10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

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

For the quarterly period ended      March 31, 2017

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, or an emerging growth company.  See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer	[  ]		Accelerated filer	[  ]
Non-accelerated filer	[  ]	(Do not check if a smaller reporting company)	Smaller reporting company	[ X ]
Emerging growth company	[  ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ] 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: 20,083,493 common shares issued and outstanding as of May 17, 2017

Explanatory Note

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of Zenosense, Inc. for the three months ended March 31, 2017 is being submitted solely to file Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the Form 10-Q (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q filed as of May 18, 2017.

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ITEM 6   EXHIBITS

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer who is also the Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith
32.1	Certification of Chief Executive Officer who is also the Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith
101.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.

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 SIGNATURES

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

		ZENOSENSE, INC.
Date:  May 19, 2017	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-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 Amendment No. 1 to the Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2017 of Zenosense, Inc. (the “registrant”);

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

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

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

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

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

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

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

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

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

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

Date: May 19, 2017	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.   Amendment No. 1 to the Quarterly Report on Form 10-Q/A of the Company for the quarter ended March 31, 2017, which this certification accompanies (the "Periodic Report"), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Date:  May 19, 2017	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	3 Months Ended
	Mar. 31, 2017	May 17, 2017
Document And Entity Information
Entity Registrant Name	Zenosense, Inc.
Entity Central Index Key	0001458581
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
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		20,083,493
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

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Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets
Cash	$ 1,461	$ 10,271
Prepaid expense	6,249	9,375
Investment in joint venture	345,677	249,336
Total current assets	353,387	268,982
Total assets	353,387	268,982
Current liabilities:
Accounts payable and accrued liabilities	29,003	23,691
Accounts payable and accrued liabilities - related party	85,724	85,671
Convertible note, net of discount of $421,870 and $313,846	113,671	73,319
Stock payable	67,500	67,500
Total current liabilities	295,898	250,181
Stockholders equity:
Capital stock 500,000,000 common stock authorized, $0.001 par value 18,338,022 and 16,677,339 common shares issued and outstanding, respectively	18,338	16,677
Additional paid-in capital	1,732,479	1,562,516
Accumulated deficit	(1,693,328)	(1,560,392)
Total stockholders equity	57,489	18,801
Total liabilities and stockholders equity	$ 353,387	$ 268,982

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Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001
Common stock, shares authorized	500,000,000
Common stock, shares issued	18,338,022	16,677,451
Debt discount, convertible note	$ 421,870	$ 313,846

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Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Revenues
Operating expenses
General and administrative expenses	36,949	26,606
Total operating expenses	36,949	26,606
Loss from operations	(36,949)	(26,606)
Other income/(expense)
Interest expense	(62,328)	(1,409)
Loss in equity method investment	(33,659)
Total other expense	(95,987)	(1,409)
Net loss	$ (132,936)	$ (28,015)
Net loss per common share:
Basic and diluted	$ (0.01)	$ (0.00)
Weighted average common shares outstanding:
Basic and diluted	17,673,872	7,087,900

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities
Net loss	$ (132,936)	$ (28,015)
Adjustment to reconcile to net loss to net cash used in operating activities:
Amortization of debt discount	51,976
Loss in equity method investment	33,659
Changes in operating assets and liabilities:
Prepaid expense	3,126	2,500
Accounts payable and accrued expenses	5,312	10,160
Accounts payable and accrued expenses, related party	53	14,916
Cash used in operating activities	(38,810)	(439)
Investing activities
Investment in joint venture	(130,000)
Cash used in investing activities	(130,000)
Financing activities
Proceeds from convertible notes payable	160,000
Cash provided by financing activities	160,000
Net increase (decrease) in cash	(8,810)	(439)
Cash, beginning of period	10,271	989
Cash, end of period	1,461	550
Supplemental disclosure of cash flow information
Cash paid for income taxes
Cash paid for interest
Non-cash investing and financing activities:
Beneficial conversion feature	160,000
Conversion of convertible notes to common stock	$ 11,624

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Note 1 - Nature of Operations

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Note 1 - Nature of Operations

1.   Nature of operations

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

On November 22, 2013, the Company filed a certificate of amendment with the State of Nevada and (1) changed its name from Braeden Valley Mines, Inc. to Zenosense, Inc. and (2) effected an increase in the Company’s authorized shares from 50,000,000 to 500,000,000, with par value of $0.001 per share.

Effective December 4, 2013, the Company entered into a development and exclusive license agreement (“License Agreement”) whereby the Company will provide a third party with capital  for the development of sensory technology for a methicillin resistant Staphylococcus aureus / Staphylococcus aureus (“MRSA/SA”) detection device and a cancer detective device and other improvements and variations to the products (the “Sgenia Products”) to be used in the hospital and health care environments, in exchange for a worldwide, exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The License Agreement was modified in April 2015 and July 2015 to extend to additional cancer sensory products and to modify and extend the development schedule and change the research funding budget to accommodate the lung cancer product as well as MRSA/SA product.

On June 20, 2016, the Company entered into a joint venture arrangement by way of a Subscription and Shareholders’ Agreement (“MML SSA”) with a third party medical detection device developer (“Partner”) utilizing a joint venture vehicle, MIDS Medical Ltd (“MML”), a UK Limited company of which the Company owns a 40% interest awarded on July 1, 2016, in exchange for its participation and funding to support MML during a Phase 1 and prospectively during a Phase 2 development of the Partner’s MIDS universal immunoassay detection technology platform  (“MIDS”). MML will have the right, under license, to use the MIDS Intellectual Property (“MIDS IP”) during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party. The SSA was modified in September 2016 and January 2017 to amend the amount and timings of certain payments, to reflect the cash requirements of MML.

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Note 2 - Going Concern

3 Months Ended

Mar. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 2 - Going Concern

2.   Going concern

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At March 31, 2017, the Company had not yet achieved profitable operations, had accumulated losses of $1,693,328 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future.  Since its inception, the Company has funded operations through short-term borrowings, advances, and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses.  Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for the next fiscal year.  However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to the Company.

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Note 3 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Note 3 - Summary of Significant Accounting Policies

3.   Summary of significant accounting policies

Use of estimates

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

Reclassifications

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

Research and development

Research and development costs are expensed as incurred.

Income taxes

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

Loss per common share

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

Equity method accounting for joint venture

As of March 31, 2017, the Company has a 40%  interest in a joint venture with Bio-AMD UK Holdings Limited by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited (“MML”).  The investment in MML is accounted for using the equity method.

Subsequent events

The Company evaluated all events or transactions that occurred after March 31, 2017, 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 believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Note 4 - Equity Method Investment

3 Months Ended

Mar. 31, 2017

Equity Method Investments and Joint Ventures [Abstract]

Note 4 - Equity Method Investment

4.   Equity Method Investment

On June 20, 2016, the Company entered into the MML SSA with thePartner utilizing a joint venture vehicle, MML of which the Company owns a 40% interest awarded on July 1, 2016, in exchange for its participation and funding to support MML during a Phase 1 and prospectively during a Phase 2 development of the Partner’s MIDS universal immunoassay detection technology platform. MML will have the right, under license, to use the MIDS IP during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party. The MML SSA was modified in September 2016 and January 2017 to amend the amount and timings of certain payments, to reflect the cash requirements of MML.

During the three months ended March 31, 2017, the Company’s equity share of the net losses in MML was $33,659. The Company’s investment in MML during the three months ended was $130,000. As of March 31, 2017 the Company had a net investment of $345,677 in MML. The summarized balance sheet of MML as of March 31, 2017 is as follows:

Current Assets
Cash	$	206,047
Prepaid expenses		12,855
		218,901
Property and equipment		25,022
Intellectual property		975,000
Total Assets	$	1,218,923
Current Liabilities
Accounts payable - trade	$	22,286
Accrued liabilities		4,503
Total Current Liabilities		26,789
Equity
Share capital		1,625,000
Subscription receivable		(227,500	)
Other comprehensive income		(3,178	)
Accumulated deficit		(202,188	)
Total equity		1,192,134
Total Equity and Liabilities	$	1,218,923

The summarized statement of operations for MML for the three months ended March 31, 2017 is as follows:

Revenue	$	–
General and administrative expenses		84,148
Net loss	$	(84,148	)

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Note 5 - Convertible Debt

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Note 5 - Convertible Debt

5.    Convertible Debt

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

On May 17, 2016, the Noteholders of four unsecured promissory notes in the aggregate of $110,000 (the “Prior Notes”) agreed to exchange these notes for two new convertible notes, (together the “May Senior Notes”) under two separate Securities Exchange Agreements.  One note for the principal amount of $53,197 (the “$53,197 May Senior Note”), and the other for the principal amount of $62,547 (the “$62,547 May Senior Note”), for a combined aggregate principal amount of $115,744.  The May Senior Notes bear interest at 5% per annum and are due on May 16, 2018 and may not be prepaid by the Company. The May Senior Notes can be converted into shares of common stock of the Company at the discretion of the holder, at a price of $0.007 per share, subject to a blocker provision that limits the amount of common stock that may be issued at any time to 4.99% of the outstanding shares of common stock.  The Company has initially reserved 16,534,857 shares of Common Stock issuable upon the conversion feature.

On October 18, 2016, the Noteholder entered into a Debt Purchase and Assignment Agreement (the “Assignment Agreement”) with an accredited investor as defined in Rule 501(a) of the 1933 Securities Act (the “Junior holder”) to purchase $42,000 (the “Junior Note”) of the principal amount of the $62,547 May Senior Note. The Assignment Agreement stipulated that the Junior Note is (a) subordinate to the Noteholder’s balance of the $62,547 May Senior Note; and (b) unconvertible unless the trading price of the Company’s securities is equal to or greater than $0.15 per share based on the volume weighted average (”VWAP”) price of the preceding five trading days.

On November 1, 2016, after notice from the Noteholder, the Company reissued the $62,547 May Senior Note in two notes: (a) the Junior Note in an amount of $42,000 and (b) the balance of the $62,547 May Senior Note, this being $21,968 to include interest due through November 1, 2016 (the “November Senior Note”). The Junior Note contains terms reflecting the Assignment Agreement stipulations of subordination and VWAP conversion otherwise the two notes carry forward the same terms of the May Senior Note.

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

On October 27, 2016, the Noteholder exercised the first Option Loan and Company issued an unsecured note (the “October 2016 Note”) in the principal amount of $140,000, to the Noteholder.

On December 6, 2016, the September 2016 Note was amended (the “Note Amendment”) to revise the Option Loans amounts and timing to (a) on December 6, 2016, a loan of $30,000; (b) by January 31, 2017, a loan of $180,000; (c) by February 28, 2017, a loan of $140,000; and (d) by March 31, 2017, a loan of $100,000. All other terms and conditions remained the same. Simultaneously with the Note Amendment, the Company issued a note to the Noteholder in the principal amount of $30,000 (the “December 2016 Note”).

On February 1, 2017, the September 2016 Note was further amended (the “Second Note Amendment”) to revise the Option Loans amounts and timing to allow the Noteholder to provide three unsecured convertible loans to the Company (the “New Option Loans”): (a) by March 15, 2017, $160,000; (b) by April 15, 2017, $170,000; and (c) by May 15, 2017, $90,000. All other terms and conditions remained the same.

On March 3, 2017, the Company issued an unsecured note (the “March 2017 Note”) in the principal amount of $160,000 to the Noteholder which retained the option to provide the balance of the New Option Loans. On receipt of these funds, a payment of $130,000 was made to MML.

The terms and conditions of certain commitment loans, the Option Loans, the New Option Loans, (collectively the “New Loans”) are the same (conversion and floor prices having been adjusted in line with the terms of the commitment loans at the time of the reverse stock split completed on August 4, 2016), and bear an interest rate of 10% per annum, based on a 360-day year, and are due four years from the issuance date. The Company may, at any time prior to the maturity date, prepay any unconverted amount of the New Loans in full or in part. The Noteholder may, at any time prior to the maturity date convert any or all of the New Loans into shares of common stock of the Company (the “Common Stock”) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, provided that any such conversion is not at a price of less than $0.035 per share (subject to adjustment). In either scenario the total number of shares of common stock issued on conversion may not cause the total beneficial ownership held by the Investor and its affiliates, or the Noteholder and its affiliates to exceed 4.99% of the outstanding shares of common stock. On the maturity date of each of the New Loans, any outstanding amount shall automatically and mandatorily convert into common stock at a price of $0.07 per share (subject to adjustment). The New Loans also contain standard anti-dilution provisions.

The Company evaluated the notes to have beneficial conversion features with an intrinsic value exceeding the principal balances. The intrinsic value is based upon the difference between the market price of Zenosense’s common stock on the date of issuance and the conversion price of $0.007 and $0.07. The total discount is being amortized through interest expense using the interest method over the term of the notes. For the three months ended March 31, 2017, the Company recorded amortization of debt discount in the amount of $51,976. In addition, the Company recorded additional beneficial conversion feature related to the March 2017 Note, mentioned above, in the amount of $160,000. The summary of convertible notes payable for the three months ended March 31, 2017 is as follows:

Principal balances of the convertible notes	$	535,541
Less discount related to beneficial conversion features		(534,308	)
Add amortization of debt discount		51,976
Balance at March 31, 2017	$	113,671

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Note 6 - Common Stock

3 Months Ended

Mar. 31, 2017

Equity [Abstract]

Note 6 - Common Stock

6.   Common stock

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

In February 2014, the Company issued 423,529 shares of common stock to an investor for cash proceeds of $180,000.

On April 8, 2014, a third party purchased 55,556 shares of the Company’s common stock for cash proceeds of $25,000. The third party also committed to purchase an additional 900,000 shares of Company’s common stock in four tranches for an aggregate purchase price of $450,000, subject to certain conditions.

On July 28, 2014, the loan from a third party investor, in the principal amount of $13,000, and the accrued interest of $100 was converted into 65,500 shares of our common stock. The shares were issued as restricted stock, pursuant to an exemption from registration under the federal securities laws

On July 28, 2014, the Company entered into a Securities Purchase Agreement under which the investor committed to purchase an aggregate of 1,370,000 shares of the Company’s common stock, par value $0.001 per share, for an aggregate purchase price of $274,000.  The initial purchase of shares was made on July 28, 2014 for 357,000 shares for a purchase price of $71,500. Two additional purchase instalments were made in August and September.  Each instalment was for 337,500 shares at a purchase price of $67,500 per instalment. The shares when issued are pursuant to an exemption from registration under the federal securities laws. On November 11, 2014, the Company received $67,500 for 337,500 shares of common stock. As of December 31, 2016 and 2015 the shares in connection with the final investment have not been issued.

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

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

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

On September 29, 2016, the Investor, the Company and the Noteholder entered into an amendment to the SPA pursuant to which the Investor, the Noteholder and the Company agreed that should the Noteholder elect to provide the Option Loans, as amended, the Investor will not be required to, or will it be permitted to, provide the Commitment Loans. In the event the Noteholder does not provide the Option Loans, the Investor will be required 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.

On February 16, 2017, the Company issued 828,571 shares of common stock in exchange for the conversion of $5,800 of the principal amount due under the Junior Note. Consequently, the principal amount owing on the Junior Note reduced to $36,200 plus accrued interest.

On February 16, the Company issued 832,000 shares of common stock in exchange for the conversion of $5,824 of the principal amount due under the May $53,197 Senior Note. Consequently, the principal amount owing on the Senior Note reduced to $47,373 plus accrued interest.

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Note 7 - Commitments

3 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Note 7 - Commitments

7.   Commitments

MML Funding Arrangement

The Company’s funding of MML was limited to an initial committed aggregate payment of £450,500 (approximately $650,000 at exchange rates prevailing at the time of the MML SSA) for Phase 1. In addition, the Company may be required to provide an additional £45,000 (approximately $56,040 at March 31, 2017 exchange rates) to be available after March 31, 2017, payable within 20 days after the Company receives written notice from MML.

On September 29, 2016, the MML SSA was amended (the “First Amendment”) to provide for a committed aggregate payment of $650,000, payable in USD under an amended timetable; all other provisions of the MML SSA remained in force. Under the First Amendment, the Company had made payments to MML of $130,000 on August 2, 2016 and $30,000 on October 1, 2016. Subsequent payments were amended to: (a) by October 31, 2016, $110,000, (b) by November 30, 2016, $152,500; (c) by January 31, 2017, $152,500; and (d) by March 31, 2017, $75,000.

On December 6, 2016, the MML SSA was further amended (the “Second Amendment”) to provide for an amended payment timetable. The Company had made payments to MML of $130,000 on August 2, 2016, $30,000 on October 1, 2016 and $110,000 on October 30, 2016. Subsequent payments were amended to; (a) within 10 days of December 6, 2016, $22,500; (b) by January 31, 2017, $152,500; (c) by February 31, 2017, $130,000; and (d) by March 31, 2017, $75,000. All other provisions remained in force.

On January 31, 2017, the Company entered into an additional amendment (the “Third Amendment”) to the MML SSA to provide for payments to be made: (a) by March 15, 2017, $130,000; (b) by April 15, 2017, $152,500; and (d) by May 15, 2017, $75,000. MML also obtained the right to draw down all or part of the earliest of any undrawn Phase 1 Payments in advance of the payment due date, with 14 days advance notice to the Company (the “Accelerated Payment”). All other provisions and terms of the MIDS Agreement and the aggregate amount of the Phase 1 Payments, as amended, remain in force.

As of May 12, 2017, the Company has made payments in an aggregate amount of $650,000 to MML.

Sgenia License Agreement

In December 4, 2013, the Company entered into the License Agreement with Sgenia Industrial S.L. and its subsidiaries, Sgenia Soluciones S.L and ZENON Biosystem S.L (collectively, “Sgenia”) for the development of an MRSA/SA detection device and cancer detective device and other improvements and variations to the devices (the “Sgenia Products”), to be based on the Sgenia sensory technology. Pursuant to the License Agreement, the Company will have a worldwide exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement on a revenue sharing basis. The Company entered into amendments (the “Amendments”) to the License Agreement to modify and extend the Sgenia Products to include a lung cancer product and change the product development schedule and the research funding budget to accommodate the additional lung cancer product as well as the continuation of the development of the MRSA product. Additionally, the development stage objectives and milestones were modified to reflect the current state of development of each of the Sgenia Products.

Under the License Agreement, the Company is funding the development of the Sgenia Products pursuant to a research and development plan proposed by Sgenia and accepted by the Company. The funding will be provided on an advance basis, per month, based on agreed development stages. In return, the Company will have the exclusive right to manufacture, formulate, package, market and sell the Sgenia Products world-wide, for 40 years, subject to a limitation on the inclusion of Spain in the territory. All intellectual property developed by Sgenia at any time during the term related to manufacturing, formulating and/or packaging process shall be shared ownership and licensed to the Company on a royalty-free basis. Sgenia will also supply to the Company, at a negotiated price based on quantity, all of the requirements for the integrated circuits on microchips that are necessary for the operation of the Sgenia Products. Sgenia and the Company will also work together to research and develop the Sgenia Products and establish written plans and reviewing committees for the management of the overall development project and commercialization of the Sgenia Products.

The Company’s funding of the MRSA product development was limited to an initial approved budget of $1,256,438, of which $526,846 was advanced by the Company.  As a result of the Amendment of July 2015, at the date of this report, the revised and approved budget is approximately $1,142,143, of which $769,787 has been advanced (including the amount advanced under the prior budget) as of March 31, 2017. The Company is currently committed to advancing approximately EUR 656,000 (approximately $704,262 USD), 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 March 31, 2017.  The aggregate of the advances paid by the Company are recorded as research and development expenses. The budget may be changed by mutual agreement from time to time.

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

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

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Note 8 - Income Taxes

3 Months Ended

Mar. 31, 2017

Schedule of Investments [Abstract]

Note 8 - Income Taxes

8.   Income taxes

Our deferred tax assets consist of the benefit from net operating loss (“NOL”) carry-forwards.  For the three month ended March 31, 2017, the related deferred tax assets of approximately $377,051, has been fully offset by a valuation allowance.

The NOL carry-forwards begin to expire in 2029.

As of March 31, 2017, the Company had net operating loss carry-forwards of $1,693,328.

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Note 9 - Related Party Transactions

3 Months Ended

Mar. 31, 2017

Related Party Transactions [Abstract]

Note 9 - Related Party Transactions

9.   Related party transactions

On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company will obtain his services as the Chief Executive Officer of the Company.  Mr. Gil will receive a base salary and additional compensation equal to 10% of the net sales generated from the License Agreement. On August 12, 2016, the Company amended Mr. Carlos Jose Gil’service agreement to include additional compensation, if any, to be equal to 10% of the revenue received by Zenosense, Inc. from MML as a result of any future commercialization of the MIDS project.      

During the three months ended March 31, 2017, the Company recorded $14,796 of general and administrative expenses related to amounts paid/owed to Ksego Engineering S.L. for services rendered by Mr. Gil. As of March 31, 2017, the Company owes Mr. Gil $85,724.  No additional compensation based on net sales has been earned to date.

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Note 10 - Subsequent Events

3 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

Note 10 - Subsequent Events

10.   Subsequent events

On April 2, 2017, the Company issued an unsecured note (the “April 2017 Note”) in the principal amount of $170,000, to the Noteholder in exchange of a loan of $170,000. The Noteholder retained the option to provide the final amount of $90,000 of the New Option Loans. On receipt of these funds, a payment of $152,500 was made to MML in line with the terms of the Third Amendment.

On April 4, 2017, the Company issued 916,900 shares of common stock in exchange for the conversion of $6,418 of the principal amount due under the May $53,197 Senior Note. Consequently, the principal amount owing on the May $53,197 Senior Note reduced to $40,955 plus accrued interest.

On April 4, 2017, the holder of the Junior Note (the "Original Junior Note Holder") notified the Company that it has sold and assigned an aggregate amount of $22,300 of the $42,000 Junior Note to a new investor (the "Additional Junior Note Holder").  The Company therefore cancelled the Junior Note, and issued a new note in the principal amount of $22,300 to the Additional Junior Note Holder (the "Additional Junior Note") and a new note in the principal amount of $14,712 to the Original Junior Note Holder.

On April 6, 2017, the Company issued 828,571 shares of common stock in exchange for the conversion of $5,800 of the principal amount due under the Additional Junior Note. Consequently, the principal amount owing on the Additional Junior Note was reduced to $16,500 plus accrued interest.

On May 8, 2017, the Company issued an unsecured note (the “May 2017 Note”) in the principal amount of $90,000, to the Noteholder in exchange of a loan of $90,000. On receipt of these funds, a payment of $75,000 was made to MML in line with the terms of the Third Amendment.

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Note 3 - Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Use of Estimates

Use of estimates

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

Reclassifications

Reclassifications

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

Research and development

Research and development

Research and development costs are expensed as incurred.

Income taxes

Income taxes

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

Loss per common share

Loss per common share

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

Equity method accounting for joint venture

Equity method accounting for joint venture

As of March 31, 2017, the Company has a 40%  interest in a joint venture with Bio-AMD UK Holdings Limited by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited (“MML”).  The investment in MML is accounted for using the equity method.

Subsequent events

Subsequent events

The Company evaluated all events or transactions that occurred after March 31, 2017, 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 believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Note 4 - Equity Method Investment (Tables)

3 Months Ended

Mar. 31, 2017

Equity Method Investments and Joint Ventures [Abstract]

Summarized balance sheet of MML

Current Assets
Cash	$	206,047
Prepaid expenses		12,855
		218,901
Property and equipment		25,022
Intellectual property		975,000
Total Assets	$	1,218,923
Current Liabilities
Accounts payable - trade	$	22,286
Accrued liabilities		4,503
Total Current Liabilities		26,789
Equity
Share capital		1,625,000
Subscription receivable		(227,500	)
Other comprehensive income		(3,178	)
Accumulated deficit		(202,188	)
Total equity		1,192,134
Total Equity and Liabilities	$	1,218,923

Summarized Statement of operations for MML

Revenue	$	–
General and administrative expenses		84,148
Net loss	$	(84,148	)

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Note 5 - Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Summary of Convertible notes Payable

Principal balances of the convertible notes	$	535,541
Less discount related to beneficial conversion features		(534,308	)
Add amortization of debt discount		51,976
Balance at March 31, 2017	$	113,671

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Note 1 - Nature of Operations (Details Narrative) - $ / shares	Mar. 31, 2017	Jun. 20, 2016	Jun. 06, 2016	Nov. 22, 2013
Accounting Policies [Abstract]
Authorized shares, pre-increase				50,000,000
Authorized shares post-increase				500,000,000
Par value per share			$ 0.001	$ 0.001
Percent interest in joint venture, MIDS Medical Ltd.	40.00%	40.00%

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Note 2 - Going Concern (Details Narrative)	Mar. 31, 2017 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated Losses	$ 1,693,328

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Note 3 - Summary of Significant Accounting Policies (Details Narrative)	Mar. 31, 2017	Jun. 20, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Percent interest in joint venture, MIDS Medical Ltd.	40.00%	40.00%

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Note 4 - Equity Method Investment (Details Narrative)	Mar. 31, 2017 USD ($)
Equity Method Investments and Joint Ventures [Abstract]
Percent interest in joint venture, MIDS Medical Ltd. (MML)	40.00%
Equity share in MML net losses	$ 33,659
Company's investment in MML during year	130,000
Net investment, MML	$ 345,677

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Note 4 - Equity Method Investment - Summarized balance sheet of MML (Details)	Mar. 31, 2017 USD ($)
Current Assets
Cash	$ 206,047
Prepaid expenses	12,855
Total	218,901
Property and equipment	25,022
Intellectual property	975,000
Total Assets	1,218,923
Current Liabilities
Accounts payable - trade	22,286
Accrued liabilities	4,503
Total Current Liabilities	26,789
Equity
Share capital	1,625,000
Subscription receivable	(227,500)
Other comprehensive income	(3,178)
Accumulated deficit	(202,188)
Total equity	1,192,134
Total Equity and Liabilities	$ 1,218,923

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Note 4 - Equity Method Investment - Summarized Statement of operations for MML (Details)	3 Months Ended
	Mar. 31, 2017 USD ($)
Summarized Statement of Operations, MML
Revenue
General and administrative expenses	84,148
Net loss	$ (84,148)

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Note 5 - Convertible Debt - Summary of Convertible notes Payable (Details)	Mar. 31, 2017 USD ($)
Summary Of Convertible Notes Payable
Principal balances of the convertible notes	$ 535,541
Less discount related to beneficial conversion features	(534,308)
Add amortization of debt discount	51,976
Balance at December March 31, 2017	$ 113,671

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Note 5 - Convertible Debt (Details Narrative) - USD ($)

3 Months Ended

Mar. 31, 2017

May 15, 2017

Apr. 15, 2017

Mar. 15, 2017

Mar. 03, 2017

Feb. 28, 2017

Jan. 31, 2017

Dec. 06, 2016

Nov. 30, 2016

Nov. 01, 2016

Oct. 31, 2016

Oct. 27, 2016

Oct. 18, 2016

Sep. 29, 2016

May 16, 2016

Apr. 20, 2016

April 2016 Senior Note

Principal value

$ 40,000

Interest rate

5.00%

Conversion price per share

$ 0.007

Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock.

4.99%

Shares initially reserved with respect to conversion feature

5,714,286

Exchange of Prior Notes to New Notes

2016 May Senior Note 1

$ 53,197

2016 May Senior Note 2

62,547

Aggregate principal of Note 1 and Note 2

$ 115,744

Interest rate per annum

5.00%

Conversion price per share

$ 0.007

Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock.

4.99%

Shares initially reserved with respect to conversion feature

16,534,857

October 18, 2016 Assignment Agreement

Principal Purchased by Junior Holder From May 2016 Senior Note 2

$ 42,000

Amount of debt subordinate to the May 2016 Senior Note 2

$ 42,000

Noteholder may not convert Junior Note Unless Price per share is equal or greater than

$ 0

Amount of May Senior Note 2 resissued as Senior Note, including accrued interest

$ 21,968

Amount of May Senior Note 2 resissued as Junior Note

$ 42,000

September 2016 Note

Principal Amount

$ 60,000

Option loan value

$ 100,000

$ 180,000

$ 170,000

$ 140,000

Principal value of note issued for First Option Loan

$ 140,000

Amended Option loan schedule

$ 100,000

$ 140,000

$ 180,000

$ 30,000

Principal value of note issued for Second Option Loan

$ 30,000

February Note Amendment, September 2016 Note

Revised Option loan amounts and payment dates

$ 90,000

$ 170,000

$ 160,000

Issuance of Unsecured Note for funded Option

$ 160,000

Amount funded to MML from Note

$ 130,000

Terms of Commitment Loans

Terms of Commitment Loans

The Company may, at any time prior to the maturity date, prepay any unconverted amount of the New Loans in full or in part. The Noteholder may, at any time prior to the maturity date convert any or all of the New Loans into shares of common stock of the Company (the “Common Stock”) at either (a) $0.07 per share (subject to adjustment), or (b) a 15% discount to the 10-day Volume Weighted Average Price per share, provided that any such conversion is not at a price of less than $0.035 per share (subject to adjustment). In either scenario the total number of shares of common stock issued on conversion may not cause the total beneficial ownership held by the Investor and its affiliates, or the Noteholder and its affiliates to exceed 4.99% of the outstanding shares of common stock. On the maturity date of each of the New Loans, any outstanding amount shall automatically and mandatorily convert into common stock at a price of $0.07 per share (subject to adjustment). The New Loans also contain standard anti-dilution provisions.

Limit to the amount of common stock issued at any time under the SPA as a percent of outstanding shares of Common Stock.

4.99%

Conversion Price per Share, low range

$ 0.007

Conversion Price per Share, high range

$ 0.07

Beneficial conversion feature, March 2017 Note

$ 160,000

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Note 6 - Common Stock (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2014	Dec. 31, 2016	Mar. 31, 2017	Feb. 16, 2017	Sep. 29, 2016	Jun. 06, 2016	Nov. 11, 2014	Jul. 28, 2014	Apr. 08, 2014	Nov. 22, 2013
Equity [Abstract]
Common stock, par value			$ 0.001
Common stock, shares authorized			500,000,000
Shares issued for cash	423,529
Value, Shares issued for cash	$ 180,000
Shares purchased									55,556
Cash proceeds									$ 25,000
Shares committed for purchase									900,000
Aggregate purchase price									$ 450,000
Loan from third party investor								$ 13,000
Accrued interest								$ 100
Shares issued on debt conversion								65,500
Aggregate shares for purchase under SPA								1,370,000
Par value, per share								$ 0.001
Aggregate purchase price								$ 274,000
Initial shares purchased								357,000
Purchase price, initial shares purchased								$ 71,500
Shares for purchase each installment								337,500
Purchase price per installment								$ 67,500
Shares issued first installment							337,500
Purchase Price Shares, First Installment							$ 67,500
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, August 3, 2016		1-for-7
Junior Note
Shares issued, Junior Note				828,571
Conversion Amount				$ 5,800
Remaining Principal				$ 36,200
Senior Note
Shares issued, Senior Note				832,000
Conversion Amount				$ 5,824
Remaining Principal				$ 47,373

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Note 7 - Commitments (Details Narrative)	May 15, 2017 USD ($)	May 12, 2017 USD ($)	Apr. 15, 2017 USD ($)	Mar. 31, 2017 USD ($)	Mar. 15, 2017 USD ($)	Feb. 28, 2017 USD ($)	Jan. 31, 2017 USD ($)	Dec. 06, 2016 USD ($)	Nov. 30, 2016 USD ($)	Oct. 31, 2016 USD ($)	Oct. 30, 2016 USD ($)	Oct. 01, 2016 USD ($)	Aug. 02, 2016 USD ($)	Jun. 20, 2016 USD ($)	Dec. 04, 2013 USD ($)
Sgenia Industrial S.L License Agreement
Term of license, years															40
Aggregate initial product development budget															$ 1,256,438
Product development, expensed as research and development under initial budget															$ 526,846
Aggregate revised product development budget				$ 1,142,143
Product development, expensed as research and development under revised budget				769,787
Amount committed to advance, EUR				656,000
Amount Committed to advance in USD				$ 704,262
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
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				56,040
Payments under amended timetable September 29 2016 MML SSA				75,000			$ 152,500		$ 152,500	$ 110,000		$ 30,000	$ 130,000
Payments under amended timetable December 6 2016 MML SSA, amounts paid											$ 110,000	$ 30,000	$ 130,000
Payments under amended timetable December 6 2016 MML SSA, subsequent payments required on or before due date				$ 75,000		$ 130,000	$ 152,500	$ 22,500
Payments under January 31, 2017 amended timetable MML SSA	$ 75,000		$ 152,500		$ 130,000
Payments made to MML		$ 650,000

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Note 8 - Income Taxes (Details Narrative)	3 Months Ended
	Mar. 31, 2017 USD ($)
Schedule of Investments [Abstract]
Deferred Tax assets	$ 377,051
NOL Expires	Jan. 01, 2029
Net operating loss carry forwards	$ 1,693,328

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Note 9 - Related Party Transactions (Details Narrative)	3 Months Ended
	Mar. 31, 2017 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	$ 14,796
Amount due to Mr. Gil	$ 85,724
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 10 - Subsequent Events (Details Narrative) - USD ($)	May 08, 2017	Apr. 06, 2017	Apr. 04, 2017	Apr. 02, 2017
Subsequent Events [Abstract]
Principal amount of Note issued				$ 170,000
Amount remaining on Option for funding by Noteholder				90,000
Payment to MML				$ 152,500
Shares issued on conversion Senior Note			916,900
Conversion Amount			$ 6,418
Remaining Principal			40,955
Amount assigned by Junior noteholder to new investor			22,300
Amount of new note issued to Junior Noteholder			$ 14,712
Shares issued on conversion Junor Note		828,571
Conversion Amount		$ 5,800
Remaining Principal		$ 16,500
Principal amount of Note issued	$ 90,000
Payment to MML	$ 75,000