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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 |
☑
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Wyoming
|
|
|
|
83-0459707
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(State or Other Jurisdiction of Incorporation)
|
|
(Commission File No.)
|
|
(I.R.S. Employer Identification No.)
|
2723 South State St. Suite 150
Ann Arbor, Michigan 48104
|
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(734) 619-8066
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(Address of Principal Executive Offices)
|
|
(Registrant’s Telephone Number)
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☑
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Page
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PART I
FINANCIAL INFORMATION
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3
|
|
|
|
|
Item 1.
Unaudited Condensed Financial Statements:
|
3
|
|
|
|
|
Condensed Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 (Audited)
|
3
|
|
|
|
|
Condensed Statements of Operations (Unaudited) for the three month periods ended March 31, 2016 and 2015
|
4
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|
|
|
|
Condensed Statements of Stockholders’ Deficit (Unaudited) for the three months ended March 31, 2016 and the year ended December 31, 2015 (Audited)
|
5
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|
|
|
|
Condensed Statements of Cash Flows (Unaudited) for the three month periods ended March
31, 2016 and 2015
|
6
|
|
|
|
|
Notes to Condensed Financial Statements (Unaudited)
|
7
|
|
|
|
|
Item 2
. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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20
|
|
|
|
|
Item 4.
Controls and Procedures
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25
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|
|
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PART II
OTHER INFORMATION
|
|
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Item 1.
Legal proceedings
|
26
|
|
|
|
|
Item 1A.
Risk Factors
|
26
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|
|
|
|
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
|
26
|
|
|
|
|
Item 3.
Defaults upon Senior Securities
|
27
|
|
|
|
|
Item 5.
Other information
|
27
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|
For the Three Months Ended
|
|
|
March 31,
2016
|
March 31,
2015
|
|
|
|
Revenue
|
$
-
|
-
|
|
|
|
Operating Expenses
|
|
|
General and Administrative
|
117,867
|
156,470
|
Professional Fees
|
144,013
|
81,330
|
Officer's Salary
|
105,379
|
86,576
|
Research and Development
|
110,681
|
79,586
|
Total Operating Expenses
|
477,940
|
403,962
|
|
|
|
Loss from Operations
|
(477,940
)
|
(403,962
)
|
|
|
|
Other Income/(Expenses)
|
|
|
Gain on forgiveness of debt
|
-
|
9,679
|
Interest expense
|
(31,040
)
|
(21,892
)
|
Total Other Income/(Expenses)
|
(31,040
)
|
(12,213
)
|
|
|
|
Net (Loss) before Provision for Income Taxes
|
(508,980
)
|
(416,175
)
|
|
|
|
Provision for Income Taxes
|
-
|
-
|
|
|
|
Net (Loss)
|
$
(508,980
)
|
(416,175
)
|
|
|
|
Net Income (Loss) Per Share - Basic and Diluted
|
$
(0.00
)
|
(0.00
)
|
|
|
|
Weighted average number of shares outstanding
|
|
|
during the period - Basic and Diluted
|
710,969,281
|
676,215,156
|
Cash at Beginning of Period
|
238,188
|
495,036
|
|
|
|
Cash at End of Period
|
$
187,002
|
$
249,253
|
|
|
|
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
|
$
-
|
$
171,102
|
Settlement of accounts payable with stock issuance
|
$
-
|
$
321
|
|
March 31,
2016
|
March 31,
2015
|
|
|
|
Stock Warrants (Exercise price - $0.001/share)
|
40,000,000
|
17,200,000
|
Convertible Preferred Stock
|
2
|
2
|
Total
|
40,000,002
|
17,200,002
|
°
|
Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at March 31, 2016 and December 31, 2015.
|
°
|
Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
|
°
|
Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We consider depleting assets, asset retirement obligations and net profit interest liability to be Level 3. We determine the fair value of Level 3 assets and liabilities utilizing various inputs, including
NYMEX price quotations and contract terms.
|
|
March 31,
2016
|
December 31,
2015
|
Level 1
|
$
-
|
$
-
|
Level 2
|
-
|
-
|
Level 3
|
-
|
-
|
Total
|
$
-
|
$
-
|
|
As of
March 31, 2016 (Unaudited) |
As of
December 31, 2015 |
Automobile
|
$
41,805
|
$
41,805
|
Laboratory Equipment
|
36,822
|
36,822
|
Office Equipment
|
6,466
|
6,466
|
Less: Accumulated Depreciation
|
(23,174
)
|
(18,989
)
|
Total Property and Equipment, net
|
$
61,919
|
$
66,104
|
Expected dividends
|
0
|
%
|
Expected volatility
|
88.13
|
%
|
Expected term
|
3 years
|
|
Risk free interest rate
|
1.33
|
%
|
Expected forfeitures
|
0
|
%
|
Expected dividends
|
0
|
%
|
Expected volatility
|
77.49
|
%
|
Expected term
|
4 years
|
|
Risk free interest rate
|
1.24
|
%
|
Expected forfeitures
|
0
|
%
|
Expected dividends
|
0
|
%
|
Expected volatility
|
78.85 |
%
|
Expected term
|
3 years
|
|
Risk free interest rate
|
1.06%
|
|
Expected forfeitures
|
0%
|
|
Expected dividends
|
0
|
%
|
Expected volatility
|
82.95
|
%
|
Expected term
|
4 years
|
|
Risk free interest rate
|
1.31
|
%
|
Expected forfeitures
|
0
|
%
|
|
Number of
Warrants
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (in Years)
|
Balance, December 31, 2014
|
18,200,000
|
$
0.001
|
2.1
|
Granted
|
20,000,000
|
|
|
Exercised
|
(4,200,000
)
|
|
|
Cancelled/Forfeited
|
-
|
|
|
Balance, December 31, 2015
|
34,000,000
|
$
0.001
|
1.7
|
Granted
|
6,000,000
|
|
|
Exercised
|
-
|
|
|
Cancelled/Forfeited
|
-
|
|
|
Balance, March 31, 2016
|
40,000,000
|
$
0.001
|
2.00
|
|
|
|
|
Intrinsic Value$
|
592,000
|
|
|
|
Exercise Price Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
|
Weighted Average Remaining Contractual Life
|
|
|
Aggregate Intrinsic Value
|
|
||||
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||||
|
$
|
0.001
|
|
|
|
40,000,000
|
|
|
|
2.0
|
|
|
|
592,000
|
|
|
Exercise Price Warrants Outstanding
|
|
|
Warrants Exercisable
|
|
|
Weighted Average Remaining Contractual Life
|
|
|
A ggregate Intrinsic Value
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
$
|
0.001
|
|
|
|
34,000,000
|
|
|
|
1.7
|
|
|
|
842,000
|
|
●
|
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
|
●
|
Calm Seas has purchased an aggregate of $7,500,000 of our Class A common stock; or
|
●
|
The second anniversary from the Effective Date.
|
●
|
Within 30 days of the date of this agreement, a warrant for six hundred thousand shares of the Company’s common stock to be exercisable on the 14 month anniversary of this agreement for a period of 12 months with a cashless exercise provision.
|
●
|
Within 30 days of the date of this agreement, a warrant for one million shares of the Company’s common stock to be exercisable on the 20 month anniversary of this agreement for a period of 12 months with a cashless exercise provision.
|
●
|
Within 30 days of the date of this agreement, a warrant for two million shares of the Company’s common stock to be exercisable on the 32 month anniversary of this agreement for a period of 12 months with a cashless exercise provision.
|
●
|
Based on the consultants reaching two sets of benchmarks, two separate warrants for one million five hundred thousand shares of the Company’s common stock to be exercisable on the 28 month anniversary of this agreement for a period of 12 months with a cashless exercise provision.
|
●
|
On the three year anniversary, assuming the consultant acted in good faith and the Company’s board of directors approval, a warrant for one million five hundred thousand shares of the Company’s common stock to be exercisable on the 28 month anniversary of this agreement for a period of 12 months with a cashless exercise provision.
|
|
●
|
We have spent approximately $110,681 between January 2016 and March 2016 on collaborative research and development of high strength polymers at the University of Notre Dame. We expect to spend approximately $35,000 per month between April 2016 and July 2016 on collaborative research and development of high strength polymers at the University of Notre Dame. With this
funding we plan to accelerate both our microbiology and selective breeding programs as well as providing more resources for our material testing protocols. If our financing allows, 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 allows, 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 allows, 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 2016.
|
|
|
|
|
●
|
We plan to actively pursue the development of commercial scale production of our recombinant materials including Monster Silk
®
and Dragon Silk
TM
|
|
March 31, 2016
|
December 31,
2015
|
Cash
|
$
187,002
|
238,188
|
Prepaid Expenses
|
$
250
|
645
|
Total current assets
|
$
187,252
|
238,833
|
Total assets
|
$
249,171
|
304,937
|
Total current liabilities
|
$
2,383,614
|
2,201,873
|
Total liabilities
|
$
2,383,614
|
2,201,873
|
(a)
|
Not applicable.
|
(b)
|
Not applicable.
|
Exhibit No.
|
|
Description
|
3.1
|
|
Articles of Incorporation (1)
|
3.2
|
|
Articles of Amendment (2)
|
3.3
|
|
Articles of Amendment, filed with the Wyoming Secretary of State on November 15, 2013 (3)
|
3.4
|
|
Articles of Amendment, filed with the Wyoming Secretary of State on December 17, 2013 (4)
|
3.5
|
|
Bylaws(1)
|
4.1
|
|
Form of Warrant issued Mr. Jonathan R. Rice (5)
|
10.1
|
|
Employment Agreement between Mr. Jonathan Rice and the Company (6)
|
|
Certification of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
|
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
|
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
|
Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
101.INS
|
|
XBRL Instance Document (filed herewith)
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1.
|
Incorporated by reference to our Registration Statement on Form SB-2 (Reg. No. 333-146316) filed with the SEC on September 26, 2007
|
2.
|
Incorporated by reference to our Registration Statement on Form S-1 (Reg. No. 333-162316) filed with the SEC on October 2, 2009
|
3.
|
Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 22, 2013
|
4.
|
Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 19, 2013
|
5.
|
Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 30, 2016
|
6.
|
Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 21, 2015.
|
|
Kraig Biocraft Laboratories, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: May 13, 2016
|
By:
|
/s/
Kim Thompson
|
|
|
|
Kim Thompson
|
|
|
|
President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
|
|
|
|
|
|
1 Year Kraig Biocraft Laborator... (QB) Chart |
1 Month Kraig Biocraft Laborator... (QB) Chart |
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