficit of $240,715 as of September 30, 2015, compared to working capital deficit of $105,490 as of December 31, 2014.

We used cash in operations of $92,470 during the nine months ended September 30, 2015, for funding our corporate obligations and SEC reporting and providing Sgenia with limited funding to continue the development project during that period.  We have not funded the Sgenia licence during this period due to the fact that Sgenia and Zenon have not completed the preconditions for the next phase of funding.

During the nine months ended September 30, 2014, cash used in operations of $343,038, mainly due to payments to Sgenia to conduct research and development activities on behalf of the Company.

We received $60,000 of cash proceeds from a loan during the three months ended September 30, 2015.  During the nine months ended September 30, 2014, we received cash advances of $13,000 from a third party and $411,500 of cash proceeds from the sale of the Company’s common stock.

Based on our current operating plan, we will not generate revenue that is sufficient to cover our expenses for at least the next twelve (12) months.  In addition, we do not have sufficient cash and cash equivalents to execute our operations for at least the next twelve (12) months.  We will need to obtain additional financing to operate our business for the next twelve (12) months.  We expect to raise the capital necessary to fund our company through advances or a private placement and public offering of our common stock.  Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.  Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital.  If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced.  New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations.  If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.

Since inception, we have issued 49,615,297 shares of our common stock.

Limited Operating History: Need for Additional Capital

Based on our current operating plan, we do not expect to generate any revenue for at least the next twelve months.  In addition, we do not have sufficient cash and cash equivalents to fund our operations for at least the next twelve months.  We will need to obtain additional financing to operate our business for the next twelve months.  We hope to obtain the capital necessary to fund our business through private placements and public offerings of our common stock.  Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.  Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital.  If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced.  New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock.

Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.

7

Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4                        CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and the participation of our management, consists of our principal executive officer (who is also our principal financial officer), we conducted an evaluation as of September 30, 2015, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer, who is also our principal financial officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2015, because (1) the Company lacks a functioning audit committee and there is a lack of independent directors on the board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) the Company has inadequate segregation of duties consistent with control objectives; and (3) the Company has ineffective controls over its period end financial disclosure and reporting processes. The Company operations are also ineffective due to the lack of operating funding.

Changes in internal controls over financial reporting 

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

8

PART II OTHER INFORMATION

ITEM 1                        LEGAL PROCEEDINGS

None.

ITEM 1A                     RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company’s annual report on Form 10-K, which was filed with the Securities and Exchange Commission on April 14, 2014.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2                        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3                        DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4                        MINE SAFETY DISCLOSURES

N/A.

ITEM 5                        OTHER INFORMATION

None.

ITEM 6                        EXHIBITS

The following documents are included herein:

Exhibit  No.	Document Description
31.1	Certification of Principal Executive Officer who is also the Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith
32.1	Certification of Chief Executive Officer who is also the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith
101.INS	XBRL Instance Document	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document	Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith.
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document	Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith.

9

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant.

		ZENOSENSE, INC.
Date:  May 13, 2016	By:	/s/ Carlos Jose Gil
	Name:	Carlos Jose Gil
	Title:	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carlos Jose Gil, certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 of Zenosense, Inc. (the “registrant”);

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.   Based on my knowledge, the financial statements, and other financial information included in this  report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b)   Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report,  our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d)   Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the  registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.   I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 13, 2016	By:	/s/ Carlos Jose Gil
	Name:	Carlos Jose Gil,
	Title:	Chief Executive Officer and Principal Financial Officer

EX-32.1

Ex 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Carlos Jose Gil, Chief Executive Officer and Principal Financial Officer of Zenosense, Inc.  (the "Company"), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report on Form 10-Q of the Company for the quarter ended September 30, 2015, which this certification accompanies (the "Periodic Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 13, 2016	By:	/s/ Carlos Jose Gil
	Name:	Carlos Jose Gil
	Title:	Chief Executive Officer and Principal Financial Officer

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	May. 10, 2016
Document And Entity Information
Entity Registrant Name	Zenosense, Inc.
Entity Central Index Key	0001458581
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		49,615,297
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

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Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash	$ 1,953	$ 4,423
Prepaid expenses	6,667
Total current assets	8,620	$ 4,423
Current liabilities:
Accounts payable and accrued expenses	36,795	17,418
Accounts payable and accrued expenses, related party	35,040	5,445
Loan payable	110,000	20,000
Stock payable	67,500	67,500
Total current liabilities	249,335	110,363
Stockholders Equity (Deficit):
Common stock 500,000,000 shares authorized, $0.001 par value, 49,615,297 shares issued and outstanding, respectively	49,615	49,615
Additional paid in capital	1,005,270	1,005,270
Accumulated deficit	(1,295,600)	(1,160,825)
Total stockholders deficit	(240,715)	(105,940)
Total liabilities and stockholders deficit	$ 8,620	$ 4,423

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Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	49,615,297	49,615,297

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Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenues
Expenses
Research and development	$ 32,215	$ 52,681	$ 32,215	$ 282,778
General and administrative	30,003	45,734	100,243	133,196
Total expenses	62,218	98,415	132,458	415,974
Loss from operations	(62,218)	(98,415)	(132,458)	(415,974)
Other expense
Interest expense	(1,317)	(73)	(2,317)	(163)
Total other expense	(1,317)	(73)	(2,317)	(163)
Net loss	$ (63,535)	$ (98,488)	$ (134,775)	$ (416,137)
Net loss per common share:
Basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average common shares outstanding:
Basic and diluted	49,615,297	48,814,474	49,615,297	48,544,011

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Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Operating Activities
Net loss	$ (134,775)	$ (416,137)
Changes in balances of assets and liabilities:
Prepaid expense	(6,667)	76,699
Accounts payable and accrued expenses	19,377	(9,471)
Accounts payable and accrued expenses, related party	29,595	5,871
Cash used in operating activities	(92,470)	$ (343,038)
Financing activities
Proceeds from loan from third party	$ 90,000
Proceeds from sales of common stock		$ 411,500
Proceeds from note payable		13,000
Cash provided by financing activities	$ 90,000	424,500
Net increase (decrease) in cash	(2,470)	81,462
Cash, beginning of period	4,423	26,778
Cash, end of period	$ 1,953	$ 108,240
Supplemental disclosure of cash flow information
Cash paid for income taxes
Cash paid for interest
Non-cash investing and financing activities:
Conversion of notes payable and accrued interest into common stock		$ 13,100

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Note 1 - Nature of Operations

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Note 1 - Nature of Operations

1.           Nature of operations

Zenosense, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008, for the purpose of acquiring and developing mineral properties. The Company's mineral rights agreement was terminated on May 15, 2013, and as a result, the Company was no longer a pre-exploration stage company.

On October 1, 2013, because the Company had abandoned its mineral properties development business plan, it accordingly reclassified the mineral development component of operations as discontinued operations.

On November 22, 2013, the Company filed a certificate of amendment 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 the sensory   technology for a methicillin resistant Staphylococcus aureus / Staphylococcus aureus (“MRSA/SA”) detection device and other improvements and variations to the products (the “Sgenia Products”) to be used in the hospital and health care environments, in exchange for a worldwide, exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The License Agreement was modified in April 2014 and July 2014 to extend it to cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate a lung cancer product as well as the MRSA/SA product.

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Note 2 - Basis of Presentation

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Note 2 - Basis of Presentation

2.           Basis of presentation

The accompanying unaudited interim consolidated financial statements of Zenosense, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on April 14, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2014, as reported on Form 10-K, have been omitted.

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Note 3 - Going Concern

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 3- Going Concern

3.           Going Concern

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2015, the Company had not yet achieved profitable operations, had accumulated losses of $1,295,600 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.  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.

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Note 4 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Note 4 - Summary of Significant Accounting Policies

4.           Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with an original maturity of ninety days or less. The Company has not experienced any losses on its deposits of cash and cash equivalents.

Research and development

Research and development costs are expensed as incurred.

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Loss per common share

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Subsequent events

The Company evaluated all events or transactions that occurred after September 30, 2015, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements.

Recently Adopted Accounting Standards

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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Note 5 - Loans payable

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Note 5 - Loan payable

5.           Loans 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 September 30, 2015, the Company had accrued interest of $827 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 September 30, 2015, the Company had accrued interest of $589 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 September 30, 2015, the Company had accrued interest of $173 in connection with the promissory note.

On July 11, 2015, the Company received $60,000 pursuant to a promissory note issued to a third party. The note is unsecured, bears interest at 5% per annum and is due on demand. At September 30, 2015, the Company had accrued interest of $666 in connection with the promissory note.

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Note 6 - Common Stock

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Note 6 - Common Stock

6.           Common Stock

Zenosense’s authorized capital consists of 500,000,000 shares of common stock, with par value of $0.001.

On July 28, 2014, the Company entered into a Securities Purchase Agreement under which the investor committed to purchase an aggregate of 1,370,000 shares of the Company’s common stock, for an aggregate purchase price of $274,000.  The initial purchase of shares was made on July 28, 2014 for 357,000 shares for a purchase price of $71,500. Two additional purchase installments were made in August and September.  Each installment was for 337,500 shares at a purchase price of $67,500 per installment. The shares when issued are pursuant to an exemption from registration under the federal securities laws.  On November 11, 2014, the Company received the final installment due under the Securities Purchase Agreement of $67,500 for 337,500 shares of common stock, and as of September 30, 2015 the shares in connection with the final investment have not been issued.

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Note 7 - Commitments

9 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Note 7 - Commitments

7.           Commitments

In December 4, 2013, the Company entered into the License Agreement with Sgenia Industrial S.L. and its subsidiaries, Sgenia Soluciones S.L and ZENON Biosystem S.L (collectively, “Sgenia”) for the development of the Sgenia Products, to be based on the Sgenia sensory technology.  Pursuant to the License Agreement, the Company will have a worldwide exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The Company entered into three amendments (the “Amendments”) to the License Agreement to modify and extend the Sgenia Products to include a lung cancer product and change the product development schedule and the research funding budget to accommodate the additional lung cancer product as well as the continuation of the development of the MRSA product.

Additionally, the development stage objectives and milestones were modified to reflect the current state of development of each of the Sgenia Products.

Under the License Agreement, the Company is funding the development of the Sgenia Products pursuant to a research and development plan proposed by Sgenia and accepted by the Company. The funding will be provided on an advance basis, per month, based on agreed development stages. In return, the Company will have the exclusive right to manufacture, formulate, package, market and sell the Sgenia Products world-wide, for 40 years, subject to a limitation on the inclusion of Spain in the territory. All intellectual property developed by Sgenia at any time during the term related to manufacturing, formulating and/or packaging process shall be shared ownership and licensed to

the Company on a royalty-free basis. Sgenia will also supply to the Company, at a negotiated price based on quantity, all of the requirements for the integrated circuits on microchips that are necessary for the operation of the Sgenia Products. Sgenia and the Company will also work together to research and develop the Sgenia Products and establish written plans and reviewing committees for the management of the overall development project and commercialization of the Sgenia Products.

The 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 2014, at the date of this report, the revised and approved budget is approximately $1,142,143, of which $769,787 has been advanced (including the amount advanced under the prior budget) as of September 30, 2015. The Company is currently committed to advancing approximately EUR656,000, for research and development under the revised and approved budget, and subject to Sgenia meeting certain milestones. Some of the milestones have not been met as of September 30, 2015.  The aggregate of the advances paid by the Company are recorded as research and development expenses. The budget may be changed by mutual agreement from time to time.

In addition to providing the development funding, the Company will also pay royalties for completed sales of the Sgenia Products, payable 60 days after each fiscal quarter of the Company (the “Royalties”). The Royalties will be 20% of net sales, which is calculated based on gross sales of the device and the installation and training for the Sgenia Products, less various expenses, including manufacturing, components acquired from Sgenia, commissions, refunds and discounts and sales taxes. If the Sgenia Products are sold by Sgenia in Spain for original use in Spain, then the Royalties on those sales will be reduced. The Company also has the right to sublicense to other parties throughout the world, except in Spain if and when, if at all, Sgenia seeks to act as the distributor in that territory.

The Company has the option to fund the development of future proposed products based on the Sgenia intellectual property, and if funded the Company will obtain the right to manufacture, market and sell the resulting devices.

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Note 8 - Related party

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Note 7 - Related party transactions

8.           Related Party Transactions

On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company obtains his services as the Chief Executive Officer of the Company.  The agreement is now on a month-to-month basis.  Mr. Gil receives a base salary and additional compensation equal to 10% of the net sales generated from the License Agreement.   During the nine months ended September 30, 2015, the Company recorded $44,493 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, 2015, the Company owes Mr. Gil $35,040.  No additional compensation based on net sales has been earned to date.

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Note 9 - Subsequent Events

9 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

Note 9 - Subsequent Events

9.           Subsequent Events

On November 2, 2015, the four notes owed by the Company were assigned by the original investor to a new party, which notes (the “Notes”) represent a total of $110,000 plus accrued interest.  The Notes bear interest of 5% and are due on demand. On March 29, 2016, the current note holder gave notice that it demanded repayment of all principal amounts and accrued interest outstanding, due within 90 days of the demand notice. The Company has not paid the amount due under the Notes, as of the date of the report.

On April 20, 2016 (the “Issue Date”), the investor holding the Notes agreed to a further loan of $40,000 to assist the Company to meet its immediate liabilities, to carry out compliance work to become current in its filing obligations under the Securities Act of 1934 and to continue to seek funding for its operations in an amount that would allow the Company’s business to continue, including funding the product development under the license with Sgenia, and make repayment of  the loans listed in Note 5. The notice given on March 29, 2016 remains in place. The further loan was made under a Securities Purchase Agreement (the “Agreement”) which closed on April 26, 2016 (the “Closing”). Pursuant to the Agreement and upon the Closing, the Company issued a convertible note (the “Note”) in a principal amount of $40,000.  The Note bears a 5% interest per annum and is due on April 19, 2018.  The Note may be prepaid at any time beginning at the date of the Note was issued and ending 90 days after the Issue Date.

Starting from September 20, 2016, the Note can be convertible into shares of common stock of the Company, at the discretion of the holder, at a price of $0.001 per share. The Company has reserved 40,000,000 shares of Common Stock issuable upon the Conversion.

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Note 4 - Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Use of Estimates

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior year financial statements to conform with the current year presentation.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly liquid investments with an original maturity of ninety days or less. The Company has not experienced any losses on its deposits of cash and cash equivalents.

Research and development

Research and development

Research and development costs are expensed as incurred.

Income taxes

Income taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Loss per common share

Loss per common share

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.

Subsequent events

Subsequent events

The Company evaluated all events or transactions that occurred after September 30, 2015, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

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Note 1 - Nature of Operations (Details Narrative)	Nov. 22, 2013 $ / shares shares
Accounting Policies [Abstract]
Authorized shares, pre-increase	50,000,000
Authorized shares post-increase	500,000,000
Par value per share | $ / shares	$ 0.001

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Note 3 - Going Concern (Details Narrative)	Sep. 30, 2015 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated Losses	$ 1,295,600

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Note 5 - Loans payable (Details Narrative) - USD ($)	Sep. 30, 2015	Jul. 11, 2015	May. 22, 2015	Mar. 12, 2015	Dec. 02, 2014
Note 1
Loan proceeds					$ 20,000
Interest rate					5.00%
Interest payable	$ 827
Note 2
Loan proceeds				$ 20,000
Interest rate				5.00%
Interest payable	589
Note 3
Loan proceeds			$ 10,000
Interest rate			5.00%
Interest payable	$ 173
Note 4
Loan proceeds		$ 20,000
Interest rate		5.00%
Interest payable		$ 666

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Note 6 - Common Stock (Details Narrative)	Sep. 30, 2015 $ / shares shares	Dec. 31, 2014 $ / shares shares	Nov. 14, 2014 USD ($)	Jul. 28, 2014 USD ($) shares
Equity [Abstract]
Common stock, shares authorized	500,000,000	500,000,000
Common stock, par value | $ / shares	$ 0.001	$ 0.001
Aggregate shares for purchase under SPA				1,370,000
Aggregate purchase price | $				$ 274,000
Initial shares purchased				357,000
Purchase price, initial shares purchased | $				$ 71,500
Number of installments, additional purchases				2
Shares for purchase each installment				337,500
Purchase price per installment | $				$ 67,500
Final Purchase installment | $			$ 67,500
Shares unissued	337,500

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Note 7 - Commitments (Details Narrative)	Sep. 30, 2015 USD ($)	Dec. 04, 2013 USD ($)
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

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Note 8 - Related party (Details Narrative)	9 Months Ended
	Sep. 30, 2015 USD ($)	Dec. 05, 2013
Ksego Engineering S.L.
Term of service agreement, years		1
Additional compensation, percent of net sales from license agreement	10.00%
Amounts paid or owed for services rendered, Mr. Gil	$ 29,493
Amount due to Mr. Gil	$ 35,040

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Note 9 - Subsequent Events (Details Narrative)	Sep. 20, 2016 $ / shares shares	Apr. 20, 2016 USD ($)	Mar. 29, 2016	Nov. 02, 2015 USD ($)
Notes Assigned
Notes assigned, value				$ 110,000
Interest rate		5.00%		5.00%
Days from notice of demand for payment of note			90
Securities Purchase Agreement
Principal value		$ 40,000
Interest rate		5.00%		5.00%
The Note may be prepaid at any time beginning at the date of the Note was issued and ending after the Issue Date, in days		90
Conversion price per share | $ / shares	$ 0.001
Shares reserved with respect to SPA | shares	40,000,000