KULR Technology (KULR) 10-Q 22 May 17 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 12, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Registrant Name	KT High-Tech Marketing Inc.
Entity Central Index Key	1,662,684
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		27,264,000

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets:
Cash	$ 2,068,924	$ 213,181
Prepaid expenses	56,783	29,000
Receivable from related party	35,634	26,034
Note receivable - related party	200,000	0
Interest receivable - related party	2,139	0
Security deposit	8,728	0
Total Assets	2,372,208	268,215
Current Liabilities:
Accrued liabilities	9,984	13,494
Total Current Liabilities	9,984	13,494
Other liabilities	0	224,000
Total Liabilities	9,984	237,494
Stockholders' Equity:
Preferred stock, $0.0001 par value; Authorized, 20,000,000 shares; None issued and outstanding at March 31, 2017 and December 31, 2016	0	0
Common stock, $0.0001 par value; Authorized, 100,000,000 shares; 26,944,000 and 24,460,000 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	2,694	2,446
Discount on common stock	(2,060)	(2,060)
Additional paid-in capital	2,553,165	69,413
Accumulated deficit	(191,575)	(39,078)
Total Stockholders' Equity	2,362,224	30,721
Total Liabilities and Stockholders' Equity	$ 2,372,208	$ 268,215

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Preferred Stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	26,944,000	24,460,000
Common Stock, Shares, Outstanding	26,944,000	24,460,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue	$ 0	$ 0
Cost of revenue	0	0
Gross Profit	0	0
Operating expenses	154,660	1,400
Loss from Operations	(154,660)	(1,400)
Interest income	2,163	0
Loss Before Income Taxes	(152,497)	(1,400)
Income tax expense	0	0
Net Loss	$ (152,497)	$ (1,400)
Net Loss Per Share - Basic and Diluted	$ (0.01)	$ 0
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	25,782,289	20,000,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows From Operating Activities
Net loss	$ (152,497)	$ (1,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid for by stockholder and contributed as capital	0	1,150
Changes in operating assets and liabilities:
Prepaid expenses	(27,783)	0
Receivable from related party	(9,600)	0
Interest receivable - related party	(2,139)	0
Security deposit	(8,728)	0
Accrued liabilities	(3,510)	250
Total Adjustments	(51,760)	1,400
Net Cash Used In Operating Activities	(204,257)	0
Cash Flows From Investing Activities
Issuance of note receivable - related party	(200,000)	0
Net Cash Used In Investing Activities	(200,000)	0
Cash Flows From Financing Activities
Proceeds from sale of common stock	2,260,000	0
Net Cash Provided By Financing Activities	2,260,000	0
Net Increase In Cash	1,855,743	0
Cash - Beginning	213,181	0
Cash - Ending	2,068,924	0
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for: Interest	0	0
Cash paid during the period for: Income tax	0	0
Non-cash investing and financing activities:
Issuance of common stock in connection with subscriptions previously deposited	$ 224,000	$ 0

BUSINESS ORGANIZATION, NATURE O

BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATIION	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	NOTE 1 BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATIION KT High-Tech Marketing, Inc. (the "Company") was incorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders, filing a registration statement on Form 10 to register its class of common stock and effecting a change in control. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of March 31, 2017 and for the three months ended March 31, 2017 and 2016. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the operating results for the full year ending December 31, 2017 or any other period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related disclosures of the Company as of December 31, 2016 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 30, 2017.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES LIQUIDITY AND FINANCIAL CONDITION The Company incurred net losses of $ 152,497 1,400 2,362,224 191,575 The Company believes that its existing cash will be sufficient to fund our current business operations for at least the next twelve months from the date of this filing. However, in order for the Company to execute its sales and marketing strategy, the Company will need to raise additional capital. The Company has not secured any commitment for new financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its sales and marketing initiatives and take additional measures to reduce costs in order to conserve its cash. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the fair value of the Company’s stock and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. NET LOSS PER COMMON SHARE Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. As of March 31, 2017 and December 31, 2016, there were no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of receivables and accrued liabilities approximate fair value due to the short-term nature of these instruments. RECENT ACCOUNTING PRONOUNCEMENTS On November 20, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes.” The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards (the “Simplification Initiative”). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of this standard did not have a material impact on the Company’s condensed financial statements.

RECEIVABLE FROM RELATED PARTY

RECEIVABLE FROM RELATED PARTY	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	NOTE 3 RECEIVABLE FROM RELATED PARTY As of March 31, 2017 and December 31, 2016, the Company’s receivable from related party of $ 35,634 26,034

NOTE RECEIVABLE - RELATED PARTY

NOTE RECEIVABLE - RELATED PARTY	3 Months Ended
	Mar. 31, 2017
Receivables [Abstract]
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]	NOTE 4 NOTE RECEIVABLE - RELATED PARTY During the three months ended March 31, 2017, the Company loaned an aggregate of $ 200,000 On March 31, 2017, in connection with the Company’s loan to KULR, KULR issued to the Company a promissory note in principal amount of $ 300,000 200,000 100,000 8 2,139 In connection with the Company’s loan to KULR, the Company determined that it had a variable interest in KULR. However, the Company determined that it was not the primary beneficiary of KULR because the Company and its related party share power over KULR because the Company and its related party only have (a) an aggregate ownership interest of 38% of KULR on a fully-diluted basis; and (b) 50% of the Board representation of KULR. The Company’s maximum exposure to loss is the principal and interest disclosed in Note 3 and Note 4. The Company and KULR entered into a non-binding letter of intent (the “LOI”) on October 31, 2016 setting forth the parties’ understanding to negotiate a definitive agreement with respect to a proposed transaction (the “Proposed Transaction”) by which the Company would acquire KULR. In connection with the loan, the Company and KULR agreed to extend the targeted closing date for the Proposed Transaction set forth in the LOI to May 31, 2017.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	3 Months Ended
	Mar. 31, 2017
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block]	NOTE 5 ACCRUED LIABILITIES As of March 31, 2017 and December 31, 2016, the Company had accrued liabilities of $ 9,984 13,494

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 6 STOCKHOLDERS' EQUITY During the three months ended March 31, 2017, the Company sold to investors an aggregate of 2,260,000 1.00 2,260,000 224,000 224,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 7 SUBSEQUENT EVENTS Subsequent to March 31, 2017, the Company received an aggregate of $320,000 in connection with sales of common stock to various investors a price of $1.00 per share. In connection with the sales, the Company issued an aggregate of 320,000 shares of common stock to the investors. Management has evaluated subsequent events through May 15, 2017, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of March 31, 2017 have been incorporated into these financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, "Subsequent Events".

SUMMARY OF SIGNIFICANT ACCOUN13

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Liquidity and Financial Condition [Policy Text Block]	LIQUIDITY AND FINANCIAL CONDITION The Company incurred net losses of $ 152,497 1,400 2,362,224 191,575 The Company believes that its existing cash will be sufficient to fund our current business operations for at least the next twelve months from the date of this filing. However, in order for the Company to execute its sales and marketing strategy, the Company will need to raise additional capital. The Company has not secured any commitment for new financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its sales and marketing initiatives and take additional measures to reduce costs in order to conserve its cash.
Use of Estimates, Policy [Policy Text Block]	USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the fair value of the Company’s stock and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates.
Earnings Per Share, Policy [Policy Text Block]	NET LOSS PER COMMON SHARE Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. As of March 31, 2017 and December 31, 2016, there were no outstanding dilutive securities.
Fair Value of Financial Instruments, Policy [Policy Text Block]	FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of receivables and accrued liabilities approximate fair value due to the short-term nature of these instruments.
New Accounting Pronouncements, Policy [Policy Text Block]	RECENT ACCOUNTING PRONOUNCEMENTS On November 20, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2015-17, “Income Taxes.” The FASB issued this ASU as part of its initiative to reduce complexity in accounting standards (the “Simplification Initiative”). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this ASU require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this ASU. The amendments in this ASU are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The adoption of this standard did not have a material impact on the Company’s condensed financial statements.

SUMMARY OF SIGNIFICANT ACCOUN14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Working Capital Deficit	$ 2,362,224
Net Income (Loss) Attributable to Parent	(152,497)	$ (1,400)
Retained Earnings (Accumulated Deficit)	$ (191,575)		$ (39,078)

RECEIVABLE FROM RELATED PARTY (

RECEIVABLE FROM RELATED PARTY (Details Textual) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Due from Related Parties, Current	$ 35,634	$ 26,034

NOTE RECEIVABLE - RELATED PAR16

NOTE RECEIVABLE - RELATED PARTY (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 25, 2017	Mar. 31, 2017	Dec. 31, 2016
Interest Receivable, Current		$ 2,139	$ 0
KULR Technology Corporation [Member]
Proceeds from Collection of Long-term Loans to Related Parties		$ 200,000
Variable Interest Entity, Percentage of Board Representation		50.00%
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage		38.00%
KULR Technology Corporation [Member] | Commercial Paper [Member]
Proceeds from Collection of Long-term Loans to Related Parties		$ 200,000
Financing Receivable, Recorded Investment, Current		$ 300,000
Related Party Transaction, Rate		8.00%
Interest Receivable, Current		$ 2,139
KULR Technology Corporation [Member] | Commercial Paper [Member] | Subsequent Event [Member]
Proceeds from Collection of Long-term Loans to Related Parties	$ 100,000

ACCRUED LIABILITIES (Details Te

ACCRUED LIABILITIES (Details Textual) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accrued Professional Fees, Current	$ 9,984	$ 13,494

STOCKHOLDERS' EQUITY (Details T

STOCKHOLDERS' EQUITY (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Proceeds from Issuance of Common Stock	$ 2,260,000	$ 0
Investor [Member]
Shares Issued, Price Per Share	$ 1
Proceeds from Contributed Capital	$ 224,000
Common Stock Connection With Deposits	224,000
Common Stock [Member]
Stock Issued During Period, Shares, New Issues	2,260,000

SUBSEQUENT EVENTS (Details Text

SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member]	1 Months Ended
	Apr. 25, 2017$ / sharesshares
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	320,000
Investor [Member]
Subsequent Event [Line Items]
Sale of Stock, Price Per Share | $ / shares	$ 1
Stock Issued During Period, Shares, New Issues	320,000