Quarterly Report for Quarter Ending September 30, 2024 (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 September 30, 2024

OR

☐	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 November 13, 2024 there were 1,038,374,219shares of the issuer's Class A common stock, no par value per share, outstanding, 0shares of the issuer's Class B common stock, no par value per share, outstanding and 3 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 September 30, 2024 (Unaudited) and December 31, 2023 (Audited)	3
Condensed Consolidated Statements of Operations (Unaudited) for the three and nine months ended September 30, 2024, and 2023	4
Condensed Consolidated Statement of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2024 (Unaudited)	5
Condensed Consolidated Statement of Changes in Stockholders' Deficit for the three and nine months ended September 30, 2023 (Unaudited)	6
Condensed Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024	7
Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	32
Item 4. Controls and Procedures	32
PART II OTHER INFORMATION
Item 1. Legal proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults upon Senior Securities	33
Item 4. Mine Safety Disclosures	33
Item 5. Other information	33
Item 6. Exhibits	34

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

		September 30, 2024			December 31, 2023
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	1,190,027			$	2,551,834
Inventory			6,884				6,884
Prepaid expenses			41,229				14,902
Total Current Assets			1,238,140				2,573,620
Property and Equipment, net			46,533				66,640
Investment in gold bullions (cost $450,216and $450,216, respectively)			635,845				493,236
Operating lease right-of-use asset, net			98,666				95,808
Security deposit			7,174				3,518
Total Assets		$	2,026,358			$	3,232,822
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses		$	514,449			$	541,637
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			7,086,560				6,584,648
Operating lease liability, current			57,518				41,789
Loan payable			-				35,244
Total Current Liabilities			9,340,819				8,885,610
Long Term Liabilities
Operating lease liability, net of current			42,548				54,368
Total Liabilities			9,383,367				8,939,978
Commitments and Contingencies (Note 9)			-				-
Stockholders' Deficit
Preferred stock, nopar value; unlimitedshares authorized, none, issued and outstanding			-				-
Preferred stock Series A, nopar value; 3and 2shares issued and outstanding, respectively			5,237,800				5,217,800
Common stock Class A, nopar value; unlimitedshares authorized, 1,038,374,219and 1,030,940,008shares issued and outstanding, respectively			27,385,611				27,385,611
Common stock Class B, nopar value; unlimitedshares authorized, noshares issued and outstanding			-				-
Common Stock Issuable, 1,122,311and 1,122,311shares, respectively			22,000				22,000
Additional paid-in capital			12,231,624				11,354,213
Accumulated Deficit			(52,234,044	)			(49,686,780	)
Total Stockholders' Deficit			(7,357,009	)			(5,707,156	)
Total Liabilities and Stockholders' Deficit		$	2,026,358			$	3,232,822

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

		For the Three Months Ended			For the Nine Months Ended
		September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Revenue		$	-			$	-			$	-			$	-
Operating Expenses
General and Administrative			205,298				224,687				1,467,411				656,457
Professional Fees			40,922				23,294				221,302				89,390
Officer's Salary			152,609				172,335				566,115				515,584
Research and Development			24,968				39,129				103,817				165,256
Total Operating Expenses			423,797				459,445				2,358,645				1,426,687
Loss from Operations			(423,797	)			(459,445	)			(2,358,645	)			(1,426,687	)
Other Income/(Expenses)
Net change in unrealized depreciation on investment in gold bullion			78,420				(17,055	)			142,609				4,526
Interest expense			(132,890	)			(121,969	)			(393,713	)			(359,088	)
Amortization of debt issue costs			-				-				-				-
Gain on Asset Impairment			30,084								-				-
Interest income			14,983				49,196				62,485				76,103
Total Other Income/(Expenses)			(9,403	)			(89,828	)			(188,619	)			(278,459	)
Net (Loss) before Provision for Income Taxes			(433,200	)			(549,273	)			(2,547,264	)			(1,705,146	)
Provision for Income Taxes			-				-				-				-
Net (Loss)		$	(433,200	)		$	(549,273	)		$	(2,547,264	)		$	(1,705,146	)
Other Comprehensive Income
Change in unrealized value of available-for-sale securities, net of income tax		$	-			$	(13,021	)		$	-			$	-
Other Comprehensive Income
Total Operating and Comprehensive Loss		$	(433,200	)		$	(562,294	)		$	(2,547,264	)		$	(1,705,146	)
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			1,038,374,219				1,033,374,219				1,038,374,219				1,032,946,226

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statement of Changes in Stockholders' Deficit

For the three and nine months ended September 30, 2024

(Unaudited)

		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, June 30, 2024(Unaudited			3			$	5,237,800				1,038,374,219			$	27,385,611				-			$	-				1,122,311			$	22,000			$	12,183,754		$	(51,800,844	)			(6,971,679	)
Warrants issued for services - related parties			-				-				-				-				-				-				-				-				13,500				-				13,500
Warrants issued for services			-				-				-				-				-				-				-				-				13,991				-				13,991
Imputed interest - related party			-				-				-				-				-				-				-				-				20,379				-				20,379
Net loss for the three months ended September 30, 2024			-				-				-				-				-				-				-				-				-			(433,200	)			(433,200	)
Balance, September 30, 2024 (Unaudited)			3			$	5,237,800				1,038,374,219			$	27,385,611				-			$	-				1,122,311			$	22,000			$	12,231,624		$	(52,234,044	)			(7,357,009	)
Balance, December 31, 2023 (Audited)			2			$	5,217,800				1,038,374,219			$	27,385,611				-			$	-				1,122,311			$	22,000			$	11,354,213		$	(49,686,780	)			(5,707,156	)
Preferred share issued in connection with debt cancellation - related party			1				20,000				-				-				-				-				-				-				-				-				20,000
Warrants issued for services - related parties			-				-				-				-				-				-				-				-				761,169				-				761,169
Warrants issued for services			-				-				-				-				-				-				-				-				55,549				-				55,549
Imputed interest - related party			-				-				-				-				-				-				-				-				60,693				-				60,693
Net loss for the nine months ended September 30, 2024			-				-				-				-				-				-				-				-				-			(2,547,264	)			(2,547,264	)
Balance, September 30, 2024 (Unaudited)			3			$	5,237,800				1,038,374,219			$	27,385,611				-			$	-				1,122,311			$	22,000			$	12,231,624		$	(52,234,044	)			(7,357,009	)

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statement of Changes in Stockholders Deficit

For the three and nine months ended September 30, 2023

(Unaudited)

		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, 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	)
Warrants issued for services - related parties			-				-				-				-				-				-				-				-				49,913				-				-				49,913
Warrants issued for services			-				-				-				-				-				-				-				-				4,120				-				-				4,120
Imputed interest - related party			-				-				-				-				-				-				-				-				20,379				-				-				20,379
Other comprehensive income			-				-				-				-				-				-				-				-				-				(13,021	)							(13,021	)
Net loss for the three months ended September 30, 2023			-				-				-				-				-				-				-				-				-				-				(549,273	)			(549,273	)
Balance, September 30, 2023 (Unaudited)			2			$	5,217,800				1,033,374,219			$	27,160,611			-			$	-				1,122,311			$	22,000			$	10,963,202			$	-			$	(48,362,146	)		$	(4,998,533	)
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			-				-				-				-				-				-				-				-				148,110				-				-				148,110
Warrants issued for services			-				-				-				-				-				-				-				-				19,891				-				-				19,891
Shares issued in connection with cashless warrants exercise			-				-				2,434,211				100,000				-				-				-				-				(100,000	)			-				-				-
Imputed interest - related party			-				-				-				-				-				-				-				-				60,472				-				-				60,472
Other comprehensive income			-				-				-				-			-				-				-				-				-				-				-				-
Net loss for the nine months ended June 30, 2023			-				-				-				-				-				-				-				-				-				-				(1,705,146	)			(1,705,146	)
Balance, September 30, 2023 (Unaudited)			2			$	5,217,800				1,033,374,219			$	27,160,611			-			$	-				1,122,311			$	22,000			$	10,963,202			$	-			$	(48,362,146	)		$	(4,998,533	)

Kraig Biocraft Laboratories, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

		For the Nine Months Ended September 30,
		2024			2023
Cash Flows From Operating Activities:
Net Loss		$	(2,547,264	)		$	(1,705,146	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation expense			20,107				20,042
Net change in unrealized appreciation and depreciation in gold bullions			(142,609	)			(4,526	)
Change in fair value of marketable securities			-				-
Imputed interest - related party			60,693				60,472
Warrants issued/(cancelled) to consultants			816,718				168,001
Changes in operating assets and liabilities:
(Increase) Decrease prepaid expenses			(26,327	)			15,503
(Increase) in Deposits			(3,656	)			-
Decrease in operating lease right-of-use, net			36,631				36,428
Increase in accrued expenses and other payables - related party			521,912				550,626
Decrease in accounts payable			(27,188	)			(20,686	)
Decrease in operating lease liabilities, current			(35,580	)			(37,476	)
Net Cash Used In Operating Activities			(1,326,563	)			(916,762	)
Net Cash Used In Investing Activities
Purchase of treasury bills			-				(2,587,811	)
Proceeds from maturity of treasury bills			-				2,587,811
Purchase of fixed assets			-				(6,399	)
Net Cash Provided by Investing Activities			-				(6,399	)
Cash Flows From Financing Activities:
Principal payments on debt			(35,244	)			(45,000	)
Net Cash Provided by Financing Activities			(35,244	)			(45,000	)
Net Change in Cash and Cash Equivalents			(1,361,807	)			(968,161	)
Cash and Cash Equivalents at Beginning of Period			2,551,834				3,862,716
Cash and Cash Equivalents at End of Period		$	1,190,027			$	2,894,555
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
Adoption of lease standard ASC 842		$	30,084			$	85,023
Adoption of lease standard ASC 842		$	39,489			$	-
Preferred share issued in connection with debt cancellation - related party		$	20,000			$	-

Kraig Biocraft Laboratories, Inc.

Notes to Condensed Consolidated Financial Statements as of September 30, 2024

(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 September 30, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2024, 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, 2023, filed with the SEC on April 1, 2024.

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.

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 January 24, 2024, the Company signed a memorandum of understand with the Vietnam Sericulture Association ("VSA") and the Lam Dong Agro-Forestry Research & Experiment Center ("LAREC") to enhance sericulture in Vietnam through the expanded application of the Company's spider silk silkworm technology.

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 September 30, 2024, and December 31, 2023, the Company had $1,190,027and $2,551,834, 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 December 31, 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 September 30, 2024, and December 31, 2023 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

		September 30, 2024			December 31, 2023
Stock Warrants (Exercise price - $0.001- $0.25/share)			81,035,714				67,335,714
Stock Options (Exercise price - $0.1150/Share)			26,520,000				26,520,000
Convertible Preferred Stock			3				2
Total			107,555,717				93,855,716

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 September 30, 2024, and 2023, the Company had $24,968and $39,129respectively, in research and development costs

For the nine months ended September 30, 2024, and 2023, the Company had $103,817and $165,256respectively, in research and development costs

Advertising Expense

The Company follows the policy of charging the costs of advertising to expense as incurred. There was noadvertising expense in the three and nine months ended September 30, 2024, and 2023.

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.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments - Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates ("ASU's") to the FASB's Codification. We consider the applicability and impact of all ASU's on our consolidated financial position, results of operations, stockholders' equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

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.

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 September 30, 2024, and 2023.
	●	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 September 30, 2024, and December 31, 2023, 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 September 30, 2024, and December 31, 2023:

		September 30, 2024			December 31, 2023
		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		$	635,845			$	-			$	-			$	635,845			$	493,236			$	-			$	-			$	493,236
Money market fund		$	1,094,971			$	-			$	-			$	1,094,971			$	2,409,486			$	-			$	-			$	2,409,486
Total		$	1,730,816			$	-			$	-			$	1,730,816			$	2,902,722			$	-			$	-			$	2,902,722

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 quarter ended September 30, 2024:

Nine Months Ended September 30, 2024		Ounces			Cost			Fair Value
Balance December 31, 2023			239			$	2,064			$	493,236
Net change in unrealized gain			-				268				142,609
Balance September 30, 2024			239			$	2,332			$	635,845

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 nine months ended September 30, 2024, and 2023, the Company recognized $0and $0respectively in revenue.

Concentration of Credit Risk

The Company at times has cash and cash equivalents in banks in excess of FDIC insurance limits. At September 30, 2024, and December 31, 2023, the Company had approximately $841,971and $2,409,486, 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 September 30, 2024, the Company held $1,094,971million 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.

Investments without a Readily Determinable Fair Value (Cost Method)

Investments in nonmarketable entities in which the Company is not able to exercise significant influence, our "Cost Method Investments," are accounted for at our initial cost, minus any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company holds a 15% direct equity investment in Global Silk Solutions Joint Stock Company, a private Company (see deposit on inventory above). We received this investment in exchange for nominal consideration and carry the investment at $0on September 30, 2024, and December 31, 2023, respectively.

NOTE 2 GOING CONCERN

As reflected in the accompanying financial statements, the Company has a working capital deficiency of $8,102,679and stockholders' deficiency of $7,357,009and used $1,326,563of cash in operations for the nine months ended September 30, 2024. 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 September 30, 2024, and December 31, 2023, property and equipment, net, is as follows:

		September 30, 2024			December 31, 2023			Estimated Useful Lives (Years)
Automobile		$	41,805			$	41,805				5
Laboratory Equipment			130,310				130,310				5-10
Office Equipment			7,260				7,260				5-10
Leasehold Improvements			82,739				82,739				2-5
Less: Accumulated Depreciation			(215,581	)			(195,474	)
Total Property and Equipment, net		$	46,533			$	66,640

Depreciation expense for the three months ended September 30, 2024, and 2023, was $6,649and $7,285, respectively.

Depreciation expense for the nine months ended September 30, 2024, and 2023, was $20,107and $20,042, 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 $2,508for 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 5,000square 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 $42,000for year one of the lease and will pay $44,800for 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 $79,862and lease liability of $79,862in accordance with the adoption of the new guidance. On October 1, 2023, the Company extended the terms of the lease through September 30, 2025. From October 1, 2023, through September 30, 2024, the Company will pay an annual rent of $44,800. From October 1, 2024, through September 30, 2025, the Company will pay an annual rent of $47,600. The Company recorded ROU asset of $85,022and lease liability of $85,022in accordance with the adoption of the new guidance.

On May 9, 2019, the Company signed a 5year property lease with the Socialist Republic of Vietnam which consists of 4,560.57square meters of space, which it leases at a current rent of approximately $45,150per 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 recorded 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 6,000square meters of space, which it leases at a current rent of approximately $8,645per year.

On January 31, 2024, the Company signed a five-year lease for a 700square meter facility in Lam Dong, Vietnam that commenced on February 1, 2024, and ends on January 31, 2029. We pay an annual rent of ~$7,284for year one and two of the lease. For years 3-5 the price will increase with Vietnam's state land price bracket, not to exceed 10%.The Company recorded ROU asset of $30,084and lease liability of $30,084in accordance with the adoption of the new guidance. During the nine months ended September 30, 2024, the Company was in terminated its ROU lease arrangement. The Company does not occupy or use the facility and therefore has determined to impair this asset as there is no future benefit.

On September 20, 2024, the Company signed a six-year lease for an 80square meter facility in Lam Dong, Vietnam that commenced on September 20, 2024, and ends on December 31, 2030. We pay an annual rent as follows:

Lease Term		Annual Rent
9/20/2024		9/30/2026		$	7,200.00
10/1/2026		12/31/2027		$	7,920.00
1/1/2028		12/31/2030		$	8,712.00

If the agreement is renewed, price will increase with Vietnam's state land price bracket, not to exceed 10%.In addition, the Company paid a security deposit of ~$3,657for October 1, 2026, through December 31, 2027. Additional deposit of ~$3,657will be due on January 1, 2028. The Company recorded ROU asset of $39,489and lease liability of $39,489in accordance with the adoption of the new guidance.

The tables below present information regarding the Company's operating lease assets and liabilities at September 30, 2024:

At September 30, 2024, and December 31, 2023, the Company had no financing leases as defined in ASC 842, "Leases."

		September 30, 2024			December 31, 2023
Assets
Operating lease - right-of-use asset - non-current		$	98,666			$	95,808
Liabilities
Operating lease liability		$	100,066			$	96,157
Weighted-average remaining lease term (three months)			3.19				1.95
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		$	52,683			$	20,194
Impairment of right of use asset		$	30,084				-
Total operating lease costs		$	69,056			$	20,194
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)		$	40,083			$	53,442
Right-of-use asset obtained in exchange for new operating lease liability		$	30,084			$	-
Impairment of right of use asset		$	(30,084	)		$	-
Net		$	-			$	-

Future minimum lease payments required under leases that have initial or remaining non-cancellable lease terms in excess of one year at September 30, 2024:

2024 (3 Months)		$	15,861
2025			51,544
2026			13,143
2027			7,920
2028			26,137
Total lease payments			114,605
Less: amount representing interest			(14,539	)
Total lease obligations			100,066
Less: current portion of operating lease liability			(57,518	)
Long-term portion operating lease liability		$	42,548

NOTE 5 NOTE PAYABLE - RELATED PARTY

Between June 6, 2016, and December 1, 2020 the Company received a total of $1,657,000in 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 $40,000of the outstanding loan to its founder and CEO.

Total loan payable to the founder and CEO for as of September 30, 2024, is $1,617,000.

Total loan payable to the founder and CEO as of December 31, 2023, is $1,617,000.

During the nine months ended September 30, 2024, the Company recorded $60,693as an in-kind contribution of interest related to the loan and recorded accrued interest payable of $43,216. As of September 30, 2024, total interest payable is $289,930.

During the nine months ended September 30, 2023, the Company recorded $60,472as an in-kind contribution of interest related to the loan and recorded accrued interest payable of $41,962. As of September 30, 2023, total interest payable is $246,714.

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 $265,244in 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-fourmonths. The loan repayment commenced immediately over a twenty-four month period according to the following table.

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

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

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

4. Final payment of all remaining balance, in the amount of $180,224in 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.	$5,000per month for months one through thirteen.
2.	Final payment of the remaining balance in the amount of $115,244split into two equal payments, of which $57,622to be paid in month fourteen and $57,622paid in month twenty.

The Company has continued to make $5,000monthly 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 nine months ended September 30, 2024, the Company paid $35,244of the loan balance. The loan was repaid in full as of September 30, 2024.

NOTE 7 STOCKHOLDERS' DEFICIT

(A) Common Stock Issued for Cash

None issued for the nine months ended September 30, 2024.

(B) Common Stock Issued for Services

None issued for the nine months ended September 30, 2024.

(C) Common Stock Warrants and Options

On August 6, 2024, the Company issued a 7-year option to purchase 2,000,000shares of common stock at an exercise price of $0.1024per share for services rendered. The options had a fair value of $190,880, based upon the Black-Scholes option-pricing model on the date of grant. Options will vest upon certain triggering events as defined by the Company in the Employee Stock Option Plan, as long as the employee remains with the Company at vesting date. Options will be exercisable on August 6, 2031. During the nine months ended September 30, 2024, the Company recorded $4,543as an expense for options issued.

Expected dividends			0	%
Expected volatility			133.80	%
Expected term			7years
Risk free interest rate			3.76	%
Expected forfeitures			0	%

On August 6, 2024, the Company issued a 7-year option to purchase 2,000,000shares of common stock at an exercise price of $0.1024per share for services rendered. The options had a fair value of $190,880, based upon the Black-Scholes option-pricing model on the date of grant. Options will vest upon certain triggering events as defined by the Company in the Employee Stock Option Plan, as long as the employee remains with the Company at vesting date. Options will be exercisable on August 6, 2031. During the nine months ended September 30, 2024, the Company recorded $4,543as an expense for options issued.

On August 6, 2024, the Company issued a 7-year option to purchase 2,000,000shares of common stock at an exercise price of $0.1024per share for services rendered. The options had a fair value of $190,880, based upon the Black-Scholes option-pricing model on the date of grant. Options will vest upon certain triggering events as defined by the Company in the Employee Stock Option Plan, as long as the employee remains with the Company at vesting date. Options will be exercisable on August 6, 2031. During the nine months ended September 30, 2024, the Company recorded $4,543as an expense for options issued.

On August 6, 2024 the Company issued a 7-year option to purchase 50,000shares of common stock at an exercise price of $0.1024per share for services rendered. The options had a fair value of $4,345, based upon the Black-Scholes option-pricing model on the date of grant. Options will vest upon certain triggering events as defined by the Company in the Employee Stock Option Plan, as long as the employee remains with the Company at vesting date. Options will be exercisable on August 6, 2026. During the nine months ended September 30, 2024, the Company recorded $362as an expense for options issued.

On April 13, 2024, the Company issued a 4.25-year option to purchase 5,000,000shares of common stock at an exercise price of $0.08225per share to a related party for services rendered. The options had a fair value of $339,100, based upon the Black-Scholes option-pricing model on the date of grant. Options vest on grant date. Options are exercisable October 12, 2025, and for a period expiring on October 10, 2032. During the nine months ended September 30, 2024, the Company recorded $339,100as an expense for options issued.

On April 13, 2024, the Company issued a 4.75-year option to purchase 5,000,000shares of common stock at an exercise price of $0.08225per share to a related party for services rendered. The options had a fair value of $343,350, based upon the Black-Scholes option-pricing model on the date of grant. Options vest on grant date. Options are exercisable on August 12, 2026, and for a period expiring on August 10, 2033. During the nine months ended September 30, 2024, the Company recorded $343,350as an expense for options issued.

On April 8, 2024, the Company issued a 3.25-year option to purchase 150,000shares of common stock at an exercise price of $0.0834per share for services rendered. The options had a fair value of $9,588, based upon the Black-Scholes option-pricing model on the date of grant. Options vest on grant date. Options are exercisable on April 7, 2026, and for a period expiring on October 6, 2030. During the nine months ended September 30, 2024, the Company recorded $9,588as an expense for options issued.

On April 3, 2024, the Company issued a 3.25-year option to purchase 500,000shares of common stock at an exercise price of $0.082per share for services rendered. The options had a fair value of $31,970, based upon the Black-Scholes option-pricing model on the date of grant. Options vest on grant date. Options are exercisable on October 2, 2026, and for a period expiring on October 1, 2030. During the nine months ended September 30, 2024, the Company recorded $31,970as an expense for options issued.

On January 4, 2024, the Company cancelled 1,000,000warrants issued to a consultant on August 8, 2019.

On December 13, 2023, the Company issued a 5-year option to purchase 6,000,000shares of common stock at an exercise price of $0.04per share to a related party for services rendered. The options had a fair value of $162,000, based upon the Black-Scholes option-pricing model on the date of grant. Options vest 20% on the grant date, 20% will vest on the second anniversary, 20% will vest on the third-year anniversary, 20% will vest on the fourth year anniversary as long as the employee remains with the Company at the end of each successive year for four years. Options will be exercisable on December 31, 2023, and for a period of 10 years expiring on December 13, 2033.During the nine months ended September 30, 2024, the Company recorded $24,300as an expense for options issued.

On December 13, 2023, the Company issued a 5-year option to purchase 4,000,000shares of common stock at an exercise price of $0.04per share to a related party for services rendered. The options had a fair value of $108,000, based upon the Black-Scholes option-pricing model on the date of grant. Options vest 20% on the grant date, 20% will vest on the second anniversary, 20% will vest on the third-year anniversary, 20% will vest on the fourth year anniversary as long as the employee remains with the Company at the end of each successive year for four years. Options will be exercisable on December 31, 2024, and for a period of 10 years expiring on December 13, 2033.During the nine months ended September 30, 2024, the Company recorded $16,200as an expense for options issued.

On January 25, 2021, the Company issued a 7-year option to purchase 2,500,000shares of common stock at an exercise price of $0.134per 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 nine months ended September 30, 2024, the Company recorded $20,292as an expense for options issued.

On February 19, 2020, the Company issued a 10-year option to purchase 6,000,000shares of common stock at an exercise price of $0.115per 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 nine months ended September 30, 2024, the Company recorded $14,284as an expense for options issued.

On February 19, 2020, the Company issued a 7-year option to purchase 1,340,000shares of common stock at an exercise price of $0.115per 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 nine months ended September 30, 2024, the Company recorded $3,643as an expense for options issued.

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

Warrant activity as of September 30, 2024 is summarized as follows:

Warrants		Number of Warrants			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding - December 31, 2023			67,335,714			$	0.12				3.89			$	331,500
Exercisable - December 31, 2023			67,335,714			$	0.12				3.89			$	331,500
Granted			16,700,000			$	0.0895				7.78				49,920
Exercised			-			$	-				-				-
Cancelled/Forfeited			(3,000,000	)		$	0.2299				-				-
Outstanding - September 30, 2024			81,035,714			$	0.0895				4.57			$	1,853,660
Exercisable - September 30, 2024			81,035,714			$	0.10				4.57			$	1,853,660

As of September 30, 2024, the following warrants were outstanding:

Exercise Price Warrants Outstanding			Warrants Exercisable			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
$	0.001				8,500,000				1.39			$	729,300
$	0.04				2,300,000				2.00			$	107,640
$	0.056				1,000,000				0.77			$	30,800
$	0.2299				4,125,000				1.34			$	-
$	0.16				3,125,000				1.20			$	-
$	0.25				8,000,000				1.48			$	-
$	0.1160				500,000				0.77			$	-
$	0.12				12,500,000				2.29			$	-
$	0.14				4,285,714				2.29			$	-
$	0.04				4,000,000				8.21			$	187,200
$	0.04				6,000,000				8.21			$	280,800
$	0.04				10,000,000				8.21			$	468,000
$	0.0825				5,000,000				8.03			$	22,750
$	0.0825				5,000,000				8.87			$	22,750
$	0.08				150,000				6.01			$	1,020
$	0.08				500,000				6.01			$	3,400
$	0.1024				2,000,000				6.86			$	-
$	0.1024				2,000,000				6.86			$	-
$	0.1024				2,000,000				6.86			$	-
$	0.1024				50,000				6.86			$	-
					81,035,714							$	1,853,660

As of December 31, 2023, the following warrants were outstanding:

Exercise Price Warrants Outstanding			Warrants Exercisable			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
$	0.001				8,500,000				2.14			$	331,500
$	0.04				2,300,000				2.75			$	-
$	0.056				1,000,000				1.52			$	-
$	0.2299				7,125,000				1.27			$	-
$	0.16				3,125,000				1.95			$	-
$	0.25				8,000,000				2.23			$	-
$	0.1160				500,000				1.52			$	-
$	0.12				12,500,000				3.05			$	-
$	0.14				4,285,714				3.05			$	-
$	0.04				4,000,000				9.95			$	-
$	0.04				6,000,000				9.95			$	-
$	0.04				10,000,000				9.95			$	-
					67,335,714							$	331,500

Options activity as of September 30, 2024 is summarized as follows:

Options		Number of Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Term (Years)			Aggregate Intrinsic Value
Outstanding - December 31, 2023			26,520,000			$	0.12				17.27			$	-
Granted			-			$	-				-				-
Exercised			-			$	-				-				-
Cancelled/Forfeited			-			$	-				-				-
Outstanding - September 30, 2024			26,520,000			$	0.12				16.51			$	-
Exercisable - September 30, 2024			26,520,000			$	0.12				16.51			$	-

For the nine months ended September 30, 2024, the following options were outstanding:

Exercise Price		Options Outstanding		Options Exercisable		Weighted Average Remaining Contractual Life (in Years)
$	0.115				26,520,000				26,520,000				16.51

For the year ended December 31, 2023, the following options were outstanding:

Exercise Price		Options Outstanding		Options Exercisable		Weighted Average Remaining Contractual Life (in Years)
$	0.115				26,520,000				26,520,000				17.27

(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, unlimitednumber of shares authorized, nopar value
●	Common stock Class B, unlimitednumber of shares authorized, nopar value
●	Preferred stock, unlimitednumber of shares authorized, nopar value

Effective December 17, 2013, the Company amended its articles of incorporation to designate a Series A nopar value preferred stock. Twoshares of Series A Preferred stock have been authorized.

On March 26, 2024, the Company increased the total authorized Series A preferred stock to four shares as approved by the board of directors.

On March 26, 2024, the Company issued oneshare of Series A preferred stock to Mr. Thompson, our CEO and founder. In consideration for the share of Series A preferred stock, Mr. Thompson paid twenty thousand dollars ($20,000), in the form of debt cancellation.

NOTE 8 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 yearperiod 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 5years with an annual salary of $297,889for the year ended December 31, 2016. On January 1, 2017, the agreement renewed with the same terms for another 5years, but with an annual salary of $315,764for the year ended December 31, 2017. On January 1, 2019, the agreement renewed again with the same terms for another 5years. On January 1, 2023, the agreement renewed again with the same terms, but with an annual salary of $447,915for the years ended December 31, 2023. As of September 30, 2024, and December 31, 2023, the accrued salary balance is $3,769,792and $3,511,776, respectively (See Note 9).

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 2,000,000shares of common stock of the Company at an exercise price of $0.001per share (the "January 2015 Warrant") pursuant to the employment agreement. Additionally, on May 28, 2015, the Company issued a three-year warrant to purchase 3,000,000shares of common stock of the Company at an exercise price of $0.001per 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 $121,448for 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 6,000,000shares of common stock of the Company at an exercise price of $0.001per 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 6,000,000shares of common stock of the Company at an exercise price of $0.2299per share pursuant to the employment agreement. On April 26, 2019, the Company signed an agreement to increase Mr. Rice's base salary by $20,000per year and issue a one-time $20,000bonus. Additionally, on August 15, 2019, the Company signed an agreement to increase Mr. Rice's base salary by an additional $20,000per year.

As of September 30, 2024, and December 31, 2023, the Company owes $6,923and $3,482, 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 2,000,000shares of common stock of the Company at an exercise price of $0.2299per share. As of September 30, 2024, 2,000,000warrants were cancelled by the Company. On December 13, 2023, the Company issued a 5-year option to purchase 4,000,000shares of common stock at an exercise price of $0.04per share to a related party for services rendered. The options had a fair value of $108,000, based upon the Black-Scholes option-pricing model on the date of grant. Options vest 20% on the grant date, 20% will vest on the second anniversary, 20% will vest on the third-year anniversary, 20% will vest on the fourth year anniversary as long as the employee remains with the Company at the end of each successive year for four years. Options will be exercisable on December 31, 2023, and for a period of 10 years expiring on December 13, 2033.As of September 30, 2024, and December 31, 2023, the accrued salary balance is $2,308and $1,154, respectively.

Legal Matters

The Company may be involved in legal actions and claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the Company's business or financial condition.

(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 $10,000on the one year anniversary of this agreement and each year thereafter. The Company will pay an annual research fee of $13,700with 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 $10,000a 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 2,200,000shares of its common stock and to pay a royalty of 2% of net sales. The license agreement has a term of 20years 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 note dated March 1, 2019, as a payment for expenses paid by the University prior to January 31, 2019, totaling $265,244and issued 4,025,652shares of Class A common stock with a fair value of $281,659as payment of certain debt. In the event of default, the license agreement will be terminated. During the nine months ended September 30, 2024, the Company paid $35,244of 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 $120,000that was due on December 26, 2007. As of September 30, 2024, and December 31, 2023, the outstanding balance is $65,292. For the nine months ended September 30, 2024, the Company recorded $1,470in interest expensed and related accrued interest payable.

(B) Operating Lease Agreements

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

On September 20, 2024, the Company signed a six-year lease for an 80square meter facility in Lam Dong, Vietnam that commenced on September 20, 2024 and ends on December 31, 2030. We pay an annual rent as follows:

Lease Term		Annual Rent
9/20/2024		9/30/2026		$	7,200.00
10/1/2026		12/31/2027		$	7,920.00
1/1/2028		12/31/2030		$	8,712.00

If the agreement is renewed, price will increase with Vietnam's state land price bracket, not to exceed 10%.In addition, the Company paid a security deposit of ~$3,657for October 1, 2026 through December 31, 2027. Additional deposit of ~$3,657will be due on January 1, 2028.

On January 31, 2024, the Company signed a five-year lease for a 700square meter facility in Lam Dong, Vietnam that commenced on February 1, 2024, and ends on January 31, 2029. We pay an annual rent of ~$7,284for year one and two of the lease. For years 3-5 the price will increase with Vietnam's state land price bracket, not to exceed 10%.During the nine months ended September 30, 2024, the Company terminated its ROU lease arrangement. The Company does not occupy or use the facility and therefore has determined to impair this asset as there is no future benefit.

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

On September 13, 2017, the Company signed a 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 $39,200for the year one of lease and $42,000for 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 $42,000for year one of the lease and $44,800for 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. On October 1, 2023, the Company extended the terms of the lease through September 30, 2025. From October 1, 2023, through September 30, 2024, the Company will pay an annual rent of $44,800. From October 1, 2024, through September 30, 2025, the Company will pay an annual rent of $47,600. The Company accounts for the lease in accordance with ASC Topic 842, "Leases"

NOTE 9 RELATED PARTY TRANSACTIONS

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

		As of September 30, 2024		As of December 31, 2023
Accounts payable - related party		$	294,281			$	388,001
Accrued expenses - related party			3,779,023				3,516,411
Accrued interest - related party			3,013,256				2,680,236
Total accounts payable and accrued expenses - related party		$	7,086,560			$	6,584,648

Between June 6, 2016, and December 1, 2020, the Company received a total of $1,657,000in 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 $40,000of the outstanding loan to its founder and CEO.

Total loan payable to principal stockholder for as of September 30, 2024, is $1,617,000.

Total loan payable to this principal stockholder as of December 31, 2023, is $1,617,000.

On February 2, 2024, the Company repaid $90,000of accrued expenses to its Chief Executive Officer.

During the nine months ended September 30, 2024, the Company recorded $60,693as an in-kind contribution of interest related to the loan and recorded accrued interest payable of $43,216. As of September 30, 2024, total interest payable is $289,930. As of September 30, 2024, total interest payable is $3,013,256.

During the nine months ended September 30, 2023, the Company recorded $60,472as an in-kind contribution of interest related to the loan and recorded accrued interest payable of $41,962. As of September 30, 2023, total interest payable is $246,714. As of September 30, 2023, total interest payable is $2,680,236.

As of September 30, 2024, and December 31, 2023, there was $294,281and $388,001, 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 September 30, 2024, and December 31, 2023, there was $3,779,022and $3,516,411, respectively, included in accrued expenses - related party, which includes accrued salaries owed to the Company's senior staff.

As of September 30, 2024, and December 31, 2023, there was $3,013,256and $2,680,236, 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 September 30, 2024, and December 31, 2023, the Company owed $7,086,560and $6,584,648, respectively to its related parties in accrued salaries and accrued interest.

As of September 30, 2024, and December 31, 2023, the Company owed $65,292and $65,292, respectively, in royalty agreement payable to Chief Executive Officer.

NOTE 10 SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to November 13, 2024 through the date these financial statements were issued, and other than those listed below, has determined that it does not have any material subsequent events to disclose.

On October 1, 2024 the Company issued a 7-year option to purchase 461,000shares of common stock at an exercise price of $0.08685per share for services rendered.

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. Potential applications include performance apparel, workwear, filtration, luxury fashion, flexible composites, medical implants, cosmetics and more. We believe that we have been a leader in the research and development of commercially scalable and cost-effective spider silk for technical textile and non-fibrous applications. Our primary proprietary fiber technology includes natural and engineered variants of spider silk produced in domesticated mulberry silkworms. Our business brings twenty-first century biotechnology to the historical silk industry, permitting us to introduce materials with innovative properties and claims into an established commercial ecosystem of silkworm rearing, silk spinning and weaving, and manufacture of garments and other products that can include our specialty fibers and textiles. Specialty fibers are engineered for specific uses that require exceptional strength, flexibility, heat resistance and/or chemical resistance. The specialty fiber market is exemplified by two synthetic fiber products that come from petroleum derivatives: (1) aramid fibers; and (2) ultra-high molecular weight polyethylene fibers. The technical textile industry involves products for both industrial and consumer products, such as filtration fabrics, medical textiles (e.g., sutures and artificial ligaments), safety and protective clothing and fabrics used in military and aerospace applications (e.g., high-strength composite materials).

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.

We are continuing to work with our non-CRISPR Cas9 platform technology to accelerate our R&D operations. We are refining that approach for our targeted end-market applications. We are simultaneously working with other technologies to advance, accelerate, and broaden our genetic engineering capabilities. All of these systems are built on our eco-friendly and cost-effective silkworm production system, which we believe is more advanced than current competing methods. Knock-in knock-out technology allows for the targeting of specific locations and genetic traits for modification, addition, and removal. We are implementing these gene editing technologies to develop new protein structures well beyond the native spider silk sequences that were used to create our Monster silk and dragon silk lines.

Based on our internal analysis, management believes that these new platform technologies will allow us to outpace and surpass the performance of Dragon Silk, a fiber that we developed with our previous tools. Samples of Dragon Silk have already demonstrated to be tougher than many fibers used in bullet proof vests. We expect that this new approach will yield materials beyond those capabilities based upon its potential for significantly improved purity.

In August 2019, we received authorization from governmental authorities to begin rearing genetically enhanced silkworms at our production facility in Vietnam. In October 2019, the Company delivered the first batch of these silkworms and began operations. These silkworms served as the basis for the commercial expansion of our proprietary silk technology. On November 4, 2019, we reported that we had successfully completed rearing the first batch of its transgenic silkworms at the Quang Nam production factory. Seasonal challenges in late December 2019 slowed production operations, and governmental restrictions imposed due to the global COVID-19 pandemic further delayed our operations in 2020. In 2021, we received the first shipment of silk from our factory in Vietnam despite obstacles relating to the global pandemic. Production operations in 2022 and early 2023 were hampered by unseasonable climate fluctuations and poor robustness of the silkworm strains we were utilizing at that time. To address these challenges, we have taken significant steps to improve the genetics of our silkworms and radically improve our internal procedures at Kraig labs and Prodigy Textiles to strengthen our operations. We believe that we will be able to target metric tons of capacity of our recombinant spider silk fiber per annum from our operations once we overcome the current challenges and reach maximum utilization. This capacity will allow us to address the initial demand for our products and materials for various applications in the protective, performance, and luxury textile markets.

The Report of Independent Registered Public Accounting Firm to our financial statements as of December 31, 2023, includes an explanatory paragraph stating that our net loss from operations and net capital deficiency at December 31, 2023, raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 development of new transgenics utilizing plasmids that are already in an advanced state of development.

●	We plan to develop a line of fabrics and apparel, to create a line of spider silk based fashion and performance wear. The company plans to pursue this market entry in combination with one or more joint venture or development partners.
●	We plan to continue the expansion of our spider silk production capacity including new facilities and expansion of existing facilities.
●	We plan to continue and accelerate our work to improve the overall robustness of our recombinant spider silk lines through a combination of climate acclimation, improved silkworm genetics, and the implementation of a multiple-strain hybrid breeding program. This program is already in an advanced state
●	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 $79,000 over the last 6 months on research and development of high strength polymers. In 2024, 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 that overlap the company's existing research and development. One such potential area for collaborative research that 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 2024 and going forward.
●	We plan to actively pursue the development of commercial scale production of our recombinant materials including under the brand names: Monster Silk®, Dragon SilkTM, SpydaSilkTM, and SpydraTM.

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 September 30, 2024, compared to the three months ended September 30, 2023:

		Three Months Ended September 30,						% Change Increase
		2024			2023			Change			(Decrease)
NET REVENUES		$	-			$	-				-				-
COSTS OF REVENUES			-				-				-
Gross Profit			-				-				-
OPERATING EXPENSES:
General and Administrative			205,298				224,687				(19,389	)			-8.63	%
Professional Fees			40,922				23,294				17,628				75.68	%
Officer's Salary			152,609				172,335				(19,726	)			-11.45	%
Research and Development			24,968				39,129				(14,161	)			-36.19	%
Total operating expenses			423,797				459,445				(35,648	)			-7.76	%
Loss from operations			(423,797	)			(459,445	)			35,648				-7.76	%
Interest expense			(132,890	)			(121,969	)			(10,921	)			8.95	%
Gain on Asset Impairment			30,084				-				30,084				100.00	%
Net change in unrealized appreciation on investment in gold bullion			78,420				(17,055	)			95,475				-559.81	%
Interest income			14,983				49,196				(34,213	)			69.54	%
Net Loss		$	(433,200	)		$	(549,273	)			116,073				-21.13	%

Our revenue, operating expenses, and net loss from operations for the three month period ended September 30, 2024, as compared to the three month period ended September 30, 2023, were as follows - some balances on the prior period's combined financial statements have been reclassified to conform to the current period presentation:

Net Revenues: During the three months ended September 30, 2024, we realized $0 of revenues from our business. During the three months ended September 30, 2023, we realized $0 of revenues from our business. The change in revenues between the quarter ended September 30, 2024, and 2023 was $0 or 0%.

Cost of Revenues: Costs of revenues for the three months ended September 30, 2024, were $0, as compared to $0 for the three months ended September 30, 2023, a change of $0 or 0%.

Gross Profit: During the three months ended September 30, 2024, we realized a gross profit of $0, as compared to $0 for the three months ended September 30, 2023, a change of $0 or 0%.

Research and development expenses:During the three months ended September 30, 2024, we incurred $24,968 of research and development expenses. During the three months ended September 30, 2023, we incurred $39,129 of research and development expenses. This was a decrease of $14,161 or 36.19% in 2024 compared with the same period in 2023. This decrease was due to a decrease in research spending.

Professional Fees:During the three months ended September 30, 2024, we incurred $40,922 of professional expenses, which increased by $17,628 or 75.68% from $23,294 for the three months ended September 30, 2023. This increase was primarily due to an increase in professional fees and in investor relations services.

Officers Salary:During the three months ended September 30, 2024, officers' salary expenses decreased to $152,609 or % 11.45 from $172,335 for the three months ended September 30, 2023. This change was primarily due to a 6.0% annual increase for the Company's CEO and offset by a bonus paid to the Company's COO for the three months ended September 30, 2023.

General and Administrative Expense: General and administrative expenses decreased by $19,389 or 8.63% to $205,298 for the three months ended September 30, 2024, from $224,687 for the three months ended September 30, 2023. Our general and administrative expenses for the three months ended September 30, 2024, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $83,241, travel of $10,640, and office salary of $97,252 for a total of $205,298. Our general and administrative expenses for the three months ended September 30, 2023, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $107,083, travel of $4,243, and office salary of $113,361 for a total of $224,687.

Net Change in Unrealized Appreciation and Depreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $95,475 to $78,420 for the three-month period ended September 30, 2024, from depreciation of $17,055 for the three month period ended September 30, 2023. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.

Interest Expense: Interest expense increased by $10,921 to $132,890 for the three-month period ended September 30, 2024, from $121,969 for the three month period ended September 30, 2023. The increase was primarily due to interest on certain Company loans.

Gain on Impairment of Right of Use Asset: Impairment of right of use asset increased by $30,084 to $30,084 for the three-month period ended September 30, 2024, from $0 for the three month period ended September 30, 2023. This increase was due to the Company's negotiations to terminate its ROU lease arrangement.

Net Loss: Net loss decreased by $116,073, or 21.13%, to a net loss of $433,200 for the three-month period ended September 30, 2024 from a net loss of $549,273 for the three month period ended September 30, 2023. This decrease in net loss was primarily attributable to decreases in general and administrative expenses, officers salary, and research and development and offset by an increase in professional fees.

Nine months ended September 30, 2024, compared to the nine months ended September 30, 2023:

		Nine Months Ended September 30,						% Change Increase
		2024			2023			Change			(Decrease)
NET REVENUES		$	-			$	-				-				-
COSTS OF REVENUES			-				-				-
Gross Profit			-				-				-
OPERATING EXPENSES:
General and Administrative			1,467,411				656,457				810,954				123.53	%
Professional Fees			221,302				89,390				131,912				147.57	%
Officer's Salary			566,115				515,584				50,531				9.80	%
Research and Development			103,817				165,256				(61,439	)			-37.18	%
Total operating expenses			2,358,645				1,426,687				931,958				65.32	%
Loss from operations			(2,358,645	)			(1,426,687	)			(931,958	)			65.32	%
Interest expense			(393,713	)			(359,088	)			(34,625	)			9.64	%
Net change in unrealized appreciation on investment in gold bullion			142,609				4,526				138,083				3050.88	%
Interest income			62,485				76,103				(13,618	)			(17.89	)%
Net Loss		$	(2,547,264	)		$	(1,705,146	)			(842,118	)			49.39	%

Our revenue, operating expenses, and net loss from operations for the nine month period ended September 30, 2024, as compared to the nine month period ended September 30, 2023, were as follows - some balances on the prior period's combined financial statements have been reclassified to conform to the current period presentation:

Net Revenues: During the nine months ended September 30, 2024, we realized $0 of revenues from our business. During the nine months ended September 30, 2023, we realized $0 of revenues from our business. The change in revenues between the quarter ended September 30, 2024, and 2023 was $0 or 0%.

Cost of Revenues: Costs of revenues for the nine months ended September 30, 2024, were $0, as compared to $0 for the nine months ended September 30, 2023, a change of $0 or 0%.

Gross Profit: During the nine months ended September 30, 2024, we realized a gross profit of $0, as compared to $0 for the nine months ended September 30, 2023, a change of $0 or 0%.

Research and development expenses:During the nine months ended September 30, 2024, we incurred $103,817 of research and development expenses. During the nine months ended September 30, 2023, we incurred $165,256 of research and development expenses. This was a decrease of $61,439 or 37.18% in 2024 compared with the same period in 2023. This decrease was due to a decrease in research spending.

Professional Fees:During the nine months ended September 30, 2024, we incurred $221,302 of professional expenses, which increased by $131,912 or 147.57% from $89,390 for the nine months ended September 30, 2023. This increase was primarily due to an increase in professional fees and in investor relations services.

Officers Salary:During the nine months ended September 30, 2024, officers' salary expenses increased to $566,115 or 9.80% from $515,584 for the nine months ended September 30, 2023. This change was primarily due to a 6% annual increase for the Company's CEO and offset by a bonus paid to the Company's COO for the nine months ended September 30, 2023.

General and Administrative Expense: General and administrative expenses increased by $810,954 or 123.53% to $1,467,411 for the nine months ended September 30, 2024, from $656,457 for the nine months ended September 30, 2023. Our general and administrative expenses for the nine months ended September 30, 2024, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of $962,770, travel of $51,347, consulting of $ 117,364, and office salary of $335,930 for a total of $1,262,113. Our general and administrative expenses for the nine months ended September 30, 2023, consisted of other general and administrative expenses (which includes expenses such as auto, business development, SEC filings, investor relations, general office, warrants and shares issued for services) of 381,080, travel of $16,411, and office salary of $258,966 for a total of $656,457.

Net Change in Unrealized Appreciation on Investment in Gold Bullion: Net change in unrealized appreciation on investment in gold bullion increased by $138,083 to $142,609 for the nine-month period ended September 30, 2024, from $4,526 for the nine month period ended September 30, 2023. The increase was primarily due to a net change in unrealized appreciation on investment in gold bullion.

Interest Expense: Interest expense increased by $34,625 to $393,713 for the nine-month period ended September 30, 2024, from $359,088 for the nine month period ended September 30, 2023. The increase was primarily due to interest on certain Company loans.

Net Loss: Net loss increased by $842,118, or 49.39%, to a net loss of $2,547,264 for the nine-month period ended September 30, 2024, from a net loss of $1,705,146 for the nine month period ended September 30, 2023. This increase in net loss was primarily attributable to increases in general and administrative expenses, professional fees and officers' salary and offset by a decrease in research and development expenses.

Capital Resources and Liquidity

Our financial statements have been presented on the basis that we have a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As presented in the unaudited condensed financial statements, we incurred a net loss of $2,547,264 during the nine months ended September 30, 2024, and losses are expected to continue in the near term. The accumulated deficit is $52,234,044 at September 30, 2024. Refer to Note 2 for our discussion of stockholder deficit. We have been funding our operations through private loans and the sale of common stock in private placement transactions. Our cash resources are insufficient to meet our planned business objectives without additional financing. These and other factors raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of our company to continue as a going concern.

Management anticipates that significant additional expenditures will be necessary to develop and expand our business before significant positive operating cash flows can be achieved. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to ultimately achieve sustainable revenues and profitable operations. At September 30, 2024, we had $1,190,027 of cash on hand. These funds are insufficient to complete our business plan and as a consequence, we will need to seek additional funds, primarily through the issuance of debt or equity securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of equity financing.

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 September 30, 2024, as compared to December 31, 2023, were as follows:

		September 30, 2024			December 31, 2023
Cash		$	1,190,027			$	2,551,834
Inventory		$	6,884			$	6,884
Prepaid expenses		$	41,229			$	14,902
Total current assets		$	1,238,140			$	2,573,620
Total assets		$	2,026,358			$	3,232,822
Total current liabilities		$	9,340,819			$	8,885,610
Total liabilities		$	9,383,367			$	8,939,978

At September 30, 2024, we had a working capital deficit of $8,102,679, compared to a working capital deficit of $6,311,900 at December 31, 2023. Current liabilities increased to $9,340,819 at September 30, 2024, from $8,885,610 at December 31, 2023, primarily as a result of accounts payable - related party.

For the nine months ended September 30, 2024, net cash used in operations of $1,326,563 was the result of a net loss of $2,547,264 offset by depreciation expense of $20,107, net change in unrealized appreciation in gold bullions of $142,610, warrants issuance of $816,718, imputed interest on related party loans of $60,693, an increase in prepaid expenses of $29,984, an increase in operating lease right of use of $36,631, an increase of accrued expenses and other payables-related party of $521,912, decrease in accounts payable of $27,186 and a decrease in operating lease liabilities of $35,580.

For the nine months ended September 30, 2023, net cash used in operations of $916,762 was the result of a net loss of $1,705,146 offset by depreciation expense of $20,042, net change in unrealized depreciation in gold bullions of $4,526, warrants issuance of $168,001, imputed interest on related party loans of $60,472, decrease in prepaid expenses of $15,503, decrease in operating lease right of use of $37,476, an increase of accrued expenses and other payables-related party of $550,626, decrease in accounts payable of $20,686 and a decrease in operating lease liabilities of $37,476.

Net cash used in our investing activities were $0 and $6,399 for the nine months ended September 30, 2024, and September 30, 2023, respectively. During the nine months ended September 30, 2023, the Company had net purchases of treasury bills of $2,587,811 and net proceeds from maturities of treasury bills of $2,587,811.

Our financing activities resulted in a cash outflow of $35,244 for the nine months ended September 30, 2024, which is represented by $35,244 loan repayment.

Our financing activities resulted in a cash outflow of $45,000 for the nine months ended September 30, 2023, which is represented by $45,000 loan repayment.

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, 2023, 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

Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates ("ASU's") to the FASB's Codification. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders' equity, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements issued through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

In March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which eliminates the accounting guidance on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments - Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

This guidance was adopted on January 1, 2023. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows.

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 September 30, 2024, 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 September 30, 2024, 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, 2023, 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 31, 2015.
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: November 13, 2024	By:	/s/ Kim Thompson
		Kim Thompson
		President, Chief Executive Officer and
		Chief Financial Officer (Principal Executive Officer and
		Principal Financial and Accounting Officer)