Attached files

file filename
EX-32.1 - CERTIFICATION - Kronos Ventures Corp.kronos_ex321.htm
EX-31.1 - CERTIFICATION - Kronos Ventures Corp.kronos_ex311.htm
EX-31.2 - CERTIFICATION - Kronos Ventures Corp.kronos_ex312.htm
EXCEL - IDEA: XBRL DOCUMENT - Kronos Ventures Corp.Financial_Report.xls


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2012
 
Commission File No. 000-54680
 
KRONOS VENTURES CORP.
(Exact name of registrant as specified in its charter)
 
Delaware
 
None
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
297 President Street
Brooklyn, New York 11231
(Address of principal executive offices, zip code)
 
(212) 729-6448
(Registrant’s telephone number, including area code)
 
_____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
None
 
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.0001 par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨   No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨   No x
 
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 x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ¨   No x
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
¨
Accelerated filer
o
Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x   No ¨
 
At June 30, 2012, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $3,139. At December 31, 2012, the end of the Registrant’s most recently completed fiscal year, there were 31,390,000 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding. At August 20, 2014, there were 31,390,000 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.



 
 

 
KRONOS VENTURES CORP.
TABLE OF CONTENTS
 
   
Page No.
 
       
 
PART I
   
       
Item 1.
Business
  4  
Item 1A.
Risk Factors
  6  
Item 1B.
Unresolved Staff Comments
  6  
Item 2.
Properties
  6  
Item 3.
Legal Proceedings
  6  
Item 4.
Mine Safety Disclosures
  6  
         
 
PART II
     
         
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  8  
Item 6.
Selected Financial Data
  8  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  8  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
  10  
Item 8.
Financial Statements and Supplementary Data
  11  
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  20  
Item 9A.
Controls and Procedures
  20  
Item 9B.
Other Information
  21  
         
 
Part III
     
         
Item 10.
Directors, Executive Officers and Corporate Governance
  22  
Item 11.
Executive Compensation
  24  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  25  
Item 13.
Certain Relationships and Related Transactions, and Director Independence
  26  
Item 14.
Principal Accounting Fees and Services
  26  
         
 
Part IV
     
         
Item 15.
Exhibits and Financial Statement Schedules
  27  
 
Signatures
  28  

 
2

 
 
FORWARD-LOOKING STATEMENTS
 
This Annual Report on Form 10-K of Kronos Ventures Corp., a Delaware corporation, contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our plan of operation, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.
 
Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
All references in this Form 10-K to the “Company”, “Registrant”, “Kronos Ventures”, “we”, “us,” or “our” are to Kronos Ventures Corp.
 
 
3

 
 
PART I
 
ITEM 1.
BUSINESS
 
Kronos Ventures Corp. was incorporated in the State of Delaware on January 31, 2012. Since inception, which was January 31, 2012, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination and has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company. The Company selected December 31 as its fiscal year end.
 
The Company, based on proposed business activities, is a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
 
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
The analysis of new business opportunities will be undertaken by or under the supervision of William Drury, the sole officer and director of the Registrant. As of this date, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:
 
(a)
Potential for growth, indicated by new technology, anticipated market expansion or new products;
 
(b)
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
 
(c)
Strength and diversity of management, either in place or scheduled for recruitment;
 
(d)
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
 
(e)
he cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;
 
(f)
The extent to which the business opportunity can be advanced;
 
(g)
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
 
(h)
Other relevant factors.
 
 
4

 
 
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
 
FORM OF ACQUISITION
 
The manner in which the Registrant participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters of the opportunity, and the relative negotiating strength of the Registrant and such promoters.
 
It is likely that the Registrant will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity.
 
In addition, depending upon the transaction, the Registrant’s current stockholders may be substantially diluted to less than 20% of the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition.
 
The present stockholders of the Registrant will likely not have control of a majority of the voting securities of the Registrant following a reorganization transaction. As part of such a transaction, all, or a majority of, the Registrant’s directors may resign and one or more new directors may be appointed without any vote by stockholders.
 
In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
 
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
 
 
5

 
 
We presently have no employees apart from our management, which consist of one person, our sole officer and director. Our sole officer and director is engaged in outside business activities and anticipate that he will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
 
(c) Reports to security holders.
 
(1)
The Company is not required to deliver an annual report to security holders and at this time does not anticipate the distribution of such a report.
 
(2)
The Company will file reports with the SEC. The Company will be a reporting company and will comply with the requirements of the Exchange Act.
 
(3)
The public may read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.
 
OUR EXECUTIVE OFFICES
 
Our executive offices are located at 297 President Street Brooklyn, New York 11231.
 
ITEM 1A.
RISK FACTORS
 
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
 
ITEM 1B.
UNRESOLVED STAFF COMMENTS
 
None.
 
ITEM 2.
PROPERTIES
 
We neither rent nor own any properties. We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
 
ITEM 3.
LEGAL PROCEEDINGS
 
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
 
ITEM 4.
MINE SAFETY DISCLOSURES.
 
None.
 
 
6

 
 
PART II
 
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION
 
MARKET INFORMATION
 
ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD
 
We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it:
 
(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (2) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.
 
To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the Company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board until a future time, if at all. We may not now and it may never qualify for quotation on the OTC Bulletin Board.
 
HOLDERS
 
As of December 31, 2012 the Company had 31,390,000 shares of common stock issued and outstanding held by 1 holder of record.
 
DIVIDENDS
 
Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.
 
TRANSFER AGENT
 
We have not retained a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.
 
DIVIDENDS
 
Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.
 
 
7

 
 
RECENT SALES OF UNREGISTERED SECURITIES
 
None.
 
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
 
We have not established any compensation plans under which equity securities are authorized for issuance.
 
PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS
 
We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2012.
 
ITEM 6.
SELECTED FINANCIAL DATA
 
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
 
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
RESULTS OF OPERATIONS
 
For the year ended December 31, 2012, we did not general any revenues. 

For the year ended December 31, 2012, we incurred general and administrative expenses of $3,139.
 
We incurred a net loss of $3,139 for the year ended December 31, 2012. Our net loss since from inception (January 31, 2012) through December 31, 2012 is $3,139.

GOING CONCERN
 
Kronos Ventures Corp. is a blank check company, a development stage company and currently has limited operations. Our independent auditor has issued an audit opinion for Kronos Ventures which includes a statement raising substantial doubt as to our ability to continue as a going concern.
 
LIQUIDITY AND CAPITAL RESOURCES
 
At December 31, 2012, our cash balance was $0 and we had $0 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $15,000, in order to complete our 12-month plan of operation, more fully described in this Form 10-K. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.
 
 
8

 
 
PLAN OF OPERATION

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.
 
During the next 12 months we anticipate incurring costs related to:
 
(i)
filing of Exchange Act reports, and
 
(ii)
consummating an acquisition/merger
 
We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors.
 
We are in the development stage and have negative working capital, negative stockholders’ equity and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.
 
We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
 
Our sole officer and director has not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
 
 Our management anticipates that we will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
 
 
9

 
 
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain further financing, the successful completion of our plan of operation. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. At this time, there are no anticipated sources of additional funds in place. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.
 
OFF BALANCE SHEET TRANSACTIONS
 
We have had no off balance sheet transactions.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We have no off-balance sheet arrangements.
 
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 
10

 
 
ITEM 8.
FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
KRONOS VENTURES CORP.
(A Development Stage Company)
 
We have audited the accompanying balance sheets of KRONOS VENTURES CORP. (the “Company”) as of December 31, 2012, and the related statements of operations, stockholders’ equity and cash flows for the year then ended and for the period from January 31, 2012 (Inception) to December 31, 2012. The management of KRONOS VENTURES CORP. is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of KRONOS VENTURES CORP. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended and for the period from January 31, 2012 (Inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
 
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ GZTY CPA GROUP, LLC
GZTY CPA GROUP, LLC
Metuchen, NJ 08840
March 3, 2014
 
 
11

 
 
KRONOS VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(AUDITED)
 
   
December 31,
2012
 
ASSETS
Current assets:
     
Cash and cash equivalents
  $ -  
Total Current Assets     -  
         
Total Assets     -  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
Current liabilities:
       
Total Current Liabilities     -  
Total Liabialities     -  
         
STOCKHOLDERS’ EQUITY
       
         
Stockholders’ equity:
       
Preferred stock, par value $0.0001 per share; 20,000,000 shares authorized at December 31, 2012;
    none issued at December 31, 2012.
    -  
Common stock, par value $0.0001 per share; 500,000,000 shares authorized at December 31, 2012;
    31,390,000 shares issued and outstanding at December 31, 2012.
    3,139  
Additional Paid In Capital     -  
Deficit accumulated during development stage     (3,139 )
         
Total Stockholders’ Equity     -  
         
Total Liabilities and Stockholders’ Equity   $ -  
 
The accompanying notes are an integral part of the consolidated financial statements.

 
12

 

KRONOS VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(AUDITED)
 
   
For the year ended
December 31,
2012
   
For the period from January 31, 2012 (Date of Inception) through
December 31,
2012
 
             
Revenues
           
Revenues
  $ -     $ -  
                 
Total revenues
    -       -  
                 
General & Administrative Expenses
               
Professional fees
    -       -  
Courier
    -       -  
Legal, organization and related expenses
    3,139       3,139  
                 
Total General & Administrative Expenses
    3,139       3,139  
                 
Net Loss
  $ (3,139 )   $ (3,139 )
                 
Basic loss per share
  $ (0.00010 )        
                 
Basic weighted average number of shares outstanding
    31,390,000          
 
The accompanying notes are an integral part of the consolidated financial statements.

 
13

 
 
KRONOS VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(AUDITED)

   
For the year ended
December 31,
2012
   
For the period from January 31, 2012 (Date of Inception) through
December 31,
2012
 
             
Operating activities:
           
Net loss
  $  (3,139 )   $  (3,139 )
Net cash used in operating activities      (3,139 )      (3,139 )
                 
Financing activities
               
Proceeds from issuance of common stock     3,139       3,139  
Net cash provided by financing activities     3,139       3,139  
                 
Net increase in cash and cash equivalents     -       -  
                 
Cash and cash equivalents, beginning of period     -       -  
                 
Cash and cash equivalents, end of period   $ -     $ -  
                 
Supplemental disclosures of cash flow information:                
Cash paid during the period for interest     -       -  
Cash paid during the period for taxes     -       -  

The accompanying notes are an integral part of the consolidated financial statements.

 
14

 

KRONOS VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(AUDITED)
 
                     
Deficit
       
                     
Accumulated
       
         
Common
   
Additional
   
During
       
   
Common
Stock
   
Stock
Amount
   
Paid-in
Capital
   
Development
Stage
   
 
Total
 
                               
January 31, 2012 (Inception)
                             
Shares issued for services at $0.0001 per share
    31,390,000     $ 3,139     $ -     $ -     $ 3,139  
Net  loss for  year ended  December  31, 2012
                            (3,139 )     (3,139 )
Balance, December 31, 2012
    31,390,000       3,139     $ -     $ (3,139 )   $ -  
 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
15

 
 
KRONOS VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 31, 2012(INCEPTION) TO DECEMBER 31, 2012


NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Kronos Ventures Corp. (the "Company"), a development stage company, was incorporated under the laws of the State of Delaware on January 31, 2012. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. The company has been inactive since its inception.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Accounting Standards Codification 915 (“FASB ASC 915”). Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
 
ACCOUNTING METHOD

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on December 31.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities from date of purchase of three months or less to be cash equivalents. Cash and equivalents consist of cash on deposit with domestic banks and, at times, may exceed federally insured limits.
 
 
16

 

ORGANIZATIONAL COSTS

Organizational costs represent management, consulting, legal, accounting, and filing fees incurred to date in the formation of the company. Organizational costs are expensed as incurred in accordance with FASB ASC 720-15, “Start-Up Costs”.
 
INCOME TAXES

The Company has adopted the provisions of FASB ASC 740, “Accounting for Income Taxes" which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
 
BASIC EARNINGS (LOSS) PER SHARE

The Company uses Topic 260 “Earnings Per Share”, for calculating the basic and diluted loss per share. The Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. At December 31, 2012, the Company did not have any stock equivalents.
 
FAIR VALUE MEASUREMENTS

GAAP defines fair value, provides guidance for measuring fair value and requires certain disclosures. GAAP utilizes a fair value hierarchy which is categorized into three levels based on the inputs to the valuation techniques used to measure fair value. These principles discuss valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). These principles provide for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
 
    Level 1:
Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
    Level 2:
Inupts other than quoted prices that is observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
 
    Level 3:
Unobservable inputs that reflect the Company's assumptions.
 
The Company’s financial instruments consist of accounts payable and accrued expenses. The carrying value approximates fair value due to the short maturity of these instruments.
 
 
17

 

STOCK-BASED COMPENSATION

The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [ASC 718-10-25-2, Compensation-Stock Compensation, Recognition].

A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [ASC 718-10-30-2, Compensation-Stock Compensation, Initial Measurement].

The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [ASC 718-10-30-3, Compensation-Stock Compensation, Initial Measurement].

Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under ASC 718 unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share-based payment to its employee in exchange for services rendered [ASC 718-10-15-4, Compensation-Stock Compensation, Scope and Scope Exceptions].
 
NOTE 3 – IMPACT OF NEW ACCOUNTING STANDARDS

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow.
 
NOTE 4 – GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
 
NOTE 5 – INCOME TAXES

For the period from JANUARY 31, 2012(Date of Inception) through December 31, 2012, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $3,139 at December 31, 2012, and will expire in the year 2032. As of December 31, 2012, the Company had a deferred tax asset amounting to approximately $1,068. Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Accordingly, the deferred tax asset has been fully offset by a valuation allowance of the same amount.
 
Certain provisions of the tax law may limit net operating loss carryforwards available for use in any given year in the event of a significant change in ownership.
 
 
18

 

NOTE 6 – RELATED PARTY BALANCES AND TRANSACTIONS
 
EQUITY TRANSACTION

On January 31, 2012 (Date of Inception), the Company issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation fees of $89, annual resident agent fees in the State of Delaware for $50, and developing the Company’s business concept and plan valued at $3,000 to a total sum of $3,139.
 
NOTE 7 – STOCKHOLDER’S EQUITY

The Company’s Articles of Incorporation authorize 500,000,000 shares of $0.0001 par value Common Stock and 20,000,000 shares of $0.0001 par value Preferred Stock.

On January 31, 2012 (Date of Inception), the Company issued 31,390,000 shares of common stock to the founding shareholder in exchange for incorporation related fees and service totaling of $3,139.

On December 26, 2012, a share purchase agreement was made between the Company’s founding shareholder and Gain Delight Trading Ltd. Pursuant to this agreement, the Company’s founding shareholder sold his 93% of common stock shares, or 29,192,700 shares of common stock to Gain Delight Trading Ltd. for cash consideration of $25,000. The transfer was consummated on December 28, 2012.

Since January 31, 2012, the date of inception, the Company has issued total of 31,390,000 shares of common stock in exchange for incorporation related fees and services.
 
NOTE 8 – SUBSEQUENT EVENTS
 
EQUITY TRANSACTION

On September 11, 2013, a share purchase agreement was made between the Company’s founding shareholder (the seller) and Gain Delight Trading Ltd. (the purchaser). Pursuant to this agreement, the Company’s founding shareholder sold his rest of 7% of the Company’s total common stock shares, or 2,197,300 shares of common stock to Gain Delight Trading Ltd for cash consideration of $3,500. The transfer of the shares was consummated on September 18, 2013.

 
19

 
 
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
 
None.
 
ITEM 9A.
CONTROLS AND PROCEDURES
 
DISCLOSURE CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of December 31, 2012.
 
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
As of December 31, 2012, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s President and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:
 
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
 
·
Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.
 
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by William Drury, our President, Secretary, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer, Mr. Drury concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.
 
 
20

 
 
This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by William Drury, our President, Secretary, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of December 31, 2012.
 
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
 
There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2012 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
ITEM 9B.
OTHER INFORMATION.
 
None.
 
 
21

 
 
PART III
 
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Our executive officers and directors and their respective ages as of December 31, 2012 are as follows:
 
Name
 
Age
 
Positions and Offices
         
William Drury
 
49
 
President, Secretary, Treasurer and Director
 
The directors named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
 
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
 
WILLIAM DRURY, AGE 49
President, Secretary, Treasurer and Director

Mr. Drury has served as our President, Secretary, Treasurer and sole director since February 19, 2013. Mr. Drury also serves as President and sole director of Century Gold Ventures Inc. and as the Secretary, Treasurer and a director of Cassidy Ventures Inc. Mr. Drury has over 15 years of executive level experience in a wide range of disciplines. Mr. Drury is President at General 3D Corp. Previously, Mr. Drury served as President of Quantum Genomics Corp., an international biochemical development business based in Paris, France. Mr. Drury has also served as Director of Production and Content Services at NewSight Corp., a software and hardware company that invents, manufactures, markets and sells auto stereoscopic LCD and Plasma displays and content. Prior to his time at NewSight, Mr. Drury was the Vice President of Production at VRex, a stereoscopic visualization technology company. At VRex, Mr. Drury designed, constructed, and staffed one of the first full time true 3D stereoscopic production facilities in the world, creating content for clients, such as, the United States Army, Merck, Merrill Lynch, and Pfizer. At VRex Mr. Drury’s work was instrumental in the sale of VRex to the Malaysian Government for inclusion in their Cyber Jaya Technology Park. Mr. Drury holds degrees from Boston University and Baruch College. Mr. Drury is also member of the boards of directors of Quantum Genomics Corporation, ICN Corporation and Global Oxygen Development Corp.
 
TERM OF OFFICE
 
All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.
 
 
22

 
 
DIRECTOR INDEPENDENCE
 
Our board of directors is currently composed of one member, and such member does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
 
CERTAIN LEGAL PROCEEDINGS
 
No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.
 
SIGNIFICANT EMPLOYEES AND CONSULTANTS
 
Other than our officers and directors, we currently have no other significant employees.
 
AUDIT COMMITTEE AND CONFLICTS OF INTEREST
 
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early development stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
 
There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.
 
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended December 31, 2012, none of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.
 
 
23

 
 
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
 
We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
 
CODE OF ETHICS
 
The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced its Plan of Operation.
 
ITEM 11.
EXECUTIVE COMPENSATION
 
The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended December 31, 2012 and 2012:
 
SUMMARY COMPENSATION TABLE
 
The table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us as of the year ended December 31, for the fiscal years ended as indicated.
 
                               
Non-Equity
                   
                               
Incentive
   
Nonqualified
             
Name and
                 
Stock
   
Option
   
Plan
   
Deferred
   
All Other
       
Principal
Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Awards
($)
   
Awards
($)
   
Compensation($)
   
Compensation($)
   
Compensation($)
   
Total
($)
 
                                                     
William Drury (1)
 
2012
    0       0       0       0       0       0       0       0  
                                                                     
William Tay (2)   2012     0       0       0       0       0       0       0       0  
____________
(1) Appointed President, Secretary, Treasurer and a Director on December 27, 2012.
(2) Resigned as President, Secretary, Treasurer and a Director on December 27, 2012.

None of our directors have received monetary compensation since our inception through December 31, 2012. We currently do not pay any compensation to our directors serving on our board of directors.
 
 
24

 
 
STOCK OPTION GRANTS
 
We have not granted any stock options to the executive officers since our inception.
 
EMPLOYMENT AGREEMENTS
 
The Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors.
 
DIRECTOR COMPENSATION
 
The following table sets forth director compensation as of December 31, 2012:
 
   
Fees
               
Non-Equity
   
Nonqualified
             
   
Earned
               
Incentive
   
Deferred
             
   
Paid in
   
Stock
   
Option
   
Plan
   
Compensation
   
All Other
       
Name
 
Cash
($)
   
Awards
($)
   
Awards
($)
   
Compensation
($)
   
Earnings
($)
   
Compensation
($)
   
Total
($)
 
                                           
William Drury (1)
    0       0       0       0       0       0       0  
                                                         
William Tay (2)     0       0       0       0       0       0       0  
___________
(1) Appointed President, Secretary, Treasurer and a Director on December 27, 2012.
(2) Resigned as President, Secretary, Treasurer and a Director on December 27, 2012.

All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table lists, as of December 31, 2012, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
 
 
25

 
 
The percentages below are calculated based on 31,390,000 shares of our common stock issued and outstanding as of December 31, 2012. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
 
Title of Class
 
Name and Address
of Beneficial Owner (1)
 
Number of Shares
Owned Beneficially
   
Percent of
Class Owned
 
                   
Common Stock:
 
William Drury; President, Secretary, Treasurer and Director
    -0-       *  
                     
Common Stock:
 
Gain Delight Trading Ltd.
    31,390,000       100 %
                     
All executive officers and directors as a group (1 person)
        -0-       *  
_______
*Less than 1%

(1)
Unless otherwise noted, the address of each person or entity listed is, c/o Kronos Ventures Corp., 297 President Street, Brooklyn, New York 11231.
 
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
None.
 
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
 
For the year ended December 31, 2012, the total fees charged to the company for audit services, including quarterly reviews were $300, for audit-related services were $300, and for tax services and other services were $0.
 
 
26

 
 
PART IV
 
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
 
(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
 
Exhibit
 
Description
3.1
 
Certificate of Incorporation of Registrant (1)
3.2
 
Bylaws (1)
31.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document*
101.SCH
 
XBRL Taxonomy Extension Schema*
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase*
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase*
101.LAB
 
XBRL Taxonomy Extension Label Linkbase*
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase*
____________
(1)
Incorporated by reference to the Registrant’s Form 10 (File No. 000-54680) filed with the Securities and Exchange Commission on April 30, 2012.
   
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
27

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
KRONOS VENTURES CORP.
 
 
(Name of Registrant)
 
       
Date: August 22, 2014
By:
/s/ William Drury
 
 
 
William Drury
 
 
 
President, Secretary, Treasurer and Director (principal executive officer, principal financial officer and principal accounting officer)
 
 
 
28

 
 
EXHIBIT INDEX

Exhibit
 
Description
3.1
 
Certificate of Incorporation of Registrant (1)
3.2
 
Bylaws (1)
31.1
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
 
XBRL Instance Document*
101.SCH
 
XBRL Taxonomy Extension Schema*
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase*
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase*
101.LAB
 
XBRL Taxonomy Extension Label Linkbase*
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase*
____________
(1)
Incorporated by reference to the Registrant’s Form 10 (File No. 000-54680) filed with the Securities and Exchange Commission on April 30, 2012.
   
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
29