☑ |
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 ☑ |
|
Page | |
|
| |
PART I FINANCIAL INFORMATION |
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 | |
|
| |
Condensed Statements of Stockholders’ Deficit (Unaudited) for the three months ended March 31, 2016 and the year ended December 31, 2015 (Audited) |
5 | |
|
| |
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 |
20 | |
|
| |
Item 4. Controls and Procedures |
25 | |
|
| |
PART II OTHER INFORMATION |
| |
|
| |
Item 1. Legal proceedings |
26 | |
|
| |
Item 1A. Risk Factors |
26 | |
|
| |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
26 | |
|
| |
Item 3. Defaults upon Senior Securities |
27 | |
|
| |
Item 5. Other information |
27 |
ASSETS | ||
|
March 31,
2016 (Unaudited) |
December 31,
2015 (Audited) |
Current Assets |
|
|
Cash |
$187,002 |
238,188 |
Prepaid expenses |
250 |
645 |
Total Current Assets |
187,252 |
238,833 |
|
|
|
Property and Equipment, net |
61,919 |
66,104 |
|
|
|
Total Assets |
$249,171 |
304,937 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
|
|
|
Current Liabilities |
|
|
Accounts payable and accrued expenses |
$533,389 |
469,833 |
Royalty agreement payable - related party |
65,292 |
65,292 |
Accounts payable and accrued expenses - related party |
1,784,933 |
1,666,748 |
Total Current Liabilities |
2,383,614 |
2,201,873 |
Total Liabilities |
$2,383,614 |
2,201,873 |
|
|
|
Commitments and Contingencies |
|
|
|
|
|
Stockholders' Deficit |
|
|
Preferred stock Series A, no par value; |
|
|
2 and 2 shares issued and outstanding, respectively |
5,217,800 |
5,217,800 |
Common stock Class A, no par value; unlimited shares authorized, |
|
|
719,110,271 and 708,068,385 shares issued and outstanding, respectively |
11,001,942 |
10,801,942 |
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 |
2,444,931 |
2,373,458 |
Accumulated Deficit |
(20,821,116) |
(20,312,136) |
|
|
|
Total Stockholders' Deficit |
(2,134,443) |
(1,896,936) |
|
|
|
Total Liabilities and Stockholders' Deficit |
$249,171 |
304,937 |
|
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 |
|
|
|
|
|
|
|
Common Stock - |
|
|
| |
|
Preferred Stock - | Common Stock - | Common Stock - |
Class A Shares |
|
|
| ||||
|
Series A |
Class A |
Class B
|
To be issued
|
Accumulated |
|
| ||||
|
Shares |
Par |
Shares |
Par |
Shares |
Par |
Shares |
Par |
Deficit |
APIC
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015 |
2 |
$5,217,800 |
708,068,385 |
$10,801,942 |
- |
$- |
1,122,311 |
$22,000 |
$2,373,458 |
$(20,312,136) |
$(1,896,936) |
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for cash ($0.01/share) |
- |
- |
11,041,886 |
200,000 |
- |
- |
- |
- |
- |
- |
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Grant 6,000,000 warrants for services to related party |
- |
- |
- |
- |
- |
- |
- |
- |
50,644 |
- |
50,644 |
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued for services - related party |
|
|
|
|
|
|
|
|
20,829 |
|
20,829 |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended March 31, 2016 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(508,980) |
(508,980) |
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2016 |
2 |
$5,217,800 |
719,110,271 |
$11,001,942 |
- |
$- |
1,122,311 |
$22,000 |
$2,444,931 |
$(20,821,116) |
$(2,134,443) |
|
For the three months ended March 31, | |
|
2016 |
2015 |
Cash Flows From Operating Activities: |
|
|
Net Loss |
$(508,980) |
$(416,175) |
Adjustments to reconcile net loss to net cash used in operations |
|
|
Depreciation expense |
4,185 |
2,632 |
Gain on forgiveness of debt |
- |
(9,679) |
Warrants issued to related party |
71,473 |
72,317 |
Changes in operating assets and liabilities: |
|
|
(Increase) Decrease in prepaid expenses |
395 |
- |
(Decrease) in accrued expenses and other payables - related party |
118,185 |
123,423 |
Increase in accounts payable |
63,556 |
20,977 |
Net Cash Used In Operating Activities |
(251,186) |
(206,505) |
|
|
|
Cash Flows From Investing Activities: |
|
|
Purchase of Fixed Assets and Domain Name |
- |
(39,278) |
Net Cash Used In Investing Activities |
- |
(39,278) |
|
|
|
Cash Flows From Financing Activities: |
|
|
Proceeds from issuance of common stock |
200,000 |
- |
Net Cash Provided by Financing Activities |
200,000 |
- |
|
|
|
Net Increase (Decrease) in Cash |
(51,186) |
(245,783) |
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 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
$ |
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 SilkTM |
|
Three Months Ended |
|
% Change | |
|
March 31: |
|
Increase | |
|
2016 |
2015 |
Change |
(Decrease) |
NET REVENUES |
$- |
$- |
- |
|
OPERATING EXPENSES: |
|
|
|
|
General and Administrative |
117,867 |
156,470 |
(38,603) |
(24.67%) |
Professional Fees |
144,013 |
81,330 |
62,683 |
77.07% |
Officer's Salary |
105,379 |
86,576 |
18,803 |
21.72% |
Research and Development |
110,681 |
79,586 |
31,095 |
39.07% |
Total operating expenses |
477,940 |
403,962 |
73,978 |
18.31% |
Loss from operations |
(477,940) |
(403,962) |
(73,978) |
(18.31% |
Gain on disposal of fixed asset |
- |
9,679 |
9,679 |
100% |
Interest expense |
(31,040) |
(21,892) |
(9,148) |
41.79% |
Net Loss |
$(508,980) |
(416,175) |
(92,805) |
22.30% |
|
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) |
|
|
|
|
|
|
By: |
/s/ Kim Thompson |
|
|
|
Kim Thompson |
|
|
|
Chief Executive Officer |
|
|
By: |
/s/ Kim Thompson |
|
|
|
Kim Thompson |
|
|
|
Chief Financial Officer |
|
By: /s/ Kim Thompson |
Kim Thompson |
President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May. 05, 2016 |
|
Document And Entity Information | ||
Entity Registrant Name | Kraig Biocraft Laboratories, Inc | |
Entity Central Index Key | 0001413119 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | Yes | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 734,619,571 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2016 |
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Stockholders equity: | ||
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, issued shares | 2 | 2 |
Preferred stock, outstanding shares | 2 | 2 |
Common stock Class A, par value | $ 0 | $ 0 |
Common stock Class A, issued shares | 719,110,271 | 708,068,385 |
Common stock Class A, outstanding shares | 719,110,271 | 708,068,385 |
Common stock Class B, par value | $ 0 | $ 0 |
Common stock Class B, issued shares | 0 | 0 |
Common stock Class B, outstanding shares | 0 | 0 |
Common Stock Issuable, Shares | 1,122,311 | 1,122,311 |
Condensed Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
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 | 0 | 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 | 0 | 0 |
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 |
Condensed Statement of Changes in Stockholders Deficit - 3 months ended Mar. 31, 2016 - USD ($) |
Preferred Stock Series A |
Common Stock Class A |
Common Stock Class B |
Common Stock Class A Shares to be Issued |
Additional Paid-In Capital |
Accumulated Deficit |
Total |
---|---|---|---|---|---|---|---|
Beginning Balance, Shares at Dec. 31, 2015 | 2 | 708,068,385 | 0 | 1,122,311 | |||
Beginning Balance, Amount at Dec. 31, 2015 | $ 5,217,800 | $ 10,801,942 | $ 0 | $ 22,000 | $ 2,373,458 | $ (20,312,136) | $ (1,896,936) |
Stock issued for cash ($0.01/share), Shares | 11,041,886 | ||||||
Stock issued for cash ($0.01/share), Amount | $ 200,000 | 200,000 | |||||
Grant 6,000,000 warrants for services to related party | 50,644 | 50,644 | |||||
Warrants issued for services - related party | 20,829 | 20,829 | |||||
Net Loss | (508,980) | (508,980) | |||||
Ending Balance, Shares at Mar. 31, 2016 | 2 | 719,110,271 | 0 | 1,122,311 | |||
Ending Balance, Amount at Mar. 31, 2016 | $ 5,217,800 | $ 11,001,942 | $ 0 | $ 22,000 | $ 2,444,931 | $ (20,821,116) | $ (2,134,443) |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | (A) Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Kraig Biocraft Laboratories, Inc. (the "Company") was incorporated under the laws of the State of Wyoming on April 25, 2006. The Company was organized to develop high strength, protein based fiber, using recombinant DNA technology, for commercial applications in the textile and specialty fiber industries.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
(C) Cash
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of March 31, 2016 or December 31, 2015.
(D) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share. As of March 31, 2016 and 2015, warrants were not included in the computation of income/ (loss) per share because their inclusion is anti-dilutive.
The computation of basic and diluted loss per share at March 31, 2016 and December 31, 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:
(E) Research and Development Costs
The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation.
(F) Income Taxes
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between 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 ASC 740-10-25, 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.
Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of March 31, 2016 and December 31, 2015 there were no amounts that had been accrued in respect to uncertain tax positions.
The Companys federal income tax returns, for the fiscal year ending December 31, 2013, is currently under examination by the Internal Revenue Service (IRS); and all returns from fiscal 2009 through today remain subject to examination by the IRS and respective states.
(G) Derivative Financial Instruments
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
(H) Stock-Based Compensation
In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.
(I) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(J) Recent Accounting Pronouncements
In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements.
In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.
(K) Reclassification
The 2015 financial statements have been reclassified to conform to the 2016 presentation.
(L) Equipment
The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for automobiles.
In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.
There were no impairment losses recorded during the years ended March 31, 2016 and 2015.
(M) Fair Value of Financial Instruments
We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements (ASC Topic 820-10). ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Level 1 instruments include cash, account receivable, prepaid expenses, inventory and account payable and accrued liabilities. The carrying values are assumed to approximate the fair value due to the short term nature of the instrument.
The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:
|
2. GOING CONCERN |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | As reflected in the accompanying unaudited financial statements, the Company has a working capital deficiency of $2,196,362 and stockholders deficiency of $2,134,443 and used $251,186 of cash in operations for the three months ended March 31, 2016. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Companys ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. |
3. EQUIPMENT |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUIPMENT | At March 31, 2016 and March 31, 2015, property and equipment, net, is as follows:
Depreciation expense for the three months ended March 31, 2016 and 2015 was $4,185 and $2,632, respectively. |
4. ACCRUED INTEREST PAYABLE - RELATED PARTY |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
ACCRUED INTEREST PAYABLE - RELATED PARTY | On February 25, 2013 the Company received $150,000 from a principal stockholder. Pursuant to the terms of the loan, the advance bears interest at 3%, is unsecured and due on demand. At December 31, 2013 the loan balance was repaid. The Company recorded accrued interest payable of $2,001 as of March 31, 2016. The Company recorded accrued interest payable of $2,001 as of December 31, 2015. |
5. STOCKHOLDERS' DEFICIT |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT | (A) Common Stock Issued for Cash
On June 16, 2015, the Company issued 4,675,811 share of common stock for $150,000 ($0.03/share).
On July 9, 2015, the Company issued 3,731,343 share of common stock for $100,000 ($0.026/share).
On August 3, 2015, the Company issued 4,152,824 share of common stock for $100,000 ($0.024/share).
On September 28, 2015, the Company issued 4,166,667 share of common stock for $100,000 ($0.024/share).
On October 19, 2015, the Company issued 3,894,081 shares of common stock for $100,000 ($0.026/share).
On November 16, 2015, the Company issued 4,166,667 shares of common stock for $100,000 ($0.024/share).
On December 21, 2015, the Company issued 5,186,722 shares of common stock for $100,000 ($0.019/share).
On February 16, 2016 the Company issued 5,630,631 share of common stock for $100,000 ($0.018/share).
On March 28, 2016 the Company issued 5,411,255 share of common stock for $100,000 ($0.018/share).
(B) Common Stock Issued for Service
Shares issued for services as mentioned below were valued at the closing price of the stock on the date of grant.
On March 5, 2015, the Company issued 10,000 shares with a fair value of $321 ($0.0321/share) to a consultant as consideration for consulting fees owed from October 1, 2014 through February 28, 2015 of $10,000. The issuance of shares resulted in gain on settlement of accounts payable of $9,679.
On November 9, 2015, the Company issued 14,000 shares with a fair value of $434 ($0.031/share) to a consultant as consideration for consulting fees owed from March 1, 2015 through September 30, 2015 of $14,000. The issuance of shares resulted in gain on settlement of accounts payable of $13,566.
(C) Common Stock Warrants
On January 21, 2015, the Company issued 2,918,919 shares in connection with the cashless exercise of the 3,000,000 warrants.
On January 23, 2015, the Company issued 3-year warrant for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $72,317, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on February 2, 2016, and for a period expiring on January 19, 2018. Grant Date
On May 28, 2015, the Company issued 3-year warrant for 3,000,000 shares to a related party, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $117,503, based upon the Black-Scholes option-pricing model on the date of grant and vesting on October 28, 2016, and will be exercisable on May 28, 2018, and for a period expiring on May 28, 2022. As of March 31, 2016, the Company recorded $69,732 as an expense for warrants issued to related party. Grant Date
On June 22, 2015, the Company issued 3-year warrant for 15,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $590,335, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on December 28, 2015, and for a period expiring on June 22, 2018. Grant Date
On January 1, 2016, the Company issued 3-year warrant for 6,000,000 shares to a related party, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $234,086, based upon the Black-Scholes option-pricing model on the date of grant and vesting on February 20, 2017, and will be exercisable on February 20, 2018, and for a period expiring on February 20, 2021. As of March 31, 2016, the Company recorded $50,644 as an expense for warrants issued to related party.
Grant Date
On July 2, 2015, the Company issued 1,176,922 shares in connection with the cashless exercise of the 1,200,000 warrants.
As of March 31, 2016, the following warrants were outstanding:
As of December 31, 2015, the following warrants were outstanding:
(D) Amendment to Articles of Incorporation
On February 16, 2009, the Company amended its articles of incorporation to amend the number and class of shares the Company is authorized to issue as follows:
Effective December 17, 2013, the Company amended its articles of incorporation to designate a Series A no par value preferred stock. Two shares of Series A Preferred stock have been authorized. |
6. COMMITMENTS AND CONTINGENCIES |
3 Months Ended | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||
COMMITMENTS AND CONTINGENCIES | On March 18, 2010, the Company entered into an addendum to the employment agreement whereby the Company will reimburse the employee and his family for up to $20,000 of out of pocket medical and dental care costs, including prescription costs or co-pays.
On November 10, 2010, the Company entered into an addendum to the employment agreement, effective January 1, 2011 through the December 31, 2015. The term of the agreement is a five year period at an annual salary of $210,000. There is a 6% annual increase. For the year ending December 31, 2015 the annual salary was $281,027. The employee is also to receive a 20% bonus based on the annual based salary. Any stock, stock options bonuses have to be approved by the board of directors. On January 1, 2016 the agreement renewed with the same terms for another 5 years with an annual salary of $297,889 for the year ended December 31, 2016. (See Note 8).
On October 2, 2014, the Company entered into a letter agreement for an equity line of financing up to $7,500,000 (the Letter Agreement) with Calm Seas Capital, LLC (Calm Seas).
Under the Letter Agreement, over a 24 month period from the Effective Date (as defined below) we may put to Calm Seas up to an aggregate of $7,500,000 in shares of our Class A common stock for a purchase price equal to 80% of the lowest price of our Class A common stock during the five consecutive trading days immediately following the date we deliver notice to Calm Seas of our election to put shares pursuant to the Letter Agreement. We may put shares bi-monthly. The dollar value that will be permitted for each put pursuant to the Letter Agreement will be the lesser of: (A) the product of (i) 200% of the average daily volume in the US market of our Class A common stock for the ten trading days prior to the date we deliver our put notice to Calm Seas multiplied by (ii) the average of the daily closing prices for the ten (10) trading days immediately preceding the date we deliver our put notice to Calm Seas, or (B) $100,000. 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 date we deliver our put notice to Calm Seas. Notwithstanding the $100,000 ceiling for each bi-monthly put, as described above, we may at any time request Calm Seas to purchase shares in excess of such ceiling, either as a part of bi-monthly puts or as an additional put(s) during such month. If Calm Seas, in its sole discretion, accepts such request to purchase additional shares, then we may include the put for additional shares in our monthly put request or submit an additional put for such additional shares in accordance with the procedure set forth above.
The Letter Agreement will terminate when any of the following events occur:
On January 23, 2015, the board of directors appointed Mr. Jonathan R. Rice as its Chief Operating Officer. Mr. Rices employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. The Company also agreed to reimburse Mr. Rice for his past educational expenses of approximately $11,000. In addition, Mr. Rice will be issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. Additionally, on May 28, 2015, the Company issued a three-year warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $0.001 per share. The warrant fully vests on October 28, 2016. For the year ended December 31, 2015, the Company recorded $121,448 for the warrants issued to related party. On January 14, 2016 the Company signed and employment agreement with its COO. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $140,000, which includes salary, health insurance, 401K retirement plan contributions, etc. In addition, Mr. Rice will be issued a three-year warrant to purchase 6,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. For the three months ended March 31, 2016, the Company recorded $71,473 for the warrants issued to related party.
(A) License Agreement
On May 8, 2006, the Company entered into a license agreement. Pursuant to the terms of the agreement, the Company paid a non-refundable license fee of $10,000. The Company will pay a license maintenance fee of $10,000 on the one year anniversary of this agreement and each year thereafter. The Company will pay an annual research fee of $13,700 with first payment due January 2007, then on each subsequent anniversary of the effective date commencing May 4, 2007. Pursuant to the terms of the agreement the Company may be required to pay additional fees aggregating up to a maximum of $10,000 a year for patent maintenance and prosecution relating to the licensed intellectual property.
On October 28, 2011, the Company entered into a license agreement with the University of Notre Dame. Under the agreement, the Company received exclusive and non-exclusive rights to certain spider silk technologies including commercial rights with the right to sublicense such intellectual property. In consideration of the licenses granted under the agreement, the Company agreed to issue to the University of Notre Dame 2,200,000 shares of its common stock and to pay a royalty of 2% of net sales. On March 4, 2015, the Company entered into a new Intellectual Property / Collaborative Research Agreement with Notre Dame extending the duration of the agreement through March 2016. Under the agreement the Company will provide approximately $534,000 in financial support. The license agreement has a term of 20 years which can be extended on an annual basis after that. It can be terminated by the University of Notre Dame if the Company defaults on its obligations under the agreement and fails to cure such default within 90 days of a written notice by the university. The Company can terminate the agreement upon a 90 day written notice subject to payment of a termination fee of $5,000 if the termination takes place within 2 years after its effectiveness, $10,000 if the termination takes place within 4 years after its effectiveness and $20,000 if the Agreement is terminated after 4 years.
(B) Royalty and Research Agreements
On May 1, 2008 the Company entered into a five year consulting agreement for research and development. Pursuant to the terms of the agreement, the Company will be required to pay $1,000 per month, or at the Companys option, the consulting fee may be paid in the form of Company common stock based upon the greater of $0.05 per share or the average of the closing price of the Companys shares over the five days preceding such stock issuance. As of June 30, 2011, the Company had accrued $17,000 of accounts payable for the services provided of which was paid in common stock on July 1, 2009. As of June 30, 2011 the Company issued 280,000 shares of common stock in exchange for $14,000 of accounts payable for the services performed. On March 19, 2014, the Company entered into a five year consulting agreement for general advisor and consulting services. As consideration for the services performed, the Company agrees to pay the consultant a fee of $1,000 per month. At the Companys option, said consulting fee may be paid to the consultant in the form of Company stock based upon the greater of $0.50/share or the average of the closing price of the Companys common stock over the five days preceding such stock issuance. On March 28, 2014, the Company issued 44,000 shares of common stock as consideration for consulting fees owed from June 1, 2012 through March 31, 2014. On October 9, 2014 the Company issued 12,000 shares with a fair value of $484 ($0.0403/share) to a consultant as consideration for consulting fees owed from April 1, 2014 through September 30, 2014 of $12,000. The issuance of shares resulted in gain on settlement of accounts payable of $11,516. The consultant also received a bonus of 4,000 shares with a fair value of $161 ($0.0403/share).
On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with an officer. In consideration of the Company issuing either 200,000 preferred shares with the following preferences; no dividends and voting rights equal to 100 common shares per share of preferred stock or the payment of $120,000, the officer agreed to terminate the royalty payments due under the agreement and give title to the exclusive license for the non-protective apparel use of the intellectual property to the Company. On the date of the agreement, the Company did not have any preferred stock authorized with the required preferences. In accordance with FASB Accounting Standards Codification No 480, Distinguishing Liabilities from Equity, the Company determined that the present value of the payment of $120,000 that was due on December 26, 2007, the one year anniversary of the addendum, should be recorded as an accrued expense until such time as the Company has the ability to assert that it has preferred shares authorized. As of March 31, 2010, the Company has recorded $120,000 in accrued expenses- related party. On December 21, 2007 the officer extended the due date to July 30, 2008. On May 30, 2008 the officer extended the due date to December 31, 2008. On October 10, 2008, the officer extended the due date to the earlier of (a) March 30, 2010 or (b) upon demand by the officer. The due date was extended to March 31, 2011. On September 8, 2009, a payment of $15,000 was paid to the officer. An additional payment of $10,000 was made on October 19, 2009 and December 1, 2009, respectfully. Additionally, the accrued expenses are accruing 7% interest per year. On January 15, 2010 an additional payment of $10,000 was made. During the quarter ending September 30, 2010 an additional payment of $8,000 was made. During the quarter ending September 30, 2012 an additional payment of $1,000 was made. During the year ended December 31, 2013, an additional payment of $1,280 was made. During the year ended December 31, 2014, an additional loan of $572 was made. As of March 31, 2016 and December 31, 2015 the outstanding balance is $65,292. As of March 31, 2016 the Company recorded interest expense and related accrued interest payable of $490.
On June 6, 2012 the Company entered into a consulting agreement for intellectual property and collaborative research and development with an American university. The agreement covers ongoing research and development work performed by the university at the Companys behest and with the Companys assistance. On March 4, 2015, the Company entered into a new Intellectual Property / Collaborative Research Agreement with Notre Dame extending the duration of the agreement through March 2016. Pursuant to the terms of the agreement the Company will be required to pay approximately $534,000 for research and development over the two year period. For the three months ended March 31, 2016 and 2015, respectively, the company recorded $110,681 and $79,586 in research and development fees. On September 20, 2015 this agreement was amended to increase the total funding by approximately $179,000. In February 2016 this agreement was extended to July 31, 2016.
On December 30, 2015, the Company entered into a cooperative agreement for the research and pilot production of hybrid silkworms in Vietnam. Under this agreement the Company will establish a subsidiary in Vietnam where it will develop and produce hybrid silkworms. As of March 31, 2016, the subsidiary was not yet established and no work has been performed in Vietnam for the three months ended March 31, 2016. The Company delayed the announcement of this agreement until late in February, 2016. This additional time was used to confirm this agreement with higher level authorities and outside review.
(C) Consulting Agreement
On July 9, 2013, the Company entered into an agreement with a consultant to provide investor relations services in exchange for a warrant for 10,000,000 common shares at $.001 with a cashless provision and a five year term.
On September 30, 2013 the Company entered into a Collaborative Yarn and Textile Development Agreement with a technical textile manufacturing company. Pursuant to the terms of that agreement the Company has agreed to supply the technical textile manufacturing company with sample quantities of the Companys recombinant spider silk for the purpose of developing and testing new textiles which are made from, or which incorporate recombinant spider silk. The agreement provides that the two companies will jointly share, on an equal basis, any intellectual property, including any utility patents, which are developed as a result of this collaboration. Such intellectual property potentially includes utility patents on textile designs. The Company has agreed that it will pay half of the cost associated with the filing and prosecution of utility patents relating to intellectual property which is developed through its collaboration with the technical textile manufacturing company.
On October 15, 2013 the Company entered into an intellectual property agreement with a scientific researcher relating to the development of new recombinant silk fibers. Under the terms of that agreement the scientific researcher will transfer to the Company his rights to intellectual property, inventions and trade secrets which the researcher develops relating to recombinant silk. The researcher will receive 8,000,000 warrants of the Companys stock, exercisable 24 months from the date of the agreement. The researcher will also receive additional warrants when and if the researcher develops advanced recombinant silk fibers for the Companys use. Under the terms of the agreement the researcher will receive 10,000,000 warrants in the event that he develops a new recombinant silk fiber with certain performance characteristics, and another 10,000,000 warrants if he develops a second recombinant silk fiber with certain characteristics. If the consultant performs the contract in good faith the consultant will be entitled to an additional 8,000 warrants. The warrants described in this note all contain a cashless exercise provision and are exercisable on the 24 month anniversary of the date on which they were issuable under the agreement.
On February 17, 2014, the Company entered into two consulting agreements with two consultants for independent technical expertise to further the Companys business plans and scientific research and development. As consideration for the services performed, the Company agrees to issue the following to each of the consultants:
On June 22, 2015 the Company entered into an agreement with a consultant to provide investor relations services. The agreement commenced on June 22, 2015 and will continue until December 16, 2015. As consideration for the services performed, the Company agrees to issue a warrant for 15,000,000 shares of common stock $0.001 with a cashless exercise provision and a three year term. On June 22, 2015, the company issued a warrant for 15,000,000 shares of common stock with a fair value of $590,335 (See Note 6(C)).
On November 11, 2015 the Company entered into an agreement with a consultant to provide advisory services. As consideration for the services performed, the Company agreed to pay the consultant $10,000.
On January 23, 2016, the Company entered into an agreement with a consultant to provide investor relations services. The agreement commenced on January 23, 2016 and will continue for four months. As consideration for the services performed, the Company agrees to pay $100,000 broken up into $25,000 dollar monthly payments. During the three months ended March 31, 2016 the Company paid $70,000.
(D) Operating Lease Agreement
On April 1, 2012 the Company executed a one-year non-cancelable operating lease for its Laboratory space. The lease was subsequently extended through March 31, 2014. On February 25, 2015, the Company renewed its lease of a Laboratory. The lease is on a month to month basis at an annual rate of $13,200. On June 30, 2015 the Company cancelled its lease of this laboratory.
We rented office space at 120 N. Washington Square, Suite 805, Lansing, Michigan 48950, which was our principal place of business. Our lease was on a month to month basis. We paid an annual rent of $600 for conference facilities, mail, fax, and reception services located at our principal place of business. On September 1, 2015 the Company ended the lease of this office.
Starting in February of 2015, we rent additional office space in East Lansing, Michigan. In July 2015, the Company signed a new lease for its East Lansing, Michigan office space. The Company pays an annual rent of $4,742 for office space, conference facilities, mail, fax, and reception services.
Starting in September of 2015, we rent office space at 2723 South State Street, Suite 150, Ann Arbor, Michigan 48104, which is our principal place of business. We pay an annual rent of $2,028 for conference facilities, mail, fax, and reception services located at our principal place of business.
On February 1, 2016 the Company signed a six (6) month lease extension for its East Lansing office. The Company pays an annual rent of $4,893 for office space, conference facilities, mail, fax, and reception services.
On February 16, 2016 the Company issued 5,630,631 shares of common stock for $100,000 ($0.018/share).
On March 29, 2016 the Company issued 5,411,255 shares of common stock for $100,000 ($0.018/share).
Rent expense for the three months ended March 31, 2016 and 2015 was $2,441 and $4,999, respectively. |
7. RELATED PARTY TRANSACTIONS |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with an officer. In consideration of the Company issuing either 200,000 preferred shares with the following preferences; no dividends and voting rights equal to 100 common shares per share of preferred stock or the payment of $120,000, the officer agreed to terminate the royalty payments due under the agreement and give title to the exclusive license for the non-protective apparel use of the intellectual property to the Company. On the date of the agreement, the Company did not have any preferred stock authorized with the required preferences. In accordance with In accordance with FASB Accounting Standards Codification No. 480, Distinguishing Liabilities from Equity, the Company determined that the present value of the payment of $120,000 that was due on December 26, 2007, the one year anniversary of the addendum, should be recorded as an accrued expense until such time as the Company has the ability to assert that it has preferred shares authorized. As of March 31, 2010, the Company has recorded $120,000 in royalty agreement payable- related party. On December 21, 2007 the officer extended the due date to July 30, 2008. On May 30, 2008 the officer extended the due date to March 31, 2009. On October 10, 2008, the officer extended the due date to the earlier of (a) March 30, 2010 or (b) upon demand by the officer. On March 30, 2010, the officer extended the due date to the earlier of (a) March 30, 2010 or (b) upon demand by the officer. On September 8, 2009, a payment of $15,000 was paid to the officer. On October 19, 2009 and December 1, 2009, $10,000 was paid to the officer respectfully. An additional payment of $10,000 was made on January 15, 2010. During the quarter ending September 30, 2010 an additional payment of $8,000 was made. During the year ended December 31, 2012 an additional payment of $1,000 was made. During the year ended December 31, 2013 an additional payment of $1,280 was made. During the year ended December 31, 2014, an additional loan of $572 was made. As of March 31, 2016 the outstanding balance is $65,292. Additionally, the accrued expenses are accruing 7% interest per year. As of March 31, 2016 the Company recorded interest expense and related accrued interest payable of $490.
On November 10, 2010, the Company entered into an addendum to the employment agreement, effective January 1, 2011 through the March 31, 2016. The term of the agreement is a five year period at an annual salary of $210,000. There is a 6% annual increase. The employee is also to receive a 20% bonus based on the annual based salary. Any stock, stock options bonuses have to be approved by the board of directors. On January 1, 2016 the agreement renewed with the same terms for another 5 years with an annual salary of $297,889 for the year ended December 31, 2016.
On January 23, 2015, the board of directors appointed Mr. Jonathan R. Rice as its Chief Operating Officer. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $120,000, which includes salary, health insurance, 401K retirement plan contributions, etc. The Company also agreed to reimburse Mr. Rice for his past educational expenses of approximately $11,000. In addition, Mr. Rice was issued a three-year warrant to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. Additionally, on May 28, 2015, the Company issued a three-year warrant to purchase 3,000,000 shares of common stock of the Company at an exercise price of $0.001 per share. The warrant fully vests on October 28, 2016. On January 14, 2016 the Company signed and employment agreement with its COO. The employment agreement has a term of one year and can be terminated by either the Company or Mr. Rice at any time. Under the employment agreement, Mr. Rice is entitled to an annual cash compensation of $140,000, which includes salary, health insurance, 401K retirement plan contributions, etc. In addition, Mr. Rice will be issued a three-year warrant to purchase 6,000,000 shares of common stock of the Company at an exercise price of $0.001 per share pursuant to the employment agreement. For the three months ended March 31, 2016, the Company recorded $71,473 for the warrants issued to related party.
As of March 31, 2016 and December 31, 2015, there was $92,381 and $148,019, respectively, included in accounts payable and accrued expenses - related party, which is owed to the Companys Chief Executive Officer.
As of March 31, 2016 there was $456,605 of accrued interest- related party and $13,208 in shareholder loan interest related party included in accounts payable and accrued expenses related party, which is owed to the Companys Chief Executive officer.
As of December 31, 2015, there was $426,054 of accrued interest- related party and $12,718 in shareholder loan interest related party included in accounts payable and accrued expenses related party, which his owed to the Companys Chief Executive officer.
As of March 31, 2016, the Company owes $1,168,626 in accrued salary to principal stockholder and $4,762 to the Companys COO.
As of December 31, 2015, the Company owes $1,094,153 in accrued salary to principal stockholder and $1,748 to the Companys COO. |
8. SUBSEQUENT EVENTS |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through May [ ], 2016, the date the financial statements were available to be issued.
On April 4, 2016, the Company issued 12,000 shares with a fair value of $302 ($0.0252/share) to a consultant as consideration for consulting fees owed from October 1, 2015 through March 31, 2016 of $6,000. The issuance of shares resulted in gain on settlement of accounts payable of $5,698.
On April 7, 2016, the Company issued 1,917,012 shares in connection with the cashless exercise of 1,200,000 warrants.
On April 25, 2016 the Company issued 5,952,381 share of common stock for $100,000 ($0.017/share).
On May 5, 2016, the Company issued 7,627,907 shares in connection with the cashless exercise of 8,000,000 warrants. |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(A) Basis of Presentation | The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Kraig Biocraft Laboratories, Inc. (the "Company") was incorporated under the laws of the State of Wyoming on April 25, 2006. The Company was organized to develop high strength, protein based fiber, using recombinant DNA technology, for commercial applications in the textile and specialty fiber industries. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(B) Use of Estimates | In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(C) Cash | For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of March 31, 2016 or December 31, 2015. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(D) Loss Per Share | Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings per Share. As of March 31, 2016 and 2015, warrants were not included in the computation of income/ (loss) per share because their inclusion is anti-dilutive.
The computation of basic and diluted loss per share at March 31, 2016 and December 31, 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
(E) Research and Development Costs | The Company expenses all research and development costs as incurred for which there is no alternative future use. These costs also include the expensing of employee compensation and employee stock based compensation. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(F) Income Taxes | The Company accounts for income taxes under FASB Codification Topic 740-10-25 (ASC 740-10-25). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between 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 ASC 740-10-25, 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.
Effective January 1, 2009, the Company adopted guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all federal or state income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. As of March 31, 2016 and December 31, 2015 there were no amounts that had been accrued in respect to uncertain tax positions.
The Companys federal income tax returns, for the fiscal year ending December 31, 2013, is currently under examination by the Internal Revenue Service (IRS); and all returns from fiscal 2009 through today remain subject to examination by the IRS and respective states. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(G) Derivative Financial Instruments | Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(H) Stock-Based Compensation | In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
Equity instruments (instruments) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||
(I) Business Segments | The Company operates in one segment and therefore segment information is not presented. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(J) Recent Accounting Pronouncements | In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements.
In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.
All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(K) Reclassification | The 2015 financial statements have been reclassified to conform to the 2016 presentation. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(L) Equipment | The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for automobiles.
In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.
There were no impairment losses recorded during the years ended March 31, 2016 and 2015. |
|||||||||||||||||||||||||||||||||||||||||||||||||||
(M ) Fair Value of Financial Instruments | We hold certain financial assets, which are required to be measured at fair value on a recurring basis in accordance with the Statement of Financial Accounting Standard No. 157, Fair Value Measurements (ASC Topic 820-10). ASC Topic 820-10 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). ASC Topic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Level 1 instruments include cash, account receivable, prepaid expenses, inventory and account payable and accrued liabilities. The carrying values are assumed to approximate the fair value due to the short term nature of the instrument.
The three levels of the fair value hierarchy under ASC Topic 820-10 are described below:
|
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies And Organization Tables | ||||||||||||||||||||||||||||||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share |
|
|||||||||||||||||||||||||||||||||||||||||||||
Schedule of fair Value of Financial Instruments |
|
3. EQUIPMENT (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equipment |
|
5. STOCKHOLDERS' DEFICIT (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders Deficit Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average assumptions for warrants issued | On January 23, 2015, the Company issued 3-year warrant for 2,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $72,317, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on February 2, 2016, and for a period expiring on January 19, 2018. Grant Date
On May 28, 2015, the Company issued 3-year warrant for 3,000,000 shares to a related party, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $117,503, based upon the Black-Scholes option-pricing model on the date of grant and vesting on October 28, 2016, and will be exercisable on May 28, 2018, and for a period expiring on May 28, 2022. As of March 31, 2016, the Company recorded $69,732 as an expense for warrants issued to related party. Grant Date
On June 22, 2015, the Company issued 3-year warrant for 15,000,000 shares to a consultant, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $590,335, based upon the Black-Scholes option-pricing model on the date of grant and were fully vested upon issuance and will be exercisable on December 28, 2015, and for a period expiring on June 22, 2018. Grant Date
On January 1, 2016, the Company issued 3-year warrant for 6,000,000 shares to a related party, with an exercise price of $0.001 per share. The warrants were granted for services to be rendered. The warrants had a fair value of $234,086, based upon the Black-Scholes option-pricing model on the date of grant and vesting on February 20, 2017, and will be exercisable on February 20, 2018, and for a period expiring on February 20, 2021. As of March 31, 2016, the Company recorded $50,644 as an expense for warrants issued to related party.
Grant Date
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of warrants outstanding | On July 2, 2015, the Company issued 1,176,922 shares in connection with the cashless exercise of the 1,200,000 warrants.
As of March 31, 2016, the following warrants were outstanding:
As of December 31, 2015, the following warrants were outstanding:
|
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Antidilutive Securities, Stock Warrants | 40,000,002 | 17,200,002 |
Stock Warrants | ||
Antidilutive Securities, Stock Warrants | 40,000,000 | 17,200,000 |
Convertible Preferred Stock | ||
Antidilutive Securities, Stock Warrants | 2 | 2 |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 1) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Fair value of assets | $ 0 | $ 0 |
Level 1 [Member] | ||
Fair value of assets | 0 | 0 |
Level 2 [Member] | ||
Fair value of assets | 0 | 0 |
Level 3 [Member] | ||
Fair value of assets | $ 0 | $ 0 |
3. EQUIPMENT (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Equipment Details | ||
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 | $ 61,919 | $ 66,104 |
3. EQUIPMENT (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Stock issued to founder, Shares | ||
Depreciation and amortization expense | $ 4,185 | $ 2,632 |
5. STOCKHOLDERS' DEFICIT (Details) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
January 23, 2015 [Member] | Warrant 1 [Member] | |
Expected dividends | 0.00% |
Expected volatility | 88.13% |
Expected term | 3 years |
Risk free interest rate | 1.33% |
Expected forfeitures | 0.00% |
May 28, 2015 [Member] | Warrant 2 [Member] | |
Expected dividends | 0.00% |
Expected volatility | 77.49% |
Expected term | 4 years |
Risk free interest rate | 1.24% |
Expected forfeitures | 0.00% |
June 22, 2015 [Member] | Warrant 3 [Member] | |
Expected dividends | 0.00% |
Expected volatility | 78.85% |
Expected term | 3 years |
Risk free interest rate | 1.06% |
Expected forfeitures | 0.00% |
January 1, 2016 [Member] | Warrant 4 [Member] | |
Expected dividends | 0.00% |
Expected volatility | 82.95% |
Expected term | 4 years |
Risk free interest rate | 1.31% |
Expected forfeitures | 0.00% |
5. STOCKHOLDERS' DEFICIT (Details 1) - USD ($) |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Stockholders Deficit Tables | ||
Number of Warrants Outstanding, Beginning | 34,000,000 | 18,200,000 |
Number of Warrants Granted | 6,000,000 | 20,000,000 |
Number of Warrants Exercised | 0 | (4,200,000) |
Number of Warrants Cancelled/Forfeited | 0 | 0 |
Number of Warrants Outstanding, Ending | 40,000,000 | 34,000,000 |
Weighted Average Exercise Price Outstanding, Beginning | $ .001 | $ .001 |
Weighted Average Exercise Price Outstanding, Ending | $ .001 | $ .001 |
Weighted Average Remaining Contractual Life (in years) Outstanding | 2 years | 1 year 8 months 12 days |
Warrants Exercisable, Ending | 40,000,000 | 34,000,000 |
Aggregate Intrinsic Value | $ 592,000 | $ 842,000 |
6. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Commitments And Contingencies Details Narrative | ||
Rent expense | $ 2,441 | $ 4,999 |
7. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Officers compensation | $ 105,379 | $ 86,576 | |
Accounts payable and accrued expenses - related party | 92,381 | $ 148,019 | |
Accrued interest- related party | 456,605 | 426,054 | |
Shareholder | |||
Accounts payable and accrued expenses - related party | 13,208 | 12,718 | |
Accrued salary | 1,168,626 | 1,094,153 | |
Chief Operating Officer | |||
Accrued salary | $ 4,762 | $ 1,748 |
U8>\:H(W(=4YQ)P6
M]D)(KF8%SZI='-6AN'\H^%[J6ZKNZ_:8V#Y(<;J>>ONC]^PO4$L#!!0 (
M )*"K4@.JRSMBP, -@/ 8 >&PO=V]R:W-H965T #]KCE;7;D%;I*CIJ3M0$<@PQ+ZH&4LP*Z[H%J=$BM7(#UFB""G.-V/,8] \
MEY% 5AFG1$JS1WVKTPQ/&U\'Y9WZL+K>)M1)H:2ZIP9!X#LA&8ACH=^&;;PWG
M<$![4H,EUWD2!X]X@/>4=FCZ73;XK9&UQU[,MQH9W"AU;7(
K#1GV0&)32N:#F'H'P_[K 8Y
MW_I//11EV:B[47;+:SO%TRF#NOWC_L"[23> .G3="/P_,)E"8RYV[_:F";";
M# BAA+L]O'':^#1W8@)A9+D.0?:B[W?[DU\2)1T70@,?-L1JXZ&!\*83$B
M$,_+M5BIHH3!VOU08'(RV!L%U,Y-^.RFUWNUUF[J>GVR=]?K)TYQC7NT[YT-
M]".'9%>24_H3(E.G"Q7$<;XLU4JC25:I/9)Q603!$:1POK7=3 EWS7
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MG&VT?&PR49R BR+]6Q
D*!])EB,6Z1?P=UO#67T$Q^N4__>3-S(J3>U_\_&("+[VV!K/$^NY-
MX53](NZL;^'4"1K\1<.Z F$\>6--G>C:"UY;S3<6SG+F^ #5:PM]N][D_L5_
M7B=O<."1^N#AAY.+T_]TIK,W_V'WFF^R3[1,*YQ8YD+QI5>>>OV5'NC5C#[]
MA]V6_]@!^/)++\"B[?#0>=<+>$D9] \$"DW[_498#I":"L;BO9 EZL.J9ECFP"$(56SS'A-/
M;^1^)L^A#"1BXBH :"AL6@4C"/+A:)4P)LN;T;T!QK6Z;P!Z5#)_>A 1\8'6:&RB+P[U&\
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M[OWJWQ&NDZMTE+"NV^Z>M9OERG&S;H4?57#$2L&.OS"0$ZL9NG>:A,!IOA\>Y6,=@"$!NHYIZ\/;5>VLUJO4>R
M#A$(#".0*F3\^_ NE!_=[T?W^^-W
MOP]:Y\.5RO<_A&K^_-SO1Z?[+A-G5KHH\V2%R]'I?GBI]UO(F"_FXU\$B>=Z
M?IIXM^)*C-/(2SP1?_@Q]E/00S&E'G73-*%1OTX^.!'>@XTO14307$S#%(A0
M,PW?2@./'Z*7XQ>6*\;>U/'CGU]\^O+QQ2^=)OVGE:U^*_ ]V**[QJ*[=1=M
M]UN/>M$EE/Z'G/0?\E[(K^39KTW_YE-$Q;LP()D.N_&]&"79O'61\V@9I&17
MK,L@