Kraig Biocraft Laboratories, Inc.
For the period ended Mar 31, 2025. Filed May 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 15, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-13.
0001493152-24-045153
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010985
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 67 previous paragraphs and 69 current paragraphs.
25 unchanged; 17 reworded; 26 added; 15 removed; 10 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
Through our technologies, the introduction of the gene sequence based on those found in native spider silk, results in a germline transformation and is therefore self-perpetuating. Our recombinant spider silk fibers incorporate the silk proteins found in spider silk with native silkworm silk proteins. This combination of native silkworm proteins combined with spider silk protein structures results in new and unique recombinant silk fibers. This technology is in essence a protein expression platform which has other potential applications including diagnostics and pharmaceutical production. Moreover, our technologies are “green” inasmuch as our fibers and textiles are derived from nature and do not use any petrochemicals as an input into the fibers.
Current report
Note Financing
Current report
On January 18, 2022, we entered into a securities purchase agreement with YA II PN, LTD., a Cayman Islands exempt company (“Yorkville”), pursuant to which Yorkville purchased secured convertible debentures (the “Securities Purchase Agreement”) in the aggregate principal amount of USD$3,000,000 (the “Convertible Debentures”), which are convertible into shares of Common Stock (as converted, the “Conversion Shares”), of which a secured convertible debenture (the “First Convertible Debenture”) in the principal amount of $1,500,000 (the “First Convertible Debenture Purchase Price”) shall be issued upon signing the Securities Purchase Agreement and a secured convertible debenture (the “Second Convertible Debenture,” together with the First Convertible Debenture, each a “Convertible Debenture” and collectively, the “Convertible Debentures”) in the principal amount of $1,500,000 (the “Second Convertible Debenture Purchase Price”) shall be issued on or about the date that the Securities and Exchange Commission declares the registration statement registering the shares of common stock underlying the notes effective (collectively, the First Convertible Debenture Purchase Price and the Second Convertible Debenture Purchase Price shall collectively be referred to as the “Purchase Price”) (the “Yorkville Transaction”). These additional funds, together with those from the previously completed transactions we conducted with Yorkville between December 2020 and March 2021, account for an $8 million total Yorkville investment; as of November 17, 2022, all debentures to Yorkville pursuant thereto have been satisfied. The Company also issued Yorkville a warrant to purchase 12,500,000 shares of the Company’s Common Stock, at an initial exercise price of $0.12 per share and a warrant to purchase 4,285,714 shares of the Company’s Common Stock, at an initial exercise price of $0.14 per share. The warrants have a term of five (5) years and can be exercised via cashless exercise. If the Company issues or sells securities at a price less than the applicable warrant exercise price, the exercise price of the applicable warrant shall be reduced to such lower price. The warrants also have the same ownership cap as set forth in the Convertible Debentures, as described below.
Current report
In connection with the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with Yorkville, pursuant to which the Company agreed to register all of the shares of Common Stock underlying the Convertible Debentures and warrants and with respect to subsequent registration statements, if any, such number of shares of Common Stock as requested by Yorkville not to exceed 300% of the maximum number of shares of Common Stock issuable upon conversion of all Convertible Debentures then outstanding (assuming for purposes hereof that (x) such Convertible Debentures are convertible at the then current conversion price and (y) any such conversion shall not take into account any limitations on the conversion of the Convertible Debentures set forth therein, in each case subject to any cutbacks set forth in the Registration Rights Agreement.
Current report
Upon signing the letter of intent for the Yorkville Transaction, the Company paid $10,000 to an affiliate of Yorkville, for due diligence and structuring.
Current report
The Securities Purchase Agreement also contained customary representation and warranties of the Company and the Investor, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
Current report
The foregoing description of the Securities Purchase Agreement, Convertible Debentures, Warrant, Security Agreement, IP Security Agreement, Registration Rights Agreement and Guaranty Agreement is qualified by reference to the full text of the forms of Securities Purchase Agreement, Convertible Debenture and Warrant, which are filed as Exhibits hereto and incorporated herein by reference.
Current report
Maxim Group LLC received a cash placement agent fee of $230,000.
Current report
Standby Equity Purchase Agreement
Current report
On January 21, 2025, we entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.10.
Current report
Pursuant to the SEPA, the Company has the right to sell to the Investor up to $10 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock to the Investor under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to the Investor under the SEPA except in connection with notices that may be submitted by the Investor, in certain circumstances as described below.
Current report
Upon the satisfaction of the conditions to the Investor’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct the Investor to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to the Investor (“Advance Notice”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.
Current report
In addition to the satisfaction of the conditions, the Investor shall not be obligated to purchase or acquire, and shall not purchase or acquire, any common stock under the SEPA which, when aggregated with all other common stock beneficially owned by the Investor and its affiliates, would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) of a number of shares of common stock exceeding 4.99% of the then outstanding voting power or number of common shares. In addition, in no event shall an Advance exceed the number of common shares registered in respect of the transactions contemplated hereby under the registration statement then in effect.
Current report
The Company shall pay the Investor a structuring fee in an amount of $25,000, of which $10,000 has been paid, and $15,000 shall be paid on the earlier of (a) the Closing of the first Advance, or (b) the termination of the SEPA. Additionally, within three days of signing the SEPA (the “Effective Date”), the Company shall pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”) consisting of such number of Common Shares that is equal to the Commitment Fee divided by the average of the daily VWAPs of the Common Shares during the 3 Trading Days immediately prior to the Effective Date (the “Commitment Shares”). The Commitment Shares issuable hereunder shall be included on the initial Registration Statement.
Current report
The SEPA will automatically terminate on the earliest to occur of (i) 36-month anniversary of the Effective Date or (ii) the date on which the Investor shall have made payment of Advances pursuant to the SEPA for shares of common stock equal to the Commitment Amount. The Company has the right to terminate the SEPA at no cost or penalty upon five (5) trading days’ prior written notice to the Investor, provided that there are no outstanding Advance Notices for which shares of common stock need to be issued. Neither the Company nor the Investor may assign or transfer their respective rights and obligations under the SEPA, and no provision of the SEPA may be modified or waived other than by an instrument in writing signed by both parties.
Current report
The SEPA contains customary representations, warranties, conditions, and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Current report
The net proceeds received by the Company under the SEPA will depend on the frequency and prices at which the Company sells its shares of common stock to the Investor. The Company expects that any proceeds received from such sales to the Investor will be used for working capital and general corporate purposes.
Current report
During the three months ended March 31, 2025, the Company sold 2,213,333 shares of Common Stock in exchange for $168,363.
Current report
Our financing activities resulted in a cash inflow of $158,237 for the three months ended March 31, 2025, which is represented by $168,237 proceeds from the sale of stock and $10,000 payment in debt offering costs.
Current report
Recently Adopted Accounting Pronouncements
Current report
In November 2023, the FASB issued ASU No. 2023-07,Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, to require enhanced disclosures that include reportable segment expenses. The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance. Such disclosures apply to entities with a single reportable segment. These amendments were effective for the Company in 2024 and retrospectively to all prior periods using the significant segment expense categories identified. The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s consolidated financial statements.
Current report
Recently Issued Accounting Pronouncements
Current report
In November 2024, the FASB issued ASU No. 2024-03,Disaggregation of Income Statement Expensesto improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses including purchases of inventory, employee compensation, depreciation and intangible asset amortization in commonly presented expense captions such as cost of sales, selling, general and administrative expense, and research and development. These amendments are effective for the Company for annual periods in 2027, applied prospectively, with early adoption permitted, and interim periods beginning in 2028. The Company intends to adopt the amendments in this update prospectively in 2027 for annual periods and in 2028 for interim periods. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, as the requirements only require more detailed disclosures in the footnotes to the Company’s consolidated financial statements.
Current report
In March 2024, the FASB issued ASU No. 2024-02,Codification Improvements - Amendments to Remove References to the Concepts Statementsto remove various references to concepts statements from the FASB Accounting Standards Codification. This guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.
Current report
In March 2024, the FASB issued ASU No. 2024-01,*Compensation - Stock Compensation (Topic 718) - Scope Application of Profits Interest and Similar Awards,to clarify whether profits interest and similar awards should be accounted for in accordance withTopic 718, Compensation - Stock Compensation.*The guidance applies to all business entities that issue profits interest awards as compensation to employees or nonemployees in exchange for goods or services. These amendments are effective for the Company for annual and interim periods in 2025, applied prospectively, with early adoption and retrospective application permitted. As the Company does not issue profit interest awards, the impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations.
Current report
In December 2023, the FASB issued ASU No. 2023-09,Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements.
Removed paragraphs (15)
Previous report
We are continuing to work with our non-CRISPR Cas9 platform technology to accelerate our R&D operations. We are refining that approach for our targeted end-market applications. We are simultaneously working with other technologies to advance, accelerate, and broaden our genetic engineering capabilities. All of these systems are built on our eco-friendly and cost-effective silkworm production system, which we believe is more advanced than current competing methods. Knock-in knock-out technology allows for the targeting of specific locations and genetic traits for modification, addition, and removal. We are implementing these gene editing technologies to develop new protein structures well beyond the native spider silk sequences that were used to create our Monster silk and dragon silk lines.
Previous report
Based on our internal analysis, management believes that these new platform technologies will allow us to outpace and surpass the performance of Dragon Silk, a fiber that we developed with our previous tools. Samples of Dragon Silk have already demonstrated to be tougher than many fibers used in bullet proof vests. We expect that this new approach will yield materials beyond those capabilities based upon its potential for significantly improved purity.
Previous report
In August 2019, we received authorization from governmental authorities to begin rearing genetically enhanced silkworms at our production facility in Vietnam. In October 2019, the Company delivered the first batch of these silkworms and began operations. These silkworms served as the basis for the commercial expansion of our proprietary silk technology. On November 4, 2019, we reported that we had successfully completed rearing the first batch of its transgenic silkworms at the Quang Nam production factory. Seasonal challenges in late December 2019 slowed production operations, and governmental restrictions imposed due to the global COVID-19 pandemic further delayed our operations in 2020. In 2021, we received the first shipment of silk from our factory in Vietnam despite obstacles relating to the global pandemic. Production operations in 2022 and early 2023 were hampered by unseasonable climate fluctuations and poor robustness of the silkworm strains we were utilizing at that time. To address these challenges, we have taken significant steps to improve the genetics of our silkworms and radically improve our internal procedures at Kraig labs and Prodigy Textiles to strengthen our operations. We believe that we will be able to target metric tons of capacity of our recombinant spider silk fiber per annum from our operations once we overcome the current challenges and reach maximum utilization. This capacity will allow us to address the initial demand for our products and materials for various applications in the protective, performance, and luxury textile markets.
Previous report
Impact of COVID-19 Outbreak
Previous report
On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world relating to coronavirus include restrictions on travel, quarantines in certain areas, and forced closures for certain types of public places and businesses. Governmental actions taken relating to coronavirus are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While the closures and limitations on movement, domestically and internationally, are expected to be temporary, if these actions continue, the duration of the supply chain disruption could reduce the availability or result in delays, of materials or supplies to and from the Company, which in turn could materially interrupt the Company’s business operations. Given the speed and frequency of the continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its consolidated results of operations. We have taken every known and reasonable precaution possible to ensure the safety of our employees.
Previous report
On March 19, 2020, we furloughed non-essential staff in response to governmental regulations relating to COVID. This decision primarily impacted staff at our fully owned subsidiary, Prodigy Textiles, in Vietnam and resulted in the temporary closing of silk rearing operations at that facility. As of the date hereof, we have resumed silk production operations at the factory in Vietnam. The Company supported its furloughed staff and paid their salaries during all mandatory closures. During the duration of the furlough, the Company’s CEO voluntarily waved the payment or accrual of his salary. The Company leveraged this forced closure time to improve its production infrastructure based on the lessons learned from its operations. After the mandated closure, the Company has enhanced its production operations with process automation, moved its production headquarters to a facility designed for silk production, created a more self-reliant supply chain, and established a microbiology laboratory in its factory for enhanced quality control. On October 24, 2020, silk production operations at the factory resumed.
Previous report
The actions of governments in response to COVID, both domestic and foreign, impacted our ability to transport goods, people, essential equipment, and other items essential to our production. In turn, these restrictions are impacting our ability to produce intermediate and end products and are delaying our timelines for commercialization and revenue.
Previous report
Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including losses on inventory; impairment losses related to goodwill and other long-lived assets and current obligations.
Previous report
Gain on Impairment of Right of Use Asset: Impairment of right of use asset increased by $30,084 to $30,084 for the three-month period ended September 30, 2024, from $0 for the three month period ended September 30, 2023. This increase was due to the Company’s negotiations to terminate its ROU lease arrangement.
Previous report
Net Loss: Net loss decreased by $116,073, or 21.13%, to a net loss of $433,200 for the three-month period ended September 30, 2024 from a net loss of $549,273 for the three month period ended September 30, 2023. This decrease in net loss was primarily attributable to decreases in general and administrative expenses, officers salary, and research and development and offset by an increase in professional fees.
Previous report
Nine months ended September 30, 2024, compared to the nine months ended September 30, 2023:
Previous report
Interest Expense: Interest expense increased by $34,625 to $393,713 for the nine-month period ended September 30, 2024, from $359,088 for the nine month period ended September 30, 2023. The increase was primarily due to interest on certain Company loans.
Previous report
Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.
Previous report
In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.
Previous report
This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.
Reworded paragraphs (17)
Previous wording
Kraig Biocraft Laboratories, Inc. is a corporation organized under the laws of Wyoming on April 25, 2006. Kraig Labs was organized to develop high strength fibers using recombinant DNA technology for commercial applications in technical textile. We use genetically engineered silkworms that produce spider silk proteins to create our recombinant spider silk. Potential applications include performance apparel, workwear, filtration, luxury fashion, flexible composites, medical implants, cosmetics and more. We believe that we have been a leader in the research and development of commercially scalable and cost-effective spider silk for technical textile and non-fibrous applications. Our primary proprietary fiber technology includes natural and engineered variants of spider silk produced in domesticated mulberry silkworms. Our business brings twenty-first century biotechnology to the historical silk industry, permitting us to introduce materials with innovative properties and claims into an established commercial ecosystem of silkworm rearing, silk spinning and weaving, and manufacture of garments and other products that can include our specialty fibers and textiles. Specialty fibers are engineered for specific uses that require exceptional strength, flexibility, heat resistance and/or chemical resistance. The specialty fiber market is exemplified by two synthetic fiber products that come from petroleum derivatives: (1) aramid fibers; and (2) ultra-high molecular weight polyethylene fibers. The technical textile industry involves products for both industrial and consumer products, such as filtration fabrics, medical textiles (e.g., sutures and artificial ligaments), safety and protective clothing and fabrics used in military and aerospace applications (e.g., high-strength composite materials).
Current wording
Kraig Biocraft Laboratories, Inc., a Wyoming corporation, is a corporation organized to develop high strength fibers using recombinant DNA technology for commercial applications including technical textiles. We use genetically engineered silkworms that produce spider silk proteins to create our recombinant spider silk. Applications include performance apparel, workwear, filtration, luxury fashion, flexible composites, medical implants, cosmetics and more. We believe that we are a world leader in the research, development, and production of commercially scalable and cost-effective spider silk fiber. Our primary proprietary fiber technology utilizes natural and engineered variants of spider silk produced in domesticated mulberry silkworms. Our business brings twenty-first century biotechnology to the historical silk industry. We are introducing materials with innovative properties into an established commercial ecosystem of silkworm rearing, silk spinning, weaving, and manufacture of garments and other products.
Previous wording
We are using genetic engineering technologies to develop fibers with greater strength, resiliency and flexibility for use in our target markets, namely the specialty fiber and technical textile industries.
Current wording
We are using genetic engineering technologies to develop fibers with greater strength, resiliency, and flexibility for use in our target markets, including the specialty fiber and technical textile industries . We believe that the genetically engineered protein-based fibers we seek to produce have properties that are in some ways superior to the materials currently available in the marketplace. Production of our product in commercial quantities holds what we believe to be potential life-saving ballistic resistant material, which we believe is lighter, thinner, more flexible, and tougher than steel. Other potential applications for spider silk based recombinant fibers include use as structural material and for any application in which light weight and high strength are required. We believe that fibers made with recombinant protein-based polymers will make significant inroads into the specialty fiber and technical textile markets.
Previous wording
The Report of Independent Registered Public Accounting Firm to our financial statements as of December 31, 2023, includes an explanatory paragraph stating that our net loss from operations and net capital deficiency at December 31, 2023, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
The Report of Independent Registered Public Accounting Firm to our financial statements as of December 31, 2023, and as of December 31, 2024, include an explanatory paragraph stating that our net loss from operations and net capital deficiency at December 31, 2024 raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
Research and development expenses: During the three months ended September 30, 2024, we incurred $24,968 of research and development expenses. During the three months ended September 30, 2023, we incurred $39,129 of research and development expenses. This was a decrease of $14,161 or 36.19% in 2024 compared with the same period in 2023. This decrease was due to a decrease in research spending.
Current wording
Research and development expenses: During the three months ended March 31, 2025, we incurred $23,876 of research and development expenses. During the three months ended March 31, 2024, we incurred $29,435 of research and development expenses. This was a decrease of $5,559 or 18.89% in 2025 compared with the same period in 2024. This decrease was due to a decrease in research spending.
Previous wording
Professional Fees: During the three months ended September 30, 2024, we incurred $40,922 of professional expenses, which increased by $17,628 or 75.68% from $23,294 for the three months ended September 30, 2023. This increase was primarily due to an increase in professional fees and in investor relations services.
Current wording
Professional Fees: During the three months ended March 31, 2025, we incurred $63,035 of professional expenses, which increased by $13,147 or 17.26% from $76,182 for the three months ended March 31, 2024. This increase was primarily due to an increase in professional fees and in investor relations services.
Previous wording
Officers Salary: During the three months ended September 30, 2024, officers’ salary expenses decreased to $152,609 or % 11.45 from $172,335 for the three months ended September 30, 2023. This change was primarily due to a 6.0% annual increase for the Company’s CEO and offset by a bonus paid to the Company’s COO for the three months ended September 30, 2023.
Current wording
Officers Salary: During the three months ended March 31, 2025, officers’ salary expenses decreased to $184,730 or 3.36% from $178,718 for the three months ended March 31, 2024. This change was primarily due to a 6.0% annual increase for the Company’s CEO and offset by a bonus paid to the Company’s COO for the three months ended March 31, 2025.
Previous wording
General and Administrative Expense: General and administrative expenses decreased by $19,389 or 8.63% to $205,298 for the three months ended September 30, 2024, from $224,687 for the three months ended September 30, 2023. Our general and administrative expenses for the three months ended September 30, 2024, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $83,241, travel of $10,640, and office salary of $97,252 for a total of $205,298. Our general and administrative expenses for the three months ended September 30, 2023, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $107,083, travel of $4,243, and office salary of $113,361 for a total of $224,687.
Current wording
General and Administrative Expense: General and administrative expenses increased by $144,476 or 87.89% to $308,851 for the three months ended March 31, 2025, from $164,375 for the three months ended March 31, 2024. Our general and administrative expenses for the three months ended March 31, 2025, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $138,161, travel of $10,900, and office salary of $129,790 for a total of $308,851.
Previous wording
Net Change in Unrealized Appreciation and Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $95,475 to $78,420 for the three-month period ended September 30, 2024, from depreciation of $17,055 for the three month period ended September 30, 2023. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.
Current wording
Net Change in Unrealized Appreciation and Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $73,925 to $117,488 for the three-month period ended March 31, 2025, from appreciation of $43,563 for the three month period ended March 31, 2024. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.
Previous wording
Interest Expense: Interest expense increased by $10,921 to $132,890 for the three-month period ended September 30, 2024, from $121,969 for the three month period ended September 30, 2023. The increase was primarily due to interest on certain Company loans.
Current wording
Interest Expense: Interest expense increased by $10,414 to $140,348 for the three-month period ended March 31, 2025, from $129,934 for the three month period ended March 31, 2024. The increase was primarily due to interest on certain Company loans.
Previous wording
Net Loss: Net loss increased by $842,118, or 49.39%, to a net loss of $2,547,264 for the nine-month period ended September 30, 2024, from a net loss of $1,705,146 for the nine month period ended September 30, 2023. This increase in net loss was primarily attributable to increases in general and administrative expenses, professional fees and officers’ salary and offset by a decrease in research and development expenses.
Current wording
Net Loss: Net loss increased by $92,158, or 18.15%, to a net loss of $600,033 for the three-month period ended March 31, 2025 from a net loss of $507,875 for the three month period ending March 31, 2024. This increase in net loss was primarily attributable to increases in general and administrative expenses, officers’ salary, and offset by a decrease in research and development and professional fees.
Previous wording
Our financial statements have been presented on the basis that we have a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the unaudited condensed financial statements, we incurred a net loss of $2,547,264 during the nine months ended September 30, 2024, and losses are expected to continue in the near term. The accumulated deficit is $52,234,044 at September 30, 2024. Refer to Note 2 for our discussion of stockholder deficit. We have been funding our operations through private loans and the sale of common stock in private placement transactions. Our cash resources are insufficient to meet our planned business objectives without additional financing. These and other factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of our company to continue as a going concern.
Current wording
Our financial statements have been presented on the basis that we have a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the unaudited condensed financial statements, we incurred a net loss of $600,033 during the three months ended March 31, 2025, and losses are expected to continue in the near term. The accumulated deficit is $53,685,752 at March 31, 2025. Refer to Note 2 for our discussion of stockholder deficit. We have been funding our operations through private loans and the sale of common stock in private placement transactions. Our cash resources are insufficient to meet our planned business objectives without additional financing. These and other factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of our company to continue as a going concern.
Previous wording
Management anticipates that significant additional expenditures will be necessary to develop and expand our business before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At September 30, 2024, we had $1,190,027 of cash on hand. These funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.
Current wording
Management anticipates that significant additional expenditures will be necessary to develop and expand our business before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At March 31, 2025, we had $397,001 of cash on hand. These funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.
Previous wording
At September 30, 2024, we had a working capital deficit of $8,102,679, compared to a working capital deficitof $6,311,900 at December 31, 2023. Current liabilities increased to $9,340,819 at September 30, 2024, from $8,885,610 at December 31, 2023, primarily as a result of accounts payable – related party.
Current wording
At March 31, 2025, we had a working capital deficit of $9,373,405, compared to a working capital deficitof $8,874,143 at December 31, 2024. Current liabilities increased to $9,826,119 at March 31, 2025, from $9,614,428 at December 31, 2024, primarily as a result of accounts payable – related party.
Previous wording
For the nine months ended September 30, 2023, net cash used in operations of $916,762 was the result of a net loss of $1,705,146 offset by depreciation expense of $20,042, net change in unrealized depreciation in gold bullions of $4,526, warrants issuance of $168,001, imputed interest on related party loans of $60,472, decrease in prepaid expenses of $15,503, decrease in operating lease right of use of $37,476, an increase of accrued expenses and other payables-related party of $550,626, decrease in accounts payable of $20,686 and a decrease in operating lease liabilities of $37,476.
Current wording
For the three months ended March 31, 2025, net cash used in operations of $434,499 was the result of a net loss of $600,033 offset by depreciation expense of $5,683, net change in unrealized appreciation in gold bullions of $117,488, warrants issuance of $34,487, imputed interest on related party loans of $19,936, a decrease in prepaid expenses of $11,308, a decrease in operating lease right of use of $13,520, an increase of accrued expenses and other payables-related party of $195,647, decrease in accounts payable of $12,450 and a decrease in operating lease liabilities of $14,206.
Previous wording
For the nine months ended September 30, 2024, net cash used in operations of $1,326,563 was the result of a net loss of $2,547,264 offset by depreciation expense of $20,107, net change in unrealized appreciation in gold bullions of $142,610, warrants issuance of $816,718, imputed interest on related party loans of $60,693, an increase in prepaid expenses of $29,984, an increase in operating lease right of use of $36,631, an increase of accrued expenses and other payables-related party of $521,912, decrease in accounts payable of $27,186 and a decrease in operating lease liabilities of $35,580.
Current wording
For the three months ended March 31, 2024, net cash used in operations of $489,527 was the result of a net loss of $507,875 offset by depreciation expense of $6,729, net change in unrealized appreciation in gold bullions of $43,563, warrants issuance/cancellation of $67,155, imputed interest on related party loans of $20,157, decrease in prepaid expenses of $10,858, and an increase in operating lease right of use of $11,865, an increase of accrued expenses and other payables-related party of $123,152, decrease in accounts payable of $32,181 and an increase in operating lease liabilities of $11,514.
Previous wording
Net cash used in our investing activities were $0 and $6,399 for the nine months ended September 30, 2024, and September 30, 2023, respectively. During the nine months ended September 30, 2023, the Company had net purchases of treasury bills of $2,587,811 and net proceeds from maturities of treasury bills of $2,587,811.
Current wording
Net cash used in our investing activities were $0 and $0 for the three months ended March 31, 2025, and March 31, 2024, respectively.
Previous wording
Our financing activities resulted in a cash outflow of $35,244 for the nine months ended September 30, 2024, which is represented by $35,244 loan repayment.
Current wording
Our financing activities resulted in a cash outflow of $15,000 for the three months ended March 31, 2024, which is represented by $15,000 loan repayment.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Our general and administrative expenses for the three months ended March 31, 2024 consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $5,007, travel of $13,366, and office salary of $111,048 for a total of $164,375.
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
Our revenue, operating expenses, and net loss from operations for the nine month period ended September 30, 2024, as compared to the nine month period ended September 30, 2023, were as follows – some balances on the prior period’s combined financial statements have been reclassified to conform to the current period presentation:
Previous report — wording carried elsewhere
Net Revenues: During the nine months ended September 30, 2024, we realized $0 of revenues from our business. During the nine months ended September 30, 2023, we realized $0 of revenues from our business. The change in revenues between the quarter ended September 30, 2024, and 2023 was $0 or 0%.
Previous report — wording carried elsewhere
Cost of Revenues: Costs of revenues for the nine months ended September 30, 2024, were $0, as compared to $0 for the nine months ended September 30, 2023, a change of $0 or 0%.
Previous report — wording carried elsewhere
Gross Profit: During the nine months ended September 30, 2024, we realized a gross profit of $0, as compared to $0 for the nine months ended September 30, 2023, a change of $0 or 0%.
Previous report — wording carried elsewhere
Research and development expenses: During the nine months ended September 30, 2024, we incurred $103,817 of research and development expenses. During the nine months ended September 30, 2023, we incurred $165,256 of research and development expenses. This was a decrease of $61,439 or 37.18% in 2024 compared with the same period in 2023. This decrease was due to a decrease in research spending.
Previous report — wording carried elsewhere
Professional Fees: During the nine months ended September 30, 2024, we incurred $221,302 of professional expenses, which increased by $131,912 or 147.57% from $89,390 for the nine months ended September 30, 2023. This increase was primarily due to an increase in professional fees and in investor relations services.
Previous report — wording carried elsewhere
Officers Salary: During the nine months ended September 30, 2024, officers’ salary expenses increased to $566,115 or 9.80% from $515,584 for the nine months ended September 30, 2023. This change was primarily due to a 6% annual increase for the Company’s CEO and offset by a bonus paid to the Company’s COO for the nine months ended September 30, 2023.
Previous report — wording carried elsewhere
General and Administrative Expense: General and administrative expenses increased by $810,954 or 123.53% to $1,467,411 for the nine months ended September 30, 2024, from $656,457 for the nine months ended September 30, 2023. Our general and administrative expenses for the nine months ended September 30, 2024, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $962,770, travel of $51,347, consulting of $ 117,364, and office salary of $335,930 for a total of $1,262,113. Our general and administrative expenses for the nine months ended September 30, 2023, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of 381,080, travel of $16,411, and office salary of $258,966 for a total of $656,457.
Previous report — wording carried elsewhere
Net Change in Unrealized Appreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $138,083 to $142,609 for the nine-month period ended September 30, 2024, from $4,526 for the nine month period ended September 30, 2023. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.
Previous report — wording carried elsewhere
Our financing activities resulted in a cash outflow of $45,000 for the nine months ended September 30, 2023, which is represented by $45,000 loan repayment.