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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kraig Biocraft Laboratories Inc (QB) | USOTC:KBLB | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.003 | 3.33% | 0.093 | 0.0867 | 0.094 | 0.0943 | 0.089 | 0.09 | 409,896 | 21:15:35 |
Filed Pursuant to Rule 424(B)(3)
File No. 333-189343
PROSPECTUS
KRAIG BIOCRAFT LABORATORIES, INC.
73,853,414 shares of Class A Common Stock
This prospectus relates to the resale of up to 73,853,414 shares of the common stock of Kraig Biocraft Laboratories, Inc., a Wyoming corporation, which shares will be offered and sold by the selling shareholder, Calm Seas Capital, LLC, a Nevada limited liability company (“Calm Seas”), pursuant to (i) a “put right” under a letter agreement for an Equity Line Financing, that we entered into with Calm Seas on June 28, 2011 (the “2011 Letter Agreement”), and (ii) a “put right” under a letter agreement for an Equity line financing, that we entered into with Calm Seas on April 30, 2013 (the “2013 Letter Agreement” and together with the 2011 Letter Agreement, the “Letter Agreements”). The 2001 Letter Agreement originally permitted us to “put” up to an aggregate of $1,500,000 in shares of our Class A common stock to Calm Seas during a two year period ending on the second anniversary of the effective date of the registration statement covering the resale of the put shares which will occur on August 12, 2013. As of the date of this prospectus, we have put to Calm Seas an aggregate of $565,000 under the 2011 Letter Agreement resulting in issuance to Calm Seas of 11,315,170 shares under the 2011 Letter Agreement. As a result, the 2011 Letter Agreement currently permits us to put to Calm Seas up to $935,000 in shares of our Class A common stock. The 2013 Letter Agreement permits us to “put” up to an aggregate of $2,500,000 in shares of our Class A common stock to Calm Seas during a two year period ending on the second anniversary of the effective date of the registration statement in which this prospectus is contained. We will not receive any proceeds from the sale of these shares of our Class A common stock. However, we will receive proceeds from the sale of securities pursuant to our exercise of the put right offered by Calm Seas under the Letter Agreements. We will bear all costs associated with this registration.
Calm Seas is an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the resale of our Class A common stock sold to it by our exercise of the put right under the Letter Agreements. Each month we may put up to (i) $100,000 of our Class A common stock under the 2011 Letter Agreement, and (ii) $100,000 of our Class A common stock under the 2013 Letter Agreement to Calm Seas, which will purchase such shares at a price per share equal to 80% of the lowest closing bid price of our Class A common stock during the five consecutive trading days immediately following the date the notice of our election to put shares pursuant to the Letter Agreements is delivered to Calm Seas (the date of delivery of such notice is referred to as the “put date”). Notwithstanding the aggregate $200,000 ceiling for monthly puts under the Letter Agreements, if both we and Calm Seas agree, we may submit one or more additional puts during any given month to the extent we need additional capital for our operations and/or our product development. We can only submit such additional put(s) if Calm Seas Capital agrees to it. Furthermore, the additional put is subject to the aggregate $3,435,000 limitation of this offering. The additional put allows us to obtain additional capital in the event that our product development proceeds quicker than we expect.
We will automatically withdraw our put notice to Calm Seas if the lowest closing bid price used to determine the purchase price of the put shares is not at least equal to seventy-five percent (75%) of the average closing “bid” price for our Class A common stock for the ten (10) trading days prior to the put date.
Our shares of Class A common stock are traded on the Over-the-Counter Markets (the “OTCQB”) under the symbol “KBLB.PK.” On June 12, 2013, the closing sale price of our common stock was $0.08 per share.
This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See "Risk Factors" beginning on page 5.
Our principal executive offices are located at 120 N. Washington Square, Suite 805, Lansing, Michigan 48933. Our telephone number is (517) 336-0807.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 25, 2013
|
PAGE
|
||||
1 | ||||
4 | ||||
5 | ||||
15 | ||||
15 | ||||
18 | ||||
19 | ||||
20 | ||||
21 | ||||
Description of Property
|
||||
25 | ||||
26 | ||||
26 | ||||
F-1 | ||||
27 | ||||
30 | ||||
30 | ||||
31 | ||||
33 | ||||
33 | ||||
34 |
●
|
Calm Seas having purchased an aggregate of $935,000 of our Class A common stock; or
|
●
|
August 12, 2013.
|
●
|
Calm Seas has purchased an aggregate of $2,500,000 of our Class A common stock; or
|
●
|
The second anniversary of the effective date of the registration statement covering the equity line financing with Calm Seas under the 2013 Letter Agreement.
|
Class A common stock offered:
|
Up to 73,853,414 shares of Class A common stock, no par value, to be offered for resale by Calm Seas.
|
|
Class A common stock outstanding before this offering:
|
606,022,713 shares
|
|
Common stock to be outstanding after this offering:
|
679,876,127 shares
|
|
Use of proceeds:
|
We will not receive any proceeds from the sale of the shares of Class A common stock. However, we will receive proceeds from the Equity Line Financing. See “Use of Proceeds”.
|
|
Risk factors:
|
An investment in our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus.
|
|
OTC Markets symbol:
|
“KBLB.PK”
|
For the Three Months Ended March 31, 2013
|
For the Year
Ended
December 31, 2012
|
For the Year
Ended
December 31, 2011
|
From Inception
through
March 31, 2013
|
|||||||||||||
(Unaudited)
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|||||||||||||
Revenue
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
Total Operating Expenses
|
$ | 258,683 | $ | 1,160,406 | $ | 1,297,410 | $ | 5,885,813 | ||||||||
Loss from Operations
|
$ | (258,683 | ) | $ | (1,160,406 | ) | (1,297,410 | ) | $ | (5,885,813 | ) | |||||
Net loss
|
$ | (275,261 | ) | $ | (1,202,921 | ) | $ | (1,295,310 | ) | $ | (8,712,931 | ) | ||||
Loss Per Share – Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
As of March 31, 2013
|
As of
December 31, 2012
|
As of
December 31,
2011
|
||||||||||
BALANCE SHEET DATA:
|
(Unaudited)
|
(Audited)
|
(Audited)
|
|||||||||
Cash
|
$
|
134,602
|
$
|
53,782
|
$
|
195,409
|
||||||
Total assets
|
$
|
160,456
|
$
|
78,752
|
$
|
223,500
|
||||||
Total liabilities – related party
|
$
|
1,099,825
|
$
|
870,187
|
$
|
631,211
|
||||||
Total Current Liabilities
|
$
|
1,462,182
|
$
|
1,203,790
|
$
|
1,116,539
|
||||||
Total Liability
|
$
|
1,470,133
|
$
|
1,213,168
|
$
|
1,129,995
|
||||||
Stockholders’ Deficit
|
$
|
(1,309,677
|
)
|
$
|
(1,134,416
|
)
|
$
|
(906,495
|
)
|
●
|
We do not have a system in place to ensure all of our consulting agreements are timely reconciled to the financial statements.
|
●
|
We failed to properly account for the embedded derivative liability associated with the CEO’s employment agreement in our quarterly and annual reports.
|
1.
|
We will continue to educate our management personnel to comply with the disclosure requirements of Securities Exchange Act of 1934 and Regulation S-K;
|
|
2.
|
We will increase management oversight of accounting and reporting functions in the future; and
|
|
3.
|
We will hire personnel to handle our accounting and reporting functions.
|
●
|
disputes with respect to payments that we believe are due under a collaboration agreement;
|
●
|
disagreements with respect to ownership of intellectual property rights;
|
●
|
unwillingness on the part of a collaborator to keep us informed regarding the progress of its development and commercialization activities, or to permit public disclosure of these activities;
|
●
|
delay of a collaborator’s development or commercialization efforts with respect to our product development; or
|
●
|
termination or non-renewal of the collaboration.
|
●
|
raise sufficient additional capital in the public and/or private markets to continue the development of the transgenic silkworm, demonstrate the ability to produce commercial volumes of recombinant silk fibers or product effective polymer fibers using such recombinant silk fibers;
|
●
|
develop and manufacture specialty fibers achieve market acceptance;
|
●
|
develop and maintain relationships with key vendors that will be necessary to optimize the market value of the fibers we develop;
|
●
|
maintain relationships with strategic partners that will be necessary to manufacture the fibers we develop or develop relationships with potential strategic partners which may license or distribute fiber products that we develop;
|
●
|
respond effectively to competitive pressures; or
|
●
|
recruit and build a management team to accomplish our business plan.
|
●
|
the issuance of new equity securities pursuant to a future offering;
|
●
|
competitive developments;
|
●
|
variations in quarterly operating results;
|
●
|
change in financial estimates by securities analysts;
|
●
|
the depth and liquidity of the market for our Class A common stock;
|
●
|
investor perceptions of our company and the technologies industries generally; and
|
●
|
general economic and other national conditions.
|
Beneficial Ownership of Class A Common Shares
Prior to this Offering
|
Number of Shares
to be Sold
|
Beneficial Ownership of Class A Common Shares after this Offering
|
||||||||||||||||||
Selling Shareholder
|
Number of Shares
|
Percent of Class (3)
|
Under this Prospectus (1)
|
Number of Shares (2)
|
Percent of Class (3)
|
|||||||||||||||
Calm Seas Capital, Ltd. (4)
377 S. Nevada St.
Carson City, NV 89703
|
73,853,414
|
10.9
|
%
|
73,853,414
|
0
|
0
|
%
|
|||||||||||||
Total
|
73,853,414
|
10.9
|
%
|
73,853,414
|
0
|
0
|
%
|
(1)
|
The number of shares set forth in the table includes an estimate of the number of common shares to be offered by the selling shareholder. We have assumed that all of the shares of common offered under this prospectus will be sold. However, as the selling shareholder can offer all, some or none of its shares of common stock, no definitive estimate can be given as to the number of shares that the selling shareholder will offer or sell under this prospectus.
|
(2)
|
Assumes the sale of all shares offered by the selling shareholder
|
(3)
|
Based on 679,876,127 shares of Class A common stock outstanding after the completion of the offering.
|
(4)
|
Calm Seas Capital, LLC is a Nevada limited liability company. Michael McCarthy is the managing member of Calm Seas with voting and investment power over the shares.
|
●
|
On the OTCQB or any other national common stock exchange or automated quotation system on which our Class A common stock is traded, which may involve transactions solely between a broker-dealer and its customers which are not traded across an open market and block trades.
|
●
|
Through one or more dealers or agents (which may include one or more underwriters), including, but not limited to:
|
□ Block trades in which the broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.
|
□ Purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.
|
●
|
Ordinary brokerage transactions.
|
●
|
Directly to one or more purchasers.
|
●
|
A combination of these methods.
|
-
|
a new Article 9 to read as follows: “Article 9. Any public notice or notice to the shareholders, including notice of meetings of the shareholders and notices which are permitted or required by law to shareholders, may be made by publication on the Company’s website, or by other electronic means, to the extent that such means of publication are allowed by applicable law.”
|
-
|
a new Article 10 to read as follows: “Article 10. Any action permitted to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.”
|
-
|
a new Article 11 to read as follows: “Article 11. The Board of Directors is expressly authorized at any time, and from time to time, to (x) classify any unissued shares in one or more classes or in one or more series within a class, (y) reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes, or (z) reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class; with such voting powers and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation, or any amendment thereto.
|
●
|
Medical textiles;
|
●
|
Geotextiles;
|
●
|
Textiles used in Defense and Military;
|
●
|
Safe and Protective Clothing;
|
●
|
Filtration Textiles;
|
●
|
Textiles used in Transportation;
|
●
|
Textiles used in Buildings;
|
●
|
Composites with Textile Structure;
|
●
|
Functional and Sportive Textiles.
|
Material
Toughness
1
|
Tensile
Strength
2
|
Weight
3
|
||||||||||
Dragline spider silk
|
120,000-160,000
|
1,100-2,900
|
1.18-1.36
|
|||||||||
Steel
|
2,000-6,000
|
300-2,000
|
7.84
|
Low Price
|
High Price
|
|||||||
2012
|
||||||||
Fourth Quarter 2012
|
$
|
0.036
|
$
|
0.043
|
||||
Third Quarter 2012
|
$
|
0.034
|
$
|
0.058
|
||||
Second Quarter 2012
|
$
|
0.0524
|
$
|
0.075
|
||||
First Quarter 2012
|
$
|
0.075
|
$
|
0.098
|
||||
2011
|
||||||||
Fourth Quarter 2011
|
$
|
0.073
|
$
|
0.112
|
||||
Third Quarter 2011
|
$
|
0.082
|
$
|
0.14
|
||||
Second Quarter 2011
|
$
|
0.0651
|
$
|
0.208
|
||||
First Quarter 2011
|
$
|
0.065
|
$
|
0.097
|
PAGE
|
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 |
F-25 | ||||
F-26 | ||||
F-27 | ||||
F-28 | ||||
F-29 | ||||
F-30 | ||||
F-31 |
Kraig Biocraft Laboratories, Inc.
|
|||||||||
(A Development Stage Company)
|
|||||||||
(A Development Stage Company)
|
Condensed Statements of Operations
|
(Unaudited)
|
For the Three Months Ended
|
For the Period from April 25, 2006
(Inception) to |
|||||||||||
March 31, 2013
|
March 31, 2012
|
March 31, 2013
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Operating Expenses
|
||||||||||||
General and Administrative
|
27,544 | 60,830 | 1,967,043 | |||||||||
Public Relations
|
- | - | 219,890 | |||||||||
Amortization of Debt Discount
|
- | - | 120,000 | |||||||||
Professional Fees
|
16,867 | 21,597 | 351,942 | |||||||||
Officer's Salary
|
58,989 | 55,650 | 1,662,503 | |||||||||
Contract Settlement
|
- | - | 107,143 | |||||||||
Research and Development
|
155,283 | - | 1,457,292 | |||||||||
Total Operating Expenses
|
258,683 | 138,077 | 5,885,813 | |||||||||
Loss from Operations
|
(258,683 | ) | (138,077 | ) | (5,885,813 | ) | ||||||
Other Income/(Expenses)
|
||||||||||||
Other income
|
- | - | 7,881 | |||||||||
Interest income
|
47 | 45 | 239 | |||||||||
Change in fair value of embedded derivative liability
|
- | - | (2,790,185 | ) | ||||||||
Change in fair value of embedded derivative liability-related party
|
- | - | 119,485 | |||||||||
Interest expense
|
(16,625 | ) | - | (164,538 | ) | |||||||
Total Other Income/(Expenses)
|
(16,578 | ) | 45 | (2,827,118 | ) | |||||||
Net (Income) Loss before Provision for Income Taxes
|
(275,261 | ) | (138,032 | ) | (8,712,931 | ) | ||||||
Provision for Income Taxes
|
- | - | - | |||||||||
Net Income (Loss)
|
$ | (275,261 | ) | $ | (138,032 | ) | $ | (8,712,931 | ) | |||
Net Income (Loss) Per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding
during the period - Basic and Diluted
|
603,980,849 | 587,939,504 |
(A Development Stage Company)
|
Condensed Statement of Changes in Stockholders Deficit
|
For the period from April 25, 2006 (inception) to March 31, 2013
|
(Unaudited)
|
(A Development Stage Company)
|
Condensed Statements of Cash Flows
|
(Unaudited) |
For the Three Months Ended March 31,
|
For the Period from April 25, 2006
(Inception) to
March 31,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net Loss
|
$ | (275,261 | ) | $ | (138,032 | ) | $ | (8,712,931 | ) | |||
Adjustments to reconcile net loss to net cash used in operations
|
||||||||||||
Depreciation expense
|
1,377 | 1,388 | 12,783 | |||||||||
Stock issuable for services
|
- | - | 22,000 | |||||||||
Change in Fair Value of Derivative Liability
|
- | - | 2,790,703 | |||||||||
Stock issued for services
|
- | - | 1,458,180 | |||||||||
Warrants issued to employees
|
- | - | 126,435 | |||||||||
Warrants issued to consultants
|
- | - | 168,000 | |||||||||
Deferred compensation realized
|
- | - | 200,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
(Increase)Decrease in prepaid expenses
|
(2,215 | ) | - | (4,485 | ) | |||||||
Increase in accrued expenses and other payables - related party
|
79,634 | 95,069 | 1,449,233 | |||||||||
Increase in accounts payable
|
28,014 | 24,340 | 357,238 | |||||||||
Net Cash Used In Operating Activities
|
(168,451 | ) | (17,235 | ) | (2,132,844 | ) | ||||||
Cash Flows From Investing Activities:
|
||||||||||||
Loan receivable
|
- | - | (6,000 | ) | ||||||||
Interest receivable
|
(46 | ) | (45 | ) | (238 | ) | ||||||
Purchase of Fixed Assets and Domain Name
|
- | - | (27,914 | ) | ||||||||
Net Cash Used In Investing Activities
|
(46 | ) | (45 | ) | (34,152 | ) | ||||||
Cash Flows From Financing Activities:
|
||||||||||||
Proceeds from Notes Payable - Stockholder
|
150,000 | - | 150,000 | |||||||||
Proceeds from issuance of convertible note
|
- | - | 120,000 | |||||||||
Loan payable
|
(683 | ) | (934 | ) | 8,071 | |||||||
Proceeds from issuance of common stock
|
100,000 | 100,000 | 2,023,527 | |||||||||
Net Cash Provided by Financing Activities
|
249,317 | 99,066 | 2,301,598 | |||||||||
Net Increase (Decrease) in Cash
|
80,820 | 81,786 | 134,602 | |||||||||
Cash at Beginning of Period
|
53,782 | 195,409 | - | |||||||||
Cash at End of Period
|
$ | 134,602 | $ | 277,195 | $ | 134,602 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid for taxes
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||||||
Shares issued in connection with cashless warrants exercise
|
$ | - | $ | 2,569,838 | $ | 2,569,838 | ||||||
Shares issued in connection with convertible note payable
|
$ | - | $ | - | $ | 115,000 | ||||||
Beneficial conversion feature on convertible notes and related debt discount
|
$ | - | $ | - | $ | 120,000 |
NOTE 1
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
|
NOTE 2
|
GOING CONCERN
|
NOTE 3
|
EQUIPMENT
|
As of
March 31,
2013
|
As of
December 31,
2012
|
|
||||||
|
|
|
|
|
||||
Automobile
|
|
$
|
25,828
|
|
|
$
|
25,828
|
|
Office Equipment
|
|
|
2,086
|
|
|
|
2,086
|
|
Less Accumulated Depreciation
|
|
|
(12,783
|
)
|
|
|
(5,823
|
)
|
|
|
|
|
|
|
|
|
|
Total Property and Equipment
|
|
$
|
15,131
|
|
|
$
|
22,091
|
|
NOTE 4
|
CONVERTIBLE DEBT, DEBT DISCOUNT AND FAIR VALUE MEASUREMENT OF DERIVATIVE FINANCIAL INSTRUMENTS
|
NOTE 5
|
LOAN PAYABLE
|
NOTE 6
|
LOAN PAYABLE – RELATED PARTY
|
NOTE 7
|
STOCKHOLDERS’ DEFICIT
|
●
|
Common stock Class A, unlimited number of shares authorized, no par value
|
●
|
Common stock Class B, unlimited number of shares authorized, no par value
|
●
|
Preferred stock, unlimited number of shares authorized, no par value
|
NOTE 8
|
COMMITMENTS AND CONTINGENCIES
|
NOTE 9
|
RELATED PARTY TRANSACTIONS
|
NOTE 10
|
SUBSEQUENT EVENTS
|
-
|
a new Article 9 to read as follows: “Article 9. Any public notice or notice to the shareholders, including notice of meetings of the shareholders and notices which are permitted or required by law to shareholders, may be made by publication on the Company’s website, or by other electronic means, to the extent that such means of publication are allowed by applicable law.”
|
-
|
a new Article 10 to read as follows: “Article 10. Any action permitted to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.”
|
-
|
a new Article 11 to read as follows: “Article 11. The Board of Directors is expressly authorized at any time, and from time to time, to (x) classify any unissued shares in one or more classes or in one or more series within a class, (y) reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes, or (z) reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class; with such voting powers and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in these Articles of Incorporation, or any amendment thereto.”
|
(A Development Stage Company)
|
|||||||
Balance Sheets
|
ASSETS
|
||||||||
December 31,
2012
|
December 31,
2011
|
|||||||
Current Assets
|
||||||||
Cash
|
$ | 53,782 | $ | 195,409 | ||||
Prepaid expenses
|
2,270 | - | ||||||
Loan receivable
|
6,000 | 6,000 | ||||||
Interest receivable
|
192 | - | ||||||
Total Current Assets
|
62,244 | 201,409 | ||||||
Property and Equipment, net
|
16,508 | 22,091 | ||||||
Total Assets
|
$ | 78,752 | $ | 223,500 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 329,226 | $ | 481,517 | ||||
Current portion of loan payable
|
4,377 | 3,811 | ||||||
Royalty agreement payable - related party
|
66,000 | 67,000 | ||||||
Accrued expenses - related party
|
804,187 | 564,211 | ||||||
Total Current Liabilities
|
1,203,790 | 1,116,539 | ||||||
Long Term Liabilities
|
||||||||
Convertible note payable - net of debt discount
|
5,000 | 5,000 | ||||||
Loan payable, net of current portion
|
4,378 | 8,456 | ||||||
Total Liabilities
|
1,213,168 | 1,129,995 | ||||||
Commitments and Contingencies
|
||||||||
Stockholders' Deficit
|
||||||||
Preferred stock, no par value; unlimited shares authorized,
|
||||||||
none issued and outstanding
|
- | - | ||||||
Common stock Class A, no par value; unlimited shares authorized,
|
||||||||
603,269,838 and 586,720,411 shares issued and outstanding, respectively
|
6,360,920 | 5,385,920 | ||||||
Common stock Class B, no par value; unlimited shares authorized,
|
||||||||
no shares issued and outstanding
|
- | - | ||||||
Common Stock Issuable, 1,122,311 and 1,122,311 shares, respectively
|
22,000 | 22,000 | ||||||
Additional paid-in capital
|
920,337 | 920,337 | ||||||
Deficit accumulated during the development stage
|
(8,437,673 | ) | (7,234,752 | ) | ||||
. | ||||||||
Total Stockholders' Deficit
|
(1,134,416 | ) | (906,495 | ) | ||||
Total Liabilities and Stockholders' Deficit
|
$ | 78,752 | $ | 223,500 |
(A Development Stage Company)
|
Statements of Operations
|
For the Years Ended
|
For the Period
from April 25,
2006
(Inception) to
December 31,
2012
|
|||||||||||
December 31,
2012
|
December 31,
2011
|
|||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Operating Expenses
|
||||||||||||
General and Administrative
|
379,326 | 786,909 | 1,939,502 | |||||||||
Public Relations
|
- | - | 219,890 | |||||||||
Amortization of Debt Discount
|
- | - | 120,000 | |||||||||
Professional Fees
|
48,667 | 49,903 | 335,075 | |||||||||
Officer's Salary
|
267,120 | 210,000 | 1,603,514 | |||||||||
Contract Settlement
|
- | - | 107,143 | |||||||||
Research and Development
|
465,293 | 250,598 | 1,302,009 | |||||||||
Total Operating Expenses
|
1,160,406 | 1,297,410 | 5,627,133 | |||||||||
Loss from Operations
|
(1,160,406 | ) | (1,297,410 | ) | (5,627,133 | ) | ||||||
Other Income/(Expenses)
|
||||||||||||
Other income
|
3,000 | 2,100 | 7,881 | |||||||||
Interest income
|
192 | - | 192 | |||||||||
Change in fair value of embedded derivative liability | - | - | (2,790,185 | ) | ||||||||
Change in fair value of embedded derivative liability-related party | - | - | 119,485 | |||||||||
Interest expense
|
(45,707 | ) | - | (147,913 | ) | |||||||
Total Other Income/(Expenses)
|
(42,515 | ) | 2,100 | (2,810,540 | ) | |||||||
Net (Income) Loss before Provision for Income Taxes | (1,202,921 | ) | (1,295,310 | ) | (8,437,673 | ) | ||||||
Provision for Income Taxes
|
- | - | - | |||||||||
Net Income (Loss)
|
$ | (1,202,921 | ) | $ | (1,295,310 | ) | $ | (8,437,673 | ) | |||
Net Income (Loss) Per Share - Basic and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average number of shares outstanding
|
||||||||||||
during the period - Basic and Diluted
|
596,143,581 | 572,708,020 |
(A Development Stage Company)
|
Statement of Changes in Stockholders Deficit
|
For the period from April 25, 2006 (inception) to December 31, 2012
|
(A Development Stage Company)
|
|||||
Statements of Cash Flows
|
For the Years Ended December 31,
|
For the Period
from April 25,
2006
(Inception) to
December 31,
2012
|
|||||||||||
2012
|
2011
|
|||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net Loss
|
$ | (1,202,921 | ) | $ | (1,295,310 | ) | $ | (8,437,673 | ) | |||
Adjustments to reconcile net loss to net cash used in operations
|
||||||||||||
Depreciation expense
|
5,583 | 5,370 | 11,406 | |||||||||
Stock issuable for services
|
- | - | 22,000 | |||||||||
Change in Fair Value of Derivative Liability
|
- | - | 2,790,703 | |||||||||
Stock issued for services
|
550,000 | 312,000 | 1,458,180 | |||||||||
Warrants issued to employees
|
- | - | 126,435 | |||||||||
Warrants issued to consultants
|
- | - | 168,000 | |||||||||
Deferred compensation realized
|
- | 26,000 | 200,000 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
(Increase)Decrease in prepaid expenses
|
(2,270 | ) | - | (2,270 | ) | |||||||
Increase in accrued expenses and other payables - related party
|
238,977 | 153,256 | 1,369,600 | |||||||||
Increase in accounts payable
|
(152,291 | ) | 242,588 | 329,226 | ||||||||
Net Cash Used In Operating Activities
|
(562,922 | ) | (556,096 | ) | (1,964,393 | ) | ||||||
Cash Flows From Investing Activities:
|
||||||||||||
Loan receivable
|
- | (6,000 | ) | (6,000 | ) | |||||||
Interest receivable
|
(192 | ) | - | (192 | ) | |||||||
Purchase of Fixed Assets and Domain Name
|
- | (1,174 | ) | (27,914 | ) | |||||||
Net Cash Used In Investing Activities
|
(192 | ) | (7,174 | ) | (34,106 | ) | ||||||
Cash Flows From Financing Activities:
|
||||||||||||
Proceeds from issuance of convertible note
|
- | - | 120,000 | |||||||||
Loan payable
|
(3,513 | ) | (3,561 | ) | 8,754 | |||||||
Proceeds from issuance of common stock
|
425,000 | 670,000 | 1,923,527 | |||||||||
Net Cash Provided by Financing Activities
|
421,487 | 666,439 | 2,052,281 | |||||||||
Net Increase (Decrease) in Cash
|
(141,627 | ) | 103,169 | 53,782 | ||||||||
Cash at Beginning of Period
|
195,409 | 92,240 | - | |||||||||
Cash at End of Period
|
$ | 53,782 | $ | 195,409 | $ | 53,782 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash paid for taxes
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||||||
Shares issued in connection with cashless warrants exercise
|
$ | - | $ | 2,569,838 | $ | 2,569,838 | ||||||
Shares issued in connection with convertible note payable
|
$ | - | $ | - | $ | 115,000 | ||||||
Beneficial conversion feature on convertible notes and related debt discount
|
$ | - | $ | - | $ | 120,000 |
2012
|
2011
|
|||||||
Expected income tax recovery (expense) at the statutory rate of 34%
|
$
|
(408,999)
|
$
|
(440,405)
|
||||
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)
|
188,053
|
527
|
||||||
Change in valuation allowance
|
220,946
|
438,879
|
||||||
Provision for income taxes
|
$
|
-
|
$
|
-
|
Years Ended
December,
|
||||||||
2012
|
2011
|
|||||||
Deferred tax liability:
|
$
|
-
|
$
|
-
|
||||
Deferred tax asset
|
||||||||
Net Operating Loss Carryforward
|
2,029,742
|
1,808,796
|
||||||
Valuation allowance
|
(2,029,742)
|
(1,808,796)
|
||||||
Net deferred tax asset
|
-
|
-
|
||||||
Net deferred tax liability
|
$
|
-
|
$
|
-
|
As of
December 31,
2012
|
As of
December 31,
2011
|
|||||||
Automobile
|
$
|
25,828
|
$
|
25,828
|
||||
Office Equipment
|
2,086
|
2,086
|
||||||
Less Accumulated Depreciation
|
(11,406
|
)
|
(5,823
|
)
|
||||
Total Property and Equipment
|
$
|
16,508
|
$
|
22,091
|
Schedule maturities of long-term obligations at years ending December 31:
|
||||
2013
|
4,377
|
|||
2014
|
4,378
|
|||
$
|
8,755
|
●
|
Common stock Class A, unlimited number of shares authorized, no par value
|
●
|
Common stock Class B, unlimited number of shares authorized, no par value
|
●
|
Preferred stock, unlimited number of shares authorized, no par value
|
»
|
We expect to spend approximately $35,000 per quarter through March 2014 on collaborative research and development of high strength polymers at the University of Notre Dame. If our financing will allow, management will give strong consideration to accelerating the pace of spending on research and development within the University of Notre Dame’s laboratories.
|
»
|
We expect to spend approximately $13,700 on collaborative research and development of high strength polymers and spider silk protein at the University of Wyoming over the next twelve months. This level of research spending at the university is also a requirement of our licensing agreement with the university. If our financing will allow, management will give strong consideration to accelerating the pace of spending on research and development within the University of Wyoming’s laboratories.
|
»
|
We will actively consider pursuing collaborative research opportunities with other university laboratories in the area of high strength polymers. If our financing will allow, management will give strong consideration to increasing the depth of our research to include polymer production technologies that are closely related to our core research
|
»
|
We will consider buying an established revenue producing company in a compatible business, in order to broaden our financial base and facilitate the commercialization of our products. We expect to use a combination of stock and cash for any such purchase.
|
»
|
We will also actively consider pursuing collaborative research opportunities with both private and university laboratories in areas of research which overlap the company’s existing research and development. One such potential area for collaborative research which the company is considering is protein expression platforms. If our financing will allow, management will give strong consideration to increasing the breadth of our research to include protein expression platform technologies.
|
»
|
We plan to actively pursue collaborative research and product testing, opportunities with companies in the biotechnology, materials, textile and other industries.
|
»
»
|
We plan to actively pursue collaborative commercialization, marketing and manufacturing opportunities with companies in the textile and material sectors for the fibers we developed and for any new polymers that we create in 2013.
We plan to actively pursue the development of commercial scale production of our recombinant materials including Monster Silk
TM
.
|
NAME
|
AGE
|
POSITION
|
DATE APPOINTED
|
|||
Kim Thompson
|
51
|
President, Chief Executive Officer, Director
|
April 25, 2006
|
Name and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation
($)
|
Total
($)
|
||||||||||||||||||||||||
Kim Thompson
|
2012
|
$
|
222,600
|
44,520
|
0
|
$
|
0
|
0
|
$
|
0
|
$
|
40,950.81
|
(1)
|
$
|
308,070.81
|
||||||||||||||||||
President, CEO, CFO and Director
|
2011
|
$
|
210,000
|
40,000
|
0
|
$
|
0
|
0
|
$
|
0
|
$
|
25,120
|
(2)
|
$
|
275,120
|
1)
|
In 2012, Kim Thompson received $10,950.81 in medical insurance and medical reimbursement, and $30,000 in retirement fund contributions pursuant to an employment agreement entered into with us.
|
2)
|
In 2011, Kim Thompson received $17,039 in medical insurance and medical reimbursement, $8,000 in retirement fund contributions and $81 for automobile expenses pursuant to an employment agreement entered into with us.
|
Title of Class
|
Name and Address of Beneficial Owner
|
Amount and Nature
of Beneficial Owner
|
Percent of
Class (1)
|
|||||||
Class A Common Stock
|
Kim Thompson
120 N. Washington Square, Suite 805
Lansing, MI 48933
|
290,197,329 | 47.89 |
%
|
||||||
Class A Common Stock
|
All executive officers and directors as a group (1 Person)
|
290,197,329
|
47.89
|
%
|
1 Year Kraig Biocraft Laborator... (QB) Chart |
1 Month Kraig Biocraft Laborator... (QB) Chart |
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