UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-Q

☒ QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~ June 30, ~~2018~~2021

Or☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[ ] TRANSITION~~For ~~REPORT~~the ~~UNDER~~transition ~~SECTION~~period ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to

~~For~~Commission ~~the~~file ~~transition~~number ~~period from __________________ to ______________________~~000-54936

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 every Interactive Data File required to be submitted 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 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	[ ]	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: 31,068,136 common shares issued and outstanding as of November 12, 2018.

ZENOSENSE, INC.

~~TABLE~~(Exact OFname ~~CONTENTS~~of registrant as specified in its charter)

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

Nevada

2(State or other jurisdiction of incorporation)

~~PART I~~ 26- ~~FINANCIAL INFORMATION~~3257291

(IRS Employer Identification No.)

400 Blake St., Apt 3401,
New Haven, Connecticut 06515

646-768-8417

(Address and telephone number of registrant’s executive office)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

The number of shares outstanding of the registrant’s common stock as of March 14, 2022 was 31,932,843 shares.

ZENOSENSE, INC.

FINANCIAL STATEMENTS

As of September 30, 2018 and December 31, 2017 and

For the Three and Nine Months Ended September 30, 2018 and 2017

TABLE OF CONTENTS

	~~Page~~	Page
Balance Sheets (Unaudited)	F-1
PART I	Financial information
Statements of Operations (Unaudited)	F-2
Item 1	Financial statements (unaudited)	1
Statements of Cash Flows (Unaudited)	F-3
Item 2	Management’s discussion and analysis of financial condition and results of operations	2
Notes to Financial Statements (Unaudited)	F-4 to F-10
Item 3	Quantitative and qualitative disclosures about market risk	4
Item 4	Controls and procedures	4
PART II	Other Information
Item 1	Legal proceedings	6
Item 2	Unregistered sales of equity securities and use of proceeds	6
Item 3	Defaults upon senior securities	6
Item 4	Mine safety disclosures	6
Item 5	Other information	6
Item 6	Exhibits	7
	Signatures	8

~~ZENOSENSE,~~PART ~~INC.~~I FINANCIAL INFORMATION

~~Balance~~ITEM ~~Sheets~~1 FINANCIAL STATEMENTS (UNAUDITED)

~~(Unaudited)~~TABLE OF CONTENTS

		September 30, 2018			December 31, 2017
	Page
Assets
Balance Sheets (Unaudited)	F-1
Current assets:
Statements of Operations (Unaudited)	F-2
Cash and cash equivalents		$	7,728		$	28,823
Statement of Changes in Stockholders’ Equity (Deficit) (unaudited)	F-3
Prepaid expense			9,000			-
Statements of Cash Flows (Unaudited)	F-4
Total current assets			16,728			28,823
Notes to Financial Statements (Unaudited)	F-5 to F-7
Investment in equity method joint venture			395,899			451,871
Total assets		$	412,627		$	480,694
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expense		$	154,447		$	90,816
Accounts payable and accrued expense – related party			108,496			91,499
Convertible notes, net of discount of $467,624 and $561,494, respectively			425,240			284,450
Stock payable			67,500			67,500
Total current liabilities			755,683			534,265
Total liabilities			755,683			534,265
Commitments and Contingencies
Stockholders' Deficit:
Common stock, 500,000,000 shares authorized, $0.001 par value issued and outstanding 31,068,136 and 25,397,424 shares, respectively			31,068			25,397
Additional paid-in capital			2,100,150			2,047,718
Other comprehensive income – gain on foreign currency translation			9,215			-
Accumulated deficit			(2,483,489	)		(2,126,686	)
Total stockholders' deficit			(343,056	)		(53,571	)
Total liabilities and stockholders' deficit		$	412,627		$	480,694

~~See accompanying notes to these unaudited financial statements.~~1

ZENOSENSE, INC.

BALANCE SHEET

(unaudited)

	June 30,			December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents		-			-
Total current assets		-			-
Total assets	$	-		$	-

Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities	$	863,884		$	747,168
Due to former related parties		108,496			108,496
Convertible notes, net of discount		425,240			425,240
Total current liabilities		1,397,620			1,280,904

Total liabilities		1,397,620			1,280,904

Stockholders’ Deficit
Common stock, Par Value $0.001, 500,000,000 shares authorized, 31,932,843 issued and outstanding as of June 30, 2021 and December 31, 2020		31,933			31,933
Additional paid in capital		2,226,397			2,226,397
Accumulated deficit		(3,655,950	)		(3,539,234	)
Total stockholders’ deficit		(1,397,620	)		(1,280,904	)
Total liabilities and stockholders’ deficit	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-1

ZENOSENSE, INC. STATEMENT OF OPERATIONS (unaudited)

Statements of Operations and Comprehensive Loss

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	June 30,			June 30,			June 30,			June 30,
	2021			2020			2021			2020
Operating expenses
General and administrative expenses		-			127,112			-			127,112
Total operating expenses		-			127,112			-			127,112
Loss from Operations		-			(127,112	)		-			(127,112	)

Other income (expenses)
Interest expense		(58,358	)		(58,358	)		(116,716	)		(116,716	)
Loss in equity method investment		-			-						-
Total other income (expenses), net		(58,358	)		(58,358	)		(116,716	)		(116,716	)
Loss from operations before income taxes		(58,358	)		(185,470	)		(116,716	)		(243,828	)
Income tax expense		-			-			-			-
Net Loss	$	(58,358	)	$	(185,470	)	$	(116,716	)	$	(243,828	)

Weighted average number of ordinary shares
Basic and diluted		31,932,843			31,932,843			31,932,843			31,932,843

Earnings per share
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

~~For~~The ~~the~~accompanying ~~Three~~notes ~~and~~are ~~Nine~~an ~~Months~~integral ~~Ended~~part ~~September~~of ~~30,~~these financial ~~2018 and 2017~~statements

(Unaudited)

	Three Months ended September 30, 2018			Three Months ended September 30, 2017			Nine Months ended September 30, 2018			Nine Months ended September 30, 2017
Revenues	$	-		$	-		$	-		$	-
Expense
General and administrative expense		35,155			36,429			116,543			126,269
Total expenses		35,155			36,429			116,543			126,269
Loss from operations		(35,155	)		(36,429	)		(116,543	)		(126,269	)
Other income/(expense)
Interest expense		(56,388	)		(65,724	)		(175,073	)		(190,211	)
Loss in equity method investment		(19,247	)		(42,148	)		(65,187	)		(121,285	)
Total other expense		(75,635	)		(107,872	)		(240,260	)		(311,496	)
Net loss	$	(110,790	)	$	(144,301	)	$	(356,803	)	$	(437,765	)
Comprehensive loss
Net loss	$	(110,790	)	$	(144,301	)	$	(356,803	)	$	(437,765	)
Other comprehensive income – gain on foreign currency translation		-			-			9,215			-
Total comprehensive loss	$	(110,790	)	$	(144,301	)	$	(347,588	)	$	(437,765	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding:
Basic and diluted		30,393,581			21,980,124			28,040,813			19,996,792

See accompanying notes to these unaudited financial statements.

F-2

ZENOSENSE, INC. STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (unaudited)

Statements of Cash Flows

	Common Stock				Paid-in		Accumulated			Stockholders’ Equity
	Shares		Value		Capital		Deficit			(Deficit)
Balance, December 31, 2019		31,932,843	$	31,933	$	2,226,397	$	(3,305,803	)	$	(1,047,473	)

Net loss		-		-		-		(116,716	)		(116,716	)

Balance, June 30, 2020		31,932,843	$	31,933	$	2,226,397	$	(3,422,519	)	$	(1,164,189	)

For the Nine Months Ended September 30, 2018 and 2017

					Additional					Stockholders’
	Common Stock				Paid-in		Accumulated			Equity
	Shares		Value		Capital		Deficit			(Deficit)
Balance, December 31, 2020		31,932,843	$	31,933	$	2,226,397	$	(3,539,234	)	$	(1,280,904	)

Net loss		-		-		-		(116,716	)		(116,716	)

Balance, June 30, 2021		31,932,843	$	31,933	$	2,226,397	$	(3,655,950	)	$	(1,397,620	)

	September 30, 2018			September 30, 2017
Operating Activities
Net loss	$	(356,803	)	$	(437,765	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		112,279			142,635
Loss in equity method investment		65,187			121,285
Changes in operating assets and liabilities:
Prepaid expense		(9,000	)		9,375
Accounts payable and accrued expense		65,245			49,885
Accounts payable and accrued expense – related party		16,997			128
Cash used in operating activities		(106,095	)		(114,457	)
Investing activities
Investment in joint venture		-			(357,500	)
Cash used in investing activities		-			(357,500	)
Financing activities
Proceeds from convertible note payable		85,000			470,000
Cash provided by financing activities		85,000			470,000
Net decrease in cash		(21,095	)		(1,957	)
Cash, beginning of period		28,823			10,271
Cash, end of period	$	7,728		$	8,314
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-
Noncash investing and financing activities:
Discount on convertible notes related to beneficial conversion feature	$	18,409		$	424,875
Reclassifying accrued interest to principal on convertible notes	$	1,614		$	-
Shares issued for conversion of debt	$	39,694		$	44,491

The accompanying notes are an integral part of these financial statements

See accompanying notes to these unaudited financial statements.

F-3

ZENOSENSE, INC. STATEMENT OF CASH FLOWS (unaudited)

Notes to the Financial Statements

	Six Months			Six Months
	Ended			Ended
	June 30,			June 30,
	2020			2019
Cash Flows From Operating Activities
Net loss	$	(116,716	)	$	(243,828	)
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation		-			127,112
Changes in operating assets and liabilities:
Accrued payable and accrued liabilities		116,716			116,716
Net cash used in operating activities		-			-

Cash Flows From Investing Activities
Net cash used in investing activities		-			-

Cash Flows From Financing Activities
Net cash provided by financing activities		-			-

Net (decrease) increase in cash and cash equivalents		-			-
Cash and cash equivalents, beginning of year		-			-
Cash and cash equivalents, end of year	$	-		$	-

Supplemental disclosure of cash flow information
Cash paid for income tax expense	$	-		$	-
Cash paid for interest expense	$	-		$	-

~~(Unaudited)~~The accompanying notes are an integral part of these financial statements

1. Nature of operations

Zenosense, Inc. (the "Company") was incorporated under the laws of the State of Nevada on August 11, 2008.

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

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

Following an extensive revision to the MIDS core Hall effect sensor electronics during the first half of 2018, MML reported, in June, 2018, that testing had confirmed and had materially improved upon the testing results announced in late 2017, with a near doubling of sensitivity of detection. MML informed the Company that two brands of commercially available paramagnetic assay beads were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270 Dynabeads® (2.8 μm), both of which are thought suitable for a HS troponin assay and have similar paramagnetic characteristics. MML also stated that the MIDS level of detail of both these brands was seen on a reliable, repeatable basis at around 50,000 beads, with good signal linearity (required for accurate assay quantitation) at higher numbers. This number of beads detected at the level of detail is, according to MML, well within the range advised by MML's assay consultants as suitable for a HS troponin assay.

On August 31, 2018, the Company and MML entered into an agreement with an investor for the funding of MML of up to US$1,200,000 in exchange for up to 10.31% equity ownership in MML. The Company's ownership of MML may be diluted based on the amount of the investor funds.

2. Going concern

The financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for 12 months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2018, the Company had not yet achieved profitable operations, had accumulated losses of $2,483,489 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company's ability to continue as a going concern for the twelve months following the issuance of these financial statements. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

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

3. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). In our opinion, the accompanying unaudited interim financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The balance sheet at December 31, 2017, has been derived from audited financial statements of the Company as of that date. The interim unaudited results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the SEC. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim consolidated financial statements are read in conjunction with the audited financial statements and notes previously included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

F-4

~~ZENOSENSE,~~NOTES ~~INC.~~TO UNAUDITED FINANCIAL STATEMENTS

~~Notes~~NOTE to1 ~~the~~– ~~Financial~~ORGANIZATION ~~Statements~~AND DESCRIPTION OF BUSINESS

Zenosense, Inc. (~~Unaudited~~the “Company”) was incorporated under the laws of the State of Nevada on August 11, 2008.

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

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

Following an extensive revision to the MIDS core Hall effect sensor electronics during the first half of 2018, MML reported, in June, 2018, that testing had confirmed and had materially improved upon the testing results announced in late 2017, with a near doubling of sensitivity of detection. MML informed the Company that two brands of commercially available paramagnetic assay beads were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270 Dynabeads® (2.8 μm), both of which are thought suitable for a HS troponin assay and have similar paramagnetic characteristics. MML also stated that the MIDS level of detail of both these brands was seen on a reliable, repeatable basis at around 50,000 beads, with good signal linearity (required for accurate assay quantitation) at higher numbers. This number of beads detected at the level of detail is, according to MML, well within the range advised by MML’s assay consultants as suitable for a HS troponin assay.

On August 31, 2018, the Company and MML entered into an agreement with an investor for the funding of MML of up to US$1,200,000 in exchange for up to 10.31% equity ownership in MML. The Company’s ownership of MML may be diluted based on the amount of the investor funds.

The Company has been dormant since November, 2018.

The Company’s year-end is December 31^st.

On December 9, 2021, the Eighth Judicial District Court in Clark County, Nevada Case No: A-21-843440-B appointed Custodian Ventures, managed by David Lazar as the Company’s custodian.

David Lazar, 31, has been CEO and Chairman of the Company since December 9, 2021. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

F-5

Principles of Consolidation

The consolidated financial statements include the financial statements of all the subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

Management’s Representation of Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto.

Use of estimates

The preparation of consolidated financial statements in conformity with ~~generally~~U.S. ~~accepted~~GAAP ~~accounting principles~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the calculation of stock-based compensation, 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~~Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include valuation of inventory, and recoverability of carrying amount and the estimated useful lives of long-lived assets.

~~Research~~Cash and ~~development~~cash equivalents

~~Research~~Cash and ~~development~~cash ~~costs~~equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are ~~expensed~~unrestricted as ~~incurred~~to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. As of June 30, 2021 and December 31, 2020 the Company had no cash on hand.

Income taxes

~~Deferred~~The Company accounts for income taxes under FASB ASC 740, ”Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between ~~their~~the financial statement carrying amounts of existing assets and liabilities 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, ”Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

~~Loss~~The ~~per~~amount ~~common~~recognized ~~share~~is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

~~Basic~~Net ~~loss~~Loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. For the nine months ended September 30, 2018 and 2017, potentially dilutive securities included notes convertible to 18,132,556 and 31,436,571 common shares, respectively.Share

~~Equity~~Net ~~method~~loss ~~accounting~~per ~~for~~common ~~joint~~share ~~venture~~is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

As of September 30, 2018 and December 31, 2017, the Company had a 40% interest in a joint venture with the Partner by way of subscription and shareholders agreement in a third party medical detection device developer, MIDS Medical Limited. The investment in MML is accounted for using the equity method.

Subsequent events

The Company evaluated all events or transactions that occurred after September 30, 2018 through the date these financial statements were issued for subsequent event disclosure consideration.

Recent accounting standards

In February 2016, the FASB issued ASU 2016-02, a new lease standard requiring lessees to recognize lease assets and lease liabilities for most leases classified as operating leases under previous U.S. GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company will be required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has evaluated the adoption of the standard and, due to there being only one operating lease currently in place, there will be minimal impact of the standard on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement". The amendments in this update are to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity's financial statements. The amendments in this Update apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company does not expect that this guidance will have a material impact on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Target Improvements". The amendments in this Update also clarify which Topic (Topic 842 or Topic 606) applies for the combined component. Specifically, if the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity should account for the combined component in accordance with Topic 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with Topic 842. An entity that elects the lessor practical expedient also should provide certain disclosures. The Company is currently evaluating the adoption of this guidance and does not expect that this guidance will have a material impact on its consolidated financial statements. The Company has not adopted this Standard and will do so when specified by the FASB.

In July 2018, the FASB issued ASU 2018-10, "Codification Improvements to Topic 842, Leases". The amendments in this Update affect narrow aspects of the guidance issued in the amendments in Update 2016-02 as described in the table below. The amendments in this Update related to transition do not include amendments from proposed Accounting Standards Update, Leases (Topic 842): Targeted Improvements, specific to a new and optional transition method to adopt the new lease requirements in Update 2016-02. That additional transition method will be issued as part of a forthcoming and separate Update that will result in additional amendments to transition paragraphs included in this Update to conform with the additional transition method. The Company is currently evaluating the adoption of this guidance and does not expect that this guidance will have a material impact on its consolidated financial statements. The Company has not adopted this Standard and will do so when specified by the FASB.

The Company does not believe that any new accounting pronouncements that have been issued would have a material impact on its financial position or results of operations.

4. Equity Method Investment

On June 20, 2016, the Company entered into the MML SSA with the Partner utilizing a joint venture vehicle, MML of which the Company owns a 40% interest awarded on July 1, 2016, in exchange for its participation and funding to support MML during a Phase 1 and prospectively during a Phase 2 development of the Partner's MIDS universal immunoassay detection technology platform. MML will have the right, under license, to use the MIDS IP during the development and the MIDS IP will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party.

F-5

ZENOSENSE, INC.

Notes to the Financial Statements

(Unaudited)

For the nine months ended September 30, 2018, the Company's equity share of the net losses in MML was $65,187. As of September 30, 2018, the Company had a net investment of $395,899 in MML. The summarized balance sheet of MML as of September 30, 2018 is as follows:

Current assets:
Cash	$	138,573
Receivable		2,367
Prepaid expenses		5,696
Total current assets		146,636
Intellectual property		1,006,038
Total assets	$	1,152,674
Current liabilities:
Accounts payable - trade	$	8,577
Accrued liabilities		155,040
Total current liabilities		163,617
Equity:
Share capital		1,625,000
Other comprehensive income		22,348
Accumulated deficit		(658,291	)
Total equity		989,057
Total equity and liabilities	$	1,152,674

The summarized statements of operations for MML for the nine months ended September 30, 2018 and 2017 are as follows:

	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Revenue	$	–		$	-
General and administrative expenses		162,967			303,213
Net loss	$	(162,967	)	$	(303,213	)

5. Convertible Debt

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

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

F-6

~~ZENOSENSE,~~Recent ~~INC.~~Accounting Pronouncements

~~Notes~~There toare no recent accounting pronouncements that impact the ~~Financial~~Company’s ~~Statements~~operations.

~~(Unaudited)~~NOTE 3 – GOING CONCERN

OnAs ~~October~~of 18June 30, ~~2016~~2021, the ~~Noteholder~~Company ~~entered~~had ~~into~~$-0- ain ~~Debt Purchase~~ cash and ~~Assignment~~cash ~~Agreement~~equivalents. ~~(the~~The ~~"Assignment~~Company ~~Agreement")~~had ~~with~~net anloss ~~accredited~~of ~~investor~~$116,716 for asthe ~~defined~~six inmonths ~~Rule~~ended ~~501(a)~~June of30, ~~the~~2021, ~~1933~~has ~~Securities~~negative ~~Act~~working ~~(the~~capital ~~"Junior~~of $1,397,620 and ~~Holder")~~accumulated todeficit ~~purchase~~of $423,~~000~~655,950 on ~~(the~~June ~~"Junior~~30, ~~Note")~~2021. ofThe ~~the~~Company’s principal ~~amount~~sources of ~~the~~liquidity ~~$62~~have been cash provided by operating activities,~~547~~ ~~May~~as ~~Senior~~well ~~Note~~as financial support from related parties. The ~~Assignment~~Company’s ~~Agreement~~operating ~~stipulated~~results ~~that~~for ~~the~~future periods ~~Junior~~are ~~Note~~subject isto ~~(a)~~numerous ~~subordinate~~uncertainties toand ~~the~~it ~~noteholder's~~is ~~balance~~uncertain ofif the ~~$62,547~~Company ~~May~~will ~~Senior~~be ~~Note;~~able ~~and~~to ~~(b)~~maintain ~~unconvertible~~profitability ~~unless~~and ~~the~~continue ~~trading~~growth for ~~price~~the offoreseeable ~~the~~future. ~~Company's~~If ~~securities~~management is ~~equal~~not able to increase revenue and/or ~~greater~~manage ~~than~~operating ~~$0.15~~expenses ~~per~~in ~~share~~line ~~based~~with onrevenue forecasts, the ~~volume~~Company ~~weighted~~may ~~average~~not ~~price~~be ~~("VWAP")~~able ofto maintain profitability. These factors raise substantial doubt about the ~~preceding~~Company’s ~~five~~ability ~~trading~~to ~~days~~continue as a going concern.

OnThe ~~November~~Company 1,will ~~2016,~~focus ~~after~~on ~~notice~~improving ~~from~~operation ~~the~~efficiency and ~~Noteholder,~~cost ~~the Company reissued the $62~~reduction,~~547~~ ~~May~~developing ~~Senior~~core ~~Note in~~cash-generating ~~two notes: (a) the Junior Note in an amount of $42~~business,~~000~~ and ~~(b)~~enhancing ~~the~~marketing ~~balance~~function. ofActions ~~the $62,547 May Senior Note, this being $21,968 to~~ include ~~interest~~developing ~~due~~more ~~through November 1~~customers, as ~~2016~~well ~~(the~~as ~~"November~~creating ~~$21,968~~synergy ~~Senior~~using ~~Note"). The Junior Note contains terms reflecting~~ the ~~Assignment~~Company’s ~~Agreement stipulations of subordination and VWAP conversion otherwise the two notes carry forward the same terms of the May Senior Note~~resources.

OnThe ~~September~~Company ~~29,~~believes ~~2016~~that available cash and cash equivalents, the ~~Company~~cash ~~issued~~provided anby ~~unsecured~~operating ~~convertible~~activities, ~~note~~together inwith ~~the~~actions ~~principal~~as ~~amount~~developing more customers and create synergy of ~~$60~~the Company’s resources,~~000~~ should enable the Company to meet presently anticipated cash needs for at least the ~~Noteholder~~next (12 months after the ~~"September~~date ~~2016~~that ~~Note")~~the financial ~~which~~statements ~~also~~are ~~granted~~issued anand ~~option to~~the Company has prepared the ~~Noteholder~~consolidated tofinancial ~~provide~~statements ~~four~~on ~~unsecured~~a ~~convertible~~going ~~loans~~concern (basis. If the ~~"Option~~Company encounters ~~Loans"):~~unforeseen ~~(a)~~circumstances bythat ~~October~~place ~~31,~~constraints ~~2016,~~on ~~$140~~its capital resources,~~000;~~ ~~(b)~~management bywill ~~November~~be ~~30,~~required ~~2016~~to take various measures to conserve liquidity, ~~$170~~which could include,~~000~~ ~~(c)~~but bynot ~~January~~necessarily ~~31,~~be ~~2017~~limited to, ~~$180~~obtaining financial support from related parties,~~000;~~ and ~~(d)~~controlling overhead byexpenses. ~~March~~Management ~~30,~~cannot ~~2017,~~provide ~~$100,000~~any assurance that the Company’s efforts will be successful. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

OnNOTE ~~October~~4 ~~27, 2016, under the Option Loans, the Company issued an unsecured note (the "October 2016 Note") in the principal amount of $140,000, to the Noteholder.~~– EQUITY

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

OnThe 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~~has ~~"New Option Loans 2"): (a) by March 15~~authorized 500, ~~2017~~000,000 shares of $~~160~~0.001 par value,~~000;~~ ~~(b)~~common bystock. ~~April~~As ~~15,~~of ~~2017,~~June ~~$170~~30,~~000;~~ 2021 and ~~(c)~~December ~~by May 15~~31, ~~2017~~2020, ~~$90~~there were 31,~~000.~~932,843 shares ~~All~~of ~~other~~Common ~~terms~~Stock issued and ~~conditions remained the same~~outstanding.

OnNOTE ~~March~~5 3,– RELATED ~~2017,~~PARTY ~~the~~NOTES ~~Company issued an unsecured note (the "March 2017 Note") in the principal amount of $160~~PAYABLE,~~000~~ ACCRUED toEXPENSES ~~the~~AND ~~Noteholder~~OTHER ~~which retained the option to provide the balance of the New Option Loans 2. On receipt of these funds, a payment of $130,000 was made to MML.~~LIABILITIES

OnAs ~~April~~of 2,June ~~2017~~30, ~~the~~2021 ~~Company~~and ~~issued~~December an31, ~~unsecured~~2020, ~~convertible note (~~the ~~"April~~Company had ~~2017~~$863,884 and ~~Note")~~ $747,168 in ~~the~~accounts ~~principal amount of $170~~payable,~~000,~~ toaccrued ~~the~~expenses ~~Noteholder~~and inaccrued ~~exchange~~interest; ~~for~~respectively. aAdditionally, ~~loan~~as of ~~$170,000. The Noteholder retained~~ the same ~~option~~dates ~~to provide~~ the ~~final~~Company ~~amount~~had of $90108,~~000~~496 ofdue ~~the~~to ~~New~~former ~~Option~~related ~~Loans 2. On receipt of these funds~~parties, aand ~~payment of~~ $~~152~~425,~~500~~240 in ~~was~~convertible ~~made~~notes, ~~to MML~~outstanding.

OnNOTE ~~April~~6 4,– COMMITMENTS ~~2017,~~AND the Company was notified that the Junior Holder had sold and assigned an aggregate amount of $22,300 of the $42,000 Junior Note to a new investor (the "Junior Holder 2"). The Company therefore cancelled the Junior Note, and issued a new note in the principal amount of $22,300 to the Junior Holder 2 (the " Junior Note 2") and a new note in the principal amount of $14,712, which included accrued interest and a reducing adjustment for a prior conversion by the Junior Note Holder of $5,800 of the principal amount, to the Junior Holder.CONTINGENCIES

OnThe ~~May 8, 2017, the~~ Company ~~issued~~did not anhave ~~unsecured~~any ~~convertible~~contractual ~~note~~commitments as ~~(the "May 2017 Note") in the principal amount~~ of ~~$90,000,~~June ~~to the Noteholder in exchange for a loan of $90~~30,~~000~~ ~~(representing~~2021 ~~the~~and ~~final~~December ~~balance of the New Option Loans 2). On receipt of these funds~~31, ~~a payment of $75,000 was made to MML~~2020.

OnNOTE ~~May~~7 ~~14,~~– SUBSEQUENT 2017, the Company issued an unsecured convertible note (the "May 14, 2017 Note") in the principal amount of $50,000, to the Noteholder in exchange for a loan of $50,000 for general working capital. The terms and conditions of the May 14, 2017 Note are essentially the same as the New Loans (as defined below) with the exception of a fixed conversion price of $0.40 and no option to provide further loans granted.EVENTS

On ~~September~~December 129, ~~2017~~2021, the ~~Company~~Eighth ~~was~~Judicial ~~notified~~District Court ~~that~~in ~~the~~Clark ~~Junior Holder 2 had sold and assigned the entire principal amount of $16~~County,~~500~~ ofNevada ~~the~~Case ~~Junior~~No: ~~Note~~A-21-843440-B 2appointed ~~(the~~Custodian ~~Junior Note 2 principal amount adjusted for a prior conversion of $5~~Ventures,~~800~~ ofmanaged ~~the~~by ~~principal~~David ~~amount),~~Lazar ~~plus~~as ~~accrued interest of $42 to a new investor, (~~the ~~"Junior Holder 3"), effective April 24, 2017. The~~ Company’s ~~therefore cancelled the Junior Note 2, and issued a new note in the principal amount of $16,542 to the Junior Holder 3 (the "Junior Note 3")~~custodian.

On November 8, 2017, the Company issued an unsecured convertible note (the "November 8, 2017 Note") in the principal amount of $50,000, to the Noteholder in exchange for a loan of $50,000 for general working capital. The terms and conditions of the November 8, 2017 Note are the same as the May 14, 2017 Note with the exception of a fixed conversion price of $0.23.

F-7

~~ZENOSENSE,~~ITEM ~~INC~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

~~Notes~~Cautionary toNote ~~the~~Regarding ~~Financial~~Forward Looking Statements

~~(Unaudited)~~This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding management’s future plans for the Company, our liquidity and ability to raise capital, our business strategy, and our future operations. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans, and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.

OnThe ~~March~~results 14anticipated by any or all of these forward-looking statements might not occur. Important factors, ~~2018~~uncertainties, ~~the~~and ~~Company~~risks ~~issued~~that anmay ~~unsecured~~cause ~~convertible~~actual ~~note~~results ~~(the~~to ~~"March~~differ ~~14,~~materially ~~2018~~from ~~Note")~~these forward-looking instatements include the ~~principal~~ongoing ~~amount~~impact of ~~$25,000,~~the tocoronavirus pandemic and its negative effect on the ~~Noteholder~~U.S. inand ~~exchange~~global ~~for~~economies, and aour ~~loan~~lack of ~~$25,000.~~an ~~The~~operating ~~terms~~history and ~~conditions~~revenue. ofFurther information on the ~~March~~risk ~~14,~~factors ~~2018~~affecting ~~Note~~our ~~are~~business ~~the~~is ~~same~~contained asin “Risk Factors” of our annual report on Form 10-K/A for the ~~May~~fiscal 14year ended December 31, ~~2017~~2021 ~~Note~~filed with ~~the~~Securities ~~exception~~and ofExchange aCommission on ~~fixed~~March ~~conversion~~1, ~~price~~2022. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of $0new information, future events, or otherwise.~~45.~~

OnOrganizational ~~April~~History ~~12,~~of ~~2018,~~ the Company ~~entered into an amendment to the April Senior Note originally dated April 20, 2016, the $53,197 May Senior Note originally dated May 17, 2016,~~ and the November Senior Note originally dated November 1, 2016, with the holder thereof, to extend the repayment period until April 11, 2019. In all other respects the terms of these notes has remained unchanged.Overview

~~On May 2~~Zenosense, ~~2018~~Inc. (the “Company”) was ~~notified~~incorporated under ~~that~~ the ~~Junior~~laws ~~Holder 2 had sold and assigned the entire remaining principal amount~~ of ~~$14,712 of~~ the ~~Junior~~State ~~Note 2 plus $777~~ of ~~accrued~~Nevada ~~interest~~on toAugust ~~a new investor (the "Junior Note Holder 4")~~11, ~~effective April 25, 2018~~2008. The Company therefore cancelled the Junior Note 2, and issued a new note in the principal amount of $15,489 (the "Junior Note 4"). The terms of the Junior Note 4 are essentially the same as the Junior Note 2 with the exception of a revised maturity date of November 16, 2018.

OnEffective ~~May~~December 104, ~~2018~~2013, the Company ~~was~~entered ~~notified~~into a ~~that~~development ~~the~~and ~~Junior~~exclusive ~~Holder~~license 3agreement ~~had~~(“License ~~sold~~Agreement”) ~~and~~whereby ~~assigned~~ the ~~entire~~Company ~~principal~~will ~~amount~~provide ofa ~~$8,862~~third ofparty ~~the~~with ~~Junior~~capital for ~~Note 3 (~~the ~~original~~development ~~principal~~of ~~amount~~sensory ~~adjusted~~technology for a ~~prior~~methicillin ~~conversion~~resistant ofStaphylococcus ~~the~~aureus ~~Junior~~/ ~~Note~~Staphylococcus 3aureus of(“MRSA/SA”) detection ~~$7,680~~device ofand ~~the~~a ~~principal~~cancer ~~amount)~~detective ~~plus~~device ~~$424~~and ofother ~~accrued~~improvements ~~interest,~~and variations to athe ~~new~~products ~~investor~~ (the "“Sgenia ~~Junior~~Products”) to ~~Note~~be ~~Holder~~used ~~5")~~in the hospital and health care environments, ~~effective~~in ~~April~~exchange 9for a worldwide, ~~2018. The~~exclusive ~~Company~~license ~~therefore~~to ~~cancelled~~manufacture, ~~the~~market ~~Junior~~and ~~Note~~sell the 3resulting products, subject to certain limitations and ~~issued~~a royalty arrangement on a ~~new~~revenue ~~note~~sharing basis. The License Agreement was modified in ~~the~~April ~~principal~~2015 ~~amount~~and ofJuly ~~$9,286~~2015 ~~(the~~to ~~"Junior~~extend ~~Note~~to ~~5"). The~~additional ~~terms~~cancer ofsensory ~~the~~products ~~Junior~~and ~~Note~~to 5modify ~~are~~and ~~essentially~~extend the ~~same~~development asschedule and change the ~~Junior~~research ~~Note~~funding ~~with~~budget ~~the~~to ~~exception~~accommodate ofthe alung ~~revised~~cancer ~~maturity~~product ~~date~~as ofwell ~~August~~as ~~16,~~MRSA/SA ~~2018~~product.

On June 2220, ~~2018~~2016, the Company ~~issued~~entered aninto ~~unsecured~~a ~~convertible~~joint venture ~~note~~arrangement by way of a Subscription and Shareholders’ Agreement (~~the~~“MML ~~"June~~SSA”) ~~2018~~with ~~Note"~~a third party medical detection device developer (“Partner”) inutilizing ~~the~~a ~~principal~~joint ~~amount~~venture ofvehicle, ~~$60~~MIDS Medical Ltd (“MML”),~~000~~ toa UK Limited company of which the ~~Noteholder~~Company owns a 40% interest awarded on July 1, 2016, in exchange for aits ~~loan~~participation ofand ~~$60,000.~~funding ~~The~~to ~~terms~~support MML during a Phase 1 and ~~conditions~~prospectively during a Phase 2 development of the ~~June~~Partner’s 22MIDS universal immunoassay detection technology platform (“MIDS”). MML will have the right, ~~2018~~under ~~Note~~license, ~~are~~to use the ~~same~~MIDS asIntellectual Property (“MIDS IP”) during the development ~~May~~and ~~14,~~the ~~2017~~MIDS ~~Note~~IP ~~with~~will be transferred to MML in the ~~exception~~event ofMML concludes a ~~fixed~~commercial ~~conversion~~deal ~~price~~for ofMIDS $0with a third party.~~30.~~

~~The~~Following ~~terms~~an ~~and~~extensive ~~conditions~~revision ofto ~~certain commitment loans (see Note 6 below),~~ the ~~Option~~MIDS ~~Loans,~~core ~~the~~Hall effect ~~New~~sensor ~~Option~~electronics ~~Loans,~~during ~~and~~ the ~~New~~first ~~Option~~half ~~Loans 2 (collectively the "New Loans") are the same (conversion and floor prices having been adjusted in line with the terms~~ of ~~the commitment loans at the time of the reverse stock split completed on August 4~~2018, ~~2016),~~MML ~~and bear an interest rate of 10% per annum~~reported, ~~based~~in ~~on a 360-day year~~June, ~~and are due four years from the issuance date. The Company may~~2018, atthat ~~any~~testing ~~time~~had ~~prior~~confirmed toand ~~the~~had ~~maturity~~materially ~~date,~~improved upon ~~prepay any unconverted amount of~~ the ~~New~~testing ~~Loans~~results inannounced ~~full or~~ in ~~part.~~late ~~The Noteholder may~~2017, atwith ~~any~~a ~~time~~near ~~prior~~doubling ~~to the maturity date convert any or all~~ of ~~the~~sensitivity ~~New Loans into shares~~ of ~~common~~detection. ~~stock~~MML ofinformed the Company atthat ~~either~~two brands of ~~(a)~~commercially ~~$0.07~~available ~~per~~paramagnetic ~~share~~assay ~~(subject~~beads towere ~~adjustment),~~tested: orGE Sera-Mag™ (b3μm) aand ~~15%~~Thermo ~~discount~~Fisher toScientific ~~the 10~~M-~~day~~270 ~~Volume~~Dynabeads® (2.8 ~~Weighted Average Price per share~~μm), ~~provided~~both ~~that~~of ~~any~~which ~~such~~are ~~conversion~~thought issuitable ~~not~~for at a ~~price~~HS oftroponin ~~less~~assay ~~than~~and ~~$0.035~~have ~~per~~similar ~~share~~paramagnetic ~~(subject to adjustment)~~characteristics. InMML ~~either~~also ~~scenario~~stated that the ~~total~~MIDS ~~number~~level of ~~shares~~detail of ~~common~~both ~~stock~~these ~~issued~~brands onwas ~~conversion~~seen ~~may~~on ~~not~~a ~~cause~~reliable, ~~the~~repeatable ~~total~~basis ~~beneficial~~at ~~ownership~~around ~~held~~50,000 bybeads, ~~the~~with ~~Investor~~good ~~and~~signal ~~its~~linearity (required ~~affiliates,~~for oraccurate ~~the~~assay ~~Noteholder~~quantitation) ~~and~~at ~~its~~higher ~~affiliates to exceed 4~~numbers.~~99%~~ ofThis ~~the~~number ~~outstanding shares~~ of ~~common~~beads ~~stock.~~detected Onat the ~~maturity~~level ~~date~~ of ~~each~~detail ofis, ~~the~~according ~~New~~to ~~Loans~~MML, well within ~~any~~the ~~outstanding~~range ~~amount~~advised ~~shall~~by ~~automatically~~MML’s ~~and~~assay ~~mandatorily~~consultants ~~convert~~as ~~into~~suitable ~~common~~for ~~stock at~~ a ~~price~~HS oftroponin $0assay.~~07 per share (subject to adjustment). The New Loans also contain standard anti-dilution provisions.~~

~~The~~On ~~Company~~August ~~evaluated~~31, 2018, the ~~notes~~Company toand ~~have~~MML ~~beneficial~~entered ~~conversion~~into an ~~features~~agreement with an ~~intrinsic~~investor ~~value~~for ~~exceeding~~ the ~~principal~~funding ~~balances. The intrinsic value is based upon the difference between the market price~~ of ~~the~~MML ~~Company's common stock on the date~~ of ~~issuance~~up ~~and~~to ~~the conversion price of~~ US$~~0.007 and $0.07. The total discount is being amortized through interest expense using the interest method over the term of the notes. For the nine months ended September 30~~1, ~~2018~~200, ~~the Company recorded amortization of debt discount~~ 000 in ~~the~~exchange ~~amount~~for ofup ~~$112,279~~to 10.31% Inequity ~~addition,~~ownership ~~the Company recorded additional beneficial conversion feature related to the 2018 note issuances, mentioned above,~~ in ~~the amount of $18,409~~ MML. ~~During~~The ~~the nine months ended September 30, 2018, the~~ Company’s ~~issued~~ownership ~~5,670,600 common shares for conversion~~ of ~~$39,694~~MML ~~debt~~may atbe ~~$0.007~~diluted ~~per~~based ~~share.~~on ~~The~~the ~~summary~~amount of ~~convertible notes payable activities for~~ the ~~nine~~investor ~~months ended September 30, 2018 is as follows:~~funds.

Balance at December 31, 2017	$	284,450
Principal of notes issued during the nine months ended September 30, 2018		85,000
Add accrued interest reclassified to principal		1,614
Less conversion of note		(39,694	)
Less discount related to beneficial conversion features		(18,409	)
Add amortization of debt discount		112,279
Balance at September 30, 2018	$	425,240

~~F-8~~The Company has been dormant since November, 2018.

~~ZENOSENSE,~~The ~~INC~~Company’s year-end is December 31st.

~~Notes~~On toDecember 9, 2021, the ~~Financial~~Eighth ~~Statements~~Judicial District Court in Clark County, Nevada Case No: A-21-843440-B appointed Custodian Ventures, managed by David Lazar as the Company’s custodian.

~~(Unaudited)~~Plan of Operation

6The Company has no operations from a continuing business other than expenditures related to running the Company as of the date of this Report. ~~Common~~We ~~stock~~are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies.

OnWe ~~July~~anticipate ~~28,~~incurring ~~2014,~~costs ~~the~~in ~~Company~~connection ~~entered~~with ~~into a Securities Purchase Agreement under which the investor committed to purchase an aggregate of 1~~investigating,~~370~~ evaluating,~~000~~ ~~shares~~and ofnegotiating ~~the~~potential ~~Company's~~business ~~common stock~~combinations, ~~par~~filing ~~value~~SEC ~~$0.001 per share~~reports, 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~~consummating ~~instalment~~an ~~was~~acquisition ~~for 337,500 shares at a purchase price~~ of ~~$67,500 per instalment. The shares when issued are pursuant to~~ an ~~exemption~~operating ~~from registration under the federal securities laws~~business. On November 11, 2014, the Company received $67,500 for 337,500 shares of common stock. As of September 30, 2018 and December 31, 2017, the shares in connection with the final investment have not been issued.

OnGiven ~~February~~our ~~13,~~limited ~~2018~~capital resources, ~~the~~we ~~Company~~may ~~issued~~consider a ~~800~~business combination with an entity that has recently commenced operations,~~000~~ ~~shares~~is ofa ~~common~~developing ~~stock~~company or is otherwise in need of additional funds for the ~~conversion~~development of ~~$5,600~~new ofproducts ~~the~~or ~~principal~~services ~~amount~~or ~~due~~expansion ~~under~~into ~~the~~new ~~$53~~markets,~~197~~ ~~May~~or ~~Senior~~is ~~Note~~an established business experiencing financial or operating difficulties and is in need of additional capital. ~~Consequently~~Alternatively, ~~the~~a ~~principal~~business ~~amount~~combination ~~owing~~may oninvolve the ~~$53~~acquisition of,~~197~~ or ~~May~~a ~~Senior~~merger ~~Note~~with, ~~reduced~~an entity that desires access to ~~$5,836~~the ~~plus~~U.S. ~~accrued~~capital ~~interest~~markets.

OnOur ~~April~~management 4,anticipates ~~2018,~~that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company ~~issued~~for ~~833,714~~the ~~common~~indefinite ~~shares~~future ~~for~~because ~~conversion~~it ofwill ~~$5,836~~not ~~principal~~permit ofus ~~$53,197~~to ~~May~~offset ~~Senior~~potential ~~Note~~losses from one venture or operating territory against gains from another. ~~Consequently,~~The ~~the~~risks ~~principal~~we ~~amount~~face ~~owing~~will onlikely be heightened to the ~~$53,197~~extent ~~May~~we ~~Senior~~acquire ~~Note~~a ~~reduced~~business tooperating $0in ~~plus~~a ~~accrued~~single industry ~~interest~~or geographical region.

OnWe ~~May~~anticipate ~~28,~~that ~~2018~~the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, ~~the~~including ~~Company~~unfavorable ~~issued~~conditions 1caused by the coronavirus pandemic,~~348,000~~ ~~common~~rapid ~~shares~~technological ~~for~~advances ~~conversion~~being made in some industries, and shortages of $9available capital,~~436~~ ~~principal~~management believes that there are a number of ~~the~~firms ~~Junior~~seeking ~~Note~~business 4opportunities at this time at discounted rates with which we will compete. ~~Consequently~~We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, ~~the~~all ~~principal~~of which ~~amount~~will ~~owing~~likely onrender the ~~Junior~~task ~~Note~~of 4comparative ~~reduced~~investigation toand ~~$6,053~~analysis ~~plus~~of ~~accrued~~such ~~interest~~business opportunities extremely difficult and complicated.

OnOnce ~~June~~we ~~11,~~have ~~2018,~~developed ~~the~~and ~~Company~~begun ~~issued~~to 1implement our business plan,~~340,000~~ ~~common~~management ~~shares~~intends ~~for~~to ~~conversion~~fund ofour ~~$9,380~~working ~~principal~~capital requirements through a combination of ~~the~~our ~~November~~existing ~~$21,968~~funds ~~Senior~~and ~~Note~~future issuances of debt or equity securities. ~~Consequently,~~Our ~~the~~working ~~principal~~capital ~~amount~~requirements ~~owing~~are onexpected ~~the~~to ~~November~~increase ~~$21,968~~in ~~Senior~~line ~~Note~~with ~~reduced~~the toimplementation ~~$12,588~~of ~~plus~~a ~~accrued~~business plan ~~interest~~and commencement of operations.

OnBased ~~August~~upon ~~13,~~our ~~2018~~current operations, we do not have sufficient working capital to fund our operations over the ~~Company~~next ~~issued~~12 1months. If we are able to close a reverse merger,~~265,994~~ ~~common~~it ~~shares~~is ~~for~~likely ~~conversion~~we will need capital as a condition of ~~$8,861~~closing ~~principal~~that acquisition. Because of the ~~Junior~~uncertainties, ~~Note~~we 5.cannot ~~Consequently,~~be ~~the~~certain ~~principal~~as ~~amount~~to ~~owing~~how onmuch capital we need to raise or the ~~Junior~~type ~~Note~~of 5securities ~~reduced~~we will be required to ~~$424~~issue. ~~plus~~In ~~$157~~connection ~~accrued~~with ~~interest~~a ~~which~~reverse ~~was~~merger, ~~then~~we ~~converted~~will ~~into~~be ~~82,892~~required ~~common~~to ~~shares~~issue a oncontrolling ~~August~~block ~~16,~~of ~~2018,~~our ~~reducing~~securities to the ~~amount~~target’s ~~owing~~shareholders towhich $0will be very dilutive.

~~7. Commitments~~3

~~MML~~Additional ~~Funding~~issuances ~~Arrangement~~of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

~~The~~Our ~~Company's~~prospects ~~funding~~must be considered in light of ~~MML~~the ~~was~~risks, expenses, ~~limited~~and todifficulties anfrequently ~~initial~~encountered ~~committed~~by ~~aggregate~~companies ~~payment~~in their early stage of ~~£450~~development. Such risks for us include but are not limited to,~~500~~ ~~(approximately~~an ~~$650~~evolving and unpredictable business model,~~000~~ atrecognition ~~exchange~~of ~~rates~~revenue ~~prevailing~~sources, atand the ~~time~~management of ~~the~~growth. ~~MML~~To ~~SSA)~~address these ~~for~~risks, ~~Phase~~we 1must, ~~which~~among ~~was~~other ~~subsequently~~things, ~~amended~~develop, ~~from~~implement, ~~the~~and ~~pound~~successfully ~~sterling~~execute ~~amount~~our ~~into~~business aand ~~U.S.~~marketing ~~dollar~~strategy, ~~amount~~respond ofto competitive ~~$650~~developments,~~000~~ and attract, retain, and motivate qualified personnel. There ~~This~~can ~~funding~~be ~~has~~no ~~been~~assurance ~~provided~~that towe ~~MML~~will be successful in ~~full~~addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

~~Sgenia~~Liquidity ~~License~~and ~~Agreement~~Capital Resources

OnWe 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$-0- ~~worldwide~~cash ~~exclusive license to manufacture, market and sell the resulting products, subject to certain limitations and a royalty arrangement~~ on ahand revenue sharing basis for funding the development. The Company entered into amendments (the "Sgenia Amendments") to the License Agreement to modify and extend the Sgenia Products to include a lung cancer product and change the product development schedule and the research funding budget to accommodate the additional lung cancer product as ~~well as the continuation~~ of ~~the~~June ~~development of the MRSA product. Additionally~~30, ~~the~~2021 ~~development stage objectives~~ and will ~~milestones~~be ~~were~~dependent ~~modified~~upon toloans ~~reflect~~from ~~the~~our ~~current~~principal ~~state~~shareholder ofto ~~development~~remain ~~of each of the Sgenia Products~~operational.

~~F-9~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~ZENOSENSE,~~Not ~~INC~~applicable.

~~Notes~~ITEM to4. ~~the~~CONTROLS ~~Financial~~AND ~~Statements~~PROCEDURES

~~(Unaudited)~~Evaluation of Disclosure Controls and Procedures.

AtOur ~~this~~management ~~time, the Company~~ is ~~not~~responsible for ~~funding~~establishing ~~development~~and ~~activities~~maintaining ~~under~~a ~~the~~system ~~License~~of ~~Agreement~~“disclosure ~~with~~controls ~~Sgenia because certain milestones were not achieved by Sgenia~~ and ~~ZENON. If~~procedures” ~~Sgenia~~(as isdefined ~~able~~in toRule re13a-~~commence~~15(e) ~~development~~ and ~~testing,~~15d-15(e) under ~~then~~ the ~~parties~~Exchange toAct) ~~the~~that ~~License~~is ~~Agreement~~designed ~~will have~~ to ~~revise~~ensure ~~the~~that ~~operating~~information ~~budget~~required ~~and then the Company will have~~ to ~~re-commence~~be ~~its~~disclosed ~~funding~~by sous asin ~~to maintain its rights under~~ the ~~License~~reports ~~Agreement. We believe~~ that ~~any~~we ~~future~~file ~~funding~~or ~~will~~submit under bethe ~~provided~~Exchange onAct anis ~~advance~~recorded, ~~basis~~processed, ~~per month~~summarized, ~~based~~and onreported, ~~agreed~~within ~~development~~the ~~stages.~~time Inperiods ~~return,~~specified in the ~~Company~~Commission’s ~~will~~rules and ~~maintain~~forms. ~~the~~Disclosure ~~exclusive~~controls ~~right~~and toprocedures ~~manufacture~~include, ~~formulate,~~without ~~package~~limitation, ~~market~~controls and ~~sell~~procedures ~~the~~designed ~~Sgenia~~to ~~Products~~ensure ~~world-wide,~~that ~~for~~information required ~~a term of years, subject~~ to abe ~~limitation~~disclosed onby ~~the~~an ~~inclusion~~issuer ~~of Spain~~ in the ~~territory.~~reports ~~All~~that ~~intellectual~~it ~~property~~files ~~developed~~or bysubmits ~~Sgenia~~under ~~at any time during~~ the ~~term~~Exchange ~~related~~Act tois ~~manufacturing,~~accumulated ~~formulating~~ and~~/or~~ ~~packaging~~communicated ~~process shall be shared ownership and licensed~~ to the ~~Company~~issuer’s onmanagement, aincluding ~~royalty-free~~its ~~basis.~~principal ~~Sgenia~~executive ~~will~~officer ~~also~~or ~~supply~~officers toand ~~the~~principal ~~Company,~~financial atofficer aor ~~negotiated~~officers, ~~price~~or ~~based~~persons performing onsimilar ~~quantity~~functions, ~~all~~as ofappropriate ~~the~~to ~~requirements~~allow ~~for~~timely ~~the~~decisions ~~integrated~~regarding ~~circuits~~required ~~on microchips that are necessary for the operation of the Sgenia Products~~disclosure. ~~Sgenia~~Management ~~and~~has ~~the~~determined ~~Company~~that ~~will~~our disclosure ~~also~~controls ~~work together to research~~ and ~~develop~~procedures ~~the~~were ~~Sgenia~~not ~~Products~~effective ~~and~~as ~~establish written plans and reviewing committees for the management~~ of ~~the~~June ~~overall~~30, ~~development project and commercialization of the Sgenia Products~~2021.

~~The Company'~~Management’s ~~funding~~Report on ofInternal ~~the~~Control ~~MRSA~~over ~~product~~Financial ~~development was limited to an approved budget joinly determined by Sgenia and the Company~~Reporting. To date, under the License Agreement with Sgenia, the Company advanced $769,787 under the terms of the then approved budgets. Under the current terms of the License Agreement, if development is re-commenced by Sgenia and ZENON, the Company will be required to advance a further amount of approximately EUR 656,000 (approximately $761,039 at September 30, 2018 exchange rates) for research and development subject to a mutually agreed current budget, and subject to Sgenia meeting certain milestones. However, if development is re-commenced, it is expected that the budget will be revised and the funding amounts re-established. The aggregate of the advances paid by the Company are recorded as research and development expenses. The budget may be changed by mutual agreement from time to time.

InOur ~~addition~~management tois ~~providing~~responsible for ~~the~~establishing ~~development~~and ~~funding,~~maintaining ~~the~~adequate ~~Company~~internal ~~will~~control ~~also~~over ~~pay~~financial ~~royalties~~reporting ~~for~~as ~~completed~~defined ~~sales~~in ofRules ~~the~~13a-15(f) ~~Sgenia~~and ~~Products,~~15d-15(f) ~~payable 60 days after each fiscal quarter of~~ under the ~~Company~~Exchange Act. ~~The~~Our ~~royalties~~internal ~~will~~control beover ~~20%~~financial ofreporting ~~net sales, which~~ is ~~calculated~~designed ~~based~~to onprovide ~~gross~~reasonable ~~sales~~assurance ofregarding the ~~device~~reliability of ~~and~~financial ~~the~~reporting ~~installation~~ and ~~training for~~ the ~~Sgenia~~preparation ~~Products,~~of ~~less~~financial ~~various~~statements ~~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~~external ~~use~~purposes in ~~Spain,~~accordance ~~then~~with ~~the~~generally ~~royalties~~accepted ~~on those sales will be reduced~~accounting principles. ~~The~~Our ~~Company~~internal ~~also~~control ~~has~~over ~~the~~financial ~~right~~reporting toincludes ~~sublicense~~those topolicies ~~other parties throughout the world, except in Spain if~~ and ~~when,~~procedures ~~if at all, Sgenia seeks to act as the distributor in~~ that ~~territory.~~:

~~The~~● ~~Company~~pertain ~~has~~to the ~~option~~maintenance toof ~~fund~~records that, in reasonable detail, accurately and fairly reflect the ~~development~~transactions and dispositions of ~~future~~our ~~proposed~~assets; ~~products~~● ~~based~~provide onreasonable ~~the~~assurance ~~Sgenia~~that ~~intellectual~~transactions ~~property~~are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and ifthat ~~funded,~~our ~~the~~receipts ~~Company~~and ~~will~~expenditures ~~obtain~~are ~~the~~being ~~right~~made toonly ~~manufacture,~~in ~~market~~accordance with authorizations of our management and ~~sell~~directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the ~~resulting~~financial ~~devices~~statements.

8Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. ~~Related~~Also, ~~party~~projections ~~transactions~~of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

On December 5, 2013, the Company entered into a one-year service agreement with Mr. Carlos Jose Gil, through his consulting firm, Ksego Engineering S.L., under which the Company will obtain his services as the Chief Executive Officer of the Company. Mr. Gil will receive a base salary and additional compensation equal to 10% of the net sales generated from the License Agreement. On August 12, 2016, the Company amended Mr. Carlos Jose Gil's service agreement to include additional compensation, if any, to be equal to 10% of the revenue received by Zenosense, Inc. from MML as a result of any future commercialization of the MIDS project.4

~~During~~Our management assessed the effectiveness ~~nine~~of ~~months~~our ~~ended~~internal ~~September~~control ~~30,~~over ~~2018,~~financial reporting based on the ~~Company~~parameters ~~recorded~~set ~~$49,600~~forth above and has concluded that as of ~~general~~June 30, ~~and~~2021, ~~administrative~~our ~~expenses~~internal ~~related~~control toover ~~amounts~~financial ~~paid/owed~~reporting was not effective to ~~Ksego~~provide ~~Engineering~~reasonable ~~S.L.~~assurance ~~for~~regarding ~~services~~the ~~rendered~~reliability byof financial ~~Mr.~~reporting ~~Gil.~~and Asthe preparation of ~~September~~financial ~~30,~~statements ~~2018,~~for ~~the~~external ~~Company~~purposes ~~owes~~in ~~Mr.~~accordance ~~Gil~~with ~~$108,496~~U. NoS. ~~additional~~generally ~~compensation~~accepted ~~based~~accounting principles onas ~~net~~a ~~sales~~result ~~has~~of ~~been~~the ~~earned~~following tomaterial ~~date.~~weaknesses:

9● The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources. ~~Subsequent~~● ~~events~~The Company does not have an independent board of directors or an audit committee. ● The Company does not have written documentation of our internal control policies and procedures. ● All of the Company’s financial reporting is carried out by a financial consultant.

OnWe ~~November~~plan 5,to ~~2018,~~rectify ~~the~~these weaknesses ~~Company~~by ~~entered~~implementing ~~into~~ an ~~amendment~~independent toboard ~~the~~of ~~Junior~~directors, ~~Note~~establishing 4written ~~with~~policies ~~the~~and ~~holder~~procedures ~~thereof,~~for toour ~~extend~~internal ~~the~~control ~~repayment~~of financial ~~period~~reporting, ~~until~~and ~~May~~hiring ~~16,~~additional ~~2019. In~~accounting ~~all~~personnel ~~other~~at ~~respects~~such ~~the~~time ~~terms~~as ofwe ~~the~~complete ~~note~~a ~~has~~reverse ~~remained~~merger ~~unchanged~~or similar business acquisition.

Under a Subscription and Shareholder's Agreement dated August 31, 2018, MML was due to receive a Tranche 1 funding of $300,000.00 from a third party funder ("Funder") by October 31, 2018. To date, $150,000.00 has been sent to MML converted to and received in GBP £112,859.51. A Tranche 1 balance of $150,000.00 remains unpaid to MML. On November 12, 2018, MML, gave the Funder notice that MML would extend a continued opportunity to the Funder to fund Tranche 1. MML extended this offer on the condition that the Funder may be given notice of formal default should MML obtain alternative funding prior to the balance of Tranche 1 being paid and accepted by MML in its sole discretion. In the event that the Funder does not provide the balance of Tranche 1, it will not receive any of the 2.91% equity in MML due to be purchased by the full payment of Tranche 1. The Company and its Partner in MML are actively seeking alternative funding for MML.5

~~F-10~~PART II. OTHER INFORMATION

ITEM 21. ~~MANAGEMENT'S~~ ~~DISCUSSION~~LEGAL ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~PROCEEDINGS

~~Forward-Looking~~We ~~Statements~~are not currently involved in any legal proceedings and we are not aware of any pending or threatened legal actions against the Company.

~~This~~ITEM ~~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~~1A. ~~Forward-looking~~RISK 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.FACTORS

AsNot ~~used in this quarterly report, the terms "we," "us," "our," "our company" and "Zenosense" mean Zenosense, Inc~~applicable.~~, unless otherwise indicated. We have no subsidiaries and have a 40% equity interest in MIDS Medical Ltd ("MML").~~

~~General~~ITEM ~~Overview~~2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Zenosense,~~Not ~~Inc~~applicable. 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~~ITEM ~~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~~3. On ~~May~~DEFAULTS ~~15,~~UPON ~~2013,~~SENIOR 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.SECURITIES

~~In the summer of 2013, we started to look for new business opportunities~~None. 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.

InITEM 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 technology4. OnMINE ~~June~~SAFETY 20, 2016, we entered into a joint venture by way of a Subscription and Shareholders' Agreement ("MML SSA") with a third party medical detection device developer ("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 ("MIDS). MML will have the right, under license, to use the MIDS intellectual property during the development and the MIDS intellectual property will be transferred to MML in the event MML concludes a commercial deal for MIDS with a third party.DISCLOSURES

~~Following~~Not an extensive revision to the MIDS core Hall effect sensor electronics during the first half of 2018, MML reported, in June, 2018, that testing had confirmed and had materially improved upon the testing results announced in late 2017, with a near doubling of sensitivity of detectionapplicable. MML informed the Company that two brands of commercially available paramagnetic assay beads were tested: GE Sera-Mag™ (3μm) and Thermo Fisher Scientific M-270 Dynabeads® (2.8 μm), both of which are thought suitable for a HS troponin assay and have similar paramagnetic characteristics. MML also stated that the MIDS level of detail of both these brands was seen on a reliab le, repeatable basis at around 50,000 beads, with good signal linearity (required for accurate assay quantitation) at higher numbers. This number of beads detected at the level of detail is, according to MML, well within the range advised by MML's assay consultants as suitable for a HS troponin assay.

ToITEM ~~fund~~5. ~~our~~OTHER 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 CompanyINFOR.MATION

4None.

~~Plan of Operations~~6

~~Our~~ITEM business plan focus at this time is to develop devices to be used at the point-of-care ("POC") in hospitals and other medical care centers to detect Acute Myocardial Infarction, MRSA/SA and the signs of lung cancer, and where necessary, to fund the medical trials of those medical devices6. Up to June 20, 2016, our principal activity was funding the development of the Sgenia Products. Because the development activities of the Sgenia Products has slowed, and certain milestones were not achieved, one of which is the start of hospital testing, we have not been providing additional funding for the development of the Sgenia Products as provided in the License Agreement. Additionally, because of the development status, we have not been successful in obtaining third-party funding of us for the directed development of the Sgenia Products.EXHIBITS

As a result of the our participation in MML, our primary focus since June 2016 has been 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. Utilizing a magnetic nanoparticle detection technology ("MIDS"), the intention is to deliver a test platform that can produce laboratory accuracy standard results or better in a handheld device in less than eight minutes. The technology platform is already protected by two patent grants and several patent applications now in the national phase in key geographic areas. We believe that the initial cardiac device, if successful, would target a global market for cardiac biomarker testing predicted to reach $7.2 billion by 2018. We further believe that the test platform is also expected be applicable to a multiplicity of immunoassay tests representing a potential overall market opportunity estimated to be worth $23.7 billion per annum worldwide by 2019.

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The MML SSA, as amended on September 28, 2016, December 6, 2017 and January 31, 2017 (the "Amendments") provides for a series of payments ("Phase 1 Payments") in an aggregate amount of $650,000, which was paid in full, and 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 $63,000) to be paid by us within 20 days of receiving a written notice from MML.7

The Amendments primarily reflected changes in the timings of funds required under the development budget which included a change to the original plan to allow MML to explore a potential enhancement to the MIDS nanoparticle detection method and the exploration of the potential development of a "Magnetic Bridge" detection technique based on the MIDS technology. As of the date of this report the Company has not received a request for the Contingency.SIGNATURES

~~The~~In ~~MML~~accordance ~~SSA~~with ~~contains~~the ~~various~~requirements ~~provisions~~of tothe ~~govern~~Securities Exchange ~~our~~Act ~~funding~~of ~~obligations: if no Contingency is drawn during Phase 1~~1934, the ~~Partner~~registrant ~~will~~caused bethis ~~awarded~~report ~~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~~signed aon ~~15%~~its ~~Override~~behalf ~~decreased~~ by ~~0.5%~~the ~~for each £7~~undersigned,~~500~~ ~~tranche~~thereunto ofduly ~~Contingency drawn down during Phase 1~~authorized. ~~Any Override will convert on a ratio of 1% Override to 1% of ordinary shares in the event of a sale of MML.~~

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 for MML development work. MML may decide to proceed with the development of its own assay using a third party assay developer which would materially increase this cost to an amount which is unknown at this time. MML may independently obtain funding for Phase 2 at MML's option, or invite the Company to fund.

	Zenosense Inc.

Dated: March 16, 2022	By:	/s/ David Lazar
		David Lazar
		Chief Executive Officer
		(Principal Executive Officer)

At no time prior to a sale will the Company's ownership interest in MML's shares be less than 30%. 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. Our Chief Executive Officer, Carlos Gil, is a director of MML.8

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

At September 30, 2018, we had a working capital deficit of $738,955. 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.

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 month period following funding in connection with the development of our Products, principally being those based on the MIDS technology: (1) we may choose to fund MML to continue its MIDS development if alternate third party funding of MML's requirements cannot be obtained on acceptable terms, (2) we will have to fund the future development expenses of Sgenia in the approximate amount of €683,000, (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, 2018 and December 31, 2017, our total assets were $412,627 and $480,694, respectively, and our total current liabilities were $755,683 and $534,265, respectively. As of September 30, 2018, we had a working capital deficit of $738,955. Our financial statements report a net loss of $356,803 and $437,765 for the nine months ended September 30, 2018 and 2017, 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.

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

On March 14, 2018, we issued an unsecured convertible note in the principal amount of $25,000, to the Noteholder in exchange for a loan of $25,000. The terms and conditions of the March 14, 2018 Note are the same as the May 14, 2017 Note with the exception of a fixed conversion price of $0.45.

On June 22, 2018, the Company issued an unsecured convertible note (the "June 2018 Note") in the principal amount of $60,000, to the Noteholder in exchange for a loan of $60,000. The terms and conditions of the June 2018 Note are the same as the May 14, 2017 Note with the exception of a fixed conversion price of $0.30.

Net cash provided by (used in) operating, investing, and financing activities for the periods presented were as follows:

Cash Flows	Nine Months Ended September 30, 2018			Nine Months Ended September 30, 2017
Net cash used in operating activities	$	(106,095	)	$	(91,199	)
Net cash used in investing activities	$	-		$	(357,500	)
Net cash provided by financing activities	$	85,000		$	470,000
Cash increase (decrease) during the period	$	(21,095	)	$	21,301

We had cash of $7,728 as of September 30, 2018. We had a working capital deficit of $738,955 as of September 30, 2018, compared to working capital deficit of $505,442 as of December 31, 2017.

We used cash in operations of $106,095 and $91,199 during the nine months ended September 30, 2018 and 2017, respectively, principally for our corporate obligations and costs associated with our SEC reporting.

For the nine months ended September 30, 2018 and 2017, we used cash in investing activities of $0 and $357,500, respectively, due to the joint venture agreement with MIDS Medical Ltd.

During the nine months ended September 30, 2018 and 2017, we received cash proceeds from loans in the amount of $85,000 and $470,000, respectively.

Results of Operations

The following discussion of the results of operations and changes in our financial position should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2017, which are included in our Form 10-K filed on April 17, 2018.

Three Months Ended September 30, 2018 and 2017

Operating Expenses

Our operating expenses for the three months ended September 30, 2018 and 2017 are outlined in the table below:

	Three Months Ended
	September 30,
	2018		2017
General and administrative expenses	$	35,155	$	36,429

General and administrative expenses have decreased as a result of decreased consulting services and legal fees.

Other Expenses

For the three months ended September 30, 2018, interest expense was $56,388 compared to interest expense of $65,724 in the three months ended September 30, 2017. Decrease is due to less interest expense as some notes were fully converted to common stock during the current period.

During the three months ended September 30, 2018 and 2017, loss in equity investment was $19,247 and $42,148, respectively.

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

Nine Months Ended September 30, 2018 and 2017

Operating Expenses

Our operating expenses for the nine months ended September 30, 2018 and 2017 are outlined in the table below:

	Nine Months Ended
	September 30
	2018		2017
General and administrative expenses	$	116,543	$	126,269

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

Other Expenses

For the nine months ended September 30, 2018, interest expense was $175,073 compared to interest expense of $190.211 in the nine months ended September 30, 2017. The decrease is related to interest expense due to some notes were fully converted during the current period.

During the nine months ended September 30, 2018 and 2017, loss in equity investment was $65,187 and $121,285 respectively. The decrease in the loss is related to a decrease in MML's general and administrative expenses.

Limited Operating History: Need for Additional Capital

Based on our current operating plan, we will not generate revenue that is sufficient to cover our expenses for at least the next twelve months. In addition, we do not have sufficient cash and cash equivalents to execute our operations for at least the next twelve months. We will need to obtain additional financing to operate our business for the next twelve months. We 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.

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, 2018, 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, 2018, 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, 2018, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

None.

ITEM 1A RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company's annual report on Form 10-K, which was filed with the Securities and Exchange Commission on April 17, 2018. 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

On August 31, 2018, MIDS Medical Ltd ("MML"), a UK Limited company under which the Company owns a 40% equity interest, entered into a Subscription and Shareholders' Agreement ("Agreement") with an investor ("Investor") for funding, in tranches, of up to US$1,200,000 in exchange for the issuance of common shares representing up to 10.31% equity ownership in MML. The proceeds of the subscription will be used for general MML company purposes associated with a next phase development of MML's licensed MIDS technology.

The Agreement provides for a series of payments in tranches to be sent in Pounds Sterling to MML, converted at the prevailing rate on the date of sending ("Tranche Payments"). The Investor will receive 6 common shares of MML, equating to a 2.91% ownership of MML in return for (a) US$47,000 due on signature of the Agreement; and (b) on or before September 30, 2018, a payment of US$103,000; and (c) on or before October 31, 2018, a payment of US$150,000. The Investor will then have the right (subject to a certain MML right set out below) to make a second Tranche Payment by November 30, 2018 in an amount of US$300,000 in exchange for the issuance of an additional 6 common shares, resulting an aggregate ownership of 5.66% of MML. Subject to the Investor subscribing for the second Tranche Payment, the Investor will have the right to make a third Tranche Payment by February 28, 2019, in an amount of US$375,000 in exchange for the issuance of an additional 7 common shares, resulting an aggregate ownership of 8.68% of MML. Subject to the Investor subscribing for the third Tranche Payment, the Investor will have the right to make a fourth Tranche Payment by May 31, 2019, in an amount of US$225,000 in exchange for the issuance of an additional 4 common shares, the four Tranches in total equating to an aggregate ownership of 10.31% of MML.

At any time after the first Tranche Payment, if MML is offered better terms by another party for any unsubscribed equity, MML will notify the Investor no less than 14 days prior to the next respective Tranche Payment, and provide the Investor the opportunity to invest on such terms. The Investor will have three business days to either accept or decline to invest on the revised terms. In the event the Investor declines, MML can immediately terminate any Investor right to further investment due under the Agreement.

The Agreement also provides for a contingency payment (the "Contingency") to be available after May 31, 2019 subject to the Investor having funded the full aggregate amount of US$1,200,000; in the event that the difference between the total investment of US$1,200,000 converted into Pounds Sterling (£) at a rate of $1.31 to £1, and US$1,200,000.00 converted into £ at the actual rates of conversion is greater than £60,000.00, MML may require and the Investor will subscribe for additional Investor shares at a cost per share equal to the price of US$56,250.00 per share (same price as the price the Investor paid in the fourth Tranche Payment) share(s) being issued to the nearest rounded down share number of 1 or above, with no fractional share entitlement.

The Agreement also provides that at no time prior to a sale of MML will the Company's ownership interest in MML's shares be less than 30%. Unless as modified by the Agreement as summarised above the Company maintains the rights as set out in the Subscription and Shareholders Agreement entered into on June 20, 2016 (the "Original Agreement") which includes control rights over MML such as representation on the board of directors, rights over the appointment and employment of senior management persons, indebtedness, major transactions, budget approval rights, accounting practices, general operational management supervisory rights.

As of the date of this report, MML was due to receive a Tranche 1 funding of $150,000.00 from Investor. Previously, $150,000.00 has been sent to MML converted to and received in GBP £112,859.51. A Tranche 1 balance of $150,000.00 remains unpaid to MML. On November 12, 2018, MML gave Investor a notice that MML would extend a continued opportunity to Investor to fund Tranche 1. MML extended this offer on the condition that Investor may be given notice of formal default should MML obtain alternative funding prior to the balance of Tranche 1 being paid and accepted by MML in its sole discretion. In the event that Investor does not provide the balance of Tranche 1, it will not receive any of the 2.91% equity in MML due to be purchased by the full payment of Tranche 1. The Company and its partner in MML are actively seeking alternative funding for MML.

ITEM 6 EXHIBITS

The following documents are included herein:

Exhibit No.	Document Description
10.1	Form of Subscription and Shareholder's Agreement, dated August 31, 2018.	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, 2018	By:	/s/ Carlos Jose Gil
	Name:	Carlos Jose Gil
	Title:	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

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