Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2015, for KULR Technology Group, Inc. (formerly Grant Hill Acquisition Corporation, now KT High-Tech Marketing, Inc.). The Company is a Delaware corporation incorporated on December 11, 2015, operating as a shell company with no active business operations. Its primary objective is to effect a business combination (merger or acquisition) with a private target company to facilitate its public listing.
Key Financial Metrics
| Metric | Value (Period to Dec 31, 2015) |
|---|---|
| Revenue | $0 |
| Net Loss | $(4,062) |
| Cash and Cash Equivalents | $0 |
| Total Assets | $0 |
| Total Liabilities | $3,750 (Accrued professional fees) |
| Stockholders' Deficit | $(3,750) |
| Shares Outstanding (Dec 31, 2015) | 20,000,000 |
The Company reported no operating cash flows. Expenses were primarily Delaware state fees and accounting fees, partially paid by stockholders as capital contributions.
Material Changes and Subsequent Events
While the reporting period ended with no operations, significant changes occurred subsequent to December 31, 2015:
- Change in Control: On April 17, 2016, the Company redeemed 19,400,000 shares from the original shareholders. On April 18, 2016, 20,000,000 shares were issued to Michael Mo, who became the sole officer and director.
- Name Change: The Company changed its name to KT High-Tech Marketing, Inc. in connection with the change in control.
- Capital Raise: Between April 19, 2016, and May 23, 2016, the Company issued 3,800,000 shares for $380.00 in a Regulation D offering.
- Auditor Change: The Company terminated its former accountants and engaged a new firm subsequent to the reporting period.
Outlook, Risks, and Management Commentary
Going Concern: Independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. Continuation is dependent on obtaining equity financing or successfully negotiating a business combination.
Management Commentary: Management stated there is no assurance the Company will ever be profitable. Current management (prior to the April 2016 change) paid all expenses with no expectation of repayment. The Company has no employees and uses management offices at no cost.
Risks and Contingencies:
- SEC Investigation: Management is aware that prior blank check companies involving former officers received subpoenas from the SEC regarding share ownership documentation, though the Company has no independent knowledge of these matters.
- Internal Controls: Management concluded that internal controls over financial reporting were not effective as of December 31, 2015.
- Liquidity: There is currently no public market for the Company's securities.
Investor Verification Checklist
- Verify the status of the SEC investigation (HO-12590) regarding prior management and its potential impact on the current entity.
- Confirm the details of the April 2016 change in control and the legitimacy of the new management team led by Michael Mo.
- Assess the Company's ability to secure the necessary equity financing to avoid liquidation, given the $3,750 accrued liability and zero cash balance.
- Review the effectiveness of internal controls post-change in control, as the 2015 evaluation was negative.
- Monitor for any filed Form 8-K regarding a definitive business combination or merger agreement.