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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00112 | -1.24% | 0.089 | 0.086 | 0.0909 | 0.0909 | 0.084 | 0.0909 | 540,253 | 21:04:47 |
☑
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
☐
|
TRANSITION
REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
Wyoming
|
|
|
|
83-0459707
|
(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
|
|
(734) 619-8066
|
(Address
of Principal Executive Offices)
|
|
(Registrant’s
Telephone Number)
|
Large
accelerated filer
☐
|
Accelerated
filer
☐
|
Non-accelerated
filer
☐
|
Smaller
reporting company
☑
Emerging
growth company
☐
|
|
Page
|
|
|
PART
I FINANCIAL INFORMATION
|
|
|
|
Item 1. Unaudited
Condensed Financial Statements:
|
3
|
|
|
Condensed Balance
Sheets as of June 30, 2017 (Unaudited) and December 31, 2016
(Audited)
|
3
|
|
|
Condensed
Statements of Operations (Unaudited) for the three and six month
periods ended June 30, 2017 and 2016
|
4
|
|
|
Condensed
Statements of Stockholders’ Deficit (Unaudited) for the six
months ended June 30, 2017 and the year ended December 31, 2016
(Audited)
|
5
|
|
|
Condensed
Statements of Cash Flows (Unaudited) for the six month periods
ended June 30, 2017 and 2016
|
6
|
|
|
Notes to Condensed
Financial Statements (Unaudited)
|
7
|
|
|
Item 2.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
20
|
|
|
Item 3.
Quantitative and Qualitative Disclosures about Market
Risk
|
25
|
|
|
Item 4. Controls
and Procedures
|
25
|
|
|
PART
II OTHER INFORMATION
|
25
|
|
|
Item 1. Legal
proceedings
|
25
|
|
|
Item 1A. Risk
Factors
|
25
|
|
|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
|
25
|
|
|
Item 3. Defaults
upon Senior Securities
|
26
|
|
|
Item 4. Mine Safety
Disclosures
|
26
|
|
|
Item 5. Other
information
|
26
|
|
|
|
|
|
Common Stock
-
|
|
|
|
|
|
|
|
|
|
Class A
Shares
|
|
|
|
|
|
Preferred Stock -
Series A
|
Common Stock -
Class A
|
To
be issued
|
|
Accumulated
Deficit
|
|
|||
|
Shares
|
Par
|
Shares
|
Par
|
Shares
|
Par
|
APIC
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2016
|
2
|
$
5,217,800
|
773,627,964
|
$
12,958,757
|
5,778,633
|
$
279,754
|
$
2,568,855
|
$
(23,385,979
)
|
$
(2,360,813
)
|
|
|
|
|
|
|
|
|
|
|
Stock issued for
cash ($0.0491/share)
|
-
|
$
-
|
9,167,259
|
$
450,000
|
-
|
$
-
|
$
-
|
$
-
|
$
450,000
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for
services - related party
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
17,473
|
$
-
|
$
17,473
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for services
|
-
|
$
-
|
-
|
$
-
|
-
|
$
|
$
848,011
|
$
-
|
$
848,011
|
|
|
|
|
|
|
|
|
|
|
Exercise of
15,000,000 warrants in exchange for stock
|
-
|
$
-
|
-
|
$
-
|
14,745,203
|
$
630,200
|
$
(630,200
)
|
$
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
Issued shares for
warrant exercise issuable as of December 31, 2016
|
-
|
$
-
|
3,906,322
|
$
224,904
|
(3,906,322
)
|
$
(224,904
)
|
$
-
|
$
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
Issued shares for
services issuable as of December 31, 2016
|
-
|
$
-
|
750,000
|
$
32,850
|
(750,000
)
|
$
(32,850
)
|
$
-
|
$
-
|
$
-
|
|
|
|
|
|
|
|
|
|
|
Imputed interest -
related party
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
1,240
|
$
-
|
$
1,240
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
six months ended June 30, 2017
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
(1,754,484
)
|
$
(1,754,484
)
|
|
|
|
|
|
|
|
|
|
|
Balance,
June 30, 2017
|
2
|
$
5,217,800
|
787,451,545
|
$
13,666,511
|
15,867,514
|
$
652,200
|
$
2,805,379
|
$
(25,140,463
|
$
(2,798,573
)
|
|
June
30, 2017
|
June
30 , 2016
|
|
|
|
Stock Warrants
(Exercise price - $0.001/share)
|
47,800,000
|
16,500,000
|
Convertible
Preferred Stock
|
2
|
2
|
Total
|
47,800,002
|
16,500,002
|
°
|
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 June 30, 2017 and
December 31, 2016.
|
°
|
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.
|
|
June 30, 2017
|
December
31, 2016
|
Level
1
|
$
-
|
$
-
|
Level
2
|
-
|
-
|
Level
3
|
-
|
-
|
Total
|
$
-
|
$
-
|
Customer
|
June
30, 2017
|
December
31, 2016
|
Customer
A
|
0
%
|
100
%
|
Customer
A
|
-
|
$
31,858
|
Customer
|
June
30, 2017
|
June
30, 2016
|
Customer
A
|
0
%
|
0
%
|
Customer
A
|
$
-
|
$
-
|
|
As
of June 30, 2017
|
As
of December 31, 2016
|
Automobile
|
$
41,805
|
$
41,805
|
Laboratory Equipment
|
58,484
|
39,310
|
Office Equipment
|
6,466
|
6,466
|
Less: Accumulated
Depreciation
|
(44,677
)
|
(35,963
)
|
Total Property and Equipment,
net
|
$
62,078
|
$
51,618
|
Expected
dividends
|
0
%
|
Expected
volatility
|
78.58
%
|
Expected
term
|
3
years
|
Risk free
interest rate
|
1.32
%
|
Expected
forfeitures
|
0
%
|
Expected
dividends
|
0
%
|
Expected
volatility
|
93.6
%
|
Expected
term
|
4
years
|
Risk free
interest rate
|
1.01
%
|
Expected
forfeitures
|
0
%
|
Expected
dividends
|
0
%
|
Expected
volatility
|
93.60
%
|
Expected
term
|
4
years
|
Risk free
interest rate
|
1.01
%
|
Expected
forfeitures
|
0
%
|
Expected
dividends
|
0
%
|
Expected
volatility
|
107.51
%
|
Expected
term
|
2
years
|
Risk free
interest rate
|
0.82
%
|
Expected
forfeitures
|
0
%
|
Expected
dividends
|
0
%
|
Expected
volatility
|
106.57
%
|
Expected
term
|
2
years
|
Risk free
interest rate
|
1.15
%
|
Expected
forfeitures
|
0
%
|
Expected
dividends
|
0%
|
Expected
volatility
|
106.40%
|
Expected
term
|
3
years
|
Risk
free interest rate
|
1.43%
|
Expected
forfeitures
|
0%
|
Expected
dividends
|
0
%
|
Expected
volatility
|
102.65
%
|
Expected
term
|
2
years
|
Risk free
interest rate
|
1.38
%
|
Expected
forfeitures
|
0
%
|
|
Number
of
Warrants
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life (in Years)
|
Balance,
December 31, 2016
|
47,800,000
|
$
0.001
|
3.8
|
Granted
|
15,750,000
|
$
0.03
|
|
Exercised
|
15,000,000
|
$
0.001
|
|
Cancelled/Forfeited
|
(750,000
)
|
$
0.03
|
|
Balance, June 30,
2017
|
47,800,000
|
|
|
Intrinsic
Value
|
$
2,772,400
|
|
3.2
|
Exercise
Price Warrants Outstanding
|
Warrants
Exercisable
|
Weighted
Average Remaining Contractual Life
|
Aggregate
Intrinsic Value
|
|
|
|
|
$
0.001
|
45,500,000
|
3.8
|
$
2,639,000
|
$
0.04
|
2,300,000
|
4.156
|
$
133,400
|
Exercise Price Warrants
Outstanding
|
Warrants
Exercisable
|
Weighted
Average Remaining Contractual Life
|
Aggregate
Intrinsic Value
|
|
|
|
|
$
0.001
|
45,500,000
|
4.1
|
$
2,434,250
|
$
0.04
|
2,300,000
|
5
|
$
123,050
|
●
|
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 plan
to accelerate both our microbiology and selective breeding programs
as well as providing more resources for our material testing
protocols in the second half of 2017 and in 2018. We have spent
approximately $165,607 between January 2017 and June 2017 on
collaborative research and development of high strength polymers at
the University of Notre Dame. We are currently reviewing plans for
research spending for the second half of 2017 and 2018. We expect
to continue funding the collaborative research and development of
high strength polymers at the University of Notre
Dame.
|
|
|
|
|
●
|
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.
|
|
|
|
|
●
|
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 2017.
|
|
|
|
|
●
|
We plan
to actively pursue the development of commercial scale production
of our recombinant materials including Monster Silk
®
and Dragon
SilkTM
|
|
Three Months Ended
|
|
%
Change
|
|
|
6/30/17
|
Increase
(Decrease)
|
|
|
|
2017
|
2016
|
Change
|
|
NET
REVENUES
|
$
-
|
$
-
|
-
|
100.00
%
|
COSTS
OF REVENUES
|
-
|
-
|
-
|
|
Gross Profit
|
-
|
-
|
-
|
|
OPERATING
EXPENSES:
|
|
|
|
|
General
and Administrative
|
904,866
|
106,808
|
798,058
|
747.19
%
|
Professional
Fees
|
146,922
|
146,235
|
687
|
0.47
%
|
Officer's
Salary
|
109,958
|
107,810
|
2,148
|
1.99
%
|
Rent
- related party
|
2,880
|
-
|
2,880
|
100.00
%
|
Research
and Development
|
51,417
|
139,853
|
(88,436
)
|
-63.23
%
|
Total operating expenses
|
1,216,043
|
500,706
|
(751,337
)
|
142.87
%
|
Loss from operations
|
(1,216,043
)
|
(500,706
)
|
751,337
|
142.87
%
|
Gain
on forgiveness of debt
|
-
|
5,704
|
(5,704
)
|
-100.00
%
|
Interest
expense
|
(43,830
)
|
(33,063
)
|
10,767
|
32.57
%
|
|
|
|
|
|
Net Loss
|
$
(1,259,873
)
|
$
(528,065
)
|
731,808
|
-138.58
%
|
|
Six Months Ended
|
|
%
Change
|
|
|
6/30/17
|
Increase
(Decrease)
|
|
|
|
2017
|
2016
|
Change
|
|
NET
REVENUES
|
$
-
|
$
-
|
-
|
100.00
%
|
COSTS
OF REVENUES
|
-
|
-
|
-
|
|
Gross Profit
|
-
|
-
|
-
|
|
OPERATING
EXPENSES:
|
|
|
|
|
General
and Administrative
|
1,056,511
|
224,675
|
831,836
|
370.24
%
|
Professional
Fees
|
222,909
|
290,248
|
(67,339
)
|
-23.20
%
|
Officer's
Salary
|
220,680
|
213,189
|
7,491
|
3.51
%
|
Rent
- related party
|
4,800
|
-
|
4,800
|
100.00
%
|
Research
and Development
|
165,607
|
250,534
|
(84,927
)
|
-33.90
%
|
Total operating expenses
|
1,670,507
|
978,646
|
691,861
|
70.70
%
|
Loss from operations
|
1,670,507
|
(978,646
)
|
691,861
|
70.70
%
|
Gain
on forgiveness of debt
|
-
|
5,704
|
(5,704
)
|
-100.00
%
|
Interest
expense
|
(83,977
)
|
(64,103
)
|
(19,874
)
|
31.00
%
|
|
|
|
|
|
Net Loss
|
$
(1,754,484
)
|
$
(1,037,045
)
|
717,439
|
69.18
%
|
|
June 30, 2017
|
December 31, 2016
|
Cash
|
$
228,760
|
$
298,859
|
Accounts
receivable
|
$
-
|
$
31,858
|
Prepaid
expenses
|
$
250
|
$
1,324
|
Total
current assets
|
$
229,010
|
$
332,041
|
Total
assets
|
$
291,088
|
$
383,659
|
Total
current liabilities
|
$
3,089,661
|
$
2,744,472
|
Total
liabilities
|
$
3,089,661
|
$
2,744,472
|
(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 22, 2017
|
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:
August 14, 2017
|
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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