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     September 30, 2016

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 [X]       No [   ]
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 [X]       No [  ] 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. 16,677,451 common shares issued and outstanding as of November 11, 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	12
	SIGNATURES	12

2

PART I - FINANCIAL INFORMATION

ITEM 1                                Financial Statements

ZENOSENSE, INC.

FINANCIAL STATEMENTS

As of September 30, 2016 and December 31, 2015 and

For the Three and Nine Months Ended September 30, 2016 and 2015

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-8

3

ZENOSENSE, INC.

Balance Sheets

(Unaudited)

	September 30, 2016			December 31, 2015
Assets
Current Assets
Cash	$	23,875		$	989
Investment in equity method joint venture		158,290			-
Prepaid expense		-			4,167
Total assets	$	182,165		$	5,156
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expense	$	24,394		$	33,850
Accounts payable and accrued expense – related party		85,671			49,951
Loan payable		-			110,000
Convertible notes, net of discount		246,280			-
Stock payable		67,500			67,500
Total liabilities		423,845			261,301
Stockholders’ Deficit:
Common stock 500,000,000 common stock authorized shares, $0.001 par value issued and outstanding 16,677,451 and 7,087,919 respectively		16,677			7,088
Additional paid in capital		1,188,208			1,047,797
Accumulated deficit		(1,446,565	)		(1,311,030	)
Total stockholders’ deficit		(241,680	)		(256,145	)
Total Liabilities and Stockholders’ deficit	$	182,165		$	5,156

See accompanying notes to these unaudited financial statements.

F-1

ZENOSENSE, INC.

Statements of Operations

For the Three and Nine Months Ended September 30, 2016 and 2015

 (Unaudited)

	Three Months ended September  30, 2016			Three Months ended September 30, 2015			Nine Months ended September 30, 2016			Nine Months ended September  30, 2015
Revenues	$	-		$	-		$	-		$	-
Expense
Research and development expense	$	-		$	32,215		$	-		$	32,215
General and administrative expense		27,627			30,003			98,094			100,243
Total expenses		27,627			62,218			98,094			132,458
Loss from operations		(27,627	)		(62,218	)		(98,094	)		(132,458	)
Other income/(expense)
Interest expense		(31,450	)		(1,317	)		(35,731	)		(2,317	)
Loss in equity method investment		(1,710	)		-			(1,710	)		-
Total other expense		(33,160	)		(1,317	)		(37,441	)		(2,317	)
Net loss	$	(60,787	)	$	(63,535	)	$	(135,535	)	$	(134,775	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding:
Basic and diluted		16,677,451			7,087,828			11,182,619			7,087,828

See accompanying notes to these unaudited financial statements.

F-2

ZENOSENSE, INC.

 Statements of Cash Flows

For the Nine Months Ended September 30, 2016 and 2015

(Unaudited)

	September 30, 2016			September 30, 2015
Operating Activities
Net loss	$	(135,535	)	$	(134,775	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		30,536			-
Loss in equity method investment		1,710			-
Changes in operating assets and liabilities:
Prepaid expense		4,167			(6,667	)
Accounts payable and accrued expense		(3,712	)		19,377
Accounts payable and accrued expense – related party		35,720			29,595
Cash used in operating activities		(67,114	)		(92,470	)
Investing activities
Investment in joint venture		(160,000	)		-
Cash used in investing activities		(160,000	)		-
Financing activities
Proceeds from third party loan		-			90,000
Proceeds from sales of common stock		150,000			-
Proceeds from convertible notes payable		100,000			-
Cash provided by financing activities		250,000			90,000
Net increase (decrease) in cash		22,886			(2,470	)
Cash, beginning of period		989			4,423
Cash, end of period	$	23,875		$	1,953
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Non-cash investing and financing activities:
Conversion from loans payable and accrued interest to convertible notes	$	115,744		$	-

See accompanying notes to these unaudited 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. In May 2013, the Company terminated its mineral development business.

On November 22, 2013, the Company filed a certificate of amendment with the State of Nevada to change its name from “Braeden Valley Mines, Inc.” to “Zenosense, Inc.” and to increase the Company’s authorized shares of common stock from 50,000,000 to 500,000,000, par value $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 based on that technology (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 Sgenia Products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The License Agreement was modified in April 2014 and July 2014 to extend it to cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate a lung cancer product as well as the MRSA/SA product.

On June 20, 2016, the Company entered into a joint venture arrangement by way of a Subscription and Shareholders’ Agreement (“MML SSA”) with a third party medical detection device developer (“Partner”) utilizing a joint venture vehicle, MIDS Medical Ltd (“MML”), a UK Limited company.  As of July 1, 2016, the Company owns a 40% interest in MML in exchange for providing funding to MML during a Phase 1 and prospectively during a Phase 2 development of a universal immunoassay detection technology platform (“MIDS”) with an initial focus on the development of a novel Point of Care (“POC”) cardiac device (“MIDS Cardiac™”). MML will have the right, under license from the Partner, to use the MIDS Intellectual Property (“MIDS IP”) during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party.

The MIDS technology will incorporate what we believe to be a novel microfluidic strip design, magnetic nanoparticle manipulation, and a unique double detection technique using bespoke ‘Hall Effect’ sensors and a bespoke optical sensor which, when combined, will increase significantly the sensitivity and accuracy of the result.  

The MIDS technology platform has the potential to be adaptable to a large array of other POC immunoassay tests, taking them to a whole new level of accuracy, lower cost, ease of use, and speed of testing.  We believe that such a multi-capability POC device, with laboratory gold standard accuracy, could be used to test for conditions such as Chlamydia, prostate, colorectal and other cancers, stroke, sports anti-doping, drugs of abuse, insulin levels, H. Pylori, inflammatory & autoimmune disease, influenza, Legionella, osteoporosis, endocrine levels, respiratory viruses, pneumonia, blood infections, streptococcus, meningitis, rheumatism, hepatitis, HIV, Viral infection, among others.

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 Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on May 23, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2015, as reported on Form 10-K, have been omitted.

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, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $1,446,565 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 pursue its investment in MML and does not expect to attain profitability in the near future. Since its inception, the Company has funded its operations through short-term borrowings, advances, and equity investments. 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 be able to meet its business objectives, including its 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 pursuing its currently planned business operations, or if obtained, whether the funding will be on terms acceptable and/or 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.

Investments in unconsolidated Affiliates

We apply the equity method of accounting where we can exert significant influence over, but do not control or direct, the policies, decisions or activities of the entity. We use the cost method of accounting where we are unable to exert significant influence over the entity. Entities are required to periodically review their equity and cost method investments to determine whether current events or circumstances indicate that the carrying value of the investments may be impaired. We evaluate our cost method investment for impairment when there are indicators of impairment. If indicators suggest impairment we will perform an impairment test to assess whether an adjustment is necessary. The impairment test considers whether the fair value of our cost method investment has declined and if any such decline is other than temporary. If a decline in fair value is determined to be other than temporary, the investment’s carrying value is written down to fair value.

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, 2016, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements.

Recently Adopted Accounting Standards

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

F-5

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

5.           Equity Method Investment

On June 20, 2016, the Company entered into a joint venture arrangement with the Partner, using the joint venture vehicle, MML, a UK limited company. The Company owns a 40% interest in MML. MML is developing the Partner’s MIDS universal immunoassay detection technology with an initial focus on developing a novel POC cardiac device that would be a hand held device able to support high sensitivity tests of various cardiac biomarkers to definitively identify or discount AMI, with accuracy equal or better than gold standard laboratory tests, within minutes.

The Company accounts for its investment in MML using equity method of accounting

The Company evaluated its relationship with MML to determine if it was a variable interest entity (“VIE”) as defined in ASC 810-10 and whether the Company was the primary beneficiary of MML, in which case consolidation with the Company would be required. The Company determined that MML qualifies as a VIE but the Company is not considered as the primary beneficiary. The Company’s investment in MML qualifies for the equity method of accounting since the Company has the ability to exert significant influence over MML through common ownership and management

Through September 30, 2016, the Company has invested $160,000 in MML. For the nine months ended September 30, 2016, the Company recognized $1,710 loss in its equity method investment in MML.

6.           Loans Payable

On November 2, 2015, four promissory notes (the “Prior Notes”) previously owed to a third party were assigned to a new party (the “Note Holder”) for a total of $110,000 in principal, plus accrued interest of $3,647 as of that date. The Prior Notes bear interest of 5% and are due on demand.  At May 17, 2016, the Company had accrued interest of $5,744 in connection with the Prior Notes.

On March 29, 2016, the Note Holder gave notice that it demanded repayment of all principal amounts and accrued interest outstanding on the Prior Notes, due within 90 days of the demand notice. No further action was taken in respect of the demand; however, on May 17, 2016, the Note Holder agreed to exchange the Prior Notes and accrued interest then totaling $115,744 for two new convertible notes.

7.           Convertible Debt

On April 20, 2016, the Note Holder agreed to a loan of $40,000, and the Company issued a convertible note in a principal amount of $40,000 (the “April 2016 Note”).  The April 2016 Note bears interest at 5% per annum and is due on April 19, 2018.  The April 2016 Note may not be prepaid.  As of September 20, 2016, the April 2016 Note became convertible into shares of common stock (the “Conversion”) of the Company, at the discretion of the holder, at a price of $0.007 per share, subject to a blocker provision that limits the amount of common stock that may be issued at any time to 4.99% of the then outstanding shares of common stock.  The Company has initially reserved 5,714,286 shares of Common Stock issuable upon the conversion feature.

On May 17, 2016, the Note Holder agreed to exchange the Prior Notes (see note 6) for two new convertible notes (the “May 2016 Notes”) under two separate Securities Exchange Agreements.  One note is for the principal amount of $53,197 and the other for the principal amount of $62,547, for a combined aggregate principal amount of $115,744.  The May 2016 Notes bear interest at 5% per annum, are due on May 16, 2018 and may not be prepaid by the Company. The May 2016 Notes can be converted into shares of common stock of the Company at the discretion of the holder, at a price of $0.007 per share, subject to a blocker provision that limits the amount of common stock that may be issued at any time to 4.99% percent of the outstanding shares of common stock.  The Company has initially reserved 16,534,857 shares of Common Stock issuable upon the conversion feature.

At September 30, 2016, the Company had accrued interest of $3,230 in connection with the April 2016 and the May 2016 Notes.

The April 2016 and May 2016 Notes have a beneficial conversion feature with a combined intrinsic value of $155,744 for the three notes as of September 30, 2016. The intrinsic value is based upon the difference between the market price of Zenosense’s common stock on the date of issuance and the conversion price of $0.007 The discount is being amortized through an interest expense using the straight line method over the term of the notes. For the three and nine months ended September 30, 2016, the Company recorded amortization of $30,495 on the debt discount.

On September 29, 2016, the Company issued an unsecured convertible note (the “October 2016 Note”) in the principal amount of $60,000, to the Note Holder in exchange of a loan of $60,000. Under the October 2016 Note, the Company also granted an option  to the Note Holder to provide four additional unsecured convertible loans to the Company (the “Option Loans”), in the following amounts: (a) on or before October 31, 2016, an amount of $140,000; (b) on or before November 30, 2016, an amount of $170,000 (c) on or before January 31, 2017, an amount of $180,000; and (d) on or before March 31, 2017, an amount of $100,000. 

The terms and conditions of certain commitment loans (see Note 8 below), the Option Loans and the October 2016 Note (collectively the “New Loans”) are the same (conversion and floor prices having been adjusted in line with the terms of the commitment loans at the time of the reverse stock split completed on August 4, 2016), and bear an interest rate of 10% per annum, based on a 360 day year, and are due four years from the issuance date (the “Maturity Date”). The Company may, at any time prior to the Maturity Date, prepay any unconverted amount of the New Loans in full or in part. The Note Holder may, at any time prior to the Maturity Date convert any or all of the New Loans into shares of common stock of the Company (the “Common Stock”) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, provided that any such conversion is not at a price of less than $0.035 per share (subject to adjustment). In either scenario the total number of shares of Common Stock issued on conversion may not cause the total beneficial ownership held by the Investor and its affiliates, or the Note Holder 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 October 2016 Note to have a beneficial conversion features with an intrinsic value of $53,486. The intrinsic value is based upon the difference between the market price of Zenosense’s common stock on the date of issuance and the conversion price of $0.07. The discount is being amortized through an interest expense using the straight line method over the term of the notes. For the three months ended September 30, 2016, the Company recorded amortization of $41 on the debt discount.

F-6

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

8.           Common Stock

On June 6, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”).  The transaction closed on June 8, 2016.

Under the terms of the SPA; the Investor purchased 9,589,512 shares of the Company’s common stock, par value $0.001 per share, for a purchase price of $150,000 and a commitment by the Investor to provide a series of unsecured convertible loans (the “Commitment Loans”) in an aggregate loan amount of $640,000, payable in four individual amounts, the first payment due by September 20, 2016, the Note Holder retaining the right of first refusal on the Commitment Loans. The first Commitment Loan was not entered into due to the capital requirements of the Company being less than anticipated, primarily due to lower than expected MML development costs during the quarter, which allowed for an amendment to the MML funding obligations of the Company. Consequently, the Company issued the October 2016 Note in the amount of $60,000 rather than draw upon the Commitment Loans.

On September 29, 2016, the Investor, the Company and the Note Holder entered into an amendment to the SPA pursuant to which the Investor, the Note Holder and the Company agreed that should the Note Holder elect to provide the Option Loans, the Investor will not be required to, or will it be permitted to, provide the Commitment Loans. In the event the Note Holder does not provide the Option Loans, the Investor will be required to provide the Commitment Loans in an amended aggregate amount of $580,000, on dates and in amounts to be agreed between the Investor and the Company.

After the close of the stock market on August 3, 2016, the Company implemented a 1-for-7 reverse split of its common stock. All share and per share data in these financial statements and footnotes have been retrospectively adjusted to account for this reverse stock split.

9.           Commitments

Sgenia License Agreement

On December 4, 2013, the Company entered into a 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 obtain a worldwide exclusive license to manufacture, market and sell the resulting Sgenia 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/SA product.

Additionally, the objectives of the development stages and the 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/SA 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, the revised and approved budget is approximately $1,142,143, of which $769,787 has been advanced (including the amount advanced under the prior budget) as of September 30, 2016. The Company is currently committed to advancing approximately EUR656,000 (approximately $718,000), for research and development under the revised and approved budget, and subject to Sgenia meeting certain milestones. Some of the milestones have not been met as of September 30, 2016, reflecting a slowing of the research and development of the Sgenia Products. The Company cannot determine at this time whether or not the Sgenia Products will be fully developed, which will also limit the funding obligations of the Company under the License Agreement. 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.

MML Funding Arrangement

The Company’s funding of MML was limited to an initial committed aggregate payment of £450,500 (approximately $650,000 at exchange rates prevailing at the time of the MML SSA) for Phase 1 of which $160,000 has been paid. In addition, the Company may be required to provide an additional £45,000 (approximately $55,000 at current exchange rates) to be available after March 31, 2017,  payable within 20 days after the Company received written notice from MML.

On September 29, 2016, the MML SSA commitment was amended to provide for the total amount of $650,000, payable under an amended timetable; all the other provisions of the MML SSA remained in force. Under the amendment, the Company has made payments to MML of $130,000 on August 2, 2016 and $30,000 on October 1, 2016. Subsequent payments are expected to be made as follows; (a) on or before October 31, 2016, a payment $110,000, (b) on or before November 30, 2016, a payment of $152,500; (c) on or before January 31, 2017 a payment of $152,500; and (d) on or before March 31, 2017 a payment of $75,000.

F-7

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

10.           Related Party Transactions

On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company 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, if any, to be 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, 2016, the Company recorded $45,539 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, 2016, the Company owes Mr. Gil $85,671.  No additional compensation based on net sales has been earned to date.

11.           Subsequent Events

On October 18, 2016, the Note Holder entered into a Debt Purchase and Assignment Agreement (the “Assignment Agreement”) with an accredited investor as defined in Rule 501(a) of the 1933 Securities Act (the “Junior Holder”), whereby the Junior Holder purchased $42,000 of the principle amount of one of the May 2016 Notes. Under the terms of the Assignment Agreement; (a) the portion of the May 2016 Note held by the Junior Holder (such portion being referred to as the “Junior Note”) will be subordinate to the portion of the May 2016 Note held by the Note Holder (such portion being referred to as the “Senior Note”) and all other debt of the Note Holder issued by the Company at all times that the Company has any obligations under the Senior Note or any other debt securities issued to the Note Holder, and all actions requiring permission from the Note Holder as set out in the May 2016 Note and the Exchange Agreement will remain in place and the Junior Note will be amended to reflect these rights; and (b) the Junior Note will be amended whereby the Junior Holder will not be permitted to convert any of the Junior Note into shares of common stock of the Company unless the trading price of the Company’s securities is equal to or greater than $0.15 per share based on the average volume weighted price of the preceding five trading days.

On October 27, 2016, the Company issued an unsecured note (the “November 2016 Note”) in the principal amount of $140,000, to the Note Holder in exchange of a loan of $140,000. The November 2016 Note is the first out of the four Option Loans and the Note Holder retains the option to provide the balance of the Option Loans. The terms of the November 2016 Note are listed in note 7 above.

On November 1, 2016, after notice from the Note Holder, the Company reissued one of the May 2016 Notes (the “$62,547 May 2016 Note”)  in the amounts of $42,000 and $ 21,968 (which includes the full amount of the interest due through November 1, 2016 on the $62,547 May 2016 Note) under two separate new notes. The terms of the $42,000 note were modified to make it subordinate to the note in principal amount of $21.968, but otherwise the two notes are basically the same and generally carry forward the terms of the May 2016 Notes.

F-8

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.Respective statements concerning the development of both MIDS Cardiac™ and other devices under development have been made based on information obtained from MIDS Medical Ltd. and Zenon Biosystem, which the Company believes to be accurate, but have not been independently verified.

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 aside from our 40% interest in MML.

General Overview

Zenosense, Inc. was incorporated on August 11, 2008 in the State of Nevada. 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 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 new 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 June 2016, we were presented the opportunity of involvement in a joint venture complementary to our current medical device development business plan and we entered into a joint venture to develop the MIDS technology. On June 20, 2016, we entered into a joint venture by way of the MML SSA with the Partner utilizing a joint venture vehicle, MML, a UK Limited company of which we own a 40% interest as of July 1, 2016. Our interest in MML was obtained in exchange for a funding commitment 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.

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

Plan of Operation

Our business plan is to develop devices to be used at the POC in hospitals and other medical care centers to detect AMI, MRSA/SA and the signs of lung cancer, and where necessary, to fund the medical trials of those medical devices. Up to June 20, 2016, our principal activity since December 2013 was funding the development of the Sgenia Products. Because the development activities of the Sgenia Products has slowed, and certain milestones have not been achieved, one of which is the start of hospital testing, we have not been providing additional funding for the development of the Sgenia Products. Additionally, we have not been successful in obtaining our funding for further development of the Sgenia Products.

As a result of the our participation in MML, our primary focus since June 2016 has shifted to the funding and co-development of the MIDS technology platform to develop a hand held device, MIDS Cardiac™, to be used at the POC for the early detection of low levels of certain cardiac biomarkers, using high sensitivity cardiac assays for the diagnosis of AMI.

The MML SSA provides for a series of payments (“Phase 1 Payments”) in an aggregate amount of £450,500 (approximately $650,000 based on the rate of exchange on entering the MML SSA). The Company made a Phase 1 Payment to MML, of $130,000 (the “First Payment”), which was converted to £92,857. Subsequent Phase 1 Payments were expected to be received as follows; (a) on or before September 20, 2016, a payment £106,093, (b) on or before November 20, 2016, a payment of £100,640; (c) on or before January 20, 2017 a payment of £100,640; and (d) on or before March 20, 2017 a payment of £50,320. The MML SSA also provides for a contingency funding (the “Contingency”) to be available after March 31, 2017 in an aggregate amount of up to £45,000 (approximately $58,000) to be paid by us within 20 days of receiving a written notice from MML.

On September 29, 2016, the Company amended the MML SSA (the “Amendment”) to postpone certain anticipated Phase 1 Payments. The outstanding Phase 1 Payments have been amended to be in the following amounts on specified dates: (a) on September 30, 2016, a payment of $30,000, which has been paid; (b) on or before October 30, 2016, a payment of $110,000; (c) on or before November 30, 2016, a payment of $152,500; (d) on or before January 30, 2017 a payment of $152,500; and (e) on or before March 31, 2017, a payment of $75,000, making the aggregated Phrase 1 Payments, including the first payment of $130,000, equal to $650,000. All other provisions and terms of the MML SSA, including the Contingency, remain in force.

The parties to the MML SSA envisage a second phase of development (“Phase 2”) to follow Phase 1. This is expected to be over a similar timeframe and at a similar cost. MML may independently obtain funding for Phase 2 at MML’s option, or invite the Company to fund.

4

The MML SSA contains various provisions to govern our funding obligations: if any Phase 1 Payment is not made within 14 days of it falling due (“Default”), our shareholding in MML may be reduced to zero unless otherwise agreed with the Partner; if no Contingency is drawn during Phase 1 the Partner will be awarded an enduring 2.5% profit after tax right in MML (“Override”) which will increase to a 15% Override if we decline to fund Stage 2; if we decline to fund Phase 2 and any Contingency has been drawn, the Partner will be awarded a 15% Override decreased by 0.5% for each £7,500 tranche of Contingency drawn down during Phase 1. Any Override will convert on a ratio of 1% Override to 1% of ordinary shares in the event of a sale of MML.

At no time prior to a sale will the Company’s ownership interest in MML’s shares be less than 30% unless the Company is in Default. Provided that each Phase 1 Payment is made within 14 days of falling due, the Company also has additional investor control rights over MML, including representation on the board of directors, rights over the appointment and employment of senior management persons, incurring indebtedness, entry into major transactions, budget approval rights, accounting practices and general operational management supervisory rights.

As a condition of the MML SSA, MML has entered into Supply of Services Agreements under which it receives the services of key personnel related to the MIDS development.

At September 30, 2016, we had a working capital deficit of $241,680. Our current cash assets are not sufficient to cover our current and expected expenses, including the contractual funding obligation under the License Agreement and the MML SSA, and therefore, we will need to obtain further financing, without which we will not be able to execute 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.

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 and the MIDS technology: (1) we will have to fund our obligations under the terms of the MML SSA as amended in a minimum total amount of $490,000,(2) we will have to fund the future development expenses of Sgenia in the approximate amount of 683,000 euros, (3) payment of compensation to our officers, employees, and consultants of approximately $100,000, (4) legal, audit and reporting expenses of approximately $50,000, and (5) 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. 

Liquidity and Capital Resources

As of September 30, 2016 and December 31, 2015, our total assets were $182,165 and $5,156, respectively, and our total current liabilities were $423,845 and $261,301 respectively.  As of September 30, 2016, we had a working capital deficit of $241,680.  Our financial statements report a net loss of $60,787 and $135,535 for the three and nine months ended September 30, 2016, respectively.

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 or our obligations under the MML SSA.  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.

In 2016, we received $40,000 on April 26, 2016 as a loan from the Note Holder.  Funding obtained in 2014 and 2015, held by the Note Holder who acquired the Prior Notes, was consolidated into the May 2016 Notes. The April 2016 Note and the May 2016 Notes contain standard anti-dilution provisions and other customary representations, warranties and covenants by, among and for the benefit of the parties.  These notesalso include customary event of default provisions and impose penalties on the Company in certain default events. Additionally, the Note Holder has the right of first refusal in any future equity financing and impose restrictions on the Company’s ability to make distributions to its shareholder, repurchase shares of Common Stock, incur certain liabilities or sell assets.  Notwithstanding the foregoing, the Company is permitted to raise additional capital relating to the Development and Exclusive License Agreement, effective December 4, 2013, as amended.  

On June 6, 2016, we received a cash investment of $150,000 from the Investor in exchange for the issuance of 9,589,512 of common stock. The use of proceeds required the funds to be applied to participating in the MML project and for general working capital. The Investor was required to provide Commitment Loans in an aggregate amount of $640,000 to be applied to the Company’s ongoing obligations under the MML SSA and for general working capital. On September 29, 2016, the Company issued the October Note in the principal amount of $60,000 to the Note Holder, in exchange of a loan of $60,000. Under the October Note, the Company also granted an option to the Note Holder to provide the Option Loans to the Company: (a) on or before October 31, 2016, an amount of $140,000; (b) on or before November 30, 2016, an amount of $170,000 (c) on or before January 31, 2017, an amount of $180,000; and (d) on or before March 31, 2017, an amount of $100,000. Simultaneously the Investor, the Company and the Note Holder entered into an amendment to the SPA pursuant to which the Investor, the Note Holder and the Company agreed that should the Note Holder elect to provide the Option Loans, the Investor will not be required to, nor will it be permitted to, provide the Commitment Loans. In the event the Note Holder does not provide the Option Loans, the Investor will be required to provide the Commitment Loans in an amended aggregate amount of $580,000, on dates and in amounts to be agreed between the Investor and the Company.

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5

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, 2015, which are included in our Form 10-K, filed on May 23, 2016.

Three Months Ended September 30, 2016 and 2015

Our operating results for the three months ended September 30, 2016 and for the three months ended September 30, 2015 are summarized as follows:

	Three Months Ended September 30
	2016		2015
Revenue	-		-
Operating Expenses	$	27,627		62,218
Net (Loss)	$	(60,787)		(62,218	)

Operating Expenses

Our operating expenses for the three months ended September 30, 2016 and 2015 are outlined in the table below:

	Three Months Ended
	September 30
	2016		2015
Research and development expenses	$	-	$	32,215
General and administrative expenses	$	27,627	$	30,003

Research and development expenses have decreased as we have not been providing additional funding for the development of the Sgenia Products

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

Revenues

We have earned no revenues since our inception.

We have 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.

6

Nine Months Ended September 30, 2016 and 2015

Our operating results for the nine months ended September 30, 2016 and for the nine months ended September 30, 2015 are summarized as follows:

	Nine Months Ended September 30
	2016		2015
Revenue	-		-
Operating Expenses	$	98,094	$	132,458
Net (Loss)	$	(135,535)	$	(134,775	)

Operating Expenses

Our operating expenses for the nine months ended September 30, 2016 and 2015 are outlined in the table below:

	Nine Months Ended
	September 30
	2016		2015
Research and development expenses	$	-	$	32,215
General and administrative expenses	$	98,094	$	100,243

Research and development expenses have decreased as we have not been providing additional funding for the development of the Sgenia Products

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

Cash Flows	Nine Months Ended September 30 ,  2016		Nine Months Ended September 30, 2015
Net Cash Used in Operating Activities	$	(67,114)	$	(92,470)
Net Cash Used in Investing Activities	$	(160,000)	$	-
Net Cash Provided by Financing Activities	$	250,000	$	90,000
Cash increase (decrease) during the period	$	22,886	$	(2,470)

We had cash of $23,875 and $989 as of September 30, 2016 and December 31, 2015, respectively. We had a working capital deficit of $241,680 as of September 30, 2016, compared to working capital deficit of $256,145 as of December 31, 2015.

We used cash in operations of $67,114 during the nine months ended September 30, 2016, principally for funding our corporate obligations and SEC reporting. We have not funded the Sgenia license during this three month period due to a lack of available funds and the fact that Sgenia and Zenon have not completed the preconditions for the next phase of funding.

We used cash in investing activities of $160,000 during the nine months ended September 30, 2016, due under the MML SSA.

We received $60,000 of cash proceeds from a loan during the three months ended September 30, 2016.  During the nine months ended September 30, 2016, we received $100,000 of cash proceeds from two loans and $150,000 of cash proceeds from the sale of the Company’s common stock during the nine months ended September 30, 2016.

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.

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, 2016, 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, 2016, 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, 2016, 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 May 23,2016.  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

Additional Information on MML

Demand is increasing for POC tests that can detect very low concentrations of a target analyte and quantify the result.  Current lateral flow based immunoassays can only detect analyte at high levels of concentration.  However, at low concentration levels, the assay system requires amplification either of the signal or the target, which will typically increase the complexity and the costs of the testing device.  Consequently, current POC tests remain largely unreliable for targets that require quantification.

We believe there to be an opportunity to develop a universal immunoassay based POC testing system which:

● Is capable of detecting biomarkers at a nanoparticle level, providing fully quantitative measurement of results i.e. giving a numerical value for each biomarker detected and not just an indication on whether a specified biomarker is actually present,

● Is capable of multiplexing i.e. performing multiple types of test from the same sample,

● Provides full connectivity and networking for collection, storage and transfer of data and results,

● Displays test results in minutes (less than 8 minutes for a panel of up to 3 tests),

● Requires a finger prick sample size for a single test,

● Utilizes a handheld reader and single disposable cartridge designed to be operated by a minimally trained person, requiring modest manual operation, other than for sample collection,

● Contains all necessary reagents and where all steps are automated into an integrated encompassing pre-treatment, analyte specific reaction, signal production, signal reaction and final result: from sample to result in one step,

● Can be adapted to perform different immunoassays for testing in areas such as infectious diseases, drugs of abuse or oncology, especially where rapid diagnosis is critical, and

● Has a simple system design, requiring minimal direct input costs and inline manufacturing processes to keep unit costs as low as possible.

The MML plan is to develop the MIDS platform initially for the cardiac marker POC testing market, these markers being measured to evaluate heart function.  Cardiac markers are used in the diagnosis and risk stratification of patients with chest pain and suspected acute coronary syndrome.  The detection of these markers is used to diagnose acute myocardial infarction (“AMI”) and its severity, typically Troponin (cTnI or cTnT), myoglobin and Creatine kinase MB isoenzyme (CK-MB).

9

Standard procedure for chest pain patients is an immediate ECG, complemented by blood tests for the cardiac markers Troponin I or T, to diagnose AMI. However, the sensitivity of an ECG is recognized as only around 55%-75% accurate. And these standard Troponin tests provide only guidance; as Troponin levels rise over time and are difficult to detect during the early stages. The solution is the detection of very low levels of cardiac markers (Troponin I and T) using high sensitivity cardiac Troponin assays (biomarker detection/measurement process). Gold standard laboratory analyzers currently required to run these tests can give up to a 99.6% Negative Predictive Value (the probability of no AMI): two thirds of suspect patients might be “ruled out” and safely discharged early. However, laboratory analyzers are located centrally, extremely expensive and slow to turnaround results (typically 60 minutes).

MML intends to develop its unique technology platform into a hand-held device for use anywhere, designed to equal or exceed gold standard laboratory levels of accuracy. MML believes it can develop a cardiac device, MIDS Cardiac™ , with a number of key features; a) deliver definitive results at the POC within minutes with a single Troponin I or T test within 3 minutes and three panel test (additional cardiac biomarkers) within 8 minutes, b) accuracy equal or superior to gold standard laboratory high sensitivity assays, c) patient friendly requiring a market leading 5 microliter finger prick blood sample per tested analyte, d) automated operation suitable for use by minimally trained personnel and, e) at a fraction of the cost of laboratory analyzers and results not requiring interpretation from specialized medical personnel.

The global market for cardiac biomarker diagnostic tests is projected to reach $7.2 billion by 2018, of which $1.16 billion is expected to be served by POC devices. The POC market is in its infancy; existing POC hand held devices not accurate or reliable enough to definitively exclude AMI. MML’s ultimate goal is to match or exceed current gold standard” high-sensitivity cardiac assays, currently carried out on relatively slow, hugely expensive laboratory analyzers. One multinational diagnostic company claiming the highest levels of accuracy on the market for a POC cardiac marker device, in reality achieves a mere 65% sensitivity. This poor sensitivity comes nowhere near what MML believes the MIDS Cardiac™ can achieve. Despite the shortcomings of  POC cardiac devices currently on the market, 100’s of millions of dollars per year are generated from device and strip sales which only aid the diagnosis of AMI in conjunction with ECG and clinical symptoms. Should the development of MIDS Cardiac™ be successful we believe the device will deliver unparalleled levels of accuracy, reliability, ease of use and cost savings.

MIDS IP (under license to MML)

The MIDS technology platform is protected by numerous patent applications now in the national phase in key geographic areas and already granted in China (grants in other territories expected to follow).

•   PCT application number PCT/GB2011/050749

•   EP application number 11724436.8

•   USA application number 13809367

•   China application number 201180025701.5 (Granted)

•   India application number 9624/CHENP/2012

The MML technical team has world class expertise and technical know-how of the application of magnetism to medical testing. This knowledge, alongside their commercial experience of the POC market, puts MML in an excellent situation to develop and commercialise MIDS Cardiac™. The Company believes that MML is well positioned to become a leading innovator in this field.  The MML development team has:

· Expertise in the field of quantitative micro-magnetic and luminescence measurement techniques and applying that specialism to measure density and behaviour of particulate markers within body fluids.

· Thirty years of experience in magnetic measurement and magnetic sensor (Hall Effect and Bio-Sensors) design and specifically in magnetic nano-particle applications within the medical and bio-engineering POC field.

· High level experience of dealing with the measurement of changes within body fluids and tissues in micro and nano environments.

· Extensive experience in the design and development of small, low cost POC measurement devices that read changes occurring on input strips, both from an engineering, physics (optics and magnetic), reader software and end user perspective.

· Clear understanding of quality standards, timescales, processes and testing rigours required in the POC healthcare area.

· Established relationships with commercial partners capable of creating licence revenue for enhancements of existing market products and to develop multiple new revenue streams from new applications.

· A broad skills base across its management team covering scientific, technical and financial expertise. Team members have experience of closing deals related to products in this sector.

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ITEM 6                            EXHIBITS

The following documents are included herein:

Exhibit No.	Document Description
10.1	Form of Unsecured Convertible Promissory Note (adjusted as per stock split of August 3, 2016) for use in connection with the New Loans including draws under the Securities Purchase Agreement, dated June 6, 2016, and the September 2016 note for $60K, October 2016 note for $140K.	Filed herewith
10.2	Amendment to Supply of Services Agreement with Mr. Carlos Jose Gil, dated December 5, 2013 (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission on December 6, 2013).	Filed herewith
10.3	Form of Convertible Subordinated Promissory Note, dated November 1, 2016, issued by the Company.	Filed herewith
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.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.
101.INS	XBRL Taxonomy Extension Instance Linkbase Document	Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Linkbase Document	Filed herewith.

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:  November  14, 2016	By:	/s/Carlos Jose Gil
	Name:	Carlos Jose Gil
	Title:	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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EX-10.1

SUBORDINATED UNSECURED CONVERTIBLE NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. THE FOREGOING IN AND OF ITSELF SHALL NOT PROHIBIT THE SECURITIES FROM BEING PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

THE TRANSFERABILITY OF THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING RIGHTS OF FIRST REFUSAL AND RESTRICTIONS AGAINST TRANSFERS) CONTAINED IN A CERTAIN STOCK PURCHASE AGREEMENT, AS AMENDED FROM TIME TO TIME, BETWEEN THE COMPANY AND ________ (A COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE COMPANY FOR EXAMINATION).

ZENOSENSE, INC.

Subordinated unsecured Convertible Note

Issuance Date:  [___], 2016 Principal Amount: U.S. $

FOR VALUE RECEIVED, Zenosense, Inc., a Nevada corporation (the “Company”), hereby promises to pay to the order of ___________, a ______ corporation, or its permitted and registered assigns (“Holder”) the amount set out above as the Principal Amount (the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, prepayment or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section 21.

1.PREPAYMENT. The Company may, at any time prior to the Maturity Date, prepay this Subordinated Unsecured Convertible Note (including all instruments issued in exchange, transfer or replacement hereof, this “Note”) in full, and in part, without the written consent of the Holder. In the event the Company wishes to prepay this Note, it shall notify the Holder of the intended prepayment date, which will not be less than 15 calendar days after the date of the notice.

2.INTEREST RATE.  Interest shall accrue on or be payable under this Note at the rate of 10% per annum, based on a 360 day year.

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3.CONVERSION. This Note shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock, on the terms and conditions set forth in this Section 3.

(a)Mandatory Conversion. On the fourth anniversary of the date of the making of this Note (the “Issuance Date”), the Conversion Amount of this Note shall automatically convert, through no further action on the part of the Company or the Holder, into shares of Common Stock at a price of $0.07 per share (subject to adjustment as provided in Section 5).

(b)Optional Conversion. At any time after the Issuance Date the Holder shall be entitled to convert, in part or in full, any outstanding Conversion Amount of this Note into shares of Common Stock at either (i) a price of $0.07 per share (subject to adjustment as provided in Section 5), or (ii) the amount of the Conversion Amount converted divided by an amount equal to a 15% discount to the Volume Weighted Average Price over the 10 days preceding the date of  the relevant notice of conversion, whichever is the lower price, provided that the lower price will not be less than $0.035 per share (subject to adjustment as provided in Section 5). For any optional conversion as provided in this section, in no event will the number of shares of Common Stock issuable upon conversion exceed the beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.

(c)Mechanics of Conversion.

(i)Conversion; Issuance of Shares. To convert this Note pursuant to Section 3(b) above into shares of Common Stock on any date (a “Conversion Date”), the Holder shall deliver  a copy of a fully-completed and executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company. On or before the fifth Business Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder. On or before the tenth Business Day following the date of receipt of a Conversion Notice, or the triggering of a mandatory conversion pursuant to Sections 3(a), the Company shall issue and deliver to the Holder a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled.

(ii)Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the name and address of the holder of this Note and the principal amount hereof. The entries in the Register shall be conclusive and binding for all purposes absent manifest error. This Note may be assigned, transferred or sold in whole or in part only by registration of such assignment, transfer or sale on the Register. Upon its receipt of a written request to assign, transfer or sell all or part of this Note by the Holder in compliance with the terms hereof and any other applicable restrictions, the Company shall record the information contained therein in the Register and issue one or more new Notes in the same aggregate principal amount as the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 11, provided that if the Company does not so record an assignment, transfer or sale (as the case may be) of all or part of this Note within two (2) Business Days of its receipt of such a request, then the Register shall be automatically updated to reflect such assignment, transfer or sale (as the case may be). The Holder and the Company shall maintain records showing the Principal converted and/or paid (as the case may be) and the dates of such conversion and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion; provided that the Holder and each prior Holder shall execute and deliver such documents as are reasonably requested by the Company to evidence the cancellation of this Note and in the event that the Holder and each prior Holder has not so delivered such executed documents, the Company reserves the right to demand physical surrender of the original Note upon conversion or a Lost Note Affidavit.

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(iii)No Fractional Shares; Transfer Taxes. The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share. The Company shall pay any and all transfer, stamp, issuance and similar taxes (but expressly including any income or similar taxes) that may be payable with respect to the issuance and delivery of Common Stock upon any conversion.

(iv)Legend.  Any shares of Common Stock issued upon conversion of this Note will bear the legends as specified in the Securities Purchase Agreement pursuant to which this Note is originally issued.

4.RIGHTS UPON EVENT OF DEFAULT.

(a)Event of Default.  Each of the following events shall constitute an “Event of Default”:

(i)the Company’s failure to convert this Note in compliance with Section 3, provided that there shall be no Event of Default during any period of good faith disagreement regarding whether the Holder has satisfied all requirements to require conversion of the Note pursuant to Section 3 but only if the Company has promptly responded to any assertion by the Holder that the Note has converted into Common Stock pursuant to Section 3;  

(ii)the Company’s failure to pay to the Holder any Principal or interest  when and as due under this Note or any other amounts within five (5) days of when due under this Note;

(iii)bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company by a third party, shall not be dismissed within sixty (60) days of their initiation;

(iv)the commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company in furtherance of any such action or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under federal, state or foreign law;

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(v)the entry by a court of (A) a decree, order, judgment or other similar document in respect of the Company of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law; (B) a decree, order, judgment or other similar document adjudging the Company as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal, state or foreign law; or (C) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of sixty (60) consecutive days;

(vi)the validity or enforceability of the Note shall be contested by the Company, or a proceeding shall be commenced by the Company seeking to establish the invalidity or unenforceability thereof, or the Company shall deny in writing that it has any material liability or obligation purported to be created under this Note;

(vii)any Event of Default (as defined in the Senior Notes) occurs with respect to the Senior Notes.

(b)Notice of an Event of Default. Upon the occurrence of an Event of Default, the Company shall within five (5) Business Days deliver written notice thereof (an “Event of Default Notice”) to the Holder. At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event of Default, the Holder may, by notice to theCompany and to ________, declare this Note to be forthwith due and payable, whereupon the Principal and interest, plus all reasonable costs of enforcement and collection (including court costs and reasonable attorney’s fees), shall immediately become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company.

5.ADJUSTMENT OF CONVERSION RATE.

(a)Adjustment of Conversion Rate upon Subdivision or Combination of Common Stock at Any Time After June 6, 2016. If the Company subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, then the rate at which the Conversion Amount is convertible into Common Stock provided herein (collectively, the “Conversion Rate”) in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 5(a) shall become effective immediately after the effective date of such subdivision or combination.

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(b)Other Events.  In the event that the Company shall take any action to which the provisions of Section 5(a) are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution of the nature to be protected against by Section 5(a) or if any event occurs of the type contemplated by the provisions of Section 5(a) (i.e., proportional adjustments to reflect changes in the Company’s capital structure, but not anti-dilution protections based on the issuance price of new securities) but not expressly provided for by such provisions, then the Company’s Board of Directors shall in good faith determine and implement an appropriate adjustment in the Conversion Rate so as to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 5(a) will increase the Conversion Rate as otherwise determined pursuant to this Section 5(a), provided further that if the Requisite Holders do not accept such adjustments as appropriately protecting the interests of the holders of the Notes against such dilution of the nature to be protected against by Section 5(a), then the Company’s Board of Directors and the Requisite Holders shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company unless such adjustment, as finally determined by such investment bank, is within three percent (3%) of the Company’s originally proposed adjustment, in which case such fees and expenses shall be borne by the Holders of the Notes.

6.SUBORDINATION. This Note shall be subordinate in right of payment to the principal amount due on the Senior Notes as of the date hereof and pari passu with respect to any amounts due on the Senior Notes after the date hereof or otherwise extended to the Company by any lender, including the holder of the Senior Notes.

7.NON-CIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note. Without limiting the generality of the foregoing, so long as this Note remains outstanding, the Company (a) shall not increase the par value of any shares of Common Stock receivable upon conversion of this Note above the Conversion Rate then in effect and (b) shall take all such actions as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of this Note.

8.RESERVATION OF AUTHORIZED SHARES.

(a)Reservation. The Company shall at all times reserve and keep available out of its authorized but unissued shares Common Stock, solely for the purpose of effecting the conversion of this Note, no less than the maximum number of shares issuable on conversion of this Note (the “Required Reserve Amount”).

(b)Insufficient Authorized Shares.  If, notwithstanding Section 8(a), and not in limitation thereof, at any time while this Note  remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve a number of shares of Common Stock equal to the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall promptly take all action reasonably necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Note. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than seventy (70) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board of Directors to recommend to the stockholders that they approve such proposal.

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9.DISTRIBUTION PARTICIPATION. If, while this Note remains outstanding, the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note, pursuant to Section 3(a), immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

10.AMENDING THE TERMS OF THIS NOTE. Provisions of this Note may be amended only with the written consent of the Company and the Holder.

11.TRANSFER. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company hereunder, subject only to the provisions of the Stockholders Agreement, the Subordination Agreement and any other restrictions expressly provided for or referred to herein.

12.REISSUANCE OF THIS NOTE.

(a)Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will promptly issue and deliver upon the order of the Holder a new Note (in accordance with Section 12(d), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 12(d) to the Holder representing the outstanding Principal not being transferred.

(b)Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 12(d) representing the outstanding Principal.

(c)Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 12(d) and in principal amounts of at least $10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

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(d)Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Sections 12(a) or 12(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, and (iv) shall have the same rights and conditions as this Note.

13.REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company shall provide all information and documentation to the Holder that is reasonably requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Note.

14.PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS.  If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the reasonable costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, reasonable attorneys’ fees and disbursements.

15.CONSTRUCTION; HEADINGS.  This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

16.FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

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17.NOTICES; PAYMENTS.

(a)Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the Stockholders Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) promptly following any adjustment of the Conversion Rate, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least ten (10) days prior to the date on which the Company closes its books or takes a record with respect to any dividend or distribution upon the Common Stock.

(b)Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing, provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day.

18.CANCELLATION. After all Principal and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

19.WAIVER OF NOTICE.  To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

20.GOVERNING LAW. This Note shall be construed and enforced in accor­dance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

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21.CERTAIN DEFINITIONS.  For purposes of this Note, the following terms shall have the following meanings:

(a)“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(b)“Common Stock” means (i) the Company’s shares of common stock, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(c)“Conversion Amount” means, as of the date of calculation, the sum of the outstanding and unpaid Principal plus any other unpaid amounts due under this Note, including interest.

(d) “Maturity Date” shall mean four years from the Issuance Date.

(e)“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(f)“SEC” means the United States Securities and Exchange Commission or the successor thereto.

(g)“Securities Purchase Agreement” means that certain securities purchase agreement, dated as of the date hereof, with a certain prospective investor in the Company, under which the Company will issue and sell to such investor shares of Common Stock for a purchase price of $______, and certain commitment notes, of which this agreement is one for a total principal amount of $______, as it may be amended from time to time.

(h)“Senior Notes” means the Senior Convertible Notes issued in principal amount of $155,744, to ________, and for the avoidance of doubt, any amount in addition to the before stated principal amount (including interest and any costs of collection and other monetary obligations) will not be senior in payment but shall only be entitled to payment on a pari passu basis with this Note.

(i)“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange.

(j)“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b)  if the Common Stock is not then traded on a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported in the OTC Markets (or a similar organization or agency), the most recent bid price per share of the Common Stock so reported the reflects the equivalent of a trading market for the Common Stock; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.

[signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Subordinated Unsecured Convertible Note to be duly executed as of the Issuance Date set out above.

zenosense, inc.

By:                                                                

Name:

Title:

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EXHIBIT I

ZENOSENSE, INC.

CONVERSION NOTICE

Reference is made to the Subordinated Unsecured Convertible Note (the “Note”) issued to the undersigned by Zenosense, Inc. (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of common stock (the “Common Stock”), of the Company, as of the date specified below.

Date of Conversion:

Aggregate Conversion Amount to be converted:

Conversion Price:

Number of shares of Common Stock to be issued:

Please issue the Common Stock into which the Note is being converted in the following name and to the following address:

Issue to:

Facsimile Number:

Holder:

By:

Title:

Dated:

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EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby covenants to issue the above indicated number of shares of Common Stock.

ZENOSENSE, INC.

By:                                                                

Name:

Title:

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EX-10.2

Amendment to Supply of Services Agreement between Zenosense, Inc. and Ksego Engineering, SL dated December 5, 2013

1.   Zenosense, Inc (the “Company”) is actively seeking funds to continue the development of its lung cancer and MRSA products. The Company has also been offered the opportunity to participate, by providing funding, in the development of immunoassay technology platform, initially targeting a PoC device for the rapid diagnosis of cardiac illnesses (“MIDS”).

2.   The Company believes that it can raise the necessary capital to participate in the MIDS project, of which our Chief Executive Officer (“CEO”) will be play a pivotal role as a Commercial Director. The commercial intention will be to attract a large global player to partner with at an early stage.

3.   Our CEO remains unpaid in an amount of $64,867 for the y/e December 2015, and approximately $25,000 to date in 2016, the Company having insufficient funds to pay and relying on his goodwill and forbearance.

4.   To retain and compensate our CEO who is vital to the continuing operations of the Company and to raise funds, the Board of Directors believe it is in the interests of the Company to modify the terms of his employment contract paid through Ksego Engineering, SL. (“Ksego”) This current contract provides for a base salary and additional compensation equal to 10% of the net sales generated from the Development and Exclusive License Agreement entered in December, 2013.

5.   The Company wishes to modify the current contract to provide for (a) a similar additional compensation equal to 10% of the revenue received by Zenosense Inc.    from MIDS Medical Limited as a result of any future commercialization of the prospective MIDS project (“Compensation”); and (b) a right for Ksego to assign all or part of this Compensation as it sees fit without the approval of the Company.

Therefore, the Board of Directors of the Company hereby resolve to amend the Supply of Services Agreement between the Company and Ksego to include the Compensation and the right of assignment.

Date: August 12, 2016

__________________

Name: Carlos Gil

Position: Director

EX-10.3

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE JUNIOR HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $42,000                                                                                     Issue Date: November 1, 2016

CONVERTIBLE SUBORDINATED PROMISSORY NOTE

RECITAL

WHEREFORE, ZENOSENSE, INC, a Nevada corporation (hereinafter called the “Borrower”), and ________ (hereinafter called the “Senior Holder”), entered into a 5% convertible promissory note on May  17, 2016 (“May 2016 Note”), for the principal amount of $62,547 (the “Original Debt”) due May 16, 2018, in the form attached hereto as Exhibit B;

WHEREFORE, no principal or interest of the May 2016 Note has been paid thereon, or converted into any other security of the Company or otherwise compromised or settled as of the date of this convertible subordinated promissory note and the principal amount of $62,547 and $1,420.50 in accrued interest, for a total of $63,967.50 remains outstanding (the “Outstanding Debt”); and

WHERFORE, the Senior Holder has entered into a private transaction with ________, an accredited investor as defined in Rule 501(a) of the 1933 Act (the “Investor”), selling an aggregate amount of $42,000 of the May 2016 Note under a separate Debt Purchase and Assignment Agreement (the “Purchase Agreement”).

WHEREFORE, the Borrower and the Senior Holder have hereby agreed to cancel the May 2016 Note in its entirety and exchange it for two new notes, comprising of a new note to the Senior Holder (the “Senior Note”) in a new principle amount of $21,967.50, which includes $20,547 and accrued interest of $1,420,50, and the issuance to the Investor of this convertible promissory note in principle amount of $42,000 (the “Junior Note”), both new notes essentially in the same form as the May 2016 Note, with the exception of certain terms and conditions being amended in the Junior Note as set forth in the Purchase Agreement. The aggregate principal amount of both the Senior Note and the Junior Note will equal the Outstanding Debt.

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FOR VALUE RECEIVED, ZENOSENSE, INC, a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of ________, a ________ company, or registered assigns (the “Junior Holder”) the sum of $42,000 together with any interest as set forth herein, on May 16, 2018 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of five percent (5%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Junior Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Junior Note which is not paid when due shall bear interest at the rate of five percent (5%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Junior Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Junior Note. Whenever any amount expressed to be due by the terms of this Junior Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Junior Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Junior Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Exchange Agreement dated May 17, 2016, by and between the Senior Holder and the Borrower, which are incorporated herein by reference (the “Exchange Agreement”).

This Junior Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to pre-emptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following additional terms shall apply to this Junior Note:

(i)           The Junior Holder hereby irrevocably subordinates and postpones the payment and the time of payment of all the Junior Note and all claims and demands arising therefrom (collectively the “Junior Debt”) to the Senior Note and any and all other obligations of Borrower represented by a promissory note, and no other agreement or obligation or amount due (collectively the “Senior Obligations”) and directs that the Senior Obligations be paid in full before the Junior Debt. Until all of the outstanding Senior Obligations are actually paid in full, Borrower shall not make, and Junior Holder shall not receive or accept, any direct or indirect payments of principal, interest, fees or expenses or any other consideration in respect of the Junior Debt.  Notwithstanding any provision of this Junior Note to the contrary, Borrower shall not be prohibited from making or issuing, and Junior Creditor shall not be prohibited from receiving, (x) any payments in respect of the Junior Debt paid in kind (by capitalizing the amount due as additional principal thereunder), or (y) an accrual of any default interest payable under any Junior Debt; provided, that no such default interest or payments in kind may be paid (or redeemed) in cash until the Senior Obligations have been actually paid in full.

The Junior Holder shall: (i) as reasonably applicable, make notations on its books and records beside all accounts or on such other statements evidencing or recording any Junior Debt to the effect that such Junior Debt is subject to the provisions of this Junior Note, (ii) furnish Senior Holder, upon its request from time to time a statement of the account between Junior Holder and Borrower representing the Junior Debt and copies of related documents, and (iii) give Senior Holder, upon its reasonable request, reasonable access to Junior Holder’s books and records pertaining only to such accounts with the right to make copies thereof.

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Borrower has not granted and shall not grant to Junior Holder, and the Junior Holder does not hold and shall not accept or take, any lien or security interest in any property or assets of Borrower now owned or hereafter created or acquired, without the express written permission of the Senior Holder.

Junior Creditor shall not at any time or in any manner: (a) foreclose upon, take possession of, or attempt to realize on any property or assets of Borrower, or (b) proceed in any way to enforce any rights, remedies or claims he has or may have against Borrower or any of its property or assets by contract, at law or in equity under or in respect of the Junior Debt or otherwise, (c) accelerate the Junior Debt, and declare it immediately due and payable, (d) commence any proceeding against Borrower or any of its properties or assets, including any proceeding under any bankruptcy, insolvency, reorganization, arrangement, liquidation, dissolution, moratorium or similar law of any other jurisdiction, or apply for a trustee, receiver or custodian (however named) for all or a substantial part of the property of Borrower; or (e) contest, protest or object to any action taken by Senior Holder, unless and until all of the outstanding Senior Obligations have been actually paid in full.

In the event a petition or action for relief shall be filed by or against Borrower under any law relating to bankruptcy, insolvency, reorganization, receivership, general assignment for the benefit of creditors, moratorium, creditor composition, arrangement or other relief for debtors, the Senior Holder’s claims (secured or unsecured) against the assets or estate of Borrower shall be indefeasibly paid in full, in cash before any payment is made to Junior Holder on the Junior Debt, whether such payment is in cash, securities or any other form of property or rights.

Should Junior Holder directly or indirectly receive any payment or distribution not permitted by the provisions of this Junior Note from Borrower or out of any assets of Borrower, prior to the actual payment in full of the Senior Obligations, the Junior Holder will deliver the same to Senior Holder in the form received (except for the endorsement or assignment of Junior Creditor where necessary), for application to the Senior Obligations in such order and manner as Senior Holder may elect. Until delivered, the Junior Creditor shall hold the same, in trust, for Senior Holder and shall not commingle the property of Senior Holder with any other property held by Junior Holder. In the event Junior Holder fails to make any such endorsement or assignment, Senior Holder, or any of its officers or employees on behalf of Senior Holder, is hereby irrevocably authorized in its own name or in the name of Junior Holder to make such endorsement or assignment and is hereby irrevocably appointed as Junior Holder’s attorney-in-fact for those purposes.

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ARTICLE I. CONVERSION RIGHTS

1.1   Conversion Right. The Junior Holder shall have the right from time to time, from the Issue Date and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article II) pursuant to Section 1.6(a) or Article II, each in respect of the remaining outstanding principal amount of this Junior Note to convert all or any part of the outstanding and unpaid principal amount of this Junior Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Junior Holder be entitled to convert any portion of this Junior Note (A) at a time when the market price is less than $0.15 per share, as reported on the Principle Market (defined in Section 2.8), subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events, or (B)  in excess of that portion of this Junior Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Junior Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Junior Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Junior Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Junior Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the maximum percentage limitations on conversion may be waived by the Junior Holder upon, at the election of the Junior Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Junior Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Junior Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Junior Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Junior Note, the sum of (1) the principal amount of this Junior Note to be converted in such conversion plus (2) at the Junior Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Junior Note to the Conversion Date, plus (3) at the Junior Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Junior Holder’s option, any amounts owed to the Junior Holder pursuant to Sections 1.3 and 1.4(g) hereof.

1.2   Conversion Price. The conversion price (the “Conversion Price”) is set at $0.007 (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).  Other than as set forth in the foregoing sentence, the Conversion Price will not be otherwise reduced, for any reason, without the express written permission of the Senior Holder.  The Borrower undertakes to take all reasonable action to prevent the conversion of this Junior Note at a price less than the Conversion Price.

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1.3   Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares (the “Reserved Amount”), free from pre-emptive rights, to provide for the issuance of Common Stock upon the full conversion of this Junior Note. Subject to the limitations set forth in this Junior Note, the Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Junior Note, and (ii) agrees that its issuance of this Junior Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Junior Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 2.2 of the Junior Note.

1.4   Method of Conversion.

(a) Mechanics of Conversion. Subject to Section 1.1, this Junior Note may be converted by the Junior Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Junior Note at the principal office of the Borrower.

(b) Surrender of Junior Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Junior Note in accordance with the terms hereof, the Junior Holder shall not be required to physically surrender this Junior Note to the Borrower unless the entire unpaid principal amount of this Junior Note is so converted. The Junior Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Junior Holder and the Borrower, so as not to require physical surrender of this Junior Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Junior Note is converted as aforesaid, the Junior Holder may not transfer this Junior Note unless the Junior Holder first physically surrenders this Junior Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Junior Holder a new Junior Note of like tenor, registered as the Junior Holder (upon payment by the Junior Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Junior Note. The Junior Holder and any assignee, by acceptance of this Junior Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Junior Note, the unpaid and unconverted principal amount of this Junior Note represented by this Junior Note may be less than the amount stated on the face hereof.

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Junior Note in a name other than that of the Junior Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Junior Holder or the custodian in whose street name such shares are to be held for the Junior Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

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(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Junior Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Junior Holder certificates for the Common Stock issuable upon such conversion within five (5) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Junior Note) in accordance with the terms hereof.

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Junior Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Junior Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Junior Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Junior Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Junior Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Junior Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Junior Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Junior Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Junior Holder by crediting the account of Junior Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Junior Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Junior Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Junior Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Junior Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Junior Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Junior Note, in which event interest shall accrue thereon in accordance with the terms of this Junior Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Junior Note. The Borrower agrees that the right to convert is a valuable right to the Junior Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

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1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Junior Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Exchange Agreement). Until such time as the shares of Common Stock issuable upon conversion of this Junior Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Junior Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE JUNIOR HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BEPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Borrower shall issue to the Junior Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Junior Note, such security is registered for sale by the Junior Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 2.2 of the Junior Note.

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1.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. Subject to the subordination provisions, at the option of the Junior Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of unless such transaction directly relates to the raising of capital to fund development under the terms of the Development and Exclusive License Agreement (“License Agreement”), effective December 4, 2013 and as amended or amended in the future, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article II) pursuant to which the Borrower shall be required to pay to the Junior Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article II) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Junior Note is issued and outstanding and prior to conversion of all of the Junior Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Junior Holder of this Junior Note shall thereafter have the right to receive upon conversion of this Junior Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Junior Holder would have been entitled to receive in such transaction had this Junior Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Junior Holder of this Junior Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Junior Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Junior Holder shall be entitled to convert this Junior Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Junior Holder of this Junior Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Junior Holder with respect to the shares of Common Stock issuable upon such conversion had such Junior Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

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(d) Purchase Rights. Subject to the right of the Senior Holder to purchase all of the securities offered by the Borrower under the Purchase Rights in its Senior Note, as to all the securities into which the Senior Note and the Junior Note may be converted, if, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then if the Senior Holder has not purchased all its pro rata portion based on the Senior Note and Junior Note together, the Junior Holder of this Junior Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Junior Holder could have acquired if such Junior Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Junior Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(e) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Junior Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Junior Holder, furnish to such Junior Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Junior Note.

1.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Junior Note more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Exchange Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Junior Note, this will be considered an Event of Default under Section 2.3 of the Junior Note.

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1.8 Status as Shareholder. Upon submission of a Notice of Conversion by the Junior Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Junior Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Junior Holder’s rights as a Junior Holder of such converted portion of this Junior Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Junior Holder because of a failure by the Borrower to comply with the terms of this Junior Note. Notwithstanding the foregoing, if a Junior Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Junior Note for any reason, then (unless the Junior Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Junior Holder shall regain the rights of a Junior Holder of this Junior Note with respect to such unconverted portions of this Junior Note and the Borrower shall, as soon as practicable, return such unconverted Junior Note to the Junior Holder or, if the Junior Note has not been surrendered, adjust its records to reflect that such portion of this Junior Note has not been converted. In all cases, the Junior Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Junior Note.

1.9 Prepayment. The Borrower has no right of prepayment.

ARTICLE II. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

2.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Junior Note, whether at maturity, upon acceleration or otherwise.

2.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Junior Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Junior Holder of the conversion rights of the Junior Holder in accordance with the terms of this Junior Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Junior Holder upon conversion of or otherwise pursuant to this Junior Note as and when required by this Junior Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Junior Holder upon conversion of or otherwise pursuant to this Junior Note as and when required by this Junior Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Junior Holder upon conversion of or otherwise pursuant to this Junior Note as and when required by this Junior Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Junior Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Junior Note, if a conversion of this Junior Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Junior Holder, the Junior Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Junior Holder within forty eight (48) hours of a demand from the Junior Holder.

10

2.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Junior Note and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Junior Holder.

2.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in statement or certificate given in writing pursuant hereto, shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Junior Holder with respect to this Junior Note.

2.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

2.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Junior Holder, which consent will not be unreasonably withheld.

2.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

2.8  Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of OCT Markets or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, the American Stock Exchange or such other means to allow the Company’s common stock to be traded electronically (referred to as the “Principle Market”).

2.9  Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

2.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

2.11 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

11

2.12 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Junior Note and until this Junior Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Junior Holder with respect to this Junior Note or the Exchange Agreement.

2.13 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Junior Holder.

2.14 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Exchange Agreement between the Senior Holder and the Borrower (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

2.15 Cross-Default. Notwithstanding anything to the contrary contained in this Junior Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Junior Holder, be considered a default under this Junior Note and the Other Agreements, in which event the Junior Holder shall be entitled (but in no event required) to apply all rights and remedies of the Junior Holder under the terms of this Junior Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Junior Holder and any affiliate of the Junior Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Junior Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Junior Holder.

Upon the occurrence and during the continuation of any Event of Default specified in Section 2.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Junior Note shall become immediately due and payable and the Borrower shall pay to the Junior Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 2.2, THE JUNIOR NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE JUNIOR HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Junior Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 2.3, 2.4, 2.6, 2.8, 2.10, 2.11, 2.12, 2.13, and/or 2. 14 exercisable through the delivery of written notice to the Borrower by such Junior Holder (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles II (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 2.1 hereof), the Junior Note shall become immediately due and payable and the Borrower shall pay to the Junior Holder, in full satisfaction of its obligations hereunder an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Junior Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Junior Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Junior Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Junior Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Junior Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

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If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Junior Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

ARTICLE III. MISCELLANEOUS

3.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Junior Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

3.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

Zenosense, Inc

Avda Cortes Valencianas 58, Planta 5

46015 Valencia

Spain

With a copy by fax only to (which copy shall not constitute notice):

Golenbock Eiseman Assor Bell & Peskoe Attn: Andrew Hudders

711 Third Avenue, 19th Floor

New York, New York 10017

212 754 0330 (fax)

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If to the Junior Holder:

________

With a copy by fax only to (which copy shall not constitute notice):

[enter name of law firm]

Attn: [attorney name]

[enter address line 1]

[enter city, state, zip]

facsimile: [enter fax number]

3.3 Amendments. This Junior Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Junior Holder. The term “Junior Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

3.4 Assignability. This Junior Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Junior Holder and its successors and assigns. Each transferee of this Junior Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Junior Note to the contrary, this Junior Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

3.5 Cost of Collection. If default is made in the payment of this Junior Note, the Borrower shall pay the Junior Holder hereof costs of collection, including reasonable attorneys’ fees.

3.6 Governing Law. This Junior Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Junior Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Junior Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Junior Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Junior Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

14

3.7 Certain Amounts. Whenever pursuant to this Junior Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Junior Holder agree that the actual damages to the Junior Holder from the receipt of cash payment on this Junior Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Junior Holder in part for loss of the opportunity to convert this Junior Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Junior Note at a price in excess of the price paid for such shares pursuant to this Junior Note. The Borrower and the Junior Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Junior Holder from the receipt of a cash payment without the opportunity to convert this Junior Note into shares of Common Stock.

3.8 [Reserved]

3.9 Notice of Corporate Events. Except as otherwise provided below, the Junior Holder of this Junior Note shall have no rights as a Junior Holder of Common Stock unless and only to the extent that it converts this Junior Note into Common Stock. The Borrower shall provide the Junior Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Junior Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Junior Holder hereunder substantially simultaneously with the notification to the Junior Holder in accordance with the terms of this Section 3.9.

3.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Junior Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Junior Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Junior Note, that the Junior Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Junior Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

15

IN WITNESS WHEREOF, Borrower has caused this Junior Note to be signed in its name by its duly authorized officer this November 1, 2016.

ZENOSENSE, INC

________________

By: Carlos Gil

Position: Chief Executive Officer

INVESTOR

________________

By:

Position: Authorized Signatory

2658543.2

16

EXHIBIT A

NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount of the Junior Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Junior Note (“Common Stock”) as set forth below, of ZENOSENSE, INC, a Nevada corporation (the “Borrower”) according to the conditions of the convertible Junior Note of the Borrower dated as of November 1, 2016 (the “Junior Note”), as of the date written below. No fee will be charged to the Junior Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

[ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Junior Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

__________

Date of Conversion: _____________

Applicable Conversion Price: $____________

Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Junior Note: ______________

Amount of Principal Balance Due remaining

under the Junior Note after this conversion: ______________

INVESTOR

By:_____________________________

Name: _______

Title: Authorized Signatory

Date: ______________

17

EXHIBIT B

May 2016 Note

18

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, 2016 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: November 14, 2016	By:	/s/Carlos Jose Gil
	Name:	Carlos Jose Gil,
	Title:	Chief Executive Officer and Principal Financial Officer

EX-32.1

EXHIBIT 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, 2016, 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: November 14, 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, 2016	Nov. 11, 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, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		16,677,451
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

XML

Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash	$ 23,875	$ 989
Investment in equity method joint venture	158,290
Prepaid expenses		4,167
Total current assets	182,165	5,156
Current liabilities:
Accounts payable and accrued expenses	24,394	33,850
Accounts payable and accrued expenses, related party	85,671	49,951
Loan payable		110,000
Convertible notes, net of discount	246,280
Stock payable	67,500	67,500
Total current liabilities	423,845	261,301
Stockholders Equity (Deficit):
Common stock 500,000,000 shares authorized, $0.001 par value, issued and outstanding 16,677,451 and 7,087,919 shares, respectively	16,677	49,615
Additional paid in capital	1,188,208	1,005,270
Accumulated deficit	(1,446,565)	(1,311,030)
Total stockholders deficit	(241,680)	(256,145)
Total liabilities and stockholders deficit	$ 182,165	$ 5,156

XML

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	16,677,451	7,087,919

XML

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Revenues
Expenses
Research and development expense		32,215		32,215
General and administrative expense	27,627	30,003	98,094	100,243
Total expenses	27,627	62,218	98,094	132,458
Loss from operations	(27,627)	(62,218)	(98,094)	(132,458)
Other income/(expense)
Interest expense	(31,450)	(1,317)	(35,731)	(2,317)
Loss in equity method investment	(1,710)		(1,710)
Total other expense	(33,160)	(1,317)	(37,441)	(2,317)
Net loss	$ (60,787)	$ (63,535)	$ (135,535)	$ (134,775)
Net loss per common share:
Basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average common shares outstanding:
Basic and diluted	16,677,451	7,087,828	11,182,619	7,087,828

XML

Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating Activities
Net loss	$ (135,535)	$ (134,775)
Adjustment to reconcile to net loss to net cash used in operating activities:
Amortization of debt discount	30,536
Loss in equity method investment	1,710
Changes in balances of assets and liabilities:
Prepaid expense	4,167	(6,667)
Accounts payable and accrued expenses	(3,712)	19,377
Accounts payable and accrued expenses, related party	35,720	29,595
Cash used in operating activities	(67,114)	(92,470)
Investing activities
Investment in joint venture	(160,000)
Cash used in investing activities	(160,000)
Financing activities
Proceeds from loan from third party		90,000
Proceeds from sales of common stock	150,000
Proceeds from convertible note payable	100,000
Cash provided by financing activities	250,000	90,000
Net increase (decrease) in cash	22,886	(2,470)
Cash, beginning of period	989	4,423
Cash, end of period	23,875	1,953
Supplemental disclosure of cash flow information
Cash paid for income taxes
Cash paid for interest
Noncash investing and financing activities:
Conversion from loans payable and accrued interest to convertible notes	$ 155,744

XML

Note 1 - Nature of Operations

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Note 1 - Nature of Operations

1.           Nature of operations

Zenosense, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008, for the purpose of acquiring and developing mineral properties. In May 2013, the Company terminated its mineral development business.

On November 22, 2013, the Company filed a certificate of amendment with the State of Nevada to change its name from “Braeden Valley Mines, Inc.” to “Zenosense, Inc.” and to increase the Company’s authorized shares of common stock from 50,000,000 to 500,000,000, par value $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 based on that technology (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 Sgenia Products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The License Agreement was modified in April 2014 and July 2014 to extend it to cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate a lung cancer product as well as the MRSA/SA product.

On June 20, 2016, the Company entered into a joint venture arrangement by way of a Subscription and Shareholders’ Agreement (“MML SSA”) with a third party medical detection device developer (“Partner”) utilizing a joint venture vehicle, MIDS Medical Ltd (“MML”), a UK Limited company.  As of July 1, 2016, the Company owns a 40% interest in MML in exchange for providing funding to MML during a Phase 1 and prospectively during a Phase 2 development of a universal immunoassay detection technology platform (“MIDS”) with an initial focus on the development of a novel Point of Care (“POC”) cardiac device (“MIDS Cardiac™”). MML will have the right, under license from the Partner, to use the MIDS Intellectual Property (“MIDS IP”) during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party.

The MIDS technology will incorporate what we believe to be a novel microfluidic strip design, magnetic nanoparticle manipulation, and a unique double detection technique using bespoke ‘Hall Effect’ sensors and a bespoke optical sensor which, when combined, will increase significantly the sensitivity and accuracy of the result.  

The MIDS technology platform has the potential to be adaptable to a large array of other POC immunoassay tests, taking them to a whole new level of accuracy, lower cost, ease of use, and speed of testing.  We believe that such a multi-capability POC device, with laboratory gold standard accuracy, could be used to test for conditions such as Chlamydia, prostate, colorectal and other cancers, stroke, sports anti-doping, drugs of abuse, insulin levels, H. Pylori, inflammatory & autoimmune disease, influenza, Legionella, osteoporosis, endocrine levels, respiratory viruses, pneumonia, blood infections, streptococcus, meningitis, rheumatism, hepatitis, HIV, Viral infection, among others.

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Note 2 - Basis of Presentation

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Note 2 - Basis of Presentation

2.           Basis of presentation

The accompanying unaudited interim consolidated financial statements of Zenosense, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on May 23, 2016. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2015, as reported on Form 10-K, have been omitted.

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Note 3 - Going Concern

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 3- Going Concern

3.           Going Concern

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At September 30, 2016, the Company had not yet achieved profitable operations, had accumulated losses of $1,446,565 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 pursue its investment in MML and does not expect to attain profitability in the near future. Since its inception, the Company has funded its operations through short-term borrowings, advances, and equity investments. 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 be able to meet its business objectives, including its 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 pursuing its currently planned business operations, or if obtained, whether the funding will be on terms acceptable and/or favorable to the Company.

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Note 4 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Note 4 - Summary of Significant Accounting Policies

4.           Summary of Significant Accounting Policies

Use of estimates

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

Reclassifications

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

Cash and cash equivalents

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

Investments in unconsolidated Affiliates

We apply the equity method of accounting where we can exert significant influence over, but do not control or direct, the policies, decisions or activities of the entity. We use the cost method of accounting where we are unable to exert significant influence over the entity. Entities are required to periodically review their equity and cost method investments to determine whether current events or circumstances indicate that the carrying value of the investments may be impaired. We evaluate our cost method investment for impairment when there are indicators of impairment. If indicators suggest impairment we will perform an impairment test to assess whether an adjustment is necessary. The impairment test considers whether the fair value of our cost method investment has declined and if any such decline is other than temporary. If a decline in fair value is determined to be other than temporary, the investment’s carrying value is written down to fair value.

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, 2016, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements.

Recently Adopted Accounting Standards

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

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Note 5 - Equity Method Investment

9 Months Ended

Sep. 30, 2016

Equity Method Investments and Joint Ventures [Abstract]

Note 5 - Equity Method Investment

5.           Equity Method Investment

On June 20, 2016, the Company entered into a joint venture arrangement with the Partner, using the joint venture vehicle, MML, a UK limited company. The Company owns a 40% interest in MML. MML is developing the Partner’s MIDS universal immunoassay detection technology with an initial focus on developing a novel POC cardiac device that would be a hand held device able to support high sensitivity tests of various cardiac biomarkers to definitively identify or discount AMI, with accuracy equal or better than gold standard laboratory tests, within minutes.

The Company accounts for its investment in MML using equity method of accounting

The Company evaluated its relationship with MML to determine if it was a variable interest entity (“VIE”) as defined in ASC 810-10 and whether the Company was the primary beneficiary of MML, in which case consolidation with the Company would be required. The Company determined that MML qualifies as a VIE but the Company is not considered as the primary beneficiary. The Company’s investment in MML qualifies for the equity method of accounting since the Company has the ability to exert significant influence over MML through common ownership and management

Through September 30, 2016, the Company has invested $160,000 in MML. For the nine months ended September 30, 2016, the Company recognized $1,710 loss in its equity method investment in MML.

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Note 6 - Loans payable

9 Months Ended

Sep. 30, 2016

Debt Disclosure [Abstract]

Note 6 - Loans payable

6.           Loans Payable

On November 2, 2015, four promissory notes (the “Prior Notes”) previously owed to a third party were assigned to a new party (the “Note Holder”) for a total of $110,000 in principal, plus accrued interest of $3,647 as of that date. The Prior Notes bear interest of 5% and are due on demand.  At May 17, 2016, the Company had accrued interest of $5,744 in connection with the Prior Notes.

On March 29, 2016, the Note Holder gave notice that it demanded repayment of all principal amounts and accrued interest outstanding on the Prior Notes, due within 90 days of the demand notice. No further action was taken in respect of the demand; however, on May 17, 2016, the Note Holder agreed to exchange the Prior Notes and accrued interest then totaling $115,744 for two new convertible notes.

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Note 7 - Convertible Debt

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Note 7 - Convertible Debt

7.           Convertible Debt

On April 20, 2016, the Note Holder agreed to a loan of $40,000, and the Company issued a convertible note in a principal amount of $40,000 (the “April 2016 Note”).  The April 2016 Note bears interest at 5% per annum and is due on April 19, 2018.  The April 2016 Note may not be prepaid.  As of September 20, 2016, the April 2016 Note became convertible into shares of common stock (the “Conversion”) of the Company, at the discretion of the holder, at a price of $0.007 per share, subject to a blocker provision that limits the amount of common stock that may be issued at any time to 4.99% of the then outstanding shares of common stock.  The Company has initially reserved 5,714,286 shares of Common Stock issuable upon the conversion feature.

On May 17, 2016, the Note Holder agreed to exchange the Prior Notes (see note 6) for two new convertible notes (the “May 2016 Notes”) under two separate Securities Exchange Agreements.  One note is for the principal amount of $53,197 and the other for the principal amount of $62,547, for a combined aggregate principal amount of $115,744.  The May 2016 Notes bear interest at 5% per annum, are due on May 16, 2018 and may not be prepaid by the Company. The May 2016 Notes can be converted into shares of common stock of the Company at the discretion of the holder, at a price of $0.007 per share, subject to a blocker provision that limits the amount of common stock that may be issued at any time to 4.99% percent of the outstanding shares of common stock.  The Company has initially reserved 16,534,857 shares of Common Stock issuable upon the conversion feature.

At September 30, 2016, the Company had accrued interest of $3,230 in connection with the April 2016 and the May 2016 Notes.

The April 2016 and May 2016 Notes have a beneficial conversion feature with a combined intrinsic value of $155,744 for the three notes as of September 30, 2016. The intrinsic value is based upon the difference between the market price of Zenosense’s common stock on the date of issuance and the conversion price of $0.007 The discount is being amortized through an interest expense using the straight line method over the term of the notes. For the three and nine months ended September 30, 2016, the Company recorded amortization of $30,495 on the debt discount.

On September 29, 2016, the Company issued an unsecured convertible note (the “October 2016 Note”) in the principal amount of $60,000, to the Note Holder in exchange of a loan of $60,000. Under the October 2016 Note, the Company also granted an option  to the Note Holder to provide four additional unsecured convertible loans to the Company (the “Option Loans”), in the following amounts: (a) on or before October 31, 2016, an amount of $140,000; (b) on or before November 30, 2016, an amount of $170,000 (c) on or before January 31, 2017, an amount of $180,000; and (d) on or before March 31, 2017, an amount of $100,000. 

The terms and conditions of certain commitment loans (see Note 8 below), the Option Loans and the October 2016 Note (collectively the “New Loans”) are the same (conversion and floor prices having been adjusted in line with the terms of the commitment loans at the time of the reverse stock split completed on August 4, 2016), and bear an interest rate of 10% per annum, based on a 360 day year, and are due four years from the issuance date (the “Maturity Date”). The Company may, at any time prior to the Maturity Date, prepay any unconverted amount of the New Loans in full or in part. The Note Holder may, at any time prior to the Maturity Date convert any or all of the New Loans into shares of common stock of the Company (the “Common Stock”) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, provided that any such conversion is not at a price of less than $0.035 per share (subject to adjustment). In either scenario the total number of shares of Common Stock issued on conversion may not cause the total beneficial ownership held by the Investor and its affiliates, or the Note Holder 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 October 2016 Note to have a beneficial conversion features with an intrinsic value of $53,486. The intrinsic value is based upon the difference between the market price of Zenosense’s common stock on the date of issuance and the conversion price of $0.07. The discount is being amortized through an interest expense using the straight line method over the term of the notes. For the three months ended September 30, 2016, the Company recorded amortization of $41 on the debt discount.

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Note 8 - Common Stock

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Note 8 - Common Stock

8.           Common Stock

On June 6, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”).  The transaction closed on June 8, 2016.

Under the terms of the SPA; the Investor purchased 9,589,512 shares of the Company’s common stock, par value $0.001 per share, for a purchase price of $150,000 and a commitment by the Investor to provide a series of unsecured convertible loans (the “Commitment Loans”) in an aggregate loan amount of $640,000, payable in four individual amounts, the first payment due by September 20, 2016, the Note Holder retaining the right of first refusal on the Commitment Loans. The first Commitment Loan was not entered into due to the capital requirements of the Company being less than anticipated, primarily due to lower than expected MML development costs during the quarter, which allowed for an amendment to the MML funding obligations of the Company. Consequently, the Company issued the October 2016 Note in the amount of $60,000 rather than draw upon the Commitment Loans.

On September 29, 2016, the Investor, the Company and the Note Holder entered into an amendment to the SPA pursuant to which the Investor, the Note Holder and the Company agreed that should the Note Holder elect to provide the Option Loans, the Investor will not be required to, or will it be permitted to, provide the Commitment Loans. In the event the Note Holder does not provide the Option Loans, the Investor will be required to provide the Commitment Loans in an amended aggregate amount of $580,000, on dates and in amounts to be agreed between the Investor and the Company.

After the close of the stock market on August 3, 2016, the Company implemented a 1-for-7 reverse split of its common stock. All share and per share data in these financial statements and footnotes have been retrospectively adjusted to account for this reverse stock split.

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Note 9 - Commitments

9 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Note 8 - Commitments

9.           Commitments

Sgenia License Agreement

On December 4, 2013, the Company entered into a 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 obtain a worldwide exclusive license to manufacture, market and sell the resulting Sgenia 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/SA product.

Additionally, the objectives of the development stages and the 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/SA 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, the revised and approved budget is approximately $1,142,143, of which $769,787 has been advanced (including the amount advanced under the prior budget) as of September 30, 2016. The Company is currently committed to advancing approximately EUR656,000 (approximately $718,000), for research and development under the revised and approved budget, and subject to Sgenia meeting certain milestones. Some of the milestones have not been met as of September 30, 2016, reflecting a slowing of the research and development of the Sgenia Products. The Company cannot determine at this time whether or not the Sgenia Products will be fully developed, which will also limit the funding obligations of the Company under the License Agreement. 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.

MML Funding Arrangement

The Company’s funding of MML was limited to an initial committed aggregate payment of £450,500 (approximately $650,000 at exchange rates prevailing at the time of the MML SSA) for Phase 1 of which $160,000 has been paid. In addition, the Company may be required to provide an additional £45,000 (approximately $55,000 at current exchange rates) to be available after March 31, 2017,  payable within 20 days after the Company received written notice from MML.

On September 29, 2016, the MML SSA commitment was amended to provide for the total amount of $650,000, payable under an amended timetable; all the other provisions of the MML SSA remained in force. Under the amendment, the Company has made payments to MML of $130,000 on August 2, 2016 and $30,000 on October 1, 2016. Subsequent payments are expected to be made as follows; (a) on or before October 31, 2016, a payment $110,000, (b) on or before November 30, 2016, a payment of $152,500; (c) on or before January 31, 2017 a payment of $152,500; and (d) on or before March 31, 2017 a payment of $75,000.

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Note 10 - Related party

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Note 10 - Related party transactions

10.           Related Party Transactions

On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company 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, if any, to be 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, 2016, the Company recorded $45,539 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, 2016, the Company owes Mr. Gil $85,671.  No additional compensation based on net sales has been earned to date.

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Note 11 - Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Note 11 - Subsequent Events

11.           Subsequent Events

On October 18, 2016, the Note Holder entered into a Debt Purchase and Assignment Agreement (the “Assignment Agreement”) with an accredited investor as defined in Rule 501(a) of the 1933 Securities Act (the “Junior Holder”), whereby the Junior Holder purchased $42,000 of the principle amount of one of the May 2016 Notes. Under the terms of the Assignment Agreement; (a) the portion of the May 2016 Note held by the Junior Holder (such portion being referred to as the “Junior Note”) will be subordinate to the portion of the May 2016 Note held by the Note Holder (such portion being referred to as the “Senior Note”) and all other debt of the Note Holder issued by the Company at all times that the Company has any obligations under the Senior Note or any other debt securities issued to the Note Holder, and all actions requiring permission from the Note Holder as set out in the May 2016 Note and the Exchange Agreement will remain in place and the Junior Note will be amended to reflect these rights; and (b) the Junior Note will be amended whereby the Junior Holder will not be permitted to convert any of the Junior Note into shares of common stock of the Company unless the trading price of the Company’s securities is equal to or greater than $0.15 per share based on the average volume weighted price of the preceding five trading days.

On October 27, 2016, the Company issued an unsecured note (the “November 2016 Note”) in the principal amount of $140,000, to the Note Holder in exchange of a loan of $140,000. The November 2016 Note is the first out of the four Option Loans and the Note Holder retains the option to provide the balance of the Option Loans. The terms of the November 2016 Note are listed in note 7 above.

On November 1, 2016, after notice from the Note Holder, the Company reissued one of the May 2016 Notes (the “$62,547 May 2016 Note”)  in the amounts of $42,000 and $ 21,968 (which includes the full amount of the interest due through November 1, 2016 on the $62,547 May 2016 Note) under two separate new notes. The terms of the $42,000 note were modified to make it subordinate to the note in principal amount of $21.968, but otherwise the two notes are basically the same and generally carry forward the terms of the May 2016 Notes.

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Note 4 - Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Use of Estimates

Use of estimates

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

Reclassifications

Reclassifications

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

Cash and cash equivalents

Cash and cash equivalents

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

Investments in unconsolidated affiliates

Investments in unconsolidated Affiliates

We apply the equity method of accounting where we can exert significant influence over, but do not control or direct, the policies, decisions or activities of the entity. We use the cost method of accounting where we are unable to exert significant influence over the entity. Entities are required to periodically review their equity and cost method investments to determine whether current events or circumstances indicate that the carrying value of the investments may be impaired. We evaluate our cost method investment for impairment when there are indicators of impairment. If indicators suggest impairment we will perform an impairment test to assess whether an adjustment is necessary. The impairment test considers whether the fair value of our cost method investment has declined and if any such decline is other than temporary. If a decline in fair value is determined to be other than temporary, the investment’s carrying value is written down to fair value.

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, 2016, up through the date these financial statements were issued and no subsequent events occurred that required disclosure in the accompanying financial statements.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

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

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Note 1 - Nature of Operations (Details Narrative) - $ / shares	Jun. 20, 2016	Jun. 06, 2016	Nov. 22, 2013
Accounting Policies [Abstract]
Authorized shares, pre-increase			50,000,000
Authorized shares post-increase			500,000,000
Par value per share		$ 0.001	$ 0.001
Percent interest in joint venture, MIDS Medical Ltd.	40.00%

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Note 3 - Going Concern (Details Narrative)	Sep. 30, 2016 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated Losses	$ 1,446,565

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Note 5 - Equity Method Investment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Jun. 20, 2016
Equity Method Investments and Joint Ventures [Abstract]
Percent interest in joint venture, MIDS Medical Ltd.		40.00%
Investment in MML	$ 160,000
Loss on investment in MML	$ 1,710

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Note 6 - Loans payable (Details Narrative)	May 17, 2016 USD ($)	Mar. 29, 2016	Nov. 02, 2015 USD ($)
Notes Assigned
Notes assigned, value			$ 110,000
Accrued interest at assignment date			$ 3,647
Accrued Interest	$ 5,744
Interest rate			5.00%
Days from notice of demand for payment of note		90
Value, note exchanged for two new convertible notes	$ 115,744

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Note 7 - Convertible Debt (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Mar. 31, 2017	Jan. 31, 2017	Nov. 30, 2016	Oct. 31, 2016	Sep. 29, 2016	May 17, 2016	Apr. 20, 2016
Securities Purchase Agreement
Principal value								$ 40,000
Interest rate								5.00%
Conversion price per share								$ 0.007
Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock.								4.99%
Shares initially reserved with respect to conversion feature								5,714,286
Exchange of Prior Notes to New Notes
2016 May Note 1							$ 53,197
2016 May Note 2							62,547
Aggregate principal of Note 1 and Note 2							$ 115,744
Interest rate per annum							5.00%
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
Accrued interest, new notes	$ 3,230
Beneficial conversion feature, intrinsic value							$ 155,744
Amortization of debt discount	$ 30,495
October 2016 Note
Principal Amount						$ 60,000
Option loan value		$ 100,000	$ 180,000	$ 170,000	$ 140,000
Interest rate per annum						10.00%
Terms of Note	The Company may, at any time prior to the Maturity Date, prepay any unconverted amount of the New Loans in full or in part. The Note Holder may, at any time prior to the Maturity Date convert any or all of the New Loans into shares of common stock of the Company (the Common Stock) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, provided that any such conversion is not at a price of less than $0.035 per share (subject to adjustment). In either scenario the total number of shares of Common Stock issued on conversion may not cause the total beneficial ownership held by the Investor and its affiliates, or the Note Holder and its affiliates to exceed 4.99% of the outstanding shares of Common Stock. On the Maturity Date of each of the New Loans any outstanding amount shall automatically and mandatorily convert into Common Stock at a price of $0.07 per share (subject to adjustment). The New Loans also contain standard anti-dilution provisions.
Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock.						4.99%
Conversion Price per Share						$ 0.07
Beneficial Conversion Feature, intrinsic value	$ 53,486
Amortization of debt discount	$ 41

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Note 8 - Common Stock (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 29, 2016	Jun. 06, 2016	Nov. 22, 2013
Terms of SPA
Shares purchased			9,589,512
Common stock, par value			$ 0.001	$ 0.001
Purchase Price			$ 150,000
Total additional commitment from Investor			$ 640,000
Principal Amount, note		$ 60,000
Amended principal value, commitment loans		$ 580,000
Terms of reverse split	1-for-7

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Note 9 - Commitments (Details Narrative)	Mar. 31, 2017 USD ($)	Jan. 31, 2017 USD ($)	Nov. 30, 2016 USD ($)	Oct. 31, 2016 USD ($)	Oct. 01, 2016 USD ($)	Sep. 30, 2016 USD ($)	Aug. 02, 2016 USD ($)	Jun. 20, 2016 USD ($)	Jun. 20, 2016 GBP (£)	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
Amount committed to advance, USD						$ 718,000
Number of days after each fiscal quarter for payment of Royalties						60
Royalty percentage payable on net sales						0.20
MML
Percent interest in joint venture, MDS Medical Ltd.								40.00%	40.00%
Company funding commitment to MML - GBP | £									£ 450,500
Company funding to MML - equivalent USD								$ 650,000
Amount paid, USD						$ 160,000
Contingency required on 20 days written notice after March 31 2017, GBP	$ 45,000
Contingency required on 20 days written notice, after March 31, 2017, USD, approximate	55,000
Payments under amended timetable	$ 75,000	$ 152,500	$ 152,500	$ 30,000	$ 110,000		$ 130,000

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Note 10 - Related party (Details Narrative)	9 Months Ended
	Sep. 30, 2016 USD ($)	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	$ 45,539
Amount due to Mr. Gil	$ 85,671
Compensation added to Mr. Gil's service agreement, percent revenue received by Zenosense, Inc. from MML as a result of any future commercialization of the MIDS project.		10.00%

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Note 11 - Subsequent Events (Details Narrative)	Nov. 01, 2016 USD ($)	Oct. 27, 2016 USD ($)	Oct. 18, 2016 USD ($) $ / shares
Subsequent Events [Abstract]
Principle amount purchased under Assignment Agreement			$ 42,000
Junior Holder will not be permitted to convert any of the Junior Note into shares of common stock of the Company unless the trading price of the Company's securities is equal to or greater than | $ / shares			$ 0.15
Number of trading days used to determine average volume weighted price per share			5
Unsecured Note, Principal, issued for First Option Loan		$ 140,000
Note 1- reissued May 2016 note	$ 42,000
Note 2- reissued May 2016 note	$ 21,968