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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00225 | -2.39% | 0.09175 | 0.0915 | 0.0939 | 0.0955 | 0.09175 | 0.09525 | 200,111 | 21:00:40 |
☑
|
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)
|
Title of each
class
|
Trading
Symbol(s)
|
Name of exchange
on which registered
|
None
|
-
|
-
|
Large accelerated
filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☑
|
Smaller reporting
company ☑
Emerging growth
company ☐
|
|
Page
|
|
|
PART I FINANCIAL
INFORMATION
|
3
|
|
|
Item 1. Unaudited
Condensed Financial Statements:
|
3
|
|
|
Condensed Balance Sheets as of June
30, 2019 (Unaudited) and December 31, 2018
(Audited)
|
3
|
|
|
Condensed Statements of Operations
(Unaudited) for the three and six month ended June 30, 2019 and
2018
|
4
|
|
|
Condensed Statements of Stockholders'
Deficit for
December 31,
2018
and the
six
months ended June 30,
2019
(Unaudited)
|
5
|
|
|
Condensed Statements of Cash Flows
(Unaudited) for the six month ended June 30, 2019 and
2018
|
6
|
|
|
Notes to Condensed Financial
Statements (Unaudited)
|
7
|
|
|
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
22
|
|
|
Item 3. Quantitative and
Qualitative Disclosures about Market Risk
|
27
|
|
|
Item 4. Controls
and Procedures
|
27
|
|
|
PART II OTHER
INFORMATION
|
28
|
|
|
Item 1. Legal
proceedings
|
28
|
|
|
Item 1A. Risk
Factors
|
28
|
|
|
Item 2.
Unregistered Sales of Equity Securities and Use of
Proceeds
|
28
|
|
|
Item 3. Defaults
upon Senior Securities
|
28
|
|
|
Item 4. Mine
Safety Disclosures
|
28
|
|
|
Item 5. Other
information
|
28
|
Kraig Biocraft
Laboratories, Inc. and Subsidiary
|
Condensed Balance
Sheets
|
Kraig Biocraft
Laboratories, Inc. and Subsidiary
|
Condensed
Statement of Changes in Stockholders Deficit
|
For December
31, 2018 and
the six months
ended June 30, 2019
(Unaudited
)
|
|
|
|
|
|
|
|
|
Common Stock -
|
|
|
||
|
|
|
|
|
|
|
Class A Shares
|
|
|
|
|
|
Preferred Stock - Series A
|
Common Stock - Class A
|
Common Stock - Class B
|
|
|
Accumulated Deficit
|
|||||
|
Shares
|
Par
|
Shares
|
Par
|
Shares
|
Par
|
Shares
|
Par
|
APIC
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2017
|
2
|
$
5,217,800
|
816,847,910
|
$
15,144,722
|
-
|
$
-
|
1,122,311
|
$
22,000
|
$
1,958,751
|
$
(25,719,079
)
|
$
(3,375,806
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for services
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
72,575
|
$
-
|
$
72,575
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for services ($0.0299/Sh)
|
-
|
$
-
|
36,000
|
$
1,076
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
-
|
$
1,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Imputed
interest - related party
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
11,909
|
$
-
|
$
11,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
-
|
Net
loss for the year ended December 31, 2018
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
(1,168,977
)
|
$
(1,168,977
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2018
|
2
|
$
5,217,800
|
816,883,910
|
$
15,145,798
|
-
|
$
-
|
1,122,311
|
$
22,000
|
$
2,043,235
|
$
(26,888,056
)
|
$
(4,459,223
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Units
issued for cash
|
-
|
$
-
|
14,797,278
|
$
1,000,000
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
-
|
$
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued in exchange for accounts payable
|
-
|
$
-
|
4,052,652
|
$
281,659
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
-
|
$
281,659
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation
of warrants issued for services
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
(19,915
)
|
$
-
|
$
(19,915
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Imputed
interest - related party
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
10,457
|
$
-
|
$
10,457
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the six months ended June 30, 2019
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
-
|
$
-
|
$
-
|
$
(880,243
)
|
$
(880,243
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2019
|
2
|
$
5,217,800
|
835,733,840
|
$
16,427,457
|
-
|
$
-
|
1,122,311
|
$
22,000
|
$
2,033,777
|
$
(27,768,299
)
|
$
(4,067,265
)
|
Kraig Biocraft
Laboratories, Inc. and Subsidiary
|
Condensed
Statements of Cash Flows
|
(Unaudited)
|
|
June
30
,
2019
|
June
30
,
2018
|
Stock Warrants
(Exercise price - $0.001/share)
|
57,995,917
|
36,400,000
|
Convertible
Preferred Stock
|
2
|
2
|
Total
|
57,995,919
|
36,400,002
|
|
June
30,
2019
|
December
31,
2018
|
Level
1
|
$
-
|
$
-
|
Level
2
|
$
-
|
$
-
|
Level
3
|
$
-
|
$
-
|
Total
|
$
-
|
$
-
|
Customer
|
June
30, 2019
|
June
30, 2018
|
Customer
A
|
-
|
0
%
|
Customer
A
|
$
-
|
$
260,859
|
|
As
of June 30, 2019
|
December
31, 2018
|
Automobile
|
$
41,805
|
$
41,805
|
Laboratory
Equipment
|
73,194
|
73,194
|
Office
Equipment
|
7,260
|
7,260
|
Leasehold
Improvements
|
7,938
|
7,938
|
Less: Accumulated
Depreciation
|
(96,290
)
|
(82,887
)
|
Total Property and
Equipment, net
|
$
33,907
|
$
47,310
|
|
June 30,
2019
|
Right to use
assets, net – related party
|
$
58,049
|
Right to use
assets, net
|
88,140
|
Right to use
assets, net
|
382,946
|
Total
|
$
529,135
|
|
June 30,
2019
|
Right to use
assets, net – related party
|
58,835
|
Right to use
assets, net
|
88,649
|
Right to use
assets, net
|
383,978
|
Total
|
531,462
|
Less: short term
portion
|
$
(105,394
)
|
Long term
position
|
$
426,068
|
Operating lease
expense
|
$
22,522
|
Operating lease
expense
|
$
16,733
|
Operating lease
expense – related party
|
$
9,426
|
Expected
dividends
|
0
%
|
Expected
volatility
|
96.95
%
|
Expected
term
|
3
years
|
Risk free
interest rate
|
2.26
%
|
Expected
forfeitures
|
0
%
|
Expected
dividends
|
0
%
|
Expected
volatility
|
97.56
%
|
Expected
term
|
4
years
|
Risk free
interest rate
|
2.65
%
|
Expected
forfeitures
|
0
%
|
|
Number of
Warrants
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (in
Years)
|
Balance, December
31, 2018
|
36,400,000
|
|
3.0
|
Granted
|
22,195,917
|
-
|
2.94
|
Exercised
|
-
|
-
|
|
Cancelled/Forfeited
|
(600,000
)
|
-
|
|
Balance, June 30,
2019
|
57,995,917
|
|
2.4
|
Intrinsic
Value
|
$
24,056,706
|
|
|
●
|
We plan to
accelerate both our microbiology and selective breeding programs as
well as providing more resources for our material testing protocols
into 2019. We spent approximately $148,069 during the year ended
December 31, 2018 on research and development of high strength
polymers. In 2018 we directed our research and development efforts
on growing our internal capabilities. We will consider renewing
funding of the c
ollaborative research and development of
high strength polymers at the University of Notre Dame in
2019.
|
●
|
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 plan to
complete renovations of our Quang Nam, Vietnam factory and begin
commercial scale production of our recombinant spider silk in
Vietnam according to our investment and enterprise registration
certificates.
|
●
|
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 2019.
|
●
|
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
|
|
|
June 30, 2019 Increase (Decrease)
|
|
|
|
|
2019
|
2018
|
Change
|
|
NET REVENUES
|
$
-
|
$
152,230
|
(152,230
)
|
-100.00
%
|
OPERATING EXPENSES:
|
|
|
|
|
General and Administrative
|
122,186
|
99,294
|
22,982
|
23.05
%
|
Professional Fees
|
37,917
|
30,326
|
7,591
|
25.03
%
|
Officer's Salary
|
148,050
|
121,762
|
26,288
|
21.59
%
|
Rent - Related Party
|
6,153
|
2,880
|
3,273
|
113.65
%
|
Research and Development
|
20,937
|
50,894
|
(29,957
)
|
-58.86
%
|
Total operating expenses
|
335,243
|
305,156
|
30,087
|
9.86
%
|
Loss from operations
|
(335,243
)
|
(152,926
)
|
(182,317
)
|
119.22
%
|
Gain on forgiveness of debt
|
-
|
19,924
|
(19,924
)
|
100.00
%
|
Interest expense
|
(70,695
)
|
(55,588
)
|
(15,107
)
|
27.18
%
|
Interest income
|
3,442
|
-
|
3,442
|
100.00
%
|
Net Loss
|
$
(402,497
)
|
$
(188,590
)
|
(213,907
)
|
113.42
%
|
|
Six Months Ended
|
|
% Change
|
|
|
June 30, 2019 Increase (Decrease)
|
|
|
|
|
2019
|
2018
|
Change
|
|
NET
REVENUES
|
$
-
|
$
260,859
|
(260,859
)
|
-100.00
%
|
OPERATING
EXPENSES:
|
|
|
|
|
General
and Administrative
|
240,153
|
280,948
|
(40,795
)
|
-14.52
%
|
Professional
Fees
|
188,228
|
48,176
|
140,052
|
290.71
%
|
Officer's
Salary
|
266,205
|
234,438
|
31,767
|
13.55
%
|
Rent -
Related Party
|
9,426
|
5,760
|
3,666
|
63.65
%
|
Research
and Development
|
43,241
|
71,021
|
(27,780
)
|
-39.12
%
|
Total
operating expenses
|
747,253
|
640,343
|
106,910
|
16.70
%
|
Loss
from operations
|
(747,253
)
|
(379,484
)
|
(367,769
)
|
96.91
%
|
Gain
on forgiveness of debt
|
-
|
19,924
|
(19,924
)
|
100.00
%
|
Interest
expense
|
(137,615
)
|
(107,959
)
|
(29,656
)
|
27.47
%
|
Interest
income
|
4,625
|
-
|
4,625
|
100.00
%
|
Net
Loss
|
$
(880,243
)
|
$
(467,519
)
|
(412,724
)
|
88.28
%
|
|
June 30, 2019
|
December 31, 2018
|
Cash
|
$
674,228
|
$
13,697
|
Prepaid
expenses
|
$
35,245
|
$
6,858
|
Total current
assets
|
$
709,473
|
$
20,555
|
Total
assets
|
$
1,276,033
|
$
71,383
|
Total current
liabilities
|
$
4,696,189
|
$
4,530,606
|
Total
liabilities
|
$
5,343,298
|
$
4,530,606
|
(a)
|
Not
applicable.
|
(b)
|
None.
|
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)
|
4.1
|
|
Form of Warrant
issued pursuant to that certain Purchase Agreement dated as of
March 8, 2019 (7)
|
10.1
|
|
Employment
Agreement between Mr. Jonathan Rice and the Company
(6)
|
10.2
|
|
Form of Purchase
Agreement dated March 8, 2019 (7)
|
|
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.
|
7.
|
Incorporate by
reference to our Current Report on Form 8-K filed with the SEC on
March 11, 2019.
|
|
Kraig Biocraft
Laboratories, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date: August 12,
2019
|
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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