Wyoming
|
|
83-0459707
|
(State
of Incorporation)
|
(Primary
Standard Classification Code)
|
(IRS
Employer ID No.)
|
|
|
|
Title
of Each Class Of Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
fee
|
|
|
|
|
|
Common
Stock, par value $0.001
|
16,981,800
|
$.03
|
$509,454
|
$15.64
|
|
Six
Months Ended June 30, 2007
|
From
Inception-
April
26, 2006 through
December
31, 2006
|
||||||
STATEMENT
OF OPERATIONS
|
(unaudited)
|
|
||||||
|
|
|
||||||
Revenues
|
-
|
-
|
||||||
Total
Operating Expenses
|
213,427
|
529,667
|
||||||
Net
Loss
|
(219,925 | ) | (530,321 | ) |
|
Six
Months Ended June 30, 2007
|
From
Inception-
April
26, 2006 through
December
31, 2006
|
||||||
BALANCE
SHEET DATA
|
(unaudited)
|
|
||||||
|
|
|
||||||
Cash
|
45,239
|
390
|
||||||
Total
Assets
|
83,139
|
390
|
||||||
Total
Liabilities
|
288,770
|
258,096
|
||||||
Stockholders’
Equity
(Deficiency)
|
205,631
|
(257,706 | ) |
Name
of selling stockholder
|
Shares
of
common stock
owned
prior
to offering
|
Shares
of
common stock
to be
sold
|
Shares
of
common stock
owned
after
offering
|
Percent
of
common stock
owned
after
offering
|
||||||||||||
Kim
Thompson
|
32,062,550
|
1,122,200
|
30,940,350
|
61.96 | % | |||||||||||
Samuel
Ching (1)
|
2,100,400
|
2,100,400
|
0
|
0
|
||||||||||||
Richard
Duzenbury (2)
|
400
|
400
|
0
|
0
|
||||||||||||
U
of Wyoming Foundation
|
1,750,000
|
61,300
|
1,688,700
|
3.38 | % | |||||||||||
Malcolm
Fraser
|
330,000
|
6,000
|
324,000
|
0.65 | % | |||||||||||
Worth
Equity Fund, L.P. (3)
|
175,000
|
175,000
|
0
|
0
|
Lion
Equity (4)
|
4,500,000
|
4,500,000
|
0
|
0
|
||||||||||||
Sean
March
|
4,000,000
|
4,000,000
|
0
|
0
|
||||||||||||
Nicholas
G. Kontos
|
2,250,000
|
2,250,000
|
0
|
0
|
||||||||||||
Edward
M. Defeudis
|
830,000
|
830,000
|
0
|
0
|
||||||||||||
Woodland
Hills Fund, SA (5)
|
600,000
|
600,000
|
0
|
0
|
||||||||||||
Coral
Springs Fund, SA (6)
|
300,000
|
300,000
|
0
|
0
|
||||||||||||
Kristin
Lee Sirota
|
10,000
|
10,000
|
0
|
0
|
||||||||||||
Ann
Harvey
|
10,000
|
10,000
|
0
|
0
|
||||||||||||
Barry
S. Wattenberg
|
10,000
|
10,000
|
0
|
0
|
||||||||||||
Lucie
Rousse
|
10,000
|
10,000
|
0
|
0
|
||||||||||||
Karen
E. Gallagher
|
6,000
|
6,000
|
0
|
0
|
||||||||||||
Kyan
W. Kraus
|
6,000
|
6,000
|
0
|
0
|
||||||||||||
Carlos
E. Gauch
|
5,000
|
5,000
|
0
|
0
|
||||||||||||
Sarah
Ferreira
|
5,000
|
5,000
|
0
|
0
|
||||||||||||
Caroline
Sirota
|
5,000
|
5,000
|
0
|
0
|
||||||||||||
Priscila
S. Ferreira
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Gene
Defeudis
|
830,000
|
830,000
|
0
|
0
|
||||||||||||
Heidi
Thompson (7)
|
5,000
|
5,000
|
0
|
0
|
||||||||||||
Frank
Thompson (8)
|
5,000
|
5,000
|
0
|
0
|
||||||||||||
Jonathan
Sweet (9)
|
10,000
|
10,000
|
0
|
0
|
||||||||||||
Gary
Lam
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Frank
Dantimo
|
6,000
|
6,000
|
0
|
0
|
||||||||||||
Denise
M Demarco Dantimo
|
6,000
|
6,000
|
0
|
0
|
||||||||||||
Sirota
& Associates PA (10)
|
54,000
|
54,000
|
0
|
0
|
||||||||||||
JR
Acquisitions & Consultants (11)
|
28,000
|
28,000
|
0
|
0
|
||||||||||||
Marcos
A. Lopez, Jr.
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Olga
C. Lopez
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Camila
Camargo
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Bizmar
Martinez
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Michelle
Y. Galletto
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Inversiones
G & G Corp. (12)
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Douglas
Nicaragua
|
2,500
|
2,500
|
0
|
0
|
||||||||||||
Michael
L. Price
|
3,000
|
3,000
|
0
|
0
|
(1)
|
Samuel
is the father-in-law of Kim Thompson, an officer and director of
the
Company.
|
(2)
|
Richard
Duzenbury is the husband of the mother of Kim Thompson, an officer
and
director of the Company.
|
(3)
|
Worth
Equity Fund, L.P. is managed by its general partner Spider
Investments
LLC. The principal of Spider Investments is Edward C.
Defeudis.
|
(4)
|
Edward
C. Defeudis is the principal of Lion
Equity.
|
(5)
|
Carlos
J. Solorano Castillo is the principal of Woodland Hills Fund,
SA.
|
(6)
|
Rafael
A. Vargas Rojas is the principal of Coral Springs Funds,
SA.
|
(7)
|
Heidi
Thompson is the sister of Kim Thompson, an officer and director of
the
Company.
|
(8)
|
Frank
Thompson is the father of Kim Thompson, an officer and director of
the
Company.
|
(9)
|
Jonathan
Sweet is a first cousin of Kim Thompson, an officer and director
of the
Company.
|
(10)
|
George
Sirota is the principal of Sirota & Associates
PA.
|
(11)
|
Junior
Corzo is the principal of JR Acquisitions &
Consultants.
|
(12)
|
Gilberto
Arroyave is the principal of Invesionnes G & G
Corp
|
-
|
has
had a material relationship with us other than as a shareholder
at
|
|
|
any
time within the past three years; or
|
|
-
|
has
ever been one of our officers or directors or an officer
or
|
|
|
director
of our predecessors or affiliates
|
|
-
|
Are
broker-dealers or affiliated with broker-dealers.
|
|
o
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
o
|
transactions
involving cross or block trades on any securities or market where
our
common stock is trading,
|
|
|
market
where our common stock is trading,
|
|
o
|
through
direct sales to purchasers or sales effected through
agents,
|
|
o
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or
|
|
|
exchange
listed or otherwise), or
|
|
o
|
any
combination of the foregoing.
|
|
NAME
|
AGE
|
POSITION
|
|
|
|
Kim
Thompson
|
46
|
President,
Chief Executive Officer and Director
|
Title
of Class
|
Name
and Address
of
Beneficial Owner
|
Amount
and Nature
of
Beneficial Owner
|
Percent
of
Class (1)
|
|
|
|
|
Common
Stock
|
Kim
Thompson
120
N. Washington Square, Suite 805
Lansing,
MI 48933
|
32,062,550
|
64.21%
|
|
|
|
|
Common
Stock
|
Lion
Equity
1001
Brickell Bay Dr, Suite 1812
Miami,
FL 33131
|
4,500,000
|
9.01%
|
|
|
|
|
Common
Stock
|
Sean
March
8901
South Ocean Dr. #14
W.
Hollywood, FL 33019
|
4,000,000
|
8.01%
|
|
|
|
|
Common
Stock
|
All
executive officers
and
directors as a group
|
32,062,550
|
64.21%
|
|
|
|
|
|
(1)
|
The
percent of class is based 49,934,850 shares of our common class “A” stock
issued and outstanding as of September 25,
2007.
|
»
|
We
expect to spend approximately $150,000 on collaborative research
and
development of high strength polymers at the University of Notre
Dame over
the next twelve months. We believe that this research is
essential to our product development. If our financing will
allow, management will give strong consideration to accelerating
the pace
of spending on research and development within the University of
Notre
Dame’s laboratories.
|
»
|
We
expect to spend approximately $13,800 on collaborative research and
development of high strength polymers and spider silk protein at
the
University of Wyoming over the next twelve months. We believe
that this research is important to our product
development. This level of research spending at the university
is also a requirement of our licensing agreement with the
university. If our financing will allow, management will give
strong consideration to accelerating the pace of spending on research
and
development within the University of Wyoming’s
laboratories.
|
»
|
We
will actively consider pursuing collaborative research opportunities
with
other university laboratories in the area of high strength
polymers. If our financing will allow, management will give
strong consideration to increasing the depth of our research to include
polymer production technologies that are closely related to our core
research
|
»
|
We
will consider buying an established revenue producing company which
is
operating in the biotechnology arena, in order to broaden our financial
base and increase our research and development capability. We expect
to
use a combination of stock and cash for any such
purchase.
|
»
|
We
will also actively consider pursuing collaborative research opportunities
with university laboratories in areas of research which overlap the
company’s existing research and development. One such potential
area for collaborative research which the company is considering
is
protein expression platforms. If our financing will allow,
management will give strong consideration to increasing the breadth
of our
research to include protein expression platform
technologies.
|
Name
and Principal Position
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan Compensation ($)
|
|
Non-Qualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
|
|
|
Totals
($)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Kim
Thompson
|
2006
|
|
$
|
123,333
|
(1)
|
|
|
0
|
|
|
|
0
|
|
|
$
|
126,435
|
(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
249,768
|
|
President,
Chief Executive Officer and Director
|
2007
|
|
$
|
196,100
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
8,204
|
(3)
|
|
$
|
204,304
|
|
|
1)
|
Prorated
based upon a salary of $185,000 for the year such amount has not
been paid
but has been accrued.
|
|
2)
|
None
of the options were exercised and have been subsequently
cancelled.
|
|
3)
|
For
the calendar year 2007, Kim Thompson is to receive $7,229
in medical and
dental insurance as well as $950 for automobile expenses
pursuant to an
employment agreement entered into with
us.
|
PAGE
|
F-1
|
CONDENSED
BALANCE SHEET AS OF JUNE 30, 2007 (UNAUDITED)
|
PAGE
|
F-2
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30 2007
AND THE
PERIOD APRIL 25, 2006 (INCEPTION) TO JUNE 30, 2006 AND FOR THE
PERIOD FROM
APRIL 25, 2006 (INCEPTION) TO JUNE 30, 2007 (UNAUDITED)
|
PAGES
|
F-3
|
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE PERIOD FROM APRIL
25, 2006 (INCEPTION) TO JUNE 30, 2007 (UNAUDITED)
|
PAGE
|
F-4
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2007
AND THE
PERIOD APRIL 25, 2006 (INCEPTION) TO DECEMBER 31, 2006 AND FOR
THE PERIOD
FROM APRIL 25, 2006 (INCEPTION) TO JUNE 30, 2007
(UNAUDITED)
|
PAGES
|
F-5
- F-14
|
NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)
|
PAGE
|
F-15
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
PAGE
|
F-16
|
BALANCE
SHEET AS OF DECEMBER 31, 2006
|
PAGE
|
F-17
|
STATEMENTS
OF OPERATIONS FOR THE PERIOD FROM APRIL 25, 2006 (INCEPTION) TO
DECEMBER
31, 2006
|
PAGES
|
F-18
|
STATEMENT
OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM APRIL 25, 2006
(INCEPTION) TO DECEMBER 31, 2006
|
PAGE
|
F-19
|
STATEMENTS
OF CASH FLOWS FOR THE PERIOD FROM APRIL 25, 2006 (INCEPTION) TO
DECEMBER 31, 2006
|
PAGES
|
F-20 -
F-29
|
NOTES
TO FINANCIAL STATEMENTS
|
(A
Development Stage Company)
|
||||||||||||
Condensed
Statements of Operations
|
||||||||||||
(Unaudited)
|
||||||||||||
Six
Months Ended June 30,
|
For
the period from April 25, 2006 (Inception) to June
30,
|
For
the Period from April 25, 2006 (Inception) to June
30,
|
||||||||||
2007
|
2006
|
2007
|
||||||||||
Revenue
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||
Operating
Expenses
|
||||||||||||
General
and Administrative
|
11,233
|
-
|
11,243
|
|||||||||
Professional
Fees
|
1,500
|
1,500
|
||||||||||
Officer's
Salary
|
98,050
|
157,268
|
347,818
|
|||||||||
Payroll
Taxes
|
7,475
|
2,359
|
15,308
|
|||||||||
Research
and Development
|
95,169
|
152,463
|
260,082
|
|||||||||
Contract
Settlement
|
-
|
-
|
107,143
|
|||||||||
Total
Operating Expenses
|
213,427
|
312,090
|
743,094
|
|||||||||
Net
Loss from Operations
|
(213,427 | ) | (312,090 | ) | (743,094 | ) | ||||||
Other
Expense
|
||||||||||||
Interest
Expense
|
(6,498 | ) | (49 | ) | (7,152 | ) | ||||||
Total
Other Expense
|
(6,498 | ) | (49 | ) | (7,152 | ) | ||||||
Loss
from Operations
|
(219,925 | ) | (312,139 | ) | (750,246 | ) | ||||||
Provision
for Income Taxes
|
-
|
-
|
-
|
|||||||||
Net
Loss
|
$ | (219,925 | ) | $ | (312,139 | ) | $ | (750,246 | ) | |||
Net
Loss Per Share - Basic and Diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | ||||||
Weighted
average number of shares outstanding
|
||||||||||||
during
the period - basic and diluted
|
36,361,458
|
32,726,067
|
||||||||||
Kraig
Biocraft Laboratories, Inc.
|
||||||||||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||||||
Condensed
Statement of Changes in Stockholders Deficit
|
||||||||||||||||||||||||||||||||||||
For
the period from April 25, 2006 (inception) to June 30,
2007
|
||||||||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||||||||
Deficit
|
||||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock - Class A
|
Common
Stock - Class B
|
Additional
Paid
|
Accumulated
during
|
||||||||||||||||||||||||||||||||
Shares
|
Par
|
Shares
|
Amount
|
Shares
|
Par
|
In
Capital
|
Development
Stage
|
Total
|
||||||||||||||||||||||||||||
Balance,
April 25, 2006
|
-
|
$ |
-
|
-
|
$ |
-
|
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
|||||||||||||||||||||
Stock
issued to founder
|
-
|
-
|
33,229,200
|
180
|
-
|
-
|
-
|
-
|
180
|
|||||||||||||||||||||||||||
Stock
issued for services
|
-
|
-
|
1,750,000
|
140,000
|
-
|
-
|
-
|
-
|
140,000
|
|||||||||||||||||||||||||||
Stock
issued for services
|
70,000
|
5,600
|
-
|
-
|
-
|
-
|
5,600
|
|||||||||||||||||||||||||||||
Stock
contributed by shareholder
|
-
|
-
|
(1,166,650 | ) |
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||
Stock
issued for cash
|
-
|
-
|
400
|
200
|
-
|
-
|
-
|
-
|
200
|
|||||||||||||||||||||||||||
Stock
issued for cash
|
-
|
-
|
400
|
200
|
-
|
-
|
-
|
-
|
200
|
|||||||||||||||||||||||||||
Fair
value of warrants issued
|
-
|
126,435
|
126,435
|
|||||||||||||||||||||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(530,321 | ) | (530,321 | ) | |||||||||||||||||||||||||
Balance,
December 31, 2006
|
-
|
-
|
33,883,350
|
146,180
|
-
|
-
|
126,435
|
(530,321 | ) | (257,706 | ) | |||||||||||||||||||||||||
Stock
issued for cash
|
175,000
|
15,000
|
-
|
-
|
-
|
-
|
15,000
|
|||||||||||||||||||||||||||||
Stock
issued for cash
|
1,200,000
|
103,000
|
-
|
-
|
-
|
-
|
103,000
|
|||||||||||||||||||||||||||||
Stock
issued for cash
|
900,000
|
3,000
|
-
|
-
|
-
|
-
|
3,000
|
|||||||||||||||||||||||||||||
Stock
issued for cash
|
187,500
|
15,000
|
-
|
-
|
-
|
-
|
15,000
|
|||||||||||||||||||||||||||||
Stock
issued for cash
|
187,500
|
15,000
|
-
|
-
|
-
|
-
|
15,000
|
|||||||||||||||||||||||||||||
-
|
||||||||||||||||||||||||||||||||||||
Stock
issued for services
|
200,000
|
16,000
|
-
|
-
|
-
|
-
|
16,000
|
|||||||||||||||||||||||||||||
Stock
issued for cash
|
1,312,500
|
105,000
|
-
|
-
|
-
|
-
|
105,000
|
|||||||||||||||||||||||||||||
Net
loss, six months ended June 30, 2007
|
-
|
-
|
-
|
-
|
-
|
(219,925 | ) | (219,925 | ) | |||||||||||||||||||||||||||
Balance,
June 30, 2007
|
-
|
$ |
-
|
38,045,850
|
$ |
418,180
|
-
|
$ |
-
|
$ |
126,435
|
$ | (750,246 | ) | $ | (205,631 | ) | |||||||||||||||||||
Kraig
Biocraft Laboratories, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Condensed
Statements of Cash Flows
|
||||||||||||
(Unaudited)
|
||||||||||||
Six
Months Ended June 30, 2007
|
For
the period from April 25, 2006 (Inception) to June 30,
2006
|
For
the Period from April 25, 2006 (Inception) to June 30,
2007
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||||
Net
Loss
|
$ | (219,925 | ) | $ | (312,139 | ) | $ | (750,246 | ) | |||
Adjustments
to reconcile net loss to net cash used in operations
|
||||||||||||
Stock
issued for services
|
16,000
|
266,615
|
288,215
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
in prepaid expenses
|
(37,900 | ) |
-
|
(37,900 | ) | |||||||
Increase
in accrued expenses
|
38,505
|
33,241
|
277,468
|
|||||||||
Increase
in accounts payable
|
2,169
|
2,283
|
11,302
|
|||||||||
Net
Cash Provided by (Used In) Operating Activities
|
(201,151 | ) | (10,000 | ) | (211,161 | ) | ||||||
Cash
Flows From Investing Activities:
|
||||||||||||
-
|
-
|
-
|
||||||||||
Net
Cash Provided By Investing Activities
|
-
|
-
|
-
|
|||||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Proceeds
from Notes Payable - Stockholder
|
-
|
10,000
|
10,000
|
|||||||||
Repayment
of Notes Payable - Stockholder
|
(10,000 | ) |
-
|
(10,000 | ) | |||||||
Proceeds
from issuance of common stock
|
256,000
|
400
|
256,400
|
|||||||||
Net
Cash Provided by Financing Activities
|
246,000
|
10,400
|
256,400
|
|||||||||
Net
Increase (Decrease) in Cash
|
44,849
|
400
|
45,239
|
|||||||||
Cash
at Beginning of Period/Year
|
390
|
-
|
-
|
|||||||||
Cash
at End of Period/Year
|
$ |
45,239
|
$ |
400
|
$ |
45,239
|
||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||
Cash
paid for interest
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||
Cash
paid for taxes
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||
SUPPLEMENTAL
DISCLOSURE OF NON CASH ITEMS
|
|
During
the period ended December 31, 2006, the principal stockholder contributed
1,166,650
|
|
shares
of common stock to the Company as an in kind contribution of
stock. The shares were
|
|
retired
by the Company.
|
NOTE
1
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
|
NOTE
2
|
GOING
CONCERN
|
NOTE
3
|
STOCKHOLDERS’
DEFCIT
|
NOTE
4
|
COMMITMENTS
AND CONTINGENCIES
|
NOTE
5
|
RELATED
PARTY TRANSACTIONS
|
NOTE
6
|
SUBSEQUENT
EVENTS
|
Kraig
Biocraft Laboratories, Inc.
|
||||
(A
Development Stage Company)
|
||||
Statements
of Operations
|
||||
Period
from April 25, 2006 (Inception) to December 31,
2006
|
||||
Revenue
|
$ |
-
|
||
Operating
Expenses
|
||||
General
and administrative
|
7,843
|
|||
Officer's
Compensation
|
249,768
|
|||
Contract
settlement
|
107,143
|
|||
Research
and Development
|
164,913
|
|||
Total
Operating Expenses
|
529,667
|
|||
Net
loss from Operations
|
(529,667 | ) | ||
Other
Expense
|
||||
Interest
Expense
|
(654 | ) | ||
Total
Other expense
|
(654 | ) | ||
Loss
from Operations
|
(530,321 | ) | ||
Provision
for Income Taxes
|
-
|
|||
Net
Loss
|
$ | (530,321 | ) | |
Loss
per Common Share - Basic and Diluted
|
$ | (0.02 | ) | |
Weighted
average number of shares outstanding
|
||||
during
the period - basic and diluted
|
32,950,041
|
|||
Kraig
Biocraft Laboratories, Inc.
|
||||||||||||||||||||||||||||||||||||
(A
Development Stage Company)
|
||||||||||||||||||||||||||||||||||||
Statement
of Changes in Stockholders Deficiency
|
||||||||||||||||||||||||||||||||||||
For
the period from April 25, 2006 (inception) to December 31,
2006
|
||||||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||||||
Additional
|
Deficit
During
|
|||||||||||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock - Class A
|
Common
Stock - Class B
|
Paid
In
|
Development
|
||||||||||||||||||||||||||||||||
Shares
|
Par
|
Shares
|
Par
|
Shares
|
Par
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||||||||
Balance,
April 25, 2006
|
-
|
$ |
-
|
-
|
$ |
-
|
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
|||||||||||||||||||||
Stock
issued to founder
|
-
|
-
|
33,229,200
|
180
|
-
|
-
|
-
|
180
|
||||||||||||||||||||||||||||
Stock
issued for services
|
-
|
-
|
1,750,000
|
140,000
|
-
|
-
|
-
|
140,000
|
||||||||||||||||||||||||||||
Stock
issued for services
|
70,000
|
5,600
|
-
|
-
|
-
|
5,600
|
||||||||||||||||||||||||||||||
Stock
contributed by shareholder
|
-
|
-
|
(1,166,650 | ) |
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||
Stock
issued for cash
|
-
|
-
|
400
|
200
|
-
|
-
|
-
|
200
|
||||||||||||||||||||||||||||
Stock
issued for cash
|
-
|
-
|
400
|
200
|
-
|
-
|
-
|
200
|
||||||||||||||||||||||||||||
Warrants
issued to employee
|
126,435
|
126,435
|
||||||||||||||||||||||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(530,321 | ) | (530,321 | ) | ||||||||||||||||||||||||||
Balance,
December 31, 2006
|
-
|
$ |
-
|
33,883,350
|
$ |
146,180
|
-
|
$ |
-
|
$ |
126,435
|
$ | (530,321 | ) | $ | (257,706 | ) | |||||||||||||||||||
SUPPLEMENTAL
DISCLOSURE OF NON CASH ITEMS
|
During
the period ended December 31, 2006, the principal stockholder contributed
1,166,650
|
shares
of common stock to the Company as an in kind contribution of
stock. The shares were
|
retired
by the Company.
|
NOTE
1
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
|
NOTE
2
|
GOING
CONCERN
|
NOTE
3
|
STOCKHOLDERS’
DEFCIT
|
NOTE
4
|
COMMITMENTS
AND CONTINGENCIES
|
NOTE
5
|
RELATED
PARTY TRANSACTIONS
|
NOTE
6
|
SUBSEQUENT
EVENTS
|
Securities
and Exchange Commission registration fee
|
$ |
15.64
|
||
Federal
Taxes
|
$ |
0
|
||
State
Taxes and Fees
|
$ |
0
|
||
Transfer
Agent Fees
|
$ |
0
|
||
Accounting
fees and expenses
|
$ |
6,000
|
||
Legal
fees and expense
|
$ |
35,000
|
||
Blue
Sky fees and expenses
|
$ |
0
|
||
Miscellaneous
|
$ |
0
|
||
Total
|
$ |
41,015.64
|
Sean
March
|
4,000,000
|
Nicholas
G. Kontos
|
2,250,000
|
Edward
M. Defeudis
|
830,000
|
Woodland
Hills Fund, SA
|
600,000
|
Coral
Springs Fund, SA
|
300,000
|
Kristin
Lee Sirota
|
10,000
|
Ann
Harvey
|
10,000
|
Barry
S. Wattenberg
|
10,000
|
Lucie
Rousse
|
10,000
|
Karen
E. Gallagher
|
6,000
|
Kyan
W. Kraus
|
6,000
|
Carlos
E. Gauch
|
5,000
|
Sarah
Ferreira
|
5,000
|
Caroline
Sirota
|
5,000
|
Priscila
Ferreira
|
2,500
|
Gene
Defeudis
|
830,000
|
Heidi
Thompson
|
5,000
|
Frank
Thompson
|
5,000
|
Jonathan
Sweet
|
10,000
|
Gary
Lam
|
2,500
|
Frank
Dantimo
|
6,000
|
Denise
M Demarco Dantimo
|
6,000
|
Sirota
& Associates PA
|
54,000
|
JR
Acquisitions & Consultants
|
28,000
|
Marcos
A. Lopez, Jr.
|
2,500
|
Olga
C. Lopez
|
2,500
|
Camila
Camargo
|
2,500
|
Bizmar
Martinez
|
2,500
|
Michelle
Y. Galletto
|
2,500
|
Inversiones
G & G Corp.
|
2,500
|
Douglas
Nicaragua
|
2,500
|
Michael
L. Price
|
3,000
|
(A)
|
No
general solicitation or advertising was conducted by us in connection
with
the offering of any of the Shares.
|
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
an
“investment company” within the meaning of the federal securities
laws.
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities,
nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with
the
purchase or sale of any security.
|
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were
not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
|
|
(E)
|
None
of the investors are affiliated with any of our directors, officers
or
promoters or any beneficial owner of 10% or more of our
securities.
|
EXHIBIT
|
|
NUMBER
|
DESCRIPTION
|
3.1
|
Articles
of Incorporation
|
3.2
|
By-Laws
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
10.1
|
Employment
Agreement between Kraig Biocraft Laboratories and Kim
Thompson
|
10.2
|
Securities
Purchase Agreement between Kraig Biocraft Laboratories and Worth
Equity
Fund, L.P. and Mutual Release.
|
10.3
|
Securities
Purchase Agreement between Kraig Biocraft Laboratories and Lion
Equity
|
21
|
Subsidiaries
|
23.1
|
Consent
of Webb & Company, P.A.
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement
to:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
|
|
(iii)
|
Include
any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material
change
to such information in the registration statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering therein, and the offering of such securities at that time
shall
be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
By:
|
/s/
Kim Thompson
|
|
KIM
THOMPSON
|
|
President,
Chief Executive Officer, Principal Financial and Accounting Officer
and
Chairman of the Board of Directors
|
By:
|
/
s/
Kim Thompson
|
President,
Chief Executive Officer,
|
|
KIM
THOMPSON
|
Principal
Financial and Accounting Officer and Chairman of the Board of
Directors
|
|
|
|
60,000,000
shares Class A common stock
|
No
par value,
|
25,000,000
shares Class B common stock (no voting rights)
|
No
par value,
|
10,000,000
shares Preferred stock.
|
No
par value,
|
60,000,000
shares Class A common stock.
|
No
par value,
|
25,000,000
shares Class B common stock (no voting rights).
|
No
par value,
|
10,000,000
shares Preferred stock.
|
No
par value,
|
By:
|
/
s/ Gregg
E. Jaclin
GREGG
E. JACLIN
|
Executive
|
Company
|
/s/ Kim
Thompson
|
/s/ Kim
Thompson
|
Kim
Kraig Thompson
|
Kim
Kraig Thompson
|
C.E.O. | |
On behalf of Kraig Biocraft Laboratories, Inc. |
|
1. Upon
the Company's successful laboratory development of a
new
silk
fiber composed of one or more proteins
that are exogenous to a host and one or more proteins that are
endogenous to a host, the company will: 1) Release Executive
from the condition subsequent on a eight year warrant on 500,000
shares of
the company stock at an aggregate exercise price of $100,000 and,
2) raise
Executive's base pay by 14%.
|
|
2. Upon
the Company's successful laboratory development of a new silk fiber
composed of two
or
more
proteins that are exogenous to a host, whether or not combined
with one or
more proteins that are endogenous to a host, the company will:
1) Release
Executive from the condition subsequent on a eight year warrant
on 600.000
shares of the
company
stock at an aggregate exercise price of $110,000, and: 2)
raise
Executive's base pay by 15%.
|
|
3.
Upon
the Company's successful laboratory development of a new silk
fiber
composed, at least in part, of one or
more
synthetic proteins, the company will 1) Release Executive
from the
condition subsequent on a eight year warrant on 900,000 shares
of the
company stock at an aggregate exercise price of $160,000, and;
2) raise
Executive's base pay by 18%.
|
|
4.
Upon
the Company's successful laboratory development of a new silk
fiber
composed, at [east in part, of one or more proteins that are
genetic
modifications or induced mutations of a host silk proteins, the
company will raise Executive's base pay by
8%.
|
|
5.
Upon the Company's successful laboratory development
of two out of three
of the silk fibers referenced in subsections 1, 2 and
3 above, rite Board
of Directors meet (within 60 days of said event) and
consider what bonus
compensation would be appropriate and suitably rewarding
to Executive
under the totality of the
circumstances.
|
|
6.
Upon the Company's becoming either a registered
company (in the United
States or any foreign jurisdiction) or
upon its stock being traded on the
pink sheets or the OTC Bulletin Board,
and upon the Company's achieving an
average market capitalization over a 120
calendar day period, in excess of
$35,000,000 the company will raise Executive's
base pay to $225,000, It
Executive's base pay is less than that
amount at the
time.
|
|
7.
Upon the Company's becoming either a
registered company (in the United
States or any foreign jurisdiction) or
upon its stock being traded on the
pink sheets or the OTC Bulletin Board,
and upon the Company's achieving en
average market capitalization over
a
91
calendar
day period, in excess of 565,000,000
the company will raise Executive's
base pay to $260,000, if Executive's
base pay is less than that amount at
the time.
|
|
8.
Upon the Company's becoming
either a registered company
(in the United
States or any foreign jurisdiction)
or upon its stock being
traded on the
pink sheets or the OTC
Bulletin Board, and upon
the Company's achieving
an
average market capitalization
over a 91 calendar day
period, in excess of
$100,000,000 the company
will raise Executive's
base pay to $290,000, if
Executive's base pay is
loss than that amount at
the
time.
|
|
9.
Upon
the Company's
becoming
either
a registered
company
(in the
United
States
or any
foreign
jurisdiction)
or upon
its stock
being traded
on the
pink
sheets
or the
OTC Bulletin
Board,
and upon
the Company's
achieving
an
average
market
capitalization
over a
120 calendar
day period,
in excess
of
$200,000,000
the company
will raise
Executive's
base pay
to $365,000,
if
Executive's
base pay
is less
than that
amount
at the
time.
|
|
10.
Upon
the
Company's
becoming
either
a
registered
company
(in
the
United
States
or
any
foreign
jurisdiction)
or
upon
its
stock
being
traded
on
the
pink
sheets
or
the
OTC
Bulletin
Board,
and
upon
the
Company's
achieving
an
average
market
capitalization
over
a
150
calendar
day
period,
in
excess
of
$350,000,000
the
company
will
raise
Executive's
base
pay
to
$420,000,
if
Executive's
base
pay
is
less
than
that
amount
at
the
time.
|
If
to Company:
|
Kraig
Biocraft Laboratories, inc. Attention: CORP 95
109
E 17
th
Street, Suite 7
Cheyenne,
WY 82001
|
If
to Executive:
|
Executive
|
Company
|
/s/ Kim
Thompson
|
/s/ Kim
Thompson
|
Kim
Kraig Thompson
|
Kim
Kraig Thompson
|
C.E.O. | |
On behalf of Kraig Biocraft Laboratories, Inc. |
|
1.1
|
175,000
shares of Stock for S15,000 within five (5) business days of execution
of
this Agreement;
|
|
1.2
|
1,750,000
shares of Stock for $150,000 within thirty (30) business days
of
|
|
execution
of this Agreement;
|
|
1.3
|
1,166,650
shares of Steele for $100„000 within one hundred and eighty (130) days of
execution of this Ageement and
|
|
1.4
|
At
Purchaser's option, up to 10;908,350 additional shares of Stock for
$0.085714 per share on or before a date that is one year from the
execution of this Agreement (the "Additional
Purchase").
|
2.
|
Closing
and Payments
. Subject to the terms and conditions hereof, and in
'reliance: upon The written representations and warranties of the
Company,
Purchaser will purchase, at closing on the dates set forth in Section
1,
the Stock as set forth in Section 1 (the "Closings"). The Closings
shall
be held at the offices of Guzov Ofsink, LLC, 600 Madison Avenue 14
th
floor, New
York, New York 10022. At the Closings, the Company will deliver to
TV-chaser original stock certificates evidencing the Stock to be
purchased
hereunder and Purchaser will deliver to Sellers the purchase price
by wire
transfer, cashier's check, or by such cattier moans as the Parties
may
agree upon in writing.
|
3.
|
Representations,
Warranties and Covenants of the Company
. The Company hereby
represents, warrants and covenants to Purchaser that the statements
in the
following paragraphs of this Section 3 are an true and complete as
of the
date hereof
|
|
3.1
|
Authority;
Due Authorization
. This Agreement has been duly and validly executed
and delivered by the Company, and upon the execution and delivery
by
Purchaser of this Agreement and the performance by Purchaser of its
obligations herein, will constitute, a legal, valid and binding obligation
of the Company enforceable against it in accordance with its terms,
except
as such enforcement may be limited by bankruptcy or insolvency laws
or
other laws affecting enforcement of creditors' rights or by general
principles of equity.
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|
3.2
|
No
Conflicts
. The execution and delivery by the Company of this Agreement
does not and the- performance by the Company of its obligations under
this
Agreement and the consummation of the transactions contemplated hereby
will not, conflict with or result in a violation or breach of any
of the
terms, conditions or provisions of any other agreement to which the
company is a party.
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|
3.3
|
Valid
issue
. The Stock being purchased by the Purchaser hereunder shall
be
at the Closings, duly and validly issued, fully paid, and non-assessable
and in each instance have been issued in accordance with the registration
requirements or applicable securities laW:4, including, without
limitation, the Securities Act of 1933, as amended (the “Act”), or valid
exemptions there from.
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|
3.4
|
Corporate
Documents
. The Company's current certificate of incorporation
and
|
|
bylaws,
as of the date hereof and arc in the form attached hereto as attachment
A.
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|
3.5
|
The
Company
. The Company, and its subsidiaries, are corporations duly
incorporated, validly existing and in good standing under the laws
of its
jurisdiction of incorporation.
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|
3.6
|
Capitalization
of the Company
. Immediately prior to the first Closing, the authorized
capital stock of the Company shall consist of a total of 60,000,000
shares
of Class A Common Stock, no par value, 25,000,000 shares of Class
B Common
Stock, no par value, and 10,000,000 shares of Preferred Stock, no
par
value. Immediately prior to the Closings there will be no shares
of
preferred stock outstanding, no shares of Class B Common Stock outstanding
and no more than 35,050,000 shares of Common Stock
outstanding.
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|
3.7
|
Subsidiaries
.
The Company is not own, directly or indirectly, any capital stock
or other
equity securities of any other corporation, partnership, limited
liability
company, association or other business entity. The Company is not
a
participant in any joint venture, partnership or similar
arrangement.
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|
3.8
|
Financial
Statements
. The Company's financial statements annexed hereto as
Attachment 13 (the "Financial Statements") fairly present the financial
condition and operating results of the Company as of the dates, and
for
the periods, indicated therein, subject to normal year-end audit
adjustments. Except as set forth in the Financial Statements, the
Company
has no material liabilities (contingent or otherwise). Except as
disc1osed
in the Financial Statements, the Company is not a guarantor or indemnitor
of any indebtedness of any other person, firm or corporation. The
Company
intends to maintain a standard system of accounting established and
administered in accordance with U.S.
GAAP.
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|
3.9
|
No
Conflicts
. Neither the Company, nor any subsidiary, is in violation of
in conflict with, in breach of or in default under any term or provision
of, and no right or any party to accelerate, terminate, modify or
cancel
has come into existence under. (i) its Certificate of Incorporation
or
By-laws (each as may have been amended, supplemented or restated),
(ii)
any provision of any judgment, writ, injunction, decree; or order
to which
the any of then is a party; or (iii) any law, statute, rule or regulation
applicable to any or them.
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|
3.10
|
Litigation
.
There is no action, suit, proceeding; or investigation pending or,
to the
best knowledge of the Company, currently threatened against the Company
or
any subsidiary that may affect the validity of this Agreement or
the right
of the company to enter into this Agreement or to consummate the
transactions contemplated hereby.
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|
3.11
|
Brokers’
Fees and Commissions
. Neither the Company nor any of its officers,
directors, employees, stockholders, agents or representatives, have
employed any investment banker, broker, or finder in connection with
the
transactions contemplated by this Agreement and no such person or
entity
is entitled to a fee with respect to the transactions contemplated
by this
Agreement.
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|
3.12
|
Applicable
Law
. The Company has complied in all respects with applicable federal
and state laws, rules and regulations applicable to it and all shares
of
capital stock of the Company have been issued in accordance with
applicable federal and state securities laws, rules and
regulations.
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|
3.13
|
Books
and Financial Records
. All the accounts, books, resisters, ledgers,
Board minutes and financial and other material records of whatsoever
kind
of each of the Company arid its subsidiaries have been fully properly
and
accurately kept and completed; there are no material inaccuracies
or
discrepancies of any kind contained or reflected therein; and they
give
and reflect a true and fair view of the financial, contractual and
legal
position of each company.
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|
3.14
|
Employee
Benefit Plans
. The Company does net have any "Employee Benefit Plan"
as defined in the U.S. Employee Retirement Income Security Act of
1974 or
similar plans under applicable
laws.
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|
3.15
|
Tax
Returns, Payment and Elections
. Each of the Company and its
subsidiaries has timely filed all Tax (as defined below) returns,
statements, reports, declarations and other forms and documents
(including, without limitation estimated Tax returns and reports
and
material information returns and reports) ("Tax. Returns") required
pursuant to applicable law to he filed with any Tax Authority (as
defined
below), all such Tax Returns are accurate, complete and correct in
all
material respects, and each Company has timely paid all Taxes
due.
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|
3.16
|
Minute
Books
. The minute books of each of the Company and its subsidiaries
contain at complete summary of all meetings of directors and stockholders
since the time of incorporation of such company and reflect all
transactions referred to in such minutes accurately in all material
respects.
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|
3.17
|
Labor
Agreements and Actions: Employee Compensation
. Neither the Company,
nor any of its subsidiaries is bound by or subject to (and none of
its
assets or properties is bound by or subject to any written or oral,
express or implied, contract., commitment or arrangement with any
labor
union, and no labor union has requested nor has sought to represent
any of
the employees, representatives or agents of any such
company.
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|
3.18
|
Investment
Company
. The Company is not an "investment company" or a
company "controlled" by an "investment company," within the meaning
of the
investment Company Act: of 1940, as
amended.
|
4.
|
Representations
and Warranties of Purchaser
. Purchaser hereby represents and warrants
to the Company that the statements in the following paragraphs of
this
Section 4 are all true and complete as or the date
hereof:
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|
4.1
|
Exempt
Transaction
. Purchaser understands that the offering and sale of the
Stock is intended to be exempt from registration under the Act
and exempt
from registration or qualification under any state
law.
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|
4.2
|
Authorization.
Purchaser represents that it has full power and authority
to enter into
this Agreement. This Agreement has been duly and validly
executed and
delivered by Purchaser, and upon the execution and delivery
by Sellers or
this Agreement and the performance by Sellers of their
obligations herein,
will constitute, a legal, valid and binding obligation
of Purchaser
enforceable against Purchaser in accordance with its terms,
except as such
enforcement may be limited by bankruptcy or insolvency
laws or other laws
affecting enforcement of creditors' rights or by general
principles of
equity.
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|
4.3
|
Purchase
for Own Account.
The Stock to he purchased by Purchaser hereunder
will
be acquired for investment for Purchaser's own account,
not as a nominee
or agent, and not with a view to the public resale
or distribution
thereof, and Purchaser has no present intention of
selling, granting- any
participation in, or otherwise distributing the
same.
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|
4.4
|
Investment
Experience-
The Purchaser understands that the purchase
of the Stock
involves substantial risk and understands the
risk disclosures set forth
in Attachment C. Purchaser understands that the
securities which are
offered hereby are highly speculative and involve
a high degree of risk
and are only suitable for those persons who,
like the Purchaser, can
afford to bear the full risk of losing their
entire investment. The
Purchaser has carefully considered the numerous
risks that face a new
business venture and especially a new enterprise
which is involved in
highly speculative scientific and biological
laboratory
research.
|
5.
|
Conditions
to the Purchaser's Obligations at the
Closing
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|
5.1
|
Conditions
to Each Closing.
Subject to the terms hereof, the obligation of the
Purchaser to purchase Stock at a Closing is subject to
the fulfillment,
prior to the Closing to the satisfaction of the Purchaser,
of the
following conditions, the waiver of which shall not be
effective against
Purchaser without written consent
thereto.
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|
5.1.1
|
Representations and Warranties True and Correct . The representations and warranties made by the Company in Section 3 hereof shall be true and correct and complete as of the date hereof and shall be true and correct and complete as of the date of the Closing with the same force and effect as if they had been made on and as of such date. |
|
5.1.2
|
Performance of Obligations . The Company shall have performed end complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before a Closing, or after a Closing. |
6.
|
Conditions
to the Company's Obligations at the
Closings.
|
|
6.1
|
The
obligations of the Purchaser under this Agreement
are subject to the
fulfillment at or before each Closing of the following
conditions:
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|
6.1.1
|
Representations
and Warranties
. The
representations and warranties of the Purchaser contained
in Section 4
hereof shall be true and correct as of such
Closing.
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|
6.1.2
|
Payment of Purchase
Price
.
Purchaser shall have delivered to the Sellers the applicable
purchase
price.
|
7.
|
Additional
Agreements and Investor Rights.
|
|
7.1
|
Company
Agreements
.
|
|
7.1.1
|
Registration
Rights
.
|
|
7.1.1.1
|
Filing
of Registration Statement
. The Company shall file a registration
statement with the SEC under the Securities Act on
an appropriate form for
the registration of the resale of the Stock by the
Purchaser or its
designees within sixty (60) days or a written request
by the Purchaser. In
the event additional shares of Stock are issuable
pursuant to Section
7.1.5, the Company shall file registration statement
(or a post-effective
amendment to the registration required by this Section
to register such
additional Stock) with the SEC under the Securities
Act For the
registration of the Stock within sixty (60) days
of a written request by
Purchaser. This provision 7.1.1 and its subsections
are conditioned on the
Purchaser having fully or substantially exercised
its option under Section
1.4 for the Additional
Investment.
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|
7.1.1.2
|
Effective
Registration Statement
. The Company shall use reasonable efforts
to
cause a. registration statement required pursuant
to this
Section
7.1.1
to be declared effective by the SEC. A registration
statement
shall not be deemed to have been effected unless
the registration
statement has been declared effective by the
SEC and has remained
effective in compliance with the provisions of
the Securities Act with
respect to the disposition of all of the Stock
covered by such
registration statement until such time as all
of the Stock has been
disposed or in accordance with the intended methods
of disposition by each
selling stockholder set forth in such registration
statement (unless the
failure to so dispose of such Shares shall be
caused solely by reason of a
failure on the part of the selling
stockholders).
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|
7.1.1.3
|
Expenses
.
All expenses (other than fees of counsel
to the Purchaser) incurred in
connection with registration, filings or
qualifications of Shares pursuant
to this Sec(ion 7.1.1, including (without
limitation) all registration,
filing, and qualification fees, printers'
and accounting fees, fees and
disbursement of counsel for the Company,
shall be borne by the
Company.
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|
7.1.1.4
|
Registration
Procedures.
The Company shall, as expeditiously as
possible:
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|
7.1.1.4.1
|
use
its best efforts to cause, the registration statement filed pursuant
to
this Section to be declared elective by the SEC within 150 days
from the
date of the initial filing;
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|
7.1.1.4.2
|
with
regard to Section 7.1.1.4.1, after the 180
th
day after
the date of the initial filing, and for each 30-calendar day
period
thereafter in which the registration statement fails to be declared
effective:, the Company shall issue to purchaser a number or
shares of
Stock equal to 2% of Purchaser's Stock covered by such registration
statement at that time, up to a maximum of 10%, which Stock shall
be
included in the registration
statement;
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|
7.1.1.4.3
|
prepare
and file with the SEC such amendments and supplements to such
registration
statement and the prospectus used in connection therewith as
may be
necessary to keep such registration statement effective and
to comply with
the provisions of the Securities Act with respect to the disposition
of
all the Stock covered by such registration statement until
the earlier of
the time as all of such Stock have been disposed of in accordance
with the
intended methods of disposition by the Investors set forth
in such
registration statement or the date that the Shares are eligible
for resale
pursuant to the provisions of Rule 144 under the Securities
Act;
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|
7.1.1.4.4
|
furnish
to the investors' counsel copies of any correspondence between
the Company
and the SEC with respect to such registration statement or
amendments or
supplements thereto filed;
|
|
7.1.1.4.5
|
use
its reasonable best efforts to (A) register or qualify
the Shock under
such other securities or blue sky laws of such states and
jurisdictions
where an exemption is not available and as the investors
shall reasonably
request, (B) keep such registration or qualification in
effect. for so
long as such registration statement remains in effect,
and (C.) take any
other action which may be reasonably necessary or advisable
to enable the
Investors to consummate the disposition in such jurisdictions
of the
securities to be sold by the Investors, except that the
Company shall not
for any such purpose be required to qualify generally to
do business as a
foreign corporation in any jurisdiction wherein it would
not but for the
requirements of this subdivision (vii) be obligated to
be so qualified or
to consent to general service of process in any such
jurisdiction;
|
|
7.1.1.4.6
|
notify
the Purchaser at any time when a prospectus relating
thereto, is required
to be delivered under the Securities Act, upon discovery
that, or upon the
happening of any event as a result of which, the prospectus
included in
such registration statement, as then in effect, includes
an untrue
statement of a material fact or omits to state any
material fact required
to be stated therein or necessary to make the statements
therein not
misleading, in the light of the circumstances under
which they were made,
and at the request of the Investors promptly prepare
and furnish to it a
reasonable number of copies of a supplement to or an
amendment of such
prospectus as may be necessary so that, as thereafter
delivered to the
purchasers of such securities, vet) prospectus shall
not include an untrue
statement of a material fact or omit to state a material
fact required to
he stated therein or necessary to make the statements
therein not
misleading in light of the circumstances under which
they were made;
and
|
|
7.1.1.4.7
|
otherwise
use its reasonable best efforts to comply with all applicable
rules and
regulations of the SEC.
|
|
7.1.1.5
|
Indemnification
by the Company
. With regard to any registration Statement,
the Company
will and hereby does, indemnify and hold harmless
Purchaser and its
directors, officers, partners, agents and affiliates,
against any losses
whatsoever, joint or several, to which Purchaser
or any, such director,
officer, partner, agent, affiliate or controlling
person may become
subject under the Securities Act or otherwise,
including, without
limitation, the Fees and expenses of legal counsel,
insofar as such any
losses arise out of or are based upon any untrue
statement or alleged
untrue statement of any material fact contained
in any registration
statement any preliminary prospectus, final prospectus
or summary
prospectus contained therein, or any amendment
or supplement thereto, or
any omission or alleged emission to state therein
a material fact required
to be stated therein or necessary to make the statements
therein in light
of the circumstances in which they were made not
misleading, and the
Company will reimburse such Purchaser and each
such director, officer,
partner, agent, affiliate and controlling person
for any legal or any
other expenses reasonably incurred by them in connection
with
investigating or defending any such any claims.
Such indemnity shall
remain in full force area effect regardless Of
any investigation made by
or on behalf of such Purchaser or any such director,
officer, partner,
agent, affiliate or controlling person and shall
survive the transfer of
such securities by the Purchaser. The indemnification
and contribution
required by this Section shall be made by periodic
payments of the amount
thereof during the course of the investigation
or defense, as and when
bills are received or losses are
incurred.
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|
7.1.2
|
[Intentionally
Omitted]
|
|
7.1.3
|
Rule
144
. The Company agrees that in the event
Purchaser, or any of its
direct transfers wish to sell their Stock pursuant
to Rule 144 under the
Securities Act, the Company shall use its best
efforts to remove any
restrictive legend from such Stock or otherwise
facilitate such holder's
being able to sell the stock and in no event
shall take more than three
(3) business days to remove a restrictive legend
from stock upon the
presentation of proper representation letters
and a Form 144 (if
necessary). In the event of breach of this
Section 7.1.3, the Company
shall repurchase the Stock, at the holder's
option, at the highest price
during the thirty (30) days following the
breach.
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|
7.1.4
|
Access
to Books and Records.
For a period of twenty four
(24) month after the
date of this Agreement, the Company
shall grant to Purchaser, upon at
least two (2) business days written
notice, access to all of its corporate
books and records.
|
|
7.1.5
|
Anti-Dilution
.
|
|
7.1.5.1
|
Subject
to Section 7.1.52,
in the event
that a Closing
under Section
1.3 shall
occur and during
the twenty four
(24) months after
the date of this
Agreement, the
Company shall
sell or issue
to any person
or entity Stock
at a price or
valuation of
less than $0.085714
per share (as
may be
adjusted for
any stock splits
or other events)(a
"Dilutive Issuance"),
then the Company
shall as soon
as practicable
issue to the
Purchaser a
number of additional
shares of Stock
yielded by the
following
formula:
|
|
7.1.5.2
|
In
the event that a Closing is held for the Additional
Investment and during
the twenty four (24) months after the date of this
Agreement the Company
shall effect a Dilutive Issuance, then the Company
shall, as soon as
practicable issue to the Purchaser a number of
shares of Stock yielded by
the following formula. When and if this Section
becomes effective, Section
7.1.5.1 shall no longer be
effective:
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|
7.1.5.3
|
Excepted
Issuance
. Notwithstanding the foregoing provisions
of this Section
7.1.5:
|
|
|
a)
within sixty (60) days of this Agreement,
the Company may issue to
purchasers of 1,166,650 shares of
Stock who pay at least $0.085714
per
such share, up to 1,166,650 additional
shares of Stock at any price
without the same being subject to
this section 7.1.5, alt the condition
that Kim Thompson shall return to
the Company for cancellation, and
the
Company shall have canceled, 1,166,650
of his shares of
Stock.
|
|
|
b)
the Company may issue to
employees or university'
research personnel
shares of Stock as employee
incentives and bonuses,
without the same being
subject to this section
7.1.5.
|
|
7.1.6
|
Stock
Splits
. For a period or twenty four (24) months after the execution
of
this Agreement, the Company shall not, without the written consent
of the
Purchaser, affect any stock split. This provision is conditioned
on the
Purchaser having fully or substantially exercised its option under
provision 1.4 above and having otherwise satisfactorily meet its
obligations under this agreement.
|
|
7.1.7
|
Provision
of Shell Company
. The Company hereby agrees that within six (6) months
of the date of' this Agreement it shall purchase from Purchaser a
majority
interest in a publicly held "shell" company which it shall use for
a
reverse merger transaction for the Company. Worth will consult with
and
coordinate with Company concerning the above described purchase of
a
publicly held corporate entity. The Company shall have the right
to
approve any such purchase and the resulting, reverse merger. This
provision is subject to the Company's reasonable due diligence on
the
proposed shell and upon the parties good faith negotiation ever the
purchase price of each shell. This provision is conditioned on the
Purchaser having fully or substantially exercised its option tinder
provision 1.4 above.
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|
8.1
|
Governing
Law: Jurisdiction
. Any dispute, disagreement, conflict of
interpretation or claim arising out of or relating to this Agreement,
or
its enforcement, shall be governed by the laws of the State of Florida.
Sellers and Purchaser hereby irrevocably and unconditionally submit,
for
themselves and their property, to the nonexclusive
Jurisdiction of the State courts of the State of Florida and of
the United States District Court of the Southern District of Florida,
and
any appellate
court
from any thereof, in any action or proceeding arising out of or relating
to this Agreement, or for recognition or enforcement of any judgment,
and
each of the parties hereto hereby irrevocably and unconditionally
agrees
that all claims in respect of any Such action or proceeding between
the
two of them may be heard and determined in such Florida State or,
to the
extent permitted by law, in such Federal
court.
|
|
8.2
|
Counterparts.
This Agreement may be executed in two or more counterparts, with
facsimile
signatures, each of which shall be deemed an original, but all
of which
together shall constitute one and the same agreement. A telefaxed
copy of this Agreement shall be deemed an
original.
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|
8.3
|
Headings.
The headings and captions used in this Agreement are used
for convenience
only and are not to be considered in construing or interpreting
this
Agreement. All references in this Agreement to sections,
paragraphs,
exhibits and schedules shall, unless otherwise provided,
refer to sections
and paragraphs Hereof and exhibits and schedules attached
hereto, all of
which exhibits and schedules are incorporated herein by
this
reference.
|
|
8.4
|
Cost,
Expenses.
Each party hereto shall bear its own costs in
connection with the preparation, execution and delivery of this
Agreement.
|
|
8.5
|
Amendments
and Waivers.
Any term of this Agreement may be amended
and the
observance of any term of this agreement may he waived
(either
generally or in a particular instance and either
retroactively or prospectively), only with the written, consent
of the Parties. No delay or omission to exercise
any right, power, or
remedy accruing to Purchaser, upon any breach,
default or noncompliance of
the Company under this Agreement shall impair
any such right, power, or
remedy, nor shall it be construed to be a waiver
of any such breach,
default or noncompliance, or any acquiescence
therein, or of any similar
breach, default or noncompliance thereafter
occurring. All remedies,
either under this Agreement, by law, or otherwise
afforded to Purchaser,
shall be cumulative and not
alternative.
|
|
8.6
|
Severability.
If one or more provisions of this Agreement
are held to be unenforceable
under applicable law, such provision(s)
shall be excluded from this
Agreement and the balance of the Agreement
shall be interpreted as if such
provision(s) were so excluded and shall
he enforceable in accordance with
its
terms.
|
|
8.7
|
Entire
Agreement.
This Agreement, together with
all attachments and schedules
hereto, constitutes the entire
agreement and understanding of
the parties
with respect to the subject matter
hereof and supersedes any and all
prior
negotiations, correspondence, agreements,
understandings duties or
obligations between the parties
with respect to the subject matter
hereof.
There are no oral agreements representations
or warranties between the
parties, neither is any party relying
upon any prior or contemporaneous
oral
representations.
|
|
8.8
|
Further
Assurances.
From and after the date
of this Agreement, upon the
request of a Party, the other
Parties shall execute and
deliver such
instruments, documents or
other writings as may he
reasonably necessary or
desirable to confirm and
carry out and to effectuate
fully the intent and
purposes of this
Agreement.
|