Kraig Biocraft Laboratories, Inc - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	TRANSITION REPORT PURSUANT TO PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____ to _____

Commission File Number: 000-56232

KRAIG BIOCRAFT LABORATORIES, INC.

(Exact Name of Registrant as Specified in Charter)

Wyoming

83-0459707

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification No.)

2723 South State St. Suite 150

Ann Arbor, Michigan 48104

(Address of Principal Executive Offices)

(734) 619-8066

(Registrant’s telephone number, including area code)

(Former name and address, if changed since last report)

Copies to:

Hunter Taubman Fischer & Li LLC

950 Third Ave., 19^th Floor

New York, NY 10022

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
None		-		-

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2023, there were 1,033,374,219 shares of the issuer’s Class A common stock, no par value per share, outstanding, 0 shares of the issuer’s Class B common stock, no par value per share, outstanding and 2 shares of preferred stock, no par value per share, outstanding.

TABLE OF CONTENTS

	Page

PART I FINANCIAL INFORMATION

Item 1. Unaudited Condensed Financial Statements:

Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)	3

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the three and six months ended June 30, 2023 and 2022	4

Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 (Unaudited)	5

Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 (Unaudited)	6

Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2023 and 2022	7

Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3. Quantitative and Qualitative Disclosures about Market Risk	38

Item 4. Controls and Procedures	38

PART II OTHER INFORMATION

Item 1. Legal proceedings	39

Item 1A. Risk Factors	39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3. Defaults upon Senior Securities	39

Item 4. Mine Safety Disclosures	39

Item 5. Other information	39

Item 6. Exhibits	39

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

	June 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	1,436,861		$	3,862,716
Investment in U.S. Treasury Bills at fair value (cost: $1,714,790 and $0)		1,727,811			-
Inventory		6,580			6,580
Prepaid expenses		1,728			15,665
Deposit		98,480			98,480
Total Current Assets		3,271,460			3,983,441

Property and Equipment, net		75,104			87,861
Investment in gold bullions (cost $450,216 and $450,216, respectively)		458,832			437,251
Operating lease right-of-use asset, net		34,814			58,849
Security deposit		3,518			3,518

Total Assets	$	3,843,728		$	4,570,920

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	527,919		$	540,339
Note payable - related party		1,617,000			1,617,000
Royalty agreement payable - related party		65,292			65,292
Accounts payable and accrued expenses - related party		6,043,760			5,715,008
Operating lease liability, current		18,019			39,200
Loan payable		65,244			95,244
Total Current Liabilities		8,337,234			8,072,083

Long Term Liabilities
Operating lease liability, net of current		17,145			20,697
Total Liabilities		8,354,379			8,092,780

Commitments and Contingencies (Note 9)		-			-

Stockholders’ Deficit
Preferred stock, no par value; unlimited shares authorized, none, issued and outstanding		-			-
Preferred stock Series A, no par value; 2 and 2 shares issued and outstanding, respectively		5,217,800			5,217,800
Preferred stock value
Common stock Class A, no par value; unlimited shares authorized, 1,033,374,219 and 1,030,940,008 shares issued and outstanding, respectively		27,160,611			27,060,611
Common stock Class B, no par value; unlimited shares authorized, no shares issued and outstanding		-			-
Common stock value		-			-
Common Stock Issuable, 1,122,311 and 1,122,311 shares, respectively		22,000			22,000
Additional paid-in capital		10,888,790			10,834,729
Accumulated Other comprehensive income		13,021			-
Accumulated Deficit		(47,812,873	)		(46,657,000	)

Total Stockholders’ Deficit		(4,510,651	)		(3,521,860	)

Total Liabilities and Stockholders’ Deficit	$	3,843,728		$	4,570,920

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	For the Three Months Ended						For the Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Revenue	$	-		$	-		$	-		$	-

Operating Expenses
General and Administrative		220,667			212,419			431,770			425,438
Professional Fees		31,349			109,534			66,096			229,914
Officer’s Salary		171,625			164,845			343,249			349,653
Research and Development		57,035			49,869			126,127			77,373
Total Operating Expenses		480,676			536,667			967,242			1,082,378

Loss from Operations		(480,676	)		(536,667	)		(967,242	)		(1,082,378	)

Other Income/(Expenses)
Net change in unrealized gain (loss) on investment in gold bullion		(11,771	)		(28,352	)		21,581			(5,401	)
Interest expense		(119,282	)		(298,444	)		(237,119	)		(460,331	)
Amortization of debt issue costs		-			(174,669	)		-			(536,701	)
Interest income		22,638			-			26,907			-
Total Other Income/(Expenses)		(108,415	)		(501,465	)		(188,631	)		(1,002,433	)

Net (Loss) before Provision for Income Taxes		(589,091	)		(1,038,132	)		(1,155,873	)		(2,084,811	)

Provision for Income Taxes		-			-			-			-

Net (Loss)	$	(589,091	)	$	(1,038,132	)	$	(1,155,873	)	$	(2,084,811	)

Other Comprehensive Income
Change in unrealized value of available-for-sale securities, net of income tax	$	13,021		$	-		$	13,021		$	-

Total Comprehensive Loss	$	(576,070	)	$	(1,038,132	)	$	(1,142,852	)	$	(2,084,811	)

Net Income (Loss) Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding during the period - Basic and Diluted		1,033,374,219			955,149,900			1,032,728,682			949,454,169

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statement of Changes in Stockholders Deficit

For the three and six months ended June 30, 2023

(Unaudited)

	Shares		Par		Shares		Par		Shares		Par		Shares		Par		APIC			Income		Deficit			Total
	Preferred Stock - Series A				Common Stock - Class A				Common Stock - Class B				To be issued							Accumulated other Comprehensive		Accumulated
	Shares		Par		Shares		Par		Shares		Par		Shares		Par		APIC			Income		Deficit			Total

Balance, March 31, 2023 (Unaudited)		2	$	5,217,800		1,033,374,219	$	27,160,611		-	$	-		1,122,311	$	22,000	$	10,786,149		$	-	$	(47,223,782	)	$	(4,037,222	)

Warrants issued for services - related parties		-		-		-		-		-		-		-		-		80,997			-		-			80,997

Warrants issued for services		-		-		-		-		-		-		-		-		1,487			-		-			1,487

Imputed interest - related party		-		-		-		-		-		-		-		-		20,157			-		-			20,157

Other comprehensive income		-		-		-		-		-		-		-		-		-			13,021		-			13,021

Net loss for the three months ended June 30, 2023		-		-		-		-		-		-		-		-		-			-		(589,091	)		(589,091	)

Balance, June 30, 2023 (Unaudited)		2	$	5,217,800		1,033,374,219	$	27,160,611		-	$	-		1,122,311	$	22,000	$	10,888,790		$	13,021	$	(47,812,873	)	$	(4,510,651	)

Balance, December 31, 2022 (Audited)		2	$	5,217,800		1,030,940,008	$	27,060,611		-	$	-		1,122,311	$	22,000	$	10,834,729			-	$	(46,657,000	)	$	(3,521,860	)

Warrants issued for services - related parties		-		-		-		-		-		-		-		-		98,197			-		-			98,197

Warrants issued for services		-		-		-		-		-		-		-		-		15,771			-		-			15,771

Shares issued in connection with cashless warrants exercise		-		-		2,434,211		100,000		-		-		-		-		(100,000	)		-		-			-

Imputed interest - related party		-		-		-		-		-		-		-		-		40,093			-		-			40,093

Other comprehensive income		-		-		-		-		-		-		-		-		-			13,021		-			13,021

Net loss for the six months ended June 30, 2023		-		-		-		-		-		-		-		-		-			-		(1,155,873	)		(1,155,873	)

Balance, June 30, 2023 (Unaudited)		2	$	5,217,800		1,033,374,219	$	27,160,611		-	$	-		1,122,311	$	22,000	$	10,888,790		$	13,021	$	(47,812,873	)	$	(4,510,651	)

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statement of Changes in Stockholders’ Deficit

For the three and six months ended June 30, 2022

(Unaudited)

	Shares		Par		Shares		Par		Shares		Par		Shares		Par		APIC		Deficit			Total
	Preferred Stock - Series A				Common Stock - Class A				Common Stock - Class B				To be issued						Accumulated
	Shares		Par		Shares		Par		Shares		Par		Shares		Par		APIC		Deficit			Total
Balance, March 31, 2022 (Unaudited)		2	$	5,217,800		950,905,044	$	23,921,297		-	$	-		1,122,311	$	22,000	$	10,599,108	$	(43,861,665	)	$	(4,101,460	)

Warrants issued for services - related parties		-		-		-		-		-		-		-		-		49,370		-			49,370

Warrants issued for services		-		-		-		-		-		-		-		-		7,929		-			7,929

Convertible debt and accrued interest conversion into common stock ($0.045/Sh-$0.064/Sh)		-		-		23,507,693		1,285,781		-		-		-		-		-		-			1,285,781

Imputed interest - related party		-		-		-		-		-		-		-		-		21,708		-			21,708

Net loss for the three months ended June 30, 2022		-		-		-		-		-		-		-		-		-		(1,038,132	)		(1,038,132	)

Balance, June 30, 2022 (Unaudited)		2	$	5,217,800		974,412,737	$	25,207,078		-	$	-		1,122,311	$	22,000	$	10,678,115	$	(44,899,797	)	$	(3,774,804	)

	Preferred Stock - Series A				Common Stock - Class A				Common Stock - Class B				Class A Shares To be issued						Accumulated
	Shares		Par		Shares		Par		Shares		Par		Shares		Par		APIC		Deficit			Total
Balance, December 31, 2021 (Audited)		2	$	5,217,800		927,378,166	$	22,385,132		-	$	-		1,122,311	$	22,000	$	9,894,179	$	(42,814,986	)	$	(5,295,875	)
Balance		2	$	5,217,800		927,378,166	$	22,385,132		-	$	-		1,122,311	$	22,000	$	9,894,179	$	(42,814,986	)	$	(5,295,875	)

Warrants issued for services - related parties		-		-		-		-		-		-		-		-		103,069		-			103,069

Warrants issued for services		-		-		-		-		-		-		-		-		15,771		-			15,771

Exercise of warrants in exchange for cash ($0.06/Sh and $0.08/Sh)		-		-		11,097,959		739,864		-		-		-		-		-		-			739,864

Convertible debt and accrued interest conversion into common stock ($0.045/Sh-$0.064/Sh))		-		-		35,936,612		2,082,082		-		-		-		-		-		-			2,082,082

Imputed interest - related party		-		-		-		-		-		-		-		-		40,093		-			40,093

Beneficial conversion feature		-		-		-		-		-		-		-		-		625,003		-			625,003

Net loss for the six months ended June 30, 2022		-		-		-		-		-		-		-		-		-		(2,084,811	)		(2,084,811	)

Balance, June 30, 2022 (Unaudited)		2	$	5,217,800		974,412,737	$	25,207,078		-	$	-		1,122,311	$	22,000	$	10,678,115	$	(44,899,797	)	$	(3,774,804	)
Balance		2	$	5,217,800		974,412,737	$	25,207,078		-	$	-		1,122,311	$	22,000	$	10,678,115	$	(44,899,797	)	$	(3,774,804	)

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2023			2022
	For the six months ended June 30,

	2023			2022
Cash Flows From Operating Activities:
Net Loss	$	(1,155,873	)	$	(2,084,811	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation expense		12,757			14,721
Net change in unrealized appreciation and depreciation in gold bullions		(21,581	)		5,401
Change in fair value of marketable securities		13,021			-
Amortization of debt discount		-			536,701
Imputed interest - related party		40,093			40,093
Warrants issued/(cancelled) to consultants		113,968			118,840
Changes in operating assets and liabilities:
Decrease in prepaid expenses		13,937			9,453
Decrease in operating lease right-of-use, net		24,035			22,198
Increase in accrued expenses and other payables - related party		328,752			182,706
Decrease in accounts payable		(12,420	)		216,060
Decrease in operating lease liabilities, current		(24,733	)		(21,499	)
Net Cash Used In Operating Activities		(668,044	)		(960,137	)


Cash Flows From Investing Activities
Purchase of treasury bills		(2,587,811	)		-
Proceeds from maturity of treasury bills		860,000			-
Net Cash Used in Investing Activities		(1,727,811	)		-

Cash Flows From Financing Activities:
Repayment of notes payable - related party		-			(40,000	)
Proceeds from convertible note payable, net of original issue discount		-			2,990,000
Payment of debt offering costs		-			(230,000	)
Principal payments on debt		(30,000	)		(30,000	)
Proceeds from warrant exercise		-			739,864
Net Cash Provided by and Used in Financing Activities		(30,000	)		3,429,864

Net Change in Cash and Cash Equivalents		(2,425,855	)		2,469,727

Cash and Cash Equivalents at Beginning of Period		3,862,716			2,355,060

Cash and Cash Equivalents at End of Period	$	1,436,861		$	4,824,787

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	$	100,000		$	-
Beneficial conversion feature in connection with convertible debt	$	-		$	625,003
Shares issued in connection with convertible note payable	$	-		$	2,082,082

Kraig Biocraft Laboratories, Inc.

Notes to Condensed Consolidated Financial Statements as of June 30, 2023

(Unaudited)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 29, 2023.

Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.

On July 15, 2022, the Company signed an agreement with Global Silk Solutions Joint Stock Company (GSS). Under this agreement, GSS will serve as a contract manufacturer for the Company’s recombinant spider silk.

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.

On March 5, 2018, the Company issued a board resolution authorizing investment in a Vietnamese subsidiary and appointing a representative for the subsidiary.

On April 24, 2018, the Company announced that it had received its investment registration certificate for its new Vietnamese subsidiary Prodigy Textiles Co., Ltd.

On May 1, 2018, the Company announced that it had received its enterprise registration certificate for its new Vietnamese subsidiary Prodigy Textiles Co., Ltd

Foreign Currency

The assets and liabilities of Prodigy Textiles, Co., Ltd. (the Company’s Vietnamese subsidiary) whose functional currency is the Vietnamese Dong, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date.

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 liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of demand deposits at financial institutions, money market funds, and highly liquid investments with original maturities of three months or less.

As of June 30, 2023 and December 31, 2022, the Company had $1,436,861 and $3,862,716, in cash and cash equivalent accounts.

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by the Financial Accounting Standards Board (“FASB” Accounting Standards Codification (“ASC”) No. 260, “Earnings per Share.” For June 30, 2023 and 2022, 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 for June 30, 2023 and December 31, 2022 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	June 30, 2023		December 31, 2022

Stock Warrants (Exercise price - $0.001- $0.25/share)		48,460,714		54,660,032
Stock Options (Exercise price - $0.1150/Share)		26,520,000		26,520,000
Convertible Preferred Stock		2		2
Total		74,980,716		81,180,034

Investments

The Company has investments Treasury Bills. The Treasury Bills have remaining terms ranging from one month to three months on June 30, 2023.

The Company classifies its investments in Treasury Bills as available-for-sale, accounted for at fair value with unrealized gains and losses recognized in other comprehensive gain on the statement of operations and comprehensive loss.

The cost and estimated fair value of the Company’s investments are as follows:

			Gross
			unrealized		Fair
	Cost		gain		value
December 31, 2022	$	-	$	-	$	-
Treasury Bills	$	1,714,790	$	13,021	$	1,727,811
Total Investments, June 30, 2023	$	1,714,790	$	13,021	$	1,727,811

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.

For the three months ended June 30, 2023 and 2022, the Company had $57,035 and $49,869 respectively, in research and development costs.

For the six months ended June 30, 2023 and 2022, the Company had $126,127 and $77,373 respectively, in research and development costs

Advertising Expense

The Company follows the policy of charging the costs of advertising to expense as incurred. There was no advertising expense in the three and six months ended June 30, 2023 and 2022.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC No. 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 No. 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.

Stock-Based Compensation

The Company accounts for stock-based compensation for employees and directors in accordance with ASC 718, Compensation (“ASC 718”). ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations based on their fair values. Under the provisions of ASC 718, stock-based compensation costs are measured at the grant date, based on the fair value of the award, and are recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant). The fair value of the Company’s common stock options are estimated using the Black Scholes option-pricing model with the following assumptions: expected volatility, dividend rate, risk free interest rate and the expected life. The Company expenses stock-based compensation by using the straight-line method. In accordance with ASC 718 and, excess tax benefits realized from the exercise of stock-based awards are classified as cash flows from operating activities. All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the condensed consolidated statements of operations.

The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in ASU 2018-07.

Recent Accounting Pronouncements

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted the guidance under ASU 2020-06 on January 1, 2022. The adoption of this guidance and had no material impact on the Company’s financial statements.

Equipment

The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life.

In accordance with FASB ASC 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 for the six months ended June 30, 2023 and 2022.

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 and cash equivalents, 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:

	●	Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. We believe our carrying value of level 1 instruments approximate their fair value at June 30, 2023 and 2022.

	●	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.

The following are the major categories of assets measured at fair value on a recurring basis: as of June 30, 2023 and December 31, 2022, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

The Company has consistently applied the valuation techniques in all periods presented. The following table presents the Company’s assets which were measured at fair value at June 30, 2023 and December 31, 2022:

	June 30, 2023								December 31, 2022
	Fair Value Measurement Using								Fair Value Measurement Using
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Assets:
Investment in gold	$	458,832	$	-	$	-	$	458,832	$	437,251	$	-	$	-	$	437,251
Treasury bills		1,727,811		-		-		1,727,811		-		-		-		-
Money market fund	$	1,212,045	$	-	$	-	$	1,212,045	$	-	$	-	$	-	$	-
Total	$	3,398,688	$	-	$	-	$	3,398,688	$	437,251	$	-	$	-	$	437,251

The Board of Directors, who serves as the Custodian, is responsible for the safekeeping of gold bullion owned by the Company.

Fair value of the gold bullion held by the Company is based on that day’s London Bullion Market Association (“LBMA”) Gold Price PM. “LBMA Gold Price PM” is the price per fine troy ounce of gold, stated in U.S. dollars, determined by ICE Benchmark Administration (“IBA”) following an electronic auction consisting of one or more 30-second rounds starting at 3:00 p.m. (London time), on each day that the London gold market is open for business and published shortly thereafter.

The fair value of the treasury bills is based on quoted market prices in an active market. The Company has determined the fair value based on financial factors that are considered level 1 inputs in the fair value hierarchy.

Money market funds included in cash and cash equivalents and U.S. government-backed securities are measured at fair value based on quoted prices in active markets, which are considered Level 1 inputs. The Company’s policy is to recognize transfers in and/or out of the fair value hierarchy as of the date in which the event or change in circumstances caused the transfer.

The following tables summarize activity in gold bullion for the six months ended June 30, 2023:

SCHEDULE OF GOLD IN BULLION

Six Months Ended June 30, 2023	Ounces		Cost		Fair Value

Balance December 31, 2022		239	$	1,829	$	437,251
Net change in unrealized gain		-		-		21,581
Balance June 30, 2023		239	$	1,920	$	458,832

The following tables summarize activity in gold bullion for the six months ended June 30, 2022:

Six Months Ended June 30, 2022	Ounces		Cost		Fair Value

Balance December 31, 2021		239	$	1,884	$	437,212
Net change in unrealized loss		-		-		(5,401	)
Balance June 30, 2022		239	$	1,884	$	431,811

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC No. 606 — Revenue from Contracts with Customers. Under ASC No. 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

For the three and six months ended June 30, 2023 and 2022, the Company recognized $0 and $0 respectively in revenue.

Concentration of Credit Risk

The Company at times has cash and cash equivalents in banks in excess of FDIC insurance limits. At June 30, 2023 and December 31, 2022, the Company had approximately $1,212,045 and $3,285,197, respectively in excess of FDIC insurance limits.

On March 12, 2023, the U.S. government took extraordinary steps to stop a potential banking crisis after the historic failure of Silicon Valley Bank, assuring all depositors at the failed institution that they could access all their money quickly, even as another major bank was shut down. The Company had no exposure to a failed bank. The Company averts risks associated with such a crisis by holding minimum cash balances required for uninterrupted operations, federal funds money market fund, and U.S. government-backed securities. As of June 30, 2023, the Company held $1,212,045 million in a federal money market fund (the “Fund”) with an investment objective to seek to provide current income while maintaining liquidity and a stable share price of $1. The Fund invests at least 99.5% of its total assets in cash, U.S. government securities, and/or repurchase agreements that are collateralized solely by U.S. government securities or cash (collectively, government securities). As such it is considered one of the most conservative investment options offered.

Original Issue Discount

For certain notes issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to amortization of original issue discount in the consolidated statements of operations over the life of the debt.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense in the consolidated statements of operations, over the life of the underlying debt instrument.

Deposit

During the year ended December 31, 2022, the Company paid $98,480 as a deposit towards the purchase of inventory. As of June 30, 2023, the balance remained at $98,480.

NOTE 2 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $5,065,774 and stockholders’ deficiency of $4,510,651 and used $668,044 of cash in operations for the six months ended June 30, 2023. 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 Company’s 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.

NOTE 3 EQUIPMENT

At June 30, 2023 and December 31, 2022, property and equipment, net, is as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2023			December 31, 2022			Estimated Useful Lives (Years)
Automobile	$	41,805		$	41,805			5
Laboratory Equipment		123,911			123,911			5-10
Office Equipment		7,260			7,260			5-10
Leasehold Improvements		82,739			82,739			2-5
Less: Accumulated Depreciation		(180,611	)		(167,854	)
Total Property and Equipment, net	$	75,104		$	87,861

Depreciation expense for the three months ended June 30, 2023 and 2022, was $6,140 and $7,270, respectively.

Depreciation expense for the six months ended June 30, 2023 and 2022, was $12,757 and $14,721, respectively.

NOTE 4 - RIGHT TO USE ASSETS AND LEASE LIABILITY

We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

We have a lease agreement with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because our lease does not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

In general, leases, where we are the lessee, may include options to extend the lease term. These leases may include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. Certain operating leases provide for annual increases to lease payments based on an index or rate. We calculate the present value of future lease payments based on the index or rate at the lease commencement date.

Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset.

Interest expense on finance lease liabilities is recognized over the lease term in interest expense.

Since 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 $2,508 for conference facilities, mail, fax, and reception services located at our principal place of business.

On September 5, 2019, we signed a two-year lease for a 5,000 square foot property in Lansing, MI that commenced on October 1, 2019 and ends on September 30, 2021, for its research and development headquarters. We pay an annual rent of $42,000 for year one of the lease and will pay $44,800 for year two of the lease. On April 16, 2021, the Company signed a two year amendment to this lease. Commencing on July 1, 2021 and ending on September 30, 2022, the Company paid an annualized rent of $42,000. From October 1, 2022 through September 30, 2023, the Company will pay an annual rent of $44,800. The Company recorded ROU asset of $79,862 and lease liability of $79,862 in accordance with the adoption of the new guidance.

On May 9, 2019 the Company signed a 5 year property lease with the Socialist Republic of Vietnam which consists of 4,560.57 square meters of space, which it leases at a current rent of approximately $45,150 per year one and two and with the 5% increase per year for three through five. On July 1, 2021, the Company ended this lease agreement, and the company recovered the associated ROU asset and lease liability of $241,800.

On July 1, 2021, the Company signed a 5-year property lease with the Socialist Republic of Vietnam which consists of 6,000 square meters of space, which it leases at a current rent of approximately $8,645 per year.

The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2023;

At June 30, 2023 and December 31, 2022, the Company had no financing leases as defined in ASC 842, “Leases.”

SCHEDULE OF OPERATING LEASES

	June 30, 2023			December 31, 2022
Assets

Operating lease - right-of-use asset - non-current	$	34,814		$	58,849

Liabilities

Operating lease liability	$	35,164		$	59,897

Weighted-average remaining lease term (three months)		1.59			2.08

Weighted-average discount rate		8	%		8	%

The components of lease expense were as follows:

Operating lease costs

Amortization of right-of-use operating lease asset	$	24,035		$	52,043
Total operating lease costs	$	24,035		$	52,043

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)	$	24,733		$	51,344
Right-of-use asset obtained in exchange for new operating lease liability	$	-		$	-

Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at June 30, 2023:

SCHEDULE OF MINIMUM LEASE PAYMENTS


2023	$	15,523
2024		8,644
2025		8,644
2026		5,763
Total lease payments		38,574
Less: amount representing interest		(3,410	)
Total lease obligations		35,164
Less: current portion of operating lease liability		(18,019	)
Long-term portion operating lease liability	$	17,145

NOTE 5 NOTE PAYABLE – RELATED PARTY

Between June 6, 2016, and December 1, 2020 the Company received a total of $1,657,000 in loans from its founder and CEO. Pursuant to the terms of the loans, the advances bear an interest at 3%, is unsecured, and due on demand.

On January 26, 2022, the Company repaid $40,000 of the outstanding loan to its founder and CEO.

Total loan payable to the founder and CEO for as of June 30, 2023 is $1,617,000.

Total loan payable to the founder and CEO as of December 31, 2022 is $1,617,000.

During the six months ended June 30, 2023, the Company recorded $40,093 as an in-kind contribution of interest related to the loan and recorded accrued interest payable of $27,888. As of June 30, 2023, total interest payable is $218,551.

During the six months ended June 30, 2022, the Company recorded $40,093 as an in-kind contribution of interest related to the loan and recorded accrued interest payable of $27,267. As of December 31, 2022, total interest payable is $190,663.

NOTE 6 LOAN PAYABLE

On March 1, 2019, the Company entered into an unsecured promissory note with Notre Dame - an unrelated party in the amount of $265,244 in exchange for outstanding account payable due to the debtor. Pursuant to the terms of the note, the note bears 10% interest per year from the date of default until the date the loan is paid in full. The term of the loan is twenty-four months. The loan repayment commenced immediately over a twenty-four month period according to the following table.

1. $1,000 per month for the first nine months;

2. $2,000 per month for the months seven and eight;

3. $5,000 per month for months nine through twenty-three; and,

4. Final payment of all remaining balance, in the amount of $180,224 in month 24.

On July 8, 2021, the Company entered into an amendment to the March 1, 2019 agreement. As of the date of the amendment, the remaining outstanding balance was $180,244. The loan repayment commenced immediately following the amendment and extended over a fourteen-month period with the following terms:

1.	$5,000 per month for months one through thirteen.
2.	Final payment of the remaining balance in the amount of $115,244 split into two equal payments, of which $57,622 to be paid in month fourteen and $57,622 paid in month twenty.

The Company has continued to make $5,000 monthly payment against this remaining balance in lieu of the balloon payments in months fourteen and twenty. The Company expects to make the final payment on August 1, 2024.

During the six months ended June 30, 2023, the Company paid $30,000 of the loan balance. The remaining loan balance as of June 30, 2023 is $65,244.

NOTE 7 CONVERTIBLE NOTES

On December 11, 2020, the Company issued 3,125,000 five-year (5) warrants. The warrants had a fair value of $2,599,066, based upon using a black-scholes option pricing model with the following inputs:

SCHEDULE OF FAIR VALUE WARRANTS

Stock Price	$	0.14
Exercise price	$	0.16
Expected term (in years)		5
Expected volatility		60.64	%
Annual rate of quarterly dividends		0	%
Risk free interest rate		0.10	%

The Company has determined that ASC 815 does not apply since the Company has unlimited authorized shares, which in turn satisfies the requirement of having sufficient authorized shares available to settle any potential instruments that may require physical net-share settlement.

Pursuant to ASC 470, the Company will record a beneficial conversion feature (“BCF”) based upon the relative fair value of the conversion feature within the convertible note and the related warrants. The BCF cannot exceed the face amount of the note, therefore, the discount for this note is $1,000,000, and was recorded on the commitment date. The discount is amortized to amortization of debt discount over the life of the underlying convertible note.

The Company also paid $86,000 as a debt issuance cost to a placement agent for services rendered. These costs are considered to be a component of the total debt discount.

On March 25, 2021, the Company entered into one year, unsecured, convertible note in the aggregate principal amount of $4,000,000 for which the first convertible debenture for $500,000, a one year, unsecured, convertible note on March 25, 2021, which was due March 25, 2022. The convertible note bore interest at 10%. The note contained a discount to market feature, whereby, the lender could purchase stock at 80% of the lowest trading price for a period of ten (10) days preceding the conversion date. The second convertible debenture of $500,000 was issued on April 6, 2021 and the third convertible debenture of $3,000,000 was issued on April 22, 2021. As of February 16, 2022 these debentures were satisfied.

Additionally, the Company issued 8,000,000 five-year (5) warrants. The warrants had a fair value of $3,359,716, based upon using a black-scholes option pricing model with the following inputs:

Stock Price	$	0.15
Exercise price	$	0.25
Expected term (in years)		5
Expected volatility		100.76	%
Annual rate of quarterly dividends		0	%
Risk free interest rate		0.07	%

Pursuant to ASC 470, the Company will record a beneficial conversion feature (“BCF”) based upon the relative fair value of the conversion feature within the convertible note and the related warrants. The BCF cannot exceed the face amount of the note, therefore, the discount for this note is $3,670,000, and was recorded on the commitment date. The discount is amortized to amortization of debt discount over the life of the underlying convertible note.

The Company also paid $330,000 as a debt issuance cost to a placement agent for services rendered. These costs are a component of the total debt discount.

On January 21, 2022, the Company issued 3,935,417 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $2,260 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On January 31, 2022, the Company issued 4,569,059 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $42,877 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On February 16, 2022, the Company issued 3,924,443 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $1,164 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

The Company issued a $1,500,000, thirteen-month (13), unsecured, convertible note on January 18, 2022, which was due February 18, 2023. The convertible note bore interest at 10%, with an original issue discount ($10,000), resulting in net proceeds of $1,490,000. The note contained a discount to market feature, whereby, the lender could purchase stock at 85% of the lowest trading price for a period of ten (10) days preceding the conversion date. As of October 26, 2022 this debenture was satisfied.

Additionally, the Company issued 12,000,000 five-year (5) warrants with an exercise price of $0.12 per share, and 4,285,714 warrants with an exercise price of $0.14 per share during the year ended December 31, 2022. The warrants had a fair value of $1,071,437, based upon using a black-scholes option pricing model with the following inputs:

Stock Price	$	0.08
Exercise price	$	0.12 - $ 0.14
Expected term (in years)		5
Expected volatility		124.10	%
Annual rate of quarterly dividends		0	%
Risk free interest rate		0.58	%

In connection with $1,500,000 in note issued, the Company issued 16,785,714 warrants, which are accounted for as debt issue costs, having a fair value of $625,003. The debt issue costs are amortized over the life of the underlying convertible note.

The Company also paid $115,000 as a debt issuance cost to a placement agent for services rendered. These costs are considered to be a component of the total debt discount.

On April 14, 2022, the Company issued 2,358,380 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $1,644 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On April 29, 2022, the Company issued 4,272,417 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $5,918 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On May 17, 2022, the Company issued 3,628,325 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $5,726 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On June 6, 2022, the Company issued 3,549,793 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $5,178 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On June 14, 2022, the Company issued 2,902,922 shares of Common Stock in exchange for conversion of $100,000 of principle balance on a convertible debenture and $60,822 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On June 21, 2022, the Company issued 3,393,979 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $3,068 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On June 30, 2022, the Company issued 3,401,877 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $3,425 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On July 19, 2022, the Company issued 4,364,987 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $6,027 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On August 18, 2022, the Company issued 4,325,913 shares of Common Stock in exchange for conversion of $200,000 of principle balance on a convertible debenture and $7,644 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On September 8, 2022, the Company issued 3,396,898 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $4,219 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On September 26, 2022, the Company issued 3,605,259 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $2,863 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On October 11, 2022, the Company issued 2,907,240 shares of Common Stock in exchange for conversion of $100,000 of principle balance on a convertible debenture and $1,753 of accrued interest.

On October 18, 2022, the Company issued 4,782,778 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $658 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On October 26, 2022, the Company issued 5,487,951 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $370 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On October 31, 2022, the Company issued 6,510,348 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $28,384 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On November 1, 2022, the Company issued 9,236,212 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $301 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On November 14, 2022, the Company issued 5,974,335 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $1,151 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

On November 17, 2022, the Company issued 5,935,350 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $164 of accrued interest. Accordingly, no gain or loss was recognized upon debt conversion.

The Company issued a $1,500,000, thirteen-month (13), unsecured, convertible note on April 11, 2022, which was due May 11, 2023. The convertible note bore an interest at 10%. The note contained a discount to market feature, whereby, the lender could purchase stock at 85% of the lowest trading price for a period of ten (10) days preceding the conversion date. As of November 17, 2022 this debenture was satisfied.

The Company also paid $115,000 as a debt issuance cost to a placement agent for services rendered. These costs are considered to be a component of the total debt discount.

As of June 30, 2023, the above three notes were fully converted, with the no remaining balance due.

The following represents a summary of the Company’s convertible debt at June 30, 2023:

SUMMARY OF CONVERTIBLE DEBT

Convertible Note Payable

	Amounts
Balance – December 31, 2021	$	503,423
Proceeds		3,000,000
Debt discount and issue costs recorded		(865,000	)
Conversion of debt into common shares		(3,750,003	)
Amortization of debt discount		1,111,580
Balance – December 31, 2022	$	-
No activity – June 30, 2023		-
Balance – June 30, 2023	$	-

Accrued Interest Payable

	Amounts
Balance – December 31, 2021		31,657
Interest Expense December 31, 2022		153,955
Interest conversion into common shares		(185,612	)
Balance – December 31, 2022	$	-
No activity – June 30, 2023		-
Balance – June 30, 2023	$	-

NOTE 8 STOCKHOLDERS’ DEFICIT

(A) Common Stock Issued for Cash

On March 9, 2019, the Company entered into a purchase agreement with one investor (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company issued the investor 14,797,278 Units at a purchase price of $0.06758 per Unit, for total gross proceeds to the Company of $1,000,000. The Units consist of 14,797,278 shares of the Company’s Class A Common Stock (the “Common Stock”) and two warrants (the “Warrants”): (i) one warrant entitles the investor to purchase up to 14,797,278 shares of Common Stock at an exercise price of $0.06 per share (the “6 Cent Warrants”) and (ii) one warrant entitles the investor to purchase up to 7,398,639 shares of Common Stock at an exercise price of $0.08 per share (the “8 Cent Warrant”). The Warrants shall be exercisable at any time from the issuance date until the following expiration dates:

●	½ of all $0.06 Warrants shall expire on March 8, 2021;
●	½ of all $0.06 Warrants shall expire on March 8, 2022;
●	½ of all $0.08 Warrants shall expire on March 8, 2022; and,
●	½ of all $0.08 Warrants shall expire on March 8, 2023.

On March 2, 2021, the Company determined to amend and extend the expiration of the warrants expiring on March 8, 2021 as follows:

	●	1,479,728 shares of all $0.06 Warrants shall expire on March 8, 2021.
	●	1,479,728 shares of all $0.06 Warrants shall expire on May 8, 2021
	●	1,479,728 shares of all $0.06 Warrants shall expire on July 8, 2021. On June 24, 2021, the Company determined to amend and extend the expiration of warrants expiring on July 8, 2021, to December 8, 2021.
	●	1,479,728 shares of all $0.06 Warrants shall expire on September 8, 2021. As of December 31, 2021, the warrants have expired.
	●	1,479,727 shares of all $0.06 Warrants shall expire on November 8, 2021. As of December 31, 2021, the warrants have expired.

On February 15, 2022, the Company issued 7,398,639 shares of Common stock in connection with the exercise of 7,398,639 warrants for $443,918.

On February 15, 2022, the Company issued 3,699,320 shares of Common stock in connection with the exercise of 3,699,320 warrants for $295,946.

(B) Common Stock Warrants and Options

On February 16, 2023, the Company issued 2,434,211 shares of Common Stock in exchange for the cashless exercise of 2,500,000 warrants.

On February 15, 2022, the Company issued 7,398,639 shares of Common stock in connection with the exercise of 7,398,639 warrants for $443,918.

On February 15, 2022, the Company issued 3,699,320 shares of Common stock in connection with the exercise of 3,699,320 warrants for $295,946.

On April 11, 2022, the Company extended the expiration date of the warrant issued on May 28, 2015 to May 27, 2025. No additional expense was recorded due to rate difference being de minimis.

On January 25, 2021, the Company issued a 7-year option to purchase 2,500,000 shares of common stock at an exercise price of $0.134 per share to a related party for services rendered. The options had a fair value of $310,165, based upon the Black-Scholes option-pricing model on the date of grant. Options vest 33.3% on the year one anniversary of the grant date, 33.3% will vest on the second anniversary, and 33.3% will vest on the third year anniversary as long as the employee remains with the Company at the end of each successive year for three years. Options will be exercisable on January 25, 2021, and for a period of 7 years expiring on January 25, 2028. During the six months ended June 30, 2023 the Company recorded $46,491 as an expense for options issued.

SCHEDULE OF OPTION ASSUMPTION

Expected dividends	0	%
Expected volatility	133.22	%
Expected term	7 years
Risk free interest rate	1.46	%
Expected forfeitures	0	%

On February 19, 2020 the Company issued a 10-year option to purchase 6,000,000 shares of common stock at an exercise price of $0.115 per share to a related party for services rendered. The options had a fair value of $626,047, based upon the Black-Scholes option-pricing model on the date of grant and 2,000,000 options are fully vested on the date granted and 1,000,000 options vest at the end of each successive year for four years. Options will be exercisable on February 19, 2021, and for a period of 10 years expiring on February 19, 2030. During the six months ended June 30, 2023, the Company recorded $51,706 as an expense for options issued.

Expected dividends	0	%
Expected volatility	125.19	%
Expected term	3 years
Risk free interest rate	1.50	%
Expected forfeitures	0	%

On February 19, 2020 the Company issued a 7-year option to purchase 1,340,000 shares of common stock at an exercise price of $0.115 per share to employees for services rendered. The options had a fair value of $133,063, based upon the Black-Scholes option-pricing model on the date of grant and 268,000 options are fully vested on the date granted and the remaining option vest equally over the remaining 4 years at the end of each successive year. Options will be exercisable on February 19, 2021, and for a period of 6 years expiring on February 19, 2027. During the six months ended June 30, 2023, the Company recorded $15,771 as an expense for options issued

Expected dividends	0	%
Expected volatility	125.19	%
Expected term	6 years
Risk free interest rate	1.46	%
Expected forfeitures	0	%

Warrant activity as of June 30, 2023 is summarized as follows:

SCHEDULE OF WARRANTS ACTIVITY

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
Warrants	Number of Warrants			Exercise Price		Contractual Term (Years)		Intrinsic Value
Outstanding - December 31, 2021		48,972,279		$	0.12		2.64	$	1,248,452
Exercisable - December 31, 2021		48,972,279		$	0.12		2.64	$	1,248,452
Granted		16,785,714		$	0.12		4.05		-
Exercised		(11,097,959	)	$	0.07		-		-
Cancelled/Forfeited		-		$	-		-		-
Outstanding - December 31, 2022		54,660,034		$	0.13		3.04	$	319,000
Exercisable - December 31, 2022		54,660,034		$	0.13		3.04	$	319,000
Granted		-		$	-		-		-
Exercised		(2,500,000	)	$	0.001		-		-
Cancelled/Forfeited		(3,699,320	)	$	0.08		-		-
Outstanding – June 30, 2023		48,460,714		$	0.14		2.79	$	331,500
Exercisable – June 30, 2023		48,460,714		$	0.14		2.79	$	331,500

As of June 30, 2023, the following warrants were outstanding:

SCHEDULE OF WARRANTS OUTSTANDING

Exercise Price Warrants Outstanding		Warrants Exercisable		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
$	0.001		8,500,000		2.53	$	331,500
$	0.04		2,300,000		3.26	$	-
$	0.056		1,000,000		2.02	$	-
$	0.2299		8,250,000		1.75	$	-
$	0.16		3,125,000		2.45	$	-
$	0.25		8,000,000		2.74	$	-
$	0.1160		500,000		2.02	$	-
$	0.12		12,500,000		3.55	$	-
$	0.14		4,285,714		3.55	$	-
			48,460,714			$	331,500

For the year ended December 31, 2022, the following warrants were outstanding:

Exercise Price Warrants Outstanding		Warrants Exercisable		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
$	0.001		11,000,000		3.43	$	319,000
$	0.04		2,300,000		3.75	$	-
$	0.056		1,000,000		2.02	$	-
$	0.08		3,699,320		0.18	$	-
$	0.2299		8,250,000		2.21	$	-
$	0.16		3,125,000		2.95	$	-
$	0.25		8,000,000		3.23	$	-
$	0.1160		500,000		2.52	$	-
$	0.12		12,500,000		4.05	$	-
$	0.14		4,285,714		4.05	$	-
			54,660,034			$	319,000

Options activity as of June 30, 2023 is summarized as follows:

SCHEDULE OF OPTIONS ACTIVITY

Options	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding - December 31, 2021		26,802,500		$	0.12		19.12	$	-
Exercisable - December 31, 2021		26,802,500		$	0.12		19.12	$	-
Granted		-		$	-		-		-
Exercised		-		$	-		-		-
Cancelled/Forfeited		(282,500	)	$	0.12		5.00		-
Outstanding - December 31, 2022		26,520,000		$	0.12		18.27	$	-
Granted		-		$	-		-		-
Exercised		-		$	-		-		-
Cancelled/Forfeited		-		$	-		-		-
Outstanding – June 30, 2023		26,520,000		$	0.12		17.77	$	-
Exercisable – June 30, 2023		26,520,000		$	0.12		17.77	$	-

As of June 30, 2023, the following options were outstanding:

SCHEDULE OF OPTIONS OUTSTANDING

Weighted Average

Remaining

Exercise

Options

Contractual Life

Price

Outstanding

Exercisable

(in Years)

0.115

26,520,000

17.77

For the year ended December 31, 2022, the following options were outstanding:

Weighted Average

Remaining

Exercise

Options

Contractual Life

Price

Outstanding

Exercisable

(in Years)

0.115

26,520,000

18.52

(C) 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:

●	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

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.

(D) Common Stock Issued for Debt

As of November 17, 2022, the Company has satisfied all debentures to Yorkville Advisors.

On November 17, 2022, the Company issued 5,935,350 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $164 of accrued interest.

On November 14, 2022, the Company issued 5,974,335 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $1,151 of accrued interest.

On November 1, 2022, the Company issued 9,236,212 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $301 of accrued interest.

On October 31, 2022, the Company issued 6,510,348 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $28,384 of accrued interest.

On October 26, 2022, the Company issued 5,487,951 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $370 of accrued interest.

On October 18, 2022, the Company issued 4,782,778 shares of Common Stock in exchange for conversion of $150,000 of principle balance on a convertible debenture and $658 of accrued interest.

On October 11, 2022, the Company issued 2,907,240 shares of Common Stock in exchange for conversion of $100,000 of principle balance on a convertible debenture and $1,753 of accrued interest.

On February 16, 2022, the Company issued 3,924,443 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $1,164 of accrued interest.

On January 21, 2022, the Company issued 3,935,417 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $2,260 of accrued interest.

On January 31, 2022, the Company issued 4,569,059 shares of Common Stock in exchange for conversion of $250,000 of principle balance on a convertible debenture and $42,877 of accrued interest.

NOTE 9 COMMITMENTS AND CONTINGENCIES

On November 10, 2010, the Company entered into an employment agreement with its CEO, 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 was 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 1, 2017, the agreement renewed with the same terms for another 5 years, but with an annual salary of $315,764 for the year ended December 31, 2017. On January 1, 2019 the agreement renewed again with the same terms for another 5 years. On January 1, 2023 the agreement renewed again with the same terms, but with an annual salary of $447,915 for the six months ended June 30, 2023. As of June 30, 2023 and 2022, the accrued salary balance is $3,198,236 and $3,077,393, respectively (See Note 10).

On January 20, 2015, the board of directors appointed Mr. Jonathan R. Rice as our Chief Operating Officer. Mr. Rice’s 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 (the “January 2015 Warrant”) 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 “May 2015 Warrant”) to Mr. Rice. The May 2015 warrant fully vested on October 28, 2016 and will expire on May 28, 2022. For the year ended December 31, 2015, the Company recorded $121,448 for the warrants issued to Mr. Rice. On January 14, 2016, the Company signed a new employment agreement with Mr. Rice. 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 annual cash compensation of $140,000, which includes salary, health insurance, 401K retirement plan contributions, etc. In addition, Mr. Rice was 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 (the “May 2016 Warrant”). The May 2016 warrant fully vested on February 20, 2017 and will expire on May 20, 2026. On January 9, 2018, the Company extended the expiration date of the January 2015 warrant from January 19, 2018 to January 31, 2020, and on January 10, 2020 the Company extended the expiration date of the January 2015 warrant to January 10, 2025 and on March 15, 2018, the Company signed an extension of its at-will employment agreement with its COO, extending the term to January 31, 2019. On March 25, 2019, the Company signed an extension of its at-will employment agreement with its COO, extending the term to January 1, 2020. On March 5, 2021, the Company signed an extension of its at-will employment agreement with its COO, extending the term to January 1, 2022. On February 25, 2022, the Company signed an extension of its at-will employment agreement with its COO, extending the term to January 1, 2023. On August 8, 2019, Mr. Rice was issued a set of three five-year warrants to purchase a total of 6,000,000 shares of common stock of the Company at an exercise price of $0.2299 per share pursuant to the employment agreement. On April 26, 2019, the Company signed an agreement to increase Mr. Rice’s base salary by $20,000 per year and issue a one-time $20,000 bonus. Additionally, on August 15, 2019, the Company signed an agreement to increase Mr. Rice’s base salary by an additional $20,000 per year.

As of June 30, 2023 and December 31, 2022, the Company owes $3,195 and $3,728, respectively, to Mr. Rice for payroll payable.

On July 3, 2019, the board of directors appointed Mr. Kenneth Le as the Company’s Director of Government relations and President of Prodigy Textiles. Mr. Le’s 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. Le is entitled to annual cash compensation of $60,000. In addition, Mr. Le was issued two three-year warrants to purchase 2,000,000 shares of common stock of the Company at an exercise price of $0.2299 per share. As of June 30, 2023 and December 31, 2022, the accrued salary balance is $1,065 and $1,243, respectively.

(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. The annual research fees are accrued by the Company for future payment. 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. 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. On May 5, 2017, the Company signed an addendum to that agreement relating to tangible property and project intellectual property. On March 1, 2019, the Company singed an addendum to that agreement. The Company entered into a separate loan agreement and promissory noted dated March 1, 2019 as a payment for expenses paid by the University prior to January 31, 2019 totaling $265,244 and issued 4,025,652 shares of Class A common stock with a fair value of $281,659 as payment of certain debt. In the event of default, the license agreement will be terminated. During the six months ended June 30, 2023, the Company paid $30,000 of the balance (See Notes 6).

On December 26, 2006, the Company entered into an addendum to the intellectual property transfer agreement with Mr. Thompson, its CEO. In accordance with FASB ASC 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. As of June 30, 2023 and December 31, 2022, the outstanding balance is $65,292. For the six months ended June 30, 2023, the Company recorded $980 in interest expensed and related accrued interest payable.

(B) Operating Lease Agreements

On May 9, 2019, the Company signed a 5 year property lease with the Socialist Republic of Vietnam which consists of 4,560.57 square meters of space, which it leases at a current rent of approximately $45,150 per year one and two and with the 5% increase per year for years three through five. On July 1, 2021, the Company ended this lease agreement and entered into a new agreement effective July 1, 2021. The Company accounted for the lease in accordance with ASC Topic 842, “Leases”

On July 1, 2021, the Company signed a 5 year property lease with the Socialist Republic of Vietnam which consists of 6,000 square meters of space, which it leases at a current rent of approximately $8,645 per year. The Company accounts for the lease in accordance with ASC Topic 842, “Leases”

On September 13, 2017, the Company signed a new two year lease with a 2 year option commencing on October 1, 2017 and ending on September 31, 2019. The Company paid an annual rent of $39,200 for the year one of lease and $42,000 for the year two of lease for office and manufacturing space. On September 5, 2019, the Company signed a new two-year lease for this 5,000 square foot property in Lansing, MI that commenced on October 1, 2019 and ended on September 30, 2021, for its research and development headquarters. The Company pays an annual rent of $42,000 for year one of the lease and $44,800 for year two of the lease. On April 16, 2021, the Company signed a two year amendment to this lease. Commencing on July 1, 2021 and ending on September 30, 2022, the Company paid an annualized rent of $42,000. From October 1, 2022 through September 30, 2023, the Company will pay an annual rent of $44,800. The Company accounts for the lease in accordance with ASC Topic 842, “Leases”

NOTE 10 RELATED PARTY TRANSACTIONS

Accounts payable and accrued expenses – related party consists of the following:

	As of		As of
	June 30, 2023		December 31, 2022

Accounts payable - related party	$	367,784	$	356,191
Accrued expenses - related party		3,202,496		3,082,363
Accrued interest - related party		2,473,480		2,276,454

Total accounts payable and accrued expenses - related party	$	6,043,760	$	5,715,008

Between June 6, 2016, and December 1, 2020 the Company received a total of $1,657,000 in loans from its founder and CEO. Pursuant to the terms of the loan, the advance bears an interest at 3%, is unsecured, and due on demand.

On January 26, 2022, the Company repaid $40,000 of the outstanding loan to its founder and CEO.

Total loan payable to principal stockholder for as of June 30, 2023 is $1,617,000.

Total loan payable to this principal stockholder as of December 31, 2022 is $1,617,000.

As of June 30, 2023, and December 31, 2022, there was $367,784 and $356,191, respectively, included in accounts payable – related party, which is owed to the Company’s Chief Executive Officer for expenses paid on behalf of the Company.

As of June 30, 2023, and December 31, 2022, there was $3,202,496 and $3,082,363, respectively, included in accrued expenses – related party, which includes accrued salaries owed to the Company’s senior staff.

As of June 30, 2023, and December 31, 2022, there was $2,473,480 and $2,276,454, respectively, included in accrued interest – related party, which includes interest on accrued salary and accrued expenses owed to the Company’s Chief Executive Officer.

In aggregate as of June 30, 2023, and December 31, 2022, the Company owed $6,043,760 and $5,715,008, respectively to its related parties in accrued salaries, accrued interest and note payable.

As of June 30, 2023 and December 31, 2022, the Company owed $65,292 and $65,292, respectively, in royalty agreement payable to Chief Executive Officer.

NOTE 11 SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to August 14, 2023 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

The following information should be read in conjunction with Kraig Biocraft Laboratories, Inc. and its subsidiaries (“we”, “us”, “our”, or the “Company”) condensed unaudited financial statements and the notes thereto contained elsewhere in this report. Information in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Form 10-Q that does not consist of historical facts, are “forward-looking statements.” Statements accompanied or qualified by, or containing words such as “may,” “will,” “should,” “believes,” “expects,” “intends,” “plans,” “projects,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume,” and “assume” constitute forward-looking statements, and as such, are not a guarantee of future performance.

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially from those anticipated as a result of the factors described in the “Risk Factors” and detailed in our other Securities and Exchange Commission (“SEC”) filings. Risks and uncertainties can include, among others, international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to obtain sufficient financing to continue and expand business operations; the ability to develop technology and products; changes in technology and the development of technology and intellectual property by competitors; the ability to protect technology and develop intellectual property; and other factors referenced in this and previous filings. Consequently, investors should not place undue reliance on forward-looking statements as predictive of future results.

Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this report or incorporated by reference might not transpire. Factors that cause actual results or conditions to differ from those anticipated by these and other forward-looking statements include those more fully described elsewhere in this report and in the “Risk Factors” section of our registration statement on Form S-1.

The Company disclaims any obligation to update the forward-looking statements in this report.

Overview

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. 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).

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.

In 2020, we developed a new technology platform, based on a non-CRISPR Cas9 gene editing knock-in knock-out technology. This is our first knock-in knock-out technology which we are now using for the development of advanced materials. This system is 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. This capability should allow us to accelerate new product developments and bring products to market more quickly. This capability also allows for genetic trait modifications that were previously impractical, creating opportunities for products outside of silk fibers and increased flexibility in production location.

Based on our internal analysis, management believes that this new platform technology will allow us to outpace and surpass 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.

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 pandemic further delayed our operations in 2020. In January of 2021, we received the first shipment of silk from our factory in Vietnam. We believe that we will be able to target metric tons of capacity of our recombinant spider silk fiber per annum from this factory once it reaches maximum utilization. This capacity will allow us to address initial demand for our products and materials for various applications in the protective, performance, and luxury textile markets.

On November 23, 2020, we entered into a Strategic Partnership Agreement (the “SPA”) with Mthemovement Kings Pte Ltd (“Kings”). Kings is an eco-friendly luxury streetwear apparel line, part of the Kings Group of Companies and its affiliated companies. On January 25, 2021, the parties exchanged signatures for an amendment to the Agreement, which amended the procedures for termination of the SPA to only allow for the termination of the SPA by mutual agreement of the Company and Kings following a consultation period of 120 (one hundred and twenty) calendar days or such period as agreed otherwise between the parties (the “Amendment,” together with the SPA, the “Agreement”).

Pursuant to the Agreement, the parties formed a joint venture, Spydasilk Enterprises Pte. Ltd., to develop and sell the Company’s spider silk fibers under the new innovative apparel and fashion brand, trade named SpydaSilk™ and potential other trademarks to be announced. All intellectual property related to SpydaSilk™ will be jointly owned by the Company and Kings.

The Report of Independent Registered Public Accounting Firm to our financial statements as of December 31, 2022 includes an explanatory paragraph stating that our net loss from operations and net capital deficiency at December 31, 2022 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.

Plan of Operations

During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations:

●	We plan to expand our research and development to accelerate our work in creating next generation materials and to improve the robustness of our recombinant spider silk lines. This will involve new selective breed protocols, the creation of new hybrids, and the develop of new transgenics utilizing plasmids that are already in an advanced state of development.

●	We plan to develop a line of fabrics and apparel under a joint venture with Kings to create a line of fashion wear under Spydasilk Enterprises Pte. Ltd., with trade names including Spydasilk^TM, Spydra^TM and others.

●	We plan to continue the expansion of our production capacity at our facilities in Quang Nam, Vietnam.

●	We plan to overcome the current bottleneck in production by improving the overall robustness of our recombinant spider silk lines through a combination of climate acclimation and implementation of a multiple-strain hybrid breeding program. This program has already been initiated and is being rapidly accelerated.

●	We plan to accelerate both our microbiology and selective breeding programs, as well as provide more resources for our material testing protocols. We spent approximately $126,000 over the last 6 months on research and development of high strength polymers. In 2023, we are directing our research and development efforts on growing our internal capabilities..

●	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; as of the date hereof, we have not had any formal discussion or entered into any definitive agreements regarding any such purchase.
●	We will also actively consider pursuing collaborative research opportunities with private 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 strongly consider 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 additional 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 2023 and going forward.

●	We plan to actively pursue the development of commercial scale production of our recombinant materials including Monster Silk®, Dragon Silk^TM, Spydasilk^TM, and Spydra^TM.

Limited Operating History

We have not previously demonstrated that we will be able to expand our business through an increased investment in our research and development efforts. We cannot guarantee that the research and development efforts described in this filing will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources, risks inherent in the research and development process and possible rejection of our products in development.

If financing is not available on satisfactory terms, we may be unable to continue our research and development and other operations. Equity financing will result in dilution to existing stockholders.

Impact of COVID-19 Outbreak

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.

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.

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.

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.

Three months ended June 30, 2023 compared to the three months ended June 30, 2022

Our revenue, operating expenses, and net loss from operations for the three month period ended June 30, 2023 as compared to the three month period ended June 30, 2022, were as follows – some balances on the prior period’s combined financial statements have been reclassified to conform to the current period presentation:

	Three Months Ended									% Change
	June 30,									Increase
	2023			2022			Change			(Decrease)
NET REVENUES	$	-		$	-			-			-
OPERATING EXPENSES:
General and Administrative		220,667			212,419			8,248			3.88	%
Professional Fees		31,349			109,534			(78,185	)		-71.38	%
Officer’s Salary		171,625			164,845			6,780			4.11	%
Research and Development		57,035			49,869			7,166			14.37	%
Total operating expenses		480,676			536,667			(55,991	)		-10.43	%
Loss from operations		(480,676	)		(536,667	)		55,991			-10.43	%
Interest expense		(119,282	)		(298,444	)		179,162			-60.03	%
Amortization of debt issue costs		-			(174,669	)		174,669			-100.00	%
Net change in unrealized appreciation on investment in gold bullion		(11,771	)		(28,352	)		16,581			-58.48	%
Interest income		22,638			-			22,638			100.00	%
Net Loss	$	(589,091	)	$	(1,038,132	)		449,041			-43.25	%

Net Revenues: During the three months ended June 30, 2023, we realized $0 of revenues from our business. During the three months ended June 30, 2022, we realized $0 of revenues from our business. The change in revenues between the quarter ended June 30, 2023 and 2022 was $0 or 0%.

Cost of Revenues: Costs of revenues for the three months ended June 30, 2023 were $0, as compared to $0 for the three months ended June 30, 2022, a change of $0 or 0%.

Gross Profit: During the three months ended June 30, 2023, we realized a gross profit of $0, as compared to $0 for the three months ended June 30, 2022, a change of $0 or 0%.

Research and development expenses: During the three months ended June 30, 2023, we incurred $57,035 of research and development expenses. During the three months ended June 30, 2022, we incurred $49,869 of research and development expenses. This was an increase of $7,166 or 14.37% in 2023 compared with the same period in 2022. This increase was due to an increase in research spending.

Professional Fees: During the three months ended June 30, 2023, we incurred $31,349 of professional expenses, which decreased by $78,185 or 71.38% from $109,534 for the three months ended June 30, 2022. This decrease was primarily due to a decrease in professional fees and in investor relations services.

Officers Salary: During the three months ended June 30, 2023, officers’ salary expenses decreased to $171,625 or 4.11% from $164,845 for the three months ended June 30, 2022. This change was primarily due to a 6% annual increase for the Company’s CEO for the three months ended June 30, 2022.

General and Administrative Expense: General and administrative expenses increased by $8,248 or 3.88% to $220,667 for the three months ended June 30, 2023 from $212,419 for the three months ended June 30, 2022. Our general and administrative expenses for the three months ended June 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 $141,500, travel of $4,376, and office salary of $74,791 for a total of $220,667. Our general and administrative expenses for the six months ended June 30, 2022, 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 $23,797, travel of $12,388, consulting $30,000 and office salary of $146,234 for a total of $212,419.

Net Change in Unrealized Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $16,581 to $11,771 for the three-month period ended June 30, 2023 from $28,352 for the three month period ended June 30, 2022. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.

Interest Expense: Interest expense decreased by $179,162 to $119,282 for the three-month period ended June 30, 2023 from $298,444 for the three month period ended June 30, 2022. The decrease was primarily due to interest on certain Company loans.

Amortization of original issue and debt discounts: Amortization of original issue and debt discount decreased to $0, or 0% for the three months ended June 30, 2023 compared to $174,669 for the three months ended June 30, 2022. The decrease was primarily due to amortization of original issue and debt discounts on convertible loans.

Net Loss: Net loss decreased by $449,041, or 43.25%, to a net loss of $589,091 for the three-month period ended June 30, 2023 from a net loss of $1,038,132 for the three month period ended June 30, 2022. This decrease in net loss was primarily attributable to decreases in amortization of original issue debt discount, warrant expense, professional fees and general and administrative expenses and offset by an increase in research and development fees.

Six months ended June 30, 2023 compared to the six months ended June 30, 2022

Our revenue, operating expenses, and net loss from operations for the six month period ended June 30, 2023 as compared to the six month period ended June 30, 2022, were as follows – some balances on the prior period’s combined financial statements have been reclassified to conform to the current period presentation:

	Six Months Ended									% Change
	June 30,									Increase
	2023			2022			Change			(Decrease)
NET REVENUES	$	-		$	-			-			-
OPERATING EXPENSES:
General and Administrative		431,770			425,438			6,332			1.49	%
Professional Fees		66,096			229,914			(163,818	)		-71.25	%
Officer’s Salary		343,249			349,653			(6,404	)		-1.83	%
Research and Development		126,127			77,373			48,754			63.01	%
Total operating expenses		967,242			1,082,378			(115,136	)		-10.64	%
Loss from operations		(967,242	)		(1,082,378	)		115,136			-10.64	%
Interest expense		(237,119	)		(460,331	)		223,212			-48.49	%
Amortization of debt issue costs		-			(536,701	)		536,701			-100.00	%
Net change in unrealized appreciation on investment in gold bullion		21,581			(5,401	)		26,982			-499.57	%
Interest income		26,907			-			26,907			100.00	%
Net Loss	$	(1,155,873	)	$	(2,084,811	)		928,938			-44.56	%

Net Revenues: During the six months ended June 30, 2023, we realized $0 of revenues from our business. During the six months ended June 30, 2022, we realized $0 of revenues from our business. The change in revenues between the quarter ended June 30, 2023 and 2022 was $0 or 0%.

Cost of Revenues: Costs of revenues for the six months ended June 30, 2023 were $0, as compared to $0 for the six months ended June 30, 2022, a change of $0 or 0%.

Gross Profit: During the six months ended June 30, 2023, we realized a gross profit of $0, as compared to $0 for the six months ended June 30, 2022, a change of $0 or 0%.

Research and development expenses: During the six months ended June 30, 2023, we incurred $126,127 of research and development expenses. During the six months ended June 30, 2022, we incurred $77,373 of research and development expenses. This was an increase of $48,754 or 63.01% in 2023 compared with the same period in 2022. This increase was due to an increase in research spending.

Professional Fees: During the six months ended June 30, 2023, we incurred $66,096 of professional expenses, which decreased by $163,818 or 71.25% from $229,914 for the six months ended June 30, 2022. This decrease was primarily due to a decrease in professional fees and in investor relations services.

Officers Salary: During the six months ended June 30, 2023, officers’ salary expenses decreased to $343,249 or 1.83% from $349,653 for the six months ended June 30, 2022. 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 six months ended June 30, 2022.

General and Administrative Expense: General and administrative expenses increased by $6,332 or 1.49% to $431,770 for the six months ended June 30, 2023 from $425,438 for the six months ended June 30, 2022. Our general and administrative expenses for the six months ended June 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 $273,997, travel of $12,168, and office salary of $145,605 for a total of $431,770. Our general and administrative expenses for the six months ended June 30, 2022 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 $139,687, travel of $15,389, consulting $60,000 and office salary of $210,362 for a total of $425,438.

Net Change in Unrealized Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $26,982 to $21,581 for the six-month period ended June 30, 2023 from $5,401 for the six month period ended June 30, 2022. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.

Interest Expense: Interest expense decreased by $223,212 to $237,119 for the six-month period ended June 30, 2023 from $460,331 for the six month period ended June 30, 2022. The decrease was primarily due to interest on certain Company loans.

Amortization of original issue and debt discounts: Amortization of original issue and debt discount decreased to $0, or 0% for the six months ended June 30, 2023 compared to $536,701 for the six months ended June 30, 2022. The decrease was primarily due to amortization of original issue and debt discounts on convertible loans.

Net Loss: Net loss decreased by $928,938, or 47.31%, to a net loss of $1,155,873 for the six-month period ended June 30, 2023 from a net loss of $2,084,811 for the six month period ended June 30, 2022. This decrease in net loss was primarily attributable to decreases in amortization of original issue debt discount, warrant expense, professional fees and general and administrative expenses and offset by an increase in research and development fees.

Capital Resources and Liquidity

Our financial statements have been presented on the basis that are 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 $1,098,575 during the six months ended June 30, 2023, and losses are expected to continue in the near term. The accumulated deficit is $47,755,575 at June 30, 2023. 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. Refer to Note 6 and Note 7 in the financial statements for our discussion of notes payable and shares issued, respectively. 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.

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 June 30, 2023, we had 1,436,861 of cash and cash equivalents 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.

Management has undertaken steps as part of a plan to improve operations with the goal of sustaining our operations for the next twelve months and beyond. These steps include (a) raising additional capital and/or obtaining financing; (b) controlling overhead and expenses; and (c) executing material sales or research contracts. There can be no assurance that the Company can successfully accomplish these steps and it is uncertain that the Company will achieve a profitable level of operations and obtain additional financing. There can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all. As of the date of this Report, we have not entered into any formal agreements regarding the above.

In the event the Company is unable to continue as a going concern, the Company may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.

Cash and cash equivalents, total current assets, total assets, total current liabilities and total liabilities as of June 30, 2023 as compared to December 31, 2022, were as follows:

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	1,436,861	$	3,862,716
Investment in U.S. Treasury Bills at fair value (cost: $1,714,790 and $0)	$	1,727,811	$	-
Inventory	$	6,580	$	6,580
Prepaid expenses	$	1,728	$	15,665
Deposits	$	98,480	$	98,480
Total current assets	$	3,271,460	$	3,983,441
Total assets	$	3,843,728	$	4,570,920
Total current liabilities	$	8,337,234	$	8,072,083
Total liabilities	$	8,354,379	$	8,092,780

At June 30, 2023, we had a working capital deficit of $5,065,774 compared to a working capital deficit of $4,088,642 at December 31, 2022. Current liabilities increased to $8,337,234 at June 30, 2023 from $8,072,083 at December 31, 2022, primarily as a result of accounts payable – related party.

For the six months ended June 30, 2023, net cash used in operations of $668,044 was the result of a net loss of $1,142,852 offset by depreciation expense of $12,757, net change in unrealized depreciation in gold bullions of $21,581, warrants issuance of $113,968, imputed interest on related party loans of $40,093, decrease in prepaid expenses of $13,937, decrease in operating lease right of use of $24,035, an increase of accrued expenses and other payables-related party of $328,752, decrease in accounts payable of $12,420 and a decrease in operating lease liabilities of $24,733.

For the six months ended June 30, 2022, net cash used in operations of $960,137 was the result of a net loss of $2,084,811 offset by depreciation expense of $14,721, net change in unrealized depreciation in gold bullions of $5,401, amortization of debt discount of $536,701, warrants issuance of $118,840, imputed interest on related party loans of $40,093, decrease in prepaid expenses of $9,453 and a decrease in operating lease right of use of $22,198, an increase of accrued expenses and other payables-related party of $182,706, increase in accounts payable of $216,060 and a decrease in operating lease liabilities of $21,499.

Net cash used in our investing activities were $1,727,811 and $0 for the six months ended June 30, 2023 and June 30, 2022, respectively. During the six months ended June 30, 2023, the Company had net purchases of treasury bills of $2,587,811 and net proceeds from maturities of treasury bills of $860,000.

Our financing activities resulted in a cash outflow of $30,000 for the six months ended June 30, 2023 is represented loan repayment.

Our financing activities resulted in a cash inflow of $3,429,864 for the six months ended June 30, 2022 is represented by proceeds from convertible notes payable, net of $2,990,000, repayment of notes payable – related party of $40,000, $30,000 loan repayment, payment of debt offering costs of $230,000, and proceeds from a warrant exercise for $739,864.

Critical Accounting Policies

Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2022, for disclosures regarding the Company’s critical accounting policies and estimates, as well as updates further disclosed in our interim financial statements as described in this Form 10-Q.

Recent Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of our fiscal quarter ended June 30, 2023, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon those evaluations, management concluded that our disclosure controls and procedures were not effective as of June 30, 2023, to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Going forward from this filing, the Company intends to work on establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

During the quarter covered by this Report, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. Although we continue to educate our management personnel to increase its ability to comply with the disclosure requirements and financial reporting controls and management oversight of accounting and reporting functions in the future, as we stated in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, we do not expect to remediate the weaknesses in our internal controls over financial reporting until the time when we start to commercialize a recombinant fiber or such time as we have sufficient cash flow to carry out our remediation plans.

Part II – Other Information

Item 1. Legal Proceedings

From time to time, the Company may become a party to litigation or other legal proceedings that it considers to be a part of the ordinary course of its business. To the best of our knowledge, the Company is not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations; however, the Company may become involved in material legal proceedings in the future.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this item. A description of risk factors can be found on our registration statement on Form S-1 located through the SEC EDGAR system or on the company website www.kraiglabs.com/sec-filings/. Information contained on, or that can be accessed through, our website does not constitute a part of this report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We have not sold any equity securities during the period covered by this Report that were not registered under the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a)	Not applicable.
(b)	None.

ITEM 6. EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description
3.1		Articles of Incorporation (1)
3.2		Articles of Amendment (2)
3.3		Articles of Amendment, filed with the Wyoming Secretary of State on November 15, 2013 (3)
3.4		Articles of Amendment, filed with the Wyoming Secretary of State on December 17, 2013 (4)
3.5		Bylaws(1)
4.1		Form of Warrant issued Mr. Jonathan R. Rice (5)
4.2		Form of Warrant issued pursuant to that certain Purchase Agreement dated as of March 8, 2019 (7)
4.3		Form of Convertible Debenture (8)
4.4		Form of Warrant(8)
4.5		Form of A&R Convertible Debenture(8)
10.1		Employment Agreement between Mr. Jonathan Rice and the Company (6)
10.2		Form of Purchase Agreement dated March 8, 2019 (7)
10.3		Form of Securities Purchase Agreement(8)

10.4		Form of Guaranty Agreement(8)
10.5		Form of Security Agreement(8)
10.6		Form of IP Security Agreement(8)
10.7		Form of Registration Rights Agreement(8)
10.8		Strategic Partnership Agreement (portions of the exhibit have been omitted because they (i) are not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed)(9)
10.9		Amendment (portions of the exhibit have been omitted because they (i) are not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed)(9)
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2		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 (furnished herewith)
101.INS		Inline XBRL Instance Document (filed herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1.	Incorporated by reference to our Registration Statement on Form SB-2 (Reg. No. 333-146316) filed with the SEC on September 26, 2007.
2.	Incorporated by reference to our Registration Statement on Form S-1 (Reg. No. 333-162316) filed with the SEC on October 2, 2009.
3.	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on November 22, 2013.
4.	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on December 19, 2013.
5.	Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on March 22, 2017.
6.	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 21, 2015.
7.	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 11, 2019.
8.	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on March 26, 2021.
9.	Incorporated by reference to our Current Report on Form 8-K filed with the SEC on January 26, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized.

	Kraig Biocraft Laboratories, Inc.
	(Registrant)

Date: August 14, 2023	By:	/s/ Kim Thompson
		Kim Thompson
		President, Chief Executive Officer and
		Chief Financial Officer (Principal Executive Officer and
		Principal Financial and Accounting Officer)