The Company has not paid any dividends to date and has no plans to do so in the foreseeable future.

The holders of Class A and B Preferred Stock shall be entitled to receive out of any funds of the Corporation at a time legally available for the declaration of dividends, dividends at a rate as shall be established within the sole discretion of the Board of Directors and under such terms and conditions as the Board shall prescribe, provided, however, that in the event dividends shall be declared, dividends on issued and outstanding Class A and B Preferred Stock shall be payable before any dividends shall be declared or paid upon or set apart for the Common Stock, all such dividends being noncumulative in nature.

(D) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

~~None~~

In April 2018, the Company approved the introduction of the Kyto Technology and Life Science, Inc. Incentive Stock Option Plan for the benefit of employees, consultants and directors, with the objective of securing the benefit of services for stock options rather than cash salaries. In the year ended March 31, 2018, the Company granted a total of 2,697,085 options at an exercise price of $0.006 per share. Subsequently through March 31, 2019 all options were vested and exercised.

ITEM 6. SELECTED FINANCIAL DATA

~~Earnings per share for each of the fiscal years shown below are based on the weighted average number of shares outstanding.~~

March 31,
2017

March 31,
2016

Net Loss
$(93,929)
$(90,378)



Loss Per Share
$(0.03)
$(0.03)



Total assets
$-
$32



Total liabilities
$226,129
$132,232

Earnings per share for each of the fiscal years shown below are based on the weighted average number of shares outstanding.

		March 31, 2020		March 31, 2019
Net Loss	$	(773,399)	$	(230,107)

Loss Per Share	$	(0.13)	$	(0.04)

Total assets	$	2,699,755	$	1,592,682

Total liabilities	$	32,144	$	28,950

		Year ended March 31
Income statement data		2020	2019
Investment income		-	-
	Interest and dividends	-	-
	Interest from cash and cash equivalents	-	-
	Fee and other income	14,150	9,000
	Total investment income	14,150	9,000
Operating expenses
	Compensation related expenses	-	-
	General and admin and other	726,503	239,082
	Write down of investment	61,046	-
	Net realized gains on investments	-	-
	Total operating expenses	787,549	239,082
	Interest expense	-	25
	Net loss	(773,399)	(230,107)

		Year ended March 31
Balance sheet data		2020	2019
	Net assets	2,667,611	1,563,732
	Number of portfolio companies	28	18

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

(A) PLAN OF OPERATION

& LIQUIDITY

Kyto Technology and Life Science, Inc. (the "Company") was formed as a Florida corporation on March 5, 1999 under the name of B Twelve Inc. In August 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc. In July 2019 the Company was re-incorporated as a Delaware company.

The Company ~~had not been profitable~~was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other autoimmune diseases and had ~~no revenues~~been looking at a number of strategies to become active. In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from ~~operations since its inception~~a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have completed due diligence and committed to invest, and does not typically invest more than $250,000 in any single investment. The Company plans to generate revenue from realised gains from the sale of the businesses in which it has invested. Generally, it is expected that investments will be realised from an exit within a period of four years following investment. Between April 2018 and September 2019 the Company raised $3,360,000 from sales of Series A preferred stock and between October 2019 and March ~~1999. As reflected~~2020 raised $600,000 from sales of Series B Preferred stock. These funds were used for investments, operating expenses, and fundraising activities.

Starting in the ~~accompanying audited financial statements, in 2017 the company had, a net loss~~final quarter of ~~$93,929 a working capital deficiency of $226,129, a stockholders' deficiency of $226,129, and accumulated deficit of $32,289,919 at~~our fiscal year ended March 31, ~~2017. These factors raise substantial doubt about its~~2020 the world has suffered from the impact of the Covid 19 virus epidemic which has created isolation, uncertainty, and disruption in business and investment activities including our ability to ~~continue as~~raise the balance of our planned series B Preferred stock round, and the ability of our portfolio companies to develop their businesses or raise additional funding if required. At March 31, 2020, we had $33,756 in the bank and although we have reduced the amount we spend on fundraising, we will need to raise additional funding during the coming fiscal year to meet expenses and remain a going concern.

~~Our~~

(B) RESULTS OF OPERATIONS

Revenue: The Company depends on the emergence of liquidity situations to realize its investments in portfolio companies but does not have any ability to ~~continue as a going concern will be determined by our ability to obtain additional financing~~influence such events. During the years ended March 31, 2020 and ~~maintain operations. Currently we do~~2019 there were no liquidation transactions and accordingly the Company did not ~~have sufficient financial resources to fund our operations. Therefore, we need additional funds to continue these operations.~~generate any revenue from investments. The Company ~~operates in a rapidly changing environment that involves a number~~also provides advisory services to certain of ~~factors, some of which are beyond management’s control, such as financial market trends~~its portfolio companies and ~~investors’ appetite for new financings. It should be emphasized that, should~~during the years ended March 31, 2020 and 2019, the Company ~~not be successful~~recognized $14,150 and $9,000 revenue, respectively, from advisory fees.

General and Administration expenses: The Company incurred operating expenses of $787,549 and $239,082 in ~~completing its own financing (either by debt or by~~ the ~~issuance~~years ended March 31, 2020 and 2019, respectively. The increase of ~~securities from treasury),~~229% reflects the increased level of new business activity as the Company ~~may be unable~~raised funding from private placements, and research and evaluation of investment candidates during the year ended March 31, 2020. General and administration expenses include professional fees incurred in the course of SEC filing and compliance, and travel, conference and investor relations fees associated with fund raising and review of investment deal-flow. The principal expense categories were travel, up from $17,000 in the year ended 2019 to ~~continue~~$43,000 in the year ended 2020, investor relations and fund raising up from $16,000 in the year ended 2019 to ~~operate as a going concern.~~

~~(B)~~$302,000 in the year ended 2020, and executive bonus up from $0 in the year ended 2019 to $216,000 in the year ended 2020.

In addition, the Company expensed an impairment charge of $61,046 in the year ended March 31, 2020 in respect of one of their investments that had ceased business.

For the years ended March 31, 2020 and 2019, the Company’s net loss was $773,399 and $230,107, respectively.

Working capital:

The Company had a working capital ~~deficit~~surplus of ~~$226,129~~$2,667,611 and ~~$132,000~~$1,563,732 at March 31, 2020 March 31, 2019, respectively. Cash was $33,756 and $93,634 as of March 31, ~~2017~~2020 and ~~2016~~2019, respectively. ~~Cash were $0 and $32 as of March 31, 2017 and 2016 respectively.~~

Cash from operating activities:

The Company’s cash outflow from operations ~~of $32,407~~ for the years ended March 31, 2020 and 2019 was $699,882 and $205,225, respectively.

Cash from investing activities:

The Company’s cash outflow from investing activities for the years ended March 31, 2020 and 2019 was $1,228,497 and $1,498,048, respectively.

Cash from financing activities:

The Company’s net cash inflow from financing activities for the years ended March 31, 2020 and 2019 was $1,868,501 and $1,796,903, respectively.During the year ended March 31, ~~2017 was $5,597 above cash outflow~~2020, the Company raised from ~~operating activities as~~accredited investors $1,270,001 from private placements of ~~March 31, 2016 which was $26,810.~~

~~Cash~~Series A Preferred investment units, and $600,000 from ~~financing activities:~~

~~The Company’s net cash flow from financing activities~~private placements of ~~$32,375 for~~Series B Preferred investment units. During the year ended March 31, ~~2017 was $5,536 above~~2019, the ~~cash flow~~Company raised from ~~financing activities for~~accredited investors $1,770,000 from private placements of Series A Preferred investment units, and $0 from private placements of Series B Preferred investment units.

(D) SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires the ~~year ended~~use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions, and judgments. Significant items subject to such estimates will include determining the fair value of investments, revenue recognition, income tax uncertainties, and other contingencies.

The Company’s financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the Company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the Company will not apply consolidation or equity method of accounting to its investments. The Company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The Company does not currently plan to elect to carry its liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

The financial information associated with the March 31, ~~2016, which was $26,839.~~

~~To meet the projected cash requirements as stated above, the~~2020 and 2019 of management, contains all adjustments and eliminations, consisting of only normal recurring adjustments, necessary for a fair presentation in accordance with GAAP.

REVENUE RECOGNITION

The Company intends to obtain cash loans from one or more of its stockholders. As the date of filing of this Form 10-K with the U.S. Securities and Exchange Commission, the Company did not receive any commitments of any of its stockholders to provide operating loan funds for the Company. We are also looking at merger opportunities or to acquire companies and products to raise capital. We expect to form strategic alliances for product development and to out-license the commercial rights to development partners. By forming strategic alliances with third parties, we believe that our technologies and related products can be more rapidly developed and successfully introduced into the marketplace.

The Company's plan of operation for the next twelve months is to continue to focus its efforts on finding new sources of capital and on research activities and the development of its drug candidates which maximize the utility and application of its platform technologies. Management expects the Company to incur additional operating losses over the next several years as research and development efforts, preclinical and clinical testing activities and manufacturing scale-up efforts to expand. To date, we have not had any material product sales and do not anticipate receiving anyderives revenue from the sale of ~~products~~investments and occasional fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies to provide the basis for impairment reviews, and forecasting future revenue and fund raising needs.

USE OF ESTIMATES

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates.

Significant estimates during the fiscal year ended March 31, 2020 and 2019 include the valuation of investment valuation, stock options and warrants.

INVESTMENT AND VALUATION OF INVESTMENT AT FAIR VALUE

The Company reviews the performance of the underlying investments including, management reports, press releases, web site announcements and progress reports, Carta equity updates, management interviews and, where accessible, financial reports, to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Management’s estimated valuation. The Company recognized impairment of one of its investments which was written down by $61,046 in September, 2019. The Company has not experienced any impairment write-downs in any prior or subsequent periods.

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the ~~upcoming year. Our sources~~market in which the reporting entity would transact for the asset or liability.

The Company has established procedures to estimate the fair value of ~~working capital~~its investments which the company’s board of directors has reviewed and approved. The company will use observable market data to estimate the fair value of investments to the extent that market data is available. In the absence of quoted market prices in active markets, or quoted market prices for similar assets or in markets that are not active, the company will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances, which incorporates the company’s assumptions about the factors that a market participant would use to value the asset.

For investments for which quoted market prices are not available, which will comprise most of our investment portfolio, fair value will be estimated by using the income or market approach. The income approach is based on the assumption that value is created by the expectation of future benefits discounted to a current value and the fair value estimate is the amount an investor would be willing to pay to receive those future benefits. The market approach compares recent comparable transactions to the investment. Adjustments are made for any dissimilarity between the comparable transactions and the investments. These valuation methodologies involve a significant degree of judgment on the part of our management and board.

In determining the appropriate fair value of an investment using these approaches, the most significant information and assumption may include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investment’s ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparable, the principal market and enterprise values, environmental factors, among other factors.

The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or nonoccurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been ~~equity financings~~used had a broader market for the investments existed.

The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and ~~interest on investment.~~establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

VOLUNTARY CHANGE IN ACCOUNTING PRINCIPLE

During the fourth quarter of fiscal 2020, the Company made a voluntary change in accounting principle by preparing the company’s financial statements using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946).

The Company ~~operates~~made this voluntary change in ~~a rapidly changing environment~~principle because it believes that ~~involves a number of factors, some of which are beyond management's control, such as financial market trends and investors' appetite for new financings. It should also be emphasized that, should~~ the Company ~~not be successful~~now meets the characteristics and requirement of being an investment company under ASC 946, and the presentation under ASC 946 better reflects the business purpose and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change has been reflected in ~~completing its own financing (either by debt or by~~ the ~~issuance of securities from treasury), the Company may be unable to continue to operate~~financial statements through retrospective application as ~~a going concern.~~

~~(C)~~follows:

		March 31, 2020						March 31, 2019
		Prior to		Effect of				Prior to		Effect of
		Change		Change		Adjusted		Change		Change		Adjusted
Cash	$	33,756	$	-	$	33,756	$	93,634	$	-	$	93,364
Receivable		500		-		500		1,000		-		1,000
Investment		-		2,665,499		2,665,499				1,498,048		1,498,048
Current assets		34,256		2,665,499		-		94,634		1,498,048		-

Investment		2,665,499		(2,665,499)		-		1,498,048		(1,498,048)		-
Total assets	$	2,699,755	$	-	$	2,699,755	$	1,592,682	$	-	$	1,592,682

(E) OFF-BALANCE SHEET ARRANGEMENT

None.

● THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN DUE TO SIGNIFICANT RECURRING LOSSES FROM OPERATIONS, CASH USED IN OPERATIONS, STOCKHOLDERS' DEFICIT, ACCUMULATED DEFICIT AND WORKING CAPITAL DEFICIT ALL OF WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING. The report of our Independent Registered Public Accounting Firm on our March 31, 2017 and 2016 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to substantial recurring losses from operations, cash used in operations, stockholders' deficit and significant accumulated deficit and working capital deficit. Our ability to continue as a going concern will be determined by our ability to obtain additional funding and maintain successful operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attached audited financial statements for ~~KYTO BIOPHARMA, INC.~~Kyto Technology and Life Science, Inc. for the fiscal years ended March 31, ~~2017~~2020 and ~~2016~~2019 can be found beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company did not change ~~accountant~~accountants during the year and toas of the date of these financial statements ~~and~~ there are no disagreements with the findings of ~~said~~their accountants.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the year ended March 31, ~~2017~~2020 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of March 31, ~~2017.~~

2020

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

With the participation of our Chief Executive Officer/ Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, ~~2017~~2020 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, ~~2017~~2020 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended March 31, ~~2017~~2020 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the year ended March 31, ~~2017~~2020 are fairly stated, in all material respects, in accordance with US GAAP.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls

During the fiscal year ended March 31, ~~2017, there have been no~~2019, we engaged a third-party bookkeeping and accounting service to post accounting entries and reconcile our bank accounts. While this creates segregation of duties between the bookkeeping function and management supervision and control, we still remain a small company and therefore do not believe that these changes in our internal control over financial reporting ~~that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.~~

should be regarded as material.

~~Item~~

ITEM 9B. ~~Other Information.~~

OTHER INFORMATION

We do not have any information required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal ~~2017~~2020 that was not reported.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, ~~PROMOTORS~~PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS

~~NAME~~ Name	~~AGE~~ Age	~~POSITION~~ Position
Georges Benarroch	70 73	~~President & Chief Executive Officer,~~ Director
Paul Russo	77	Chief executive officer and director
~~Peter Prendergast~~ Simon Westbrook	60 71	~~Director~~
		Chief financial officer

The business experience of the persons listed above during the past five years are as follows:

~~MR.~~

Mr. GEORGES BENARROCH, ~~PRESIDENT & CHIEF EXECUTIVE OFFICER; DIRECTOR.~~

~~Director~~DIRECTOR

Mr. Benarroch has been a director of the Company since May 5, 2000. ~~Mr. Benarroch~~He was elected as President and Chief Executive Officer effective February 27, 2006. Mr. Benarroch is the President and Chief Executive Officer of Comindus Finance ~~Corp.~~

Inc. Mr. Benarroch has 30over 40 years of investment banking as well as money management experience. Mr. Benarroch has raised financing for numerous companies, public as well as private, and has managed ~~for 30 years~~ investment ~~banking firms. As well~~firms in the USA, Canada and Europe. Also, he has been the CEO of a Canadian multibillion dollar asset management firm.

~~Peter Prendergast.,~~ Mr. Benarroch resigned as President and Chief Executive Officer of KBPH on April 26, 2018 but remains as a Director.

Dr. PAUL RUSSO, CHIEF EXECUTIVE OFFICER & DIRECTOR

Dr. Russo is the Co-founder and CEO of Kyto Technology and Life Science, Inc. He is also the Founder & Chairman of GEO Semiconductor (www.geosemi.com) since 2014, after havingserved as Chairman & CEO from its founding in 2008. Dr. Russo also serves as a Director

of InBay (~~On August 11, 2014, Peter Prendergast became~~www.inbaytech.com) and several other technology ventures (Dynamount, Illuminati, Thrive, and other technology startups). Dr. Russo is heavily involved with the Band of Angels, the Keiretsu Forum and other similar organizations which review over 1,000 start-ups' business plans per year. He is also a Board Advisor to BWG, LLC. Dr. Russo served as an outside director of ATI Technologies from 2001 through its acquisition by AMD in 2006.

Prior to founding GEO Semiconductor, Dr. Russo founded Silicon Optix in 2000, a privately held fabless semiconductor company, serving as its Chairman & CEO through 2008. Prior to Silicon Optix, Dr. Russo was the ~~company~~.

founder, Chairman and CEO of Genesis Microchip (acquired by ST Micro in 2007) following Genesis Microchip’s NASD IPO in 1998.

Prior to founding Genesis, he was General Manager of the General Electric Microelectronics Center, Senior Manager of General Electric’s Industrial Electronics Development Lab and Head, Microsystems Research at RCA's David Sarnoff Research Center. While at RCA, Dr. Russo worked on the world first CMOS microprocessor and pioneered the first use of microprocessors in global communications, programmable video games, TV manufacturing automation and automotive engine control.

Mr. ~~Prendergast~~SIMON WESTBROOK, CHIEF FINANCIAL OFFICER

Effective March 15, 2018, Simon Westbrook was appointed the Company's Chief Financial Officer. In 2009, Mr. Westbrook founded Aargo Inc, a company specializing in financial consulting services to corporations in various tech-related industries. Prior to Aargo, Inc., Mr. Westbrook was CFO of Amber Networks, Inc., and the Chief Financial Officer of Sage, Inc. (NASDAQ: SAGI), a Silicon Valley company specializing in flat panel displays. Before joining Sage, Mr. Westbrook held a number of senior financial positions at Creative Technology (NASDAQ: CREAF), a leading PC multimedia company, and Atari Corp (AMEX: ATC), the video game and home computer company both in the USA and overseas. At various times, he has held positions as an advisory board member of the Silicon Valley Financial Executives Institute, and various technology start-up companies where he has assisted in strategic planning, fund raising and team development. Simon is a ~~real estate executive with about 20 years of experience~~

Chartered Accountant and holds a Masters in Economics from Trinity College, Cambridge in the UK.

(B) IDENTIFY SIGNIFICANT EMPLOYEES

The Company does not currently have, nor expect to receive a significant contribution from, employees that are not executive officers.

There are no directors, executive officers or persons nominated or persons chosen by the Company to become a director or executive officer of the Company who are directly related to an individual who currently holds the position of director or executive officer or is nominated to one of the said positions.

(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

There are no material events that have occurred in the last five years that would affect the evaluation of the ability or integrity of any director, person nominated to become a director, executive officer, promoter or control person of the Company.

(E) AUDIT COMMITTEE

The Company has currently no audit committee. The Board of Directors approved the financial statements for the previous year.

ITEM 11. EXECUTIVE COMPENSATION

(A) SUMMARY COMPENSATION TABLE

The following table sets forth all annual and ~~long term~~long-term compensation for services in all capacities rendered to Kyto by its executive officers and directors for each of the last two most recently completed fiscal years ended

~~Annual Compensation~~

~~Long-Term Compensation~~

~~Awards~~

~~Payouts~~

~~All Other Name and Payouts Principal Position~~

~~Year~~

~~Salary~~

~~($)~~

~~Bonus~~

~~($)~~

~~Other Annual~~

~~Compensation~~

~~($)~~

~~Securities Under Options/SARs~~

~~Granted~~

~~(#)~~

~~Restricted Shares~~

~~or Restricted~~

~~Share Units~~

~~($)~~

~~LTIP~~

~~($)~~

~~Georges Benarroch, Director~~

~~2017~~

~~None~~

~~2016~~

~~None~~

~~Peter Predergast, Director~~

~~2017~~

~~None~~

~~2016~~

~~None~~

~~(B)~~

			Annual Compensation in $							Long-term compensation awards in $				Payouts in $
Name and principal position	Year ended March 31,		Salary		Bonus		Other annual compensation, consulting fee		Securities under options/SARs granted			Restricted Shares or restricted share units			LT incentives

Georges Benarroch,	2020	$	-	$	-	$	-	$	-		$	-	$		-
Director	2019	$	-	$	-	$	-	$	-		$	-	$		-
Paul Russo,	2020	$	-	$	216,000	$	-	$	-		$	-	$		-
Chief executive officer, director	2019	$	-	$	-	$	-	$	-		$	-	$		-
Simon Westbrook,	2020	$	-	$	-	$	60,000	$	-		$	-	$		-
Chief financial officer	2019	$	-	$	-	$	60,000	$	-		$	-	$		-

OPTION/SAR GRANTS TABLE

Name and position	Year ended March 31, 2020	Options, beginning of year	Granted	Vested	Exercised	Options, end of year
Georges Benarroch, Director	2020	-	150,000	80,959	-	150,000
	2019	-	-	-	-	-
Paul Russo, Chief executive officer	2020	-	800,000	107,945	-	800,000
	2019	-	2,697,085	2,697,085	2,697,085	-
Simon Westbrook, Chief financial officer	2020	-	150,000	80,959	-	150,000
	2019	-	-	-	-	-

~~There were no options granted to employees and no grants to key employees in fiscal years ended March 31, 2017 and 2016~~

~~(C)~~

(A) LONG-TERM INCENTIVE ("LTIP") AWARDS TABLE

None

~~(D)~~

(B) COMPENSATION OF DIRECTORS

All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election and compensation of directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time.

The Company does not currently maintain insurance for the benefit of the directors and officers of Kyto against liabilities incurred by them in their capacity as directors or officers of Kyto. Kyto does not maintain a pension plan for its employees, officers or directors.

None of the directors or senior officers of Kyto and no associate of any of the directors or senior officers of Kyto was indebted to the Company during the financial period ended March 31, ~~2017~~2020 of Kyto other than for routine indebtedness.

~~(E)~~

None

~~(F)~~

(D) REPORT ON REPRICING OF OPTIONS/SARS

None

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following persons (including any group as defined in Regulation S-B, Section 228.403) are known to the Company, as the issuer, to be beneficial owner of more than five percent (5%) of any class of the said issuer's voting securities.

TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER
COMMON
SHARES
PERCENTAGE OF CLASS

Common

Comindus Finance Corp.
Florida, United States
1,737,832 55.4 %

Common

Georges Benarroch
Toronto, Ontario, Canada
959,252 30.5%

Common

Dr. Uri Sagman
Toronto, Ontario, Canada
190,503 6.7 %

Title of class

Name & address of beneficial owner

Common

Percentage

of class

Common

Comindus Finance Corp, Florida, USA

2,697,085

46.2%

Common

Paul Russo, Los Altos, California, USA

2,697,085

46.2%

(B) SECURITY OWNERSHIP OF MANAGEMENT

TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER
COMMON
SHARES

PERCENTAGE
OF CLASS

Common

Georges Benarroch (1) 959,252 30.5 %

Title of class	Name & address of beneficial owner	Common shares	Percentage of class
Common	Georges Benarroch, Florida, USA⁽¹⁾	2,697,085	46.20%
Common	Paul Russo, California, USA	2,697,085	46.20%
Common	Simon Westbrook, California, USA	-	0.00%

^{(1) Georges Benarroch is the President and Chief Executive Officer of} Includes 1,781,285 shares owned by Comindus Finance ~~Corp.~~

Group which is controlled by Mr Benarroch.

There is no such arrangement which may result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Detail of related party transactions are described in notes 3 of the Financial Statements.

At March 31, ~~2017~~2018, a balance of $311,430 was payable to a director, chairman and ~~2016,~~major shareholder of the Company ~~owed $68,107~~in respect of expenses and ~~$35,732 to Comindus Finance Corp. Georges Benarroch is~~fees incurred by him on behalf of the ~~President and Chief Executive Officer~~Company. At June 30, 2018, a total of ~~Comindus Finance Corp. The loan is non-interest bearing, unsecured and due on demand and included in~~$314,901 of the ~~loans payable,~~ related party ~~balance.~~

loans and accrued liabilities were converted into 400,000 investment units (“Units”) consisting of 400,000 shares of Series A preferred stock, and 400,000 Warrants to purchase common stock at $1.20 per share. The units were valued at $0.80 per unit. (See Note 5.) The Company ~~leases office space and administrative services from~~recorded a loss on conversion of related party ~~principal stockholder. Rent~~debt of $0 and ~~administrative expense in 2017 and, 2016, was $40,000 and $40,000,~~$5,099, respectively, and is included in general and administrative expense in the accompanying statements of operations. The Company allocates 50% of these amounts to rent expense. As of March 31, 2017, and 2016, the remaining balance in the accrued liabilities-related party account for the above services was $100,000 and $60,000, respectively.

~~Directors fees are also included in Accrued liabilities – related parties. Directors fees for~~during the years ended March 31, ~~2017~~2020 and ~~2016 was $24,000 and $24,000, and is included in general and administrative expense~~March 31, 2019.

There were no fees accrued or paid to directors in the accompanying statements of operations. As of, March 31, 2017 and 2016, the remaining balance in the accrued liabilities-related party account for the above services was $48,000 and $24,000, respectively.

~~During the year~~years ended March 31, ~~2001, the Company entered into an agreement with Medarex Inc. (‘the vendor’), who is also a principal stockholder, for services totaling $200,000. On November 11, 2002, the Company~~2020 and vendor mutually agreed that in lieu of the $200,000 payment, the vendor would accept 10,000 shares of the Company's common stock valued at $1.00 totaling $100,000. In addition, the Company also executed a $100,000 unsecured promissory note with the vendor. Under the terms of the promissory note, the obligation bears interest at prime plus 1% (4.25% at March 31, 2014). Interest is accrued and payable quarterly.2019. At March 31, ~~2017~~2020 and ~~2016,~~2019, the Company had accrued ~~interest totaled $0~~ and ~~$0, respectively. Comindus Finance Corp, assumed the promissory note during the year ended~~owed $750 and $2,250, respectively, to Paul Russo for car and telephone allowance. At March 31, ~~2015.~~

2020 and 2019, the Company had accrued and owed $5,000 and $5,000, respectively to Simon Westbrook for unpaid consulting fees.

(B) TRANSACTIONS WITH ~~PROMOTORS~~

PROMOTERS

Georges Benarroch would be considered as a promoter of the Company. Georges Benarroch is the president of Comindus Finance Corp, holding ~~959,252~~2,697,085 shares of the Company common stock represented by ~~30.5%~~46.2% of total issued and outstanding ~~shares~~.

common shares.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~(1)~~

(1) Audit Fees

RBSM LLP, Independent Registered Public Accounting firm billed an aggregate of ~~$15,000~~$29,500 and ~~$15,000~~$30,000 for audit of our annual financial statements for the fiscal years ended March 31, ~~2017~~2020 and ~~2016.~~

2019. These amounts include the review of our related Forms 10-Q during the years audited.

(2) Audit Related Fees

No other professional services were rendered by RBSM LLP for audit related services rendered during the fiscal years ended March 31, ~~2017~~2020 and ~~2016.~~

2019.

(3) Tax Fees

No professional services were rendered by RBSM LLP for tax compliance, tax advice, and tax planning the fiscal years ended March 31, ~~2017~~2020 and ~~2016.~~

~~(4) All Other Fees~~

~~Not applicable.~~

2019.

ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K

(A) LISTING OF EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
3(i)(a)
~~3(i)(a)~~		Articles of Incorporation of Kyto ~~Biopharma,~~Technology and Life Science, Inc.*
3(i)(b)		Articles of Amendment changing name to Kyto ~~Biopharma,~~Technology and Life Science, Inc.*
~~3(ii)~~ 3(i)(c)		Delaware incorporation and revised articles of incorporation **
3(ii)		Bylaws of Kyto ~~Biopharma,~~Technology and Life Science, Inc.*
A 31.1		Medarex Agreement**
B		Patent Family Summary**
C		Research Foundation of The State University of New York agreement**
~~31.1~~		Section 302 Certification of the principal executive officer ~~and~~**
31.2		Section 302 Certification of the principal financial and accounting officer**
32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the principal executive officer ~~and~~**
32.2		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the principal financial accounting officer**
18.1		Auditors preferability letter re adoption of ASC 946 **

* Filed as Exhibit to Company's Form 10-SB on September ~~12th,~~12^th, 2003, with the Securities and Exchange Commission

** Filed as Exhibit with this Form 10-K.

(B) Code of Ethics

Kyto ~~Biopharma~~Technology and Life Science, Inc. will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, and integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company's best interest. Kyto ~~Biopharma~~Technology and Life Science, Inc. will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of ~~the men and women~~those who work here. Thus, we are all expected to adhere to high standards of personal integrity.

Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear to conflict, with the interests of the company, its clients or affiliates. Officers, directors and employees must be particularly careful to avoid representing Kyto ~~Biopharma~~Technology and Life Science, Inc. in any transaction with others with whom there is any outside business affiliation or relationship. Officers, directors, and employees shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affiliates.

No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or influence business activity.

Officers, directors and employees of Kyto ~~Biopharma~~Technology and Life Science, Inc. will often come into contact with, or have possession of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information - whether it is on behalf of our company or any of our clients or affiliates - could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods. Proprietary, confidential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.

Misuse of material inside information in connection with trading in the company's securities can expose an individual to civil liability and penalties. Directors, officers, and employees in possession of material information not available to the public are ~~"insiders".~~"insiders." Spouses, friends, suppliers, brokers, and others outside the company who may have acquired the information directly or indirectly from a director, officer or employee are also "insiders." The Act prohibits insiders from trading in, or recommending the sale or purchase of, the company's securities, while such inside information is regarded as ~~"material",~~"material," or if it is important enough to influence you or any other person in the purchase or sale of securities of any company with which we do business, which could be affected by the inside information.

The following guidelines should be followed in dealing with inside information:

Until the company has publicly released the material information, an employee must not disclose it to anyone except those within the company whose positions require use of the information.

Employees must not buy or sell the company's securities when they have knowledge of material information concerning the company until it has been disclosed to the public and the public has had sufficient time to absorb the information.

Employees shall not buy or sell securities of another corporation, the value of which is likely to be affected by an action by the company of which the employee is aware and which has not been publicly disclosed.

Officers, directors and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.

Officers, directors and employees will refrain from gathering competitor intelligence by illegitimate means and refrain from acting on knowledge, which has been gathered in such a manner. The officers, directors and employees of Kyto ~~Biopharma~~Technology and Life Science, Inc. will seek to avoid exaggerating or disparaging comparisons of the services and competence of their competitors.

Officers, directors and employees will obey all Equal Employment Opportunity laws and act with respect and responsibility towards others in all of their dealings. Officers, directors and employees will remain personally balanced so that their personal life will not interfere with their ability to deliver quality products or services to the company and its clients.

Officers, directors and employees agree to disclose unethical, dishonest, fraudulent and illegal behavior, or the violation of company policies and procedures, directly to management.

Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its be signed on its behalf by the undersigned, thereunto duly authorized.

	KYTO ~~BIOPHARMA,~~TECHNOLOGY AND LIFE SCIENCE, INC.

DATE: June ~~29, 2017~~30, 2020	~~By:~~

	By:	/ s/ ~~Georges Benarroch~~	Simon Westbrook
	Name:	~~Name: Georges Benarroch~~	Simon Westbrook
		~~President,~~ Chief ~~Executive~~Financial Officer ~~principal executive officer~~
		~~and principal financial and accounting officer~~

Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Paul Russo	Chief Executive Officer	June 30, 2020

/s/ Georges Benarroch	~~President, Chief Executive Officer, principal executive officer~~ Director	June ~~29, 2017~~30, 2020
~~Georges Benarroch~~	~~and principal financial and accounting officer~~
/s/ Simon Westbrook	Chief Financial Officer	June 30, 2020
~~/s/ Peter Prendergast~~	~~Director~~	~~June 29, 2017~~
~~Peter Prendergast~~

Kyto ~~Biopharma,~~Technology and Life Science, Inc.

Financial Statements

Table of Contents

Report of Independent Registered Public Accounting Firm		~~F-2~~	F-1

Balance Sheets as of March 31, ~~2017~~2020 and ~~2016~~2019		~~F-3~~	F-2

Statements of Operations for the years ended March 31, ~~2017~~2020 and ~~2016~~2019		~~F-4~~	F-3

Statement of Stockholders' Deficit for the years ended March 31, ~~2017~~2020 and ~~2016~~2019		~~F-5~~	F-4

Statements of Cash Flows for the years ended March 31, ~~2017~~2020 and ~~2016~~2019		~~F-6~~	F-5

Schedule of Investment as of March 31, 2020 and 2019	F-6

Notes to Financial Statements		~~F-7~~ /~~F-11~~	F-9

REPORT OFOR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of

Kyto ~~Biopharma,~~Technology and Life Science, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Kyto ~~Biopharma,~~Technology and Life Science, Inc. (the ~~“Company”),~~Company) as of March 31, ~~2017~~2020 and ~~2016,~~2019, and the related statements of operations, stockholders’ ~~deficit~~equity (deficit), cash flows, and schedule of investment for each of the years in the two year period ended March 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the ~~two-year~~two year period ended March 31, ~~2017.~~ 2020, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 1 to the financial statements, the Company changed its presentation and disclosure in accordance with ASC 946 in fiscal year 2020.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been assuming the Company will continue as a going concern. As discussed in Note 1 to the accompanying financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit that raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans in regard these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements based on our audits.

We ~~have~~are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States of America).~~PCAOB. 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~~misstatement, whether due to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing auditerror or fraud, and performing 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 includesrespond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting ~~principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion,~~

We have served as the ~~financial statements referred to above present fairly, in all material respects, the financial position~~Company’s auditor since 2011

/s/ RBSM LLP

Henderson, NV

June 30, 2020

Kyto Technology and Life Science, Inc.

Balance Sheets

		March 31,		March 31,
		2020		2019
ASSETS
Current Assets
Cash	$	33,756	$	93,634
Receivables		500		1,000
Investments		2,665,499		1,498,048
Total Assets	$	2,699,755	$	1,592,682

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable & accrued liabilities	$	26,394	$	21,700
Accrued liabilities & loans - related party		5,750		7,250
Total Current Liabilities		32,144		28,950

Commitments and Contingencies		-		-

Stockholders' Equity
Preferred stock authorized but not designated, $.01 par value 19,800,000 shares, none issued and outstanding as of March 31, 2020 and March 31, 2019		-		-
Series A preferred convertible stock, $.01 par value, 4,200,000 shares designated, 4,200,000 and 2,612,500 issued and outstanding as of March 31, 2020 and March 31, 2019, respectively		42,001		26,125
Series B preferred convertible stock, $0.01 par value, 6,000,000 shares designated, 812,500 and none issued and outstanding as of March 31, 2020 and March 31, 2019, respectively		8,125		-
Common stock, $.01 par value, 40,000,000 shares authorized, 5,836,832 issued and outstanding as of March 31, 2020 and March 31 2019, respectively		58,368		58,368
Additional paid-in capital		35,943,369		34,090,092
Accumulated deficit		(33,384,252)		(32,610,853)
Total Stockholders' Equity		2,667,611		1,563,732

Total Liabilities and Stockholders' Equity	$	2,699,755	$	1,592,682

The accompanying notes are an integral part of these audited financial statements.

Kyto Technology and Life Science, Inc.

Statements of Operations

		For the Years Ended March 31,
		2020		2019
Revenue from sale of services	$	14,150	$	9,000

Operating Expenses
General and administrative		726,503		239,082
Write-down of investments to market value		61,046		-
Total Operating Expenses		787,549		239,082

Loss from Operations		(773,399)		(230,082)

Interest expense, net		-		(25)
Net Loss before taxes		(773,399)		(230,107)

Net income (tax) benefit		-		-
Net Loss	$	(773,399)	$	(230,107)

Weighted average number of shares outstanding
basic and diluted		5,836,832		5,836,832


Net loss per share - basic and diluted	$	(0.13)	$	(0.04)

The accompanying notes are an integral part of these audited financial statements.

Kyto ~~Biopharma,~~Technology and Life Science, Inc. as

Statements of Shareholders' Equity (Deficit)

	Preferred A Stock #		Preferred A Stock Amount	Preferred B Stock #		Preferred B Stock Amount	Common Stock #		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit		Total
Balance, March 31, 2016	-	$	-	-	$	-	3,139,747	$	$ 314	$	32,063,476	$	(32,195,990)	$	(132,200)

Net (loss) for year ended March 31, 2017	-		-	-		-	-		-		-		(93,929)		(93,929)

Balance, March 31, 2017	-	$	-	-	$	-	3,139,747	$	314	$	32,063,476	$	(32,289,919)	$	(226,129)

Net (loss) for year ended March 31, 2018	-		-	-		-	-		-	$	(31,086)	$	(90,827)		(121,913)

Balance, March 31, 2018	-	$	-	-	$	-	3,139,747	$	31,400	$	32,032,390	$	(32,380,746)	$	(316,956)

Net (loss) for the year ended March 31, 2019	-		-	-		-	-		-		-		(230,107)		(230,107)

Sale of Series A Preferred stock at $0.80 per share	2,212,500		22,125	-		-	-		-		1,747,875		-		1,770,000

Series A Preferred stock issued for conversion of related party debt	400,000		4,000	-		-	-		-		316,000		-		320,000

Exercise of options for common stock at $.006 per share	-		-	-		-	2,697,085		26,968		(10,786)		-		16,182

Compensation expense on stock options	-		-	-		-	-		-		4,613		-		4,613

Balance, March 31, 2019	2,612,500	$	26,125	-	$	-	5,836,832	$	58,368	$	34,090,092	$	(32,610,853)	$	1,563,732

Net (loss) for the year ended March 31, 2020	-		-	-		-	-		-		-		(773,399)		(773,399)
Sale of Series A Preferred stock at $0.80 per share	1,587,500		15,876	-		-	-		-		1,254,125		-		1,270,001

Sale of Series B Preferred stock at $0.80 per share	-		-	812,500		8,125	-		-		591,875		-		600,000

Compensation expense on stock options	-		-	-		-	-		-		7,277		-		7,277

Balance, March 31, 2020	4,200,000	$	42,001	812,500	$	8,125	5,836,832	$	58,368	$	35,943,369	$	(33,384,252)	$	2,667,611

The accompanying notes are an integral part of these audited financial statements.

Kyto Technology and Life Science, Inc.

Statements of Cash Flows

		For the year ended March 31, 2020		For the year ended March 31, 2019
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(773,399)	$	(230,107)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on conversion of related party debt		-		5,099
Option compensation expense		7,277		4,613
Write-down of investments to market value		61,046		-

Increase / (decrease) in operating assets and liabilities
Receivables		500		(1,000)
Prepaid & other current assets		-		7,500
Accounts payable and accrued liabilities		4,694		8,670
Total cash (used in) operating activities		(699,882)		(205,225)

CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equity investments		(1,228,497)		(1,498,048)
Total cash used in investing activities		(1,228,497)		(1,498,048)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sales of Series A Preferred stock		1,270,001		1,770,000
Proceeds from sales of Series B Preferred stock		600,000
Proceeds from exercise of options for common stock		-		16,182
Advances from related party		(1,500)		10,721
Total cash provided by financing activities		1,868,501		1,796,903


Net increase in cash		(59,878)		93,630

Cash at beginning of period		93,634		4
Cash at end of period	$	33,756	$	93,634

Supplemental Cash Flow Information:
Interest Paid	$	-	$	25
Taxes Paid	$	800	$	800

Non Cash Financing and Investing Activities
Preferred shares issued for conversion of related party debt	$	-	$	320,000

The accompanying notes are an integral part of these audited financial statements.

Kyto Technology and Life Science Inc

Consolidated schedule of investments

As of March 31, ~~2017~~2020

Portfolio Company	Industry	Investment and approximate ownership		Cost		Fair value	Percentage of net assets (a)

SAFE Investment – Not readily marketable
Cnote Group, Inc	Fintech	4.3 % ownership	$	51,500	$	51,500	1.9%
Mitre Medical Corp	Life Science	0.6 % ownership		75,000		75,000	2.8%
Total SAFE Investment – Not readily marketable			$	126,500	$	126,500	4.7%

Preferred Stock Investment – Not readily marketable
Shyft (FKA Crater Group Inc)	Technology	3.4 % ownership	$	51,500	$	51,500	1.9%
Colabs Inc	Life Science	5.0 % ownership		50,000		50,000	1.9%
Neuroflow Inc	Life Science	7.5 % ownership		150,000		150,000	5.6%
FemtoDX Inc	Life Science	42,436 series A preferred stock - 5.0 % ownership		100,000		100,000	3.7%
Deep Blue Medical Advances Inc	Life Science	10,431 series A preferred stock - 1.0 % ownership		49,997		49,997	1.9%
Otomagnetics Inc	Life Science	3.3 % ownership		100,000		100,000	3.7%
Trellis Bioscience LLC	Life Science	0.5 % ownership		50,000		50,000	1.9%
Valfix Medical Inc	Life Science	2.9 % ownership		50,000		50,000	1.9%
Trellis Bioscience LLC	Life Science	0.5 % ownership		50,000		50,000	1.9%
Total Preferred Investment – Not readily marketable			$	651,497	$	651,497	24.4%

Common Stock Investment – Not readily marketable
Boardwalk Tech	Technology	150,000 units of common stock and warrant - 4.9 % ownership	$	73,500	$	73,500	2.8%
Total Common Stock Investment – Not readily marketable			$	73,500	$	73,500	2.8%

Other Investment – Not readily marketable
Exodos Life Sciences LP	Life Science	General Partnership Class A-1 Unit - 1.5 % ownership	$	206,000	$	206,000	7.7%
Enduralock LLC	Technology	Unit of LLC - 1.5 % ownership		30,000		30,000	1.1%
Total Other Investment – Not readily marketable			$	236,000	$	236,000	8.8%

Kyto Technology and ~~2016, and the results~~Life Science Inc

Consolidated schedule of ~~its operations and its cash flows for each~~investments

As of ~~the years in the two-year period ended~~ March 31, ~~2017, in conformity with accounting principles generally accepted in the United States~~2020

(Continued)

Convertible Loan Investment – Not readily marketable

Seal Rock Therapeutics, Inc.	Life Science	Convertible note, 5%, no fixed term	$	78,000	$		78,000		2.9%
Achelios Therapeutics Inc.	Life Science	Convertible note, 8%, due December 31, 2021		100,000			100,000		3.7%
Sensing Electromagnetic Plus corp	Technology	Convertible note, 6%, due August 29, 2020		50,000			1		0.0%
INBay Technology Inc	Technology	Convertible note, 24%, due October 26, 2020		50,000			50,000		1.9%
Basepaws Inc	Technology	Convertible note, 1%, due April 30, 2020		50,000			50,000		1.9%
Kitotech Medical Inc	Life Science	Convertible note, 6%, due December 19, 2020		100,000			100,000		3.7%
Sensing Electromagnetic Plus corp	Technology	Convertible note, 5%, due January 24, 2021		11,048			1		0.0%
Cnote Group, Inc	Fintech	Convertible note, 4%, due December 18, 2020		50,000			50,000		1.9%
Promaxo, Inc.	Life Science	Convertible note, 8%, due September 1, 2020		250,000			250,000		9.4%
Shyft (FKA Crater Group Inc)	Technology	Convertible note, 8%, due March 18, 2020		50,000			50,000		1.9%
Achelios Therapeutics Inc.	Life Science	Convertible note, 8%, due December 31, 2021		25,000			25,000		0.9%
SageMedic Corp	Life Science	Convertible note, 8%, due April 12, 2021		50,000			50,000		1.9%
Beam Semiconductor Inc	Technology	Convertible note, 8%, due June 30, 2020		150,000			150,000		5.6%
INBay Technology Inc	Technology	Convertible note, 12%, due July 9, 2021		30,000			30,000		1.1%
Lifewave Biomedical Inc	Life Science	Convertible note, 6%, due December 31, 2020		30,000			30,000		1.1%
Cyberdontics Inc	Life Science	Convertible note, 8%, due September 4, 2022		30,000			30,000		1.1%
Light Line Medical Inc	Life Science	Convertible note, 8%, due September 9, 2021		30,000			30,000		1.1%
Visgenx Inc	Life Science	Convertible note, 6%, due December 31, 2020		30,000			30,000		1.1%
Every Key Inc	Technology	Convertible note, 5%, due December 11, 2023		100,000			100,000		3.7%
Achelios Therapeutics Inc.	Life Science	Convertible note, 8%, due December 31, 2021		50,000			50,000		1.9%
Lifewave Biomedical Inc	Life Science	Convertible note, 6%, due December 31, 2020		70,000			70,000		2.6%
Light Line Medical Inc	Life Science	Convertible note, 8%, due February 10, 2022		70,000			70,000		2.6%
INBay Technology Inc	Technology	Convertible note, 12%, due February 21, 2022		50,000			50,000		1.9%
Cyberdontics Inc	Life Science	Convertible note, 8%, due February 27, 2023		35,000			35,000		1.3%
Xpan Inc	Life Science	Convertible note, 8%, due March 4, 2022		50,000			50,000		1.9%
Beam Semiconductor Inc	Technology	Convertible note, 8%, due March 5, 2021		50,000			50,000		1.9%
Total Convertible Loan Investment – Not readily marketable			$	1,639,048		$		1,578,002	59.2%

Total net assets			$	2,726,545	$		2,665,499		99.9%

(a) Percentages are based on net assets of $2,667,611 as of March 31, 2020

Kyto Technology and Life Science Inc

Consolidated schedule of ~~America.~~

~~The accompanying financial statements have been prepared assuming the Company will continue as a going concern.~~ investments

As discussed in Note 1 to the accompanying financial statements, the Company has not commenced its planned principal operations and has suffered recurring losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of ~~this uncertainty.~~

~~/s/ RBSM LLP~~

~~Henderson Nevada~~

~~June 29, 2017~~

~~Kyto Biopharma, Inc.~~

~~Balance Sheets~~

March 31,

March 31,

2017

2016

ASSETS

Current Assets

Cash
$-
$32






Total Current Assets
  -
  32









Total Assets
$-
$32



LIABILITIES AND STOCKHOLDERS' DEFICIT





Current Liabilities


Accounts payable and accrued expenses
$22
$-
Accrued liabilities
  10,000
  12,500
Accrued liabilities - related party
  148,000
  84,000
Loan payable-related party
  68,107
  35,732
Total Current Liabilities
  226,129
  132,232



Commitments and Contingencies





Stockholders' Deficit


Preferred convertible stock, $1.00 par value, 2,000,000 shares


authorized, none issued and outstanding as of


March 31, 2017 and 2016, respectively
  -
  -
Common stock, $0.0001 par value, 100,000,000 shares


authorized, 3,139,747 issued and outstanding as of


March 31, 2017 and 2016,
  314
  314
Additional paid-in capital
  32,063,476
  32,063,476
Accumulated deficit
  (32,289,919)
  (32,195,990)



Total Stockholders' Deficit
  (226,129)
  (132,200)



Total Liabilities and Stockholders' Deficit
$-
$32

~~Kyto Biopharma, Inc.~~

~~Statements of Operations~~

For the Years Ended

March 31

2017

2016

Operating Expenses

General and administrative
$93,929
$90,378



Total Operating Expenses
  93,929
  90,378



Loss from Operations
  93,929
  90,378






Net Loss before taxes
  (93,929)
  (90,378)



Net Income (Tax) Benefit
  -
  -



Net Loss
$(93,929)
$(90,378)












Weighted average number of shares outstanding


basic and diluted
  3,139,747
  3,139,747






Net loss per share - basic and diluted
$(0.03)
$(0.03)

~~Kyto Biopharma, Inc.~~

~~Statement of Stockholder's Deficit~~

~~For the Years Ended~~ March 31, ~~2017 and 2016~~

Preferred Stock

Common Stock

Additional

$1.00 par value

$0.0001 par value

Paid - in

Accumulated

Shares

Amount

Shares

Amount

Capital

Deficit

Total

Balance, March 31, 2015
  -
$-
  3,139,747
$314
$32,063,476
$(32,105,612)
$(41,822)
Net Loss
  -
  -
  -
  -
  -
  (90,378)
  (90,378)
Balance, March 31, 2016
  -
$-
  3,139,747
$314
$32,063,476
$(32,195,990)
$(132,200)
Net Loss
  -
  -
  -
  -
  -
  (93,929)
  (93,929)
Balance, March 31, 2017
  -
$-
  3,139,747
$314
$32,063,476
$(32,289,919)
$(226,129)

2019

Portfolio Company	Industry	Investment and approximate ownership			Cost			Fair value	Percentage of net assets (a)
SAFE Investment – Not readily marketable
Cnote Group, Inc	Fintech	4.3 % ownership		$	51,500	$		51,500	3.3%
Mitre Medical Corp	Life Science	0.6 % ownership			75,000			75,000	4.8%
Total SAFE Investment – Not readily marketable			$		126,500	$	126,500		8.1%

Preferred Stock Investment – Not readily marketable
Shyft (FKA Crater Group Inc)	Technology	3.4 % ownership		$	51,500	$		51,500	3.3%
Colabs Inc	Life Science	5.0 % ownership			50,000			50,000	3.2%
Neuroflow Inc	Life Science	7.5 % ownership			150,000			150,000	9.6%
FemtoDX Inc	Life Science	42,436 series A preferred stock - 5.0 % ownership			100,000			100,000	6.4%
Total Preferred Stock Investment – Not readily marketable			$		351,500	$	351,500		22.5%

Other Investment – Not readily marketable
Exodos Life Sciences LP	Life Science	General Partnership Class A-1 Unit - 1.5 % ownership		$	206,000	$		206,000	13.2%
Total Other Investment – Not readily marketable			$		206,000	$	206,000		13.2%

Convertible Loan Investment – Not readily marketable
Seal Rock Therapeutics, Inc.	Life Science	Convertible note, 5%, no fixed term		$	78,000	$		78,000	5.0%
Achelios Therapeutics Inc.	Life Science	Convertible note, 8%, due December 31, 2021			100,000			100,000	6.4%
Sensing Electromagnetic Plus corp	Technology	Convertible note, 6%, due August 29, 2020			50,000			50,000	3.2%
INBay Technology Inc	Technology	Convertible note, 24%, due October 26, 2020			50,000			50,000	3.2%
Basepaws Inc	Technology	Convertible note, 1%, due April 30, 2020			50,000			50,000	3.2%
Kitotech Medical Inc	Life Science	Convertible note, 6%, due December 19, 2020			100,000			100,000	6.4%
Sensing Electromagnetic Plus corp	Technology	Convertible note, 5%, due January 24, 2021			11,048			11,048	0.7%
Cnote Group, Inc	Fintech	Convertible note, 4%, due December 18, 2020			50,000			50,000	3.2%
Promaxo, Inc.	Life Science	Convertible note, 8%, due September 1, 2020			250,000			250,000	16.0%
Shyft (FKA Crater Group Inc)	Technology	Convertible note, 8%, due March 18, 2020			50,000			50,000	3.2%
Achelios Therapeutics Inc.	Life Science	Convertible note, 8%, due December 31, 2021			25,000			25,000	1.6%
Total Convertible Loan Investment – Not readily marketable			$		814,048	$	814,048		52.1%

Total net assets				$	1,498,048	$		1,498,048	95.8%

(a) Percentages are based on net assets of $1,563,732 as of March 31, 2019

~~Kyto Biopharma, Inc.~~

~~Statements of Cash Flows~~

Fo the Years Ended March 31,

2017

2016

Cash Flows from Operating Activities:

Net loss
$(93,929)
$(90,378)
Adjustment to reconcile net loss to net cash used in


operating activities:





Changes in operating liabilities:


Accrued liabilities related party
  64,000
  24,000
Accrued liabilities
  (2,500)
  40,000
Accounts payable and accrued expenses
  22
  (432)
Net Cash Used in Operating Activities
  (32,407)
  (26,810)



Cash Flows from Investing Activities:





Net Cash Used in Investing Activities
  -
  -



Cash Flows from Financing Activities:


Loan proceeds from related parties, net
  32,375
  26,839



Net Cash Provided by Financing Activities
  32,375
  26,839






Net decrease in Cash and Cash Equivalents
  (32)
  29



Cash and Cash Equivalents at Beginning of Period
  32
  3



Cash and Cash Equivalents at End of Period
$-
$32






Supplemental Disclosure of Cash Flow Information:


Cash paid for:


           Interest
$-
$-
           Income Taxes
$-
$-

KYTO ~~BIOPHARMA,~~TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, ~~2017~~

2020

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF BUSINESS

Kyto ~~Biopharma,~~Technology and Life Science, Inc. was formed as a Florida corporation on March 5, ~~1999. On~~1999 under the name of B Twelve Inc. In August, ~~14,~~ 2002, the Company changed its name from B Twelve, Inc. to Kyto ~~Biopharma, Inc~~

BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc. In July 2019, the Company was re-incorporated as a Delaware company.

The Company ~~is a biopharmaceutical company,~~was originally formed to acquire and develop innovative minimally toxic and ~~nonimmunosuppressive~~non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other ~~proliferate~~autoimmune diseases and ~~autoimmune diseases. The Company is currently in the development stage and has disposed of its Research and Development in 2012 and is now in the process of~~had been looking at a number of strategies ~~for an acquisition and merger~~ to become active. ~~Once~~In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have completed due diligence and committed to invest, and does not typically invest more than $250,000 in any single investment. Generally, the Company’s investments represent less than 5% ownership interests, and the Company therefore has no effective control or influence over the management or commercial decisions of the Companies in which it invests. The Company plans to generate revenue from realised gains from the sale of the businesses in which it has ~~settled~~invested. Generally, it is expected that investments will be realised from an exit within a period of four years following investment. Such sales are outside its control and depend on ~~the strategy,~~M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. In 2018, the Company ~~will develop~~developed a business plan to make investments in early stage private companies. At March 31, 2020, management determined that the Company was an investment company for ~~an acquisition~~purposes of ASC 946 disclosure, and committed to follow the ~~means~~specialized accounting and reporting guidance of contained therein. Other then making its initial investments in its portfolio companies, the Company does not provide any financial support to ~~achieve~~any of its ~~goal.~~

~~(B) RECLASSIFICATION OF PRIOR YEAR PRESENTATION~~

~~Certain prior year amounts have been reclassified for consistency~~investees.

The Company currently has approximately $30,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of September 2020. As at June 12, it has raised $300,000 from the ~~current period presentation. These reclassifications had no effect on the reported results~~sale of ~~operations or previously reported cash flows.~~

~~During~~Series B stock. Since general and admin expenses, other than investor relations and executive bonus are quite low, averaging $17,000 per month through the year ended March 31, ~~2016, Directors fees were reclassified from accrued liabilities~~2020 and payments for investor fundraising, executive bonuses, and commitments to ~~accrued liabilities related party.~~

~~(C) GOING CONCERN~~

~~As reflected in the accompanying financial statements,~~new investment opportunities are discretionary, the Company ~~has~~believes it will be able to manage its cash flow to match available cash on a case by case basis. However, there is no ~~revenues, a net loss of $93,929, a working capital deficiency of $226,219, a stockholders' deficiency of $226,219, and an accumulated deficit of $32,289,919 at March 31, 2017. The ability of~~assurance that the Company will be able to continue as a going concern, ~~is dependent~~and stay at home orders, and general economic uncertainties arising out of the current Covid-19 epidemic create additional l delay and uncertainty.

(B) LIQUIDITY

The Company was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other autoimmune diseases and had been looking at a number of strategies to become active. In April, 2018, the Board adopted a new business plan focused on the ~~Company's ability~~development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to ~~further implement its business plan, raise capital, and generate revenues. The Financial statements do not include any adjustments that might be necessary if~~offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have completed due diligence and committed to invest, and does not typically invest more than $250,000 in any single investment. The Company plans to generate revenue from realised gains from the sale of the businesses in which it has invested. Generally, it is ~~unable~~expected that investments will be realised from an exit within a period of four years following investment. Between April 2018 and September 2019 the Company raised $3,360,000 from sales of Series A preferred stock and between October 2019 and March 2020 raised $600,000 from sales of Series B Preferred stock. These funds were used for investments, operating expenses, and fundraising activities. However, in spite of this, there can be no assurance that the Company will be able to continue as a going ~~concern.~~

The Company’s continued existence is dependent upon the Company's ability to resolve its liquidity problems, principally by obtaining additional debt financing and/or equity capital. During the year ended March 31, 2017, the Company received $32,375 in related party debt financing.

~~The Company has yet to generate an internal cash flow,~~concern, and ~~until the sales of its product begins, the Company is very dependent upon debt~~stay at home orders, and ~~equity funding. The Company must successfully complete its research and development resulting in a saleable product. However, there is no assurance that once the development~~general economic uncertainties arising out of the ~~product is completed~~current Covid-19 epidemic have created additional delay and ~~finally gains Food~~uncertainty.

The company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP), which requires the use of estimates, assumptions and ~~Drug Administration clearance,~~ the ~~Company~~exercise of subjective judgment as to future uncertainties. Actual results could differ from those estimates, assumptions, and judgments. Significant items subject to such estimates will ~~achieve a profitable level~~include determining the fair value of ~~operations.~~

investments, revenue recognition, income tax uncertainties, and other contingencies.

KYTO ~~BIOPHARMA,~~TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, ~~2017~~

2020

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~(D) USE OF ESTIMATES~~

~~In preparing~~

The company’s financial statements ~~management is required to make estimates and assumptions that affect~~are prepared using the ~~reported amounts~~specialized accounting principles of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates.

~~Significant estimates during the fiscal year ended March 31, 2017 and 2016 include the valuation allowance of deferred tax assets.~~

~~(E) CASH AND CASH EQUIVALENTS~~

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at March 31, 2017 and 2016, respectively.

~~(F) CONCENTRATIONS~~

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of March 31, 2017 and 2016, the Company did not have any deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts through March 31, 2017 and 2016, respectively.

~~The Company has obtained and continues to obtain a large amount of its funding from loans and equity funding from a principal stockholder related to a director of the Company.~~

~~(G) STOCK-BASED COMPENSATION~~

~~Financial Accounting Standards Board~~ Accounting Standards Codification Topic ~~718, Stock Compensation requires generally that~~946, Financial Services—Investment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all ~~equity awards granted to employees be accounted for~~of its investments at ~~“fair value.” This~~ fair value ~~is measured~~with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments. The company carries its liabilities at ~~grant date for stock settled awards, and~~amounts payable, net of unamortized premiums or discounts. The company does not currently plan to elect to carry its liabilities at ~~subsequent exercise or settlement for cash-settled awards.~~

~~Under this method,~~fair value. Net assets are calculated as the ~~Company records an expense equal to~~carrying amounts of assets, including the fair value of investments, less the ~~options~~carrying amounts of its liabilities.

The financial information associated with the March 31, 2020 and 2019 of management, contains all adjustments and eliminations, consisting of only normal recurring adjustments, necessary for a fair presentation in accordance with GAAP.

(D) REVENUE RECOGNITION

The Company derives revenue from the sale of investments and occasional fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or ~~warrants issued.~~acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The ~~fair value~~Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is ~~computed using~~in regular contact with the ~~Black Scholes options pricing model.~~

~~(H)~~management of its portfolio investment companies to provide the basis for impairment reviews, and forecasting future revenue and fund raising needs.

(E) INCOME TAXES

The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 "Accounting for Income Taxes" ("Topic 740"). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date.

(F) USE OF ESTIMATES

Significant estimates during the fiscal year ended March 31, 2020 and 2019 include the valuation of investment valuation, stock options and warrants.

(G) CASH AND CASH EQUIVALENTS

(H) CONCENTRATIONS

The Company maintains its cash in bank checking and deposit accounts, which, at times, may exceed federally insured limits. As of March 31, 2020 and 2019, the Company did not have any deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts through March 31, 2020 and 2019, respectively.

KYTO ~~BIOPHARMA,~~TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, ~~2017~~

2020

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(I) STOCK-BASED COMPENSATION

Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” requires generally that all equity awards granted to employees and consultants be accounted for at “fair value.” This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company granted 1,370,000 options to consultants and advisors during the year ended March 31, 2020 (2019 - None).

(J) NET LOSS PER COMMON SHARE

In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings per Share", basic earnings per share is computed by dividing the net income less preferred dividends for the period by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income less preferred dividends by the weighted average number of common shares outstanding including the effect of common stock equivalents. Common stock equivalents, consisting of preferred stock, stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented.

Number of shares used in calculation of diluted EPS
Common shares		5,836,832
Preferred A shares		3,805,449
Preferred B shares		95.753
Options		435,635
Warrants		3,805,449
Total		13,979,118

(K) INVESTMENT AND VALUATION OF INVESTMENT AT FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability.

The Company has established procedures to estimate the fair value of its investments which the company’s board of directors has reviewed and approved. The company will use observable market data to estimate the fair value of investments to the extent that market data is available. In the absence of quoted market prices in active markets, or quoted market prices for similar assets or in markets that are not active, the company will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances, which incorporates the company’s assumptions about the factors that a market participant would use to value the asset.

~~(J)~~

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or nonoccurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed.

The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

(L) SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS

In March 2020, the Company adopted Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

(M) DEFERRED FUNDRAISING EXPENSES

In 2019, the Company commenced a plan to raise a Series B Preferred round of equity to fund its ongoing investment program and cost of operations. Typically, it expects that this plan, from start to finish may take from six to nine months and in order to match the cost and benefits of this process, the Company adopted a policy of capitalizing direct expenses incurred in the course of fund raising with the intention of netting accumulated expenses against proceeds from sale of equity, and reporting the net funds raised at the close. Direct expenses include legal fees, investor relations fees, investor roadshows and meeting expenses, and related filing and printing fees. At December 31, 2019, the Company has deferred $256,174 of such expenses.

Because of the impact of the Covid-19 virus which caused potential investors to slow down their investment decision making, it became difficult to anticipate the rate of funding and, accordingly, the Company decided to write off all deferred fundraising expenses as at March 31, 2020, and to expense such expenses in future periods.

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(N) VOLUNTARY CHANGE IN ACCOUNTING PRINCIPLE

The Company made this voluntary change in principle because it believes that the Company now met the characteristics and requirement of being an investment company under ASC 946, and the presentation under ASC 946 better reflects the business purpose and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change has been reflected in the financial statements through retrospective application as follows:

		March 31, 2020						March 31, 2019
		Prior to		Effect of				Prior to		Effect of
		Change		Change		Adjusted		Change		Change		Adjusted
Cash	$	33,756	$	-	$	33,756	$	93,634	$	-	$	93,364
Receivable		500		-		500		1,000		-		1,000
Investment		-		2,665,499		2,665,499		-		1,498,048		1,498,048
Current assets		34,256		2,665,499		-		94,634		1,498,048		-

Investment		2,665,499		(2,665,499)		-		1,498,048		(1,498,048)		-
Total assets	$	2,699,755	$	-	$	2,699,755	$	1,592,682	$	-	$	1,592,682

NOTE 2 COMMITMENTS AND CONTINGENCIES

~~(A) LEASES~~

The Company leases office space on a month-to-month basis. The premises is leased from a principal stockholder. Rent expense in 2017 and 2016 was $20,000 and $20,000, respectively and is included in general and administrative expense in the accompanying statements of operations.

~~(B) REGULATION~~

The business of the Company is subject to various governmental regulations in the United States of America, Canada, and other countries, which must approve any Company products before commencement of commercial sales and which regulate the manufacturing of pharmaceuticals.

has no commitments or contingencies.

NOTE 3 RELATED PARTY TRANSACTIONS

~~(A) LOAN PAYABLE, RELATED PARTY~~

At March 31, ~~2017~~2020 there was an accrued liability for $5,750 in respect of consulting fees, and ~~2016, the Company owed $68,107~~telephone and ~~$35,732, respectively,~~travel expenses due to ~~a related party director~~officers of the Company. ~~The loan is non-interest bearing, unsecured and due on demand and included in the loans payable, related party balance.~~

~~(B) ACCRUED LIABILITIES, RELATED PARTY~~

The Company leases office space and administrative services from a related party principal stockholder. Rent and administrative expense in 2017 and, 2016, was $40,000 and $40,000, respectively and is included in general and administrative expense in the accompanying statements of operations. The Company allocates 50% of these amounts to rent expense. As of March 31, 2017, and 2016, the remaining balance in the accrued liabilities-related party account for the above services was $100,000 and $60,000, respectively.

Directors fees are also included in Accrued liabilities – related parties. Directors fees for the years ended March 31, 2017 and 2016 was $24,000 and $24,000 and is included in general and administrative expense in the accompanying statements of operations. As of, March 31, 2017 and 2016, the remaining balance in the accrued liabilities-related party account for the above services was $48,000 and $24,000, respectively.

~~KYTO BIOPHARMA, INC.~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~MARCH 31, 2017~~

NOTE 4 ~~STOCKHOLDERS' DEFICIENCY~~

~~(A) COMMON STOCK AND OPTIONS~~

~~Effective October 15, 2015, Kyto BioPharma Inc. completed a reverse stock split in the amount of a one (1) for ten (10) issued and outstanding shares of common stock.~~

~~Reference to common stock shares and per share amounts have been retroactively restated to give effect of the reverse stock split of one for ten shares.~~

~~On August 11, 2014, the number of authorized common stock increased to 100,000,000 from 25,000,000 having a par value of $0.0001, amounting in the aggregate to Ten Thousand Dollars ($10,000)~~

On August 11, 2014, the number of authorized non-voting preferred stock increased to 2,000,000 from 1,000,000 having a par value of $1.00, amounting in the aggregate to Two Million Dollars ($2,000,000)

~~As of March 31,2017 and 2016 there are 3,139,747 shares of the Company common stock as issued and outstanding.~~

~~(B) STOCK OPTIONS AND WARRANTS~~

~~As of March 31, 2017, no stock options and warrants were issued and outstanding.~~

~~(C) PAR VALUE~~

~~In August 2001, the par value of common stock was changed to $0.0001 from $1.00. The change is reflected retroactively for all periods presented in the accompanying financial statements.~~

~~(D)~~ EARNINGS PER SHARE

Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. Diluted net loss per share is not reported where the diluted earnings per share would be anti-dilutive. The following reconciles amounts reported in the financial statements for the years ended:

2017

2016

Net loss available to common stockholders.
$(93,929)
$(90,378)
Weighted average common shares outstanding
  3,139,747
  3,139,747
Basic and diluted net loss per share
$(0.03)
$(0.03)

		2020		2019
Net loss available to common shareholders	$	(773,399)	$	(230,107)
Weighted average common shares outstanding		5,836,832		4,769,369
Basic and diluted net loss per share	$	(0.13)	$	(0.05)

KYTO ~~BIOPHARMA,~~TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, ~~2017~~

2020

NOTE 5 INVESTMENTS

The following table summarizes the Company’s investment portfolio at March 31, 2020 and 2019.

		As of March 31
		2020			2019
Number of portfolio companies		28			18
Fair value	$	2,665,499		$	1,498,048
Cost	$	2,726,545		$	1,498,048

% of portfolio at cost
Convertible notes		1,578,002	58%	$	814,048	54%
Preferred stock		651,497	24%		351,500	23%
Common stock		73,500	3%		-	0%
SAFE		126,500	5%		126,500	8%
Other ownership units		236,000	9%		206,000	14%
Total	$	2,665,499	98%	$	1,498,048	100%

Our investment portfolio represents approximately 99.9% of our net assets at March 31, 2020 and 95.8% at March 31, 2019. Investments in early stage start up private operating entities, are valued based on available metrics, such as relevant market multiples and comparable company valuations, company specific-financial data including actual and projected results and independent third party valuation estimates. These investments are designated as Level 3 assets.

We focus on making our investments are made in the United States, Canada and Israel.

As of March 31, 2019
	America	Canada	Israel	Total
Fair value beginning of year	$ 1,448,048	$ 50,000	$ -	$ 1,498,048
New investments	783,497	195,000	250,000	1,228,497
Proceeds from sale of investments	-	-	-	-
Realized gains	-	-	-	-
Write down of investment	(61,046)	-	-	(61,046)
Fair value March 31, 2020	$ 2,170,499	$ 245,000	$ 250,000	$ 2,665,499

As of March 31, 2018
	America	Canada	Israel	Total
Fair value beginning of year	$ -	$ -	$ -	$ -
New investments	1,448,048	50,000	-	1,498,048
Proceeds from sale of investments	-	-	-	-
Realized gains	-	-	-	-
Write down of investment	-	-	-	-
Fair value March 31, 2019	$ 1,448,048	$ 50,000	$ -	$ 1,498,048

Working on the experience of our technical advisors, we limit our investments to fintech, technology, and life sciences.

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 5 INVESTMENTS (CONTINUED)

As of March 31, 2019
	Fintech	Technology	Life science	Total
Fair value beginning of year	$ 101,500	$ 262,548	$ 1,134,000	$ 1,498,048
New investments	-	483,500	744,997	1,228,497
Proceeds from sale of investments	-	-	-	-
Realized gains	-	-	-	-
Write down of investment	-	(61,046)	-	(61,046)
Fair value March 31, 2020	$ 101,500	$ 685,002	$ 1,878,997	$ 2,665,499

As of March 31, 2018
	Fintech	Technology	Life science	Total
Fair value beginning of year	$ -	$ -	$ -	$ -
New investments	101,500	262,548	1,134,000	1,498,048
Proceeds from sale of investments	-	-	-	-
Realized gains	-	-	-	-
Write down of investment	-	-	-	-
Fair value March 31, 2019	$ 101,500	$ 262,548	$ 1,134,000	$ 1,498,048

We invest in early stage private companies developing products or solutions in the fields of fintech, technology and life sciences. Typically we are investing in interest bearing notes that may be convertible into equity securities upon the completion of qualified subsequent financings, preferred stock, SAFEs or other forms of ownership.

	Convertible notes	Preferred stock	Common stock	SAFEs	Other ownership interests	Total
As of March 31, 2019
Fair value beginning of year	$ 764,048	$ 401,500	$ 126,500	$ -	$ 206,000	$ 1,498,048
New investments	825,000	299,997	-	73,500	30,000	1,228,497
Proceeds from sale of investments	-	-	-	-	-	-
Realized gains	-	-	-	-	-	-
Write down of investment	(61,046)	-	-	-	-	(61,046)
Fair value March 31, 2020	$ 1,528,002	$ 701,497	$ 126,500	$ 73,500	$ 236,000	$ 2,665,499

	Convertible notes	Preferred stock	Common stock	SAFEs	Other ownership interests	Total
As of March 31, 2018	$ --	$ -	$ -	$ -	$ -	$ -
Fair value beginning of year	-	-	-	-	-	-
New investments	764,048	401,500	126,500	-	206,000	1,498,048
Proceeds from sale of investments	-	-	-	-	-	-
Realized gains	-	-	-	-	-	-
Write down of investment	-	-	-	-	-	-
Fair value March 31, 2019	$ 764,048	$ 401,500	$ 126,500	$ -	$ 206,000	$ 1,498,048

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 6 INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future).

The Company ~~files separate tax returns for the parent and its Canadian subsidiary. There was~~had no income tax ~~expense~~provision for the years ended March 31, 2020 and 2019 because the Company had net operating losses for both federal and state tax purposes. The net operating loss carryovers may be subject to annual limitations under Internal Revenue Code Section 382/383, and similar state provisions, should there be a greater than 50% ownership change as determined under the applicable income tax regulations. The amount of the limitation would be determined based on the value of the company immediately prior to the ownership change and subsequent ownership changes could further impact the amount of the annual limitation or eliminate them entirely. An ownership change pursuant to Section 382/383 may have occurred in the past or could happen in the future, such that the NOLs available for utilization could be significantly limited or eliminate them entirely.

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	For the years ended March 31
	2020		2019
Tax benefit at federal statutory rate	(21.0)	%	(21.0)	%
State income taxes, net of federal benefit	(8.0)	%	(5.5)	%
Permanent differences	-	%	-	%
Change in valuation allowance	29.0	%	26.5	%
Effective income tax rate	-	%	-	%

The Company has determined that a valuation allowance for the entire net deferred tax asset is required. A valuation allowance is required if, based on the weight of evidence, it is more likely than not that some or the entire portion of the deferred tax asset will not be realized. After consideration of all the evidence, management has determined that a full valuation allowance is necessary to reduce the deferred tax asset to zero.

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below:

		For the years ended March 31
		2020		2019
Net operating loss carryforwards	$	5,051,328	$	6,304,297
Current year losses		773,399		230,107
Permanent differences		-		-
Gross deferred tax assets	$	5,824,727	$	6,534,404
Valuation allowance		(5,824,727)		(6,534,404)
Deferred tax asset, net of valuation allowance	$	-	$	-

At March 31, 2020 and 2019, the Company had net operating loss carry forwards for ~~the years ended March 31, 2017~~federal and ~~2016, due to the Company's net losses.~~

~~The Company's tax expense differs from the "expected" tax expense for Federal~~state income tax purposes ~~for~~of approximately $5.8 million and $6.5 million, respectively. These loss carryforwards expire within fifteen to twenty years of the respective tax years ~~ended March~~and may be used to offset future taxable income through 2039.

The TCJA, also introduces a limitation on the amount of NOLs that a corporation may deduct in a single tax year under section 172(a) equal to the lesser of the available NOL carryover or 80 percent of a taxpayer’s pre-NOL deduction taxable income (the “80-percent limitation”). This limitation applies only to losses arising in tax years that begin after Dec. 31, 2017 ~~and 2016 (computed by applying~~based upon section 172(e)(1) of the ~~United States Federal Corporate~~amended statute.

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 6 INCOME TAXES (CONTINUED)

The CARES Act repeals the 80% income limitation for NOL carryovers that can be deducted in tax ~~rate~~years beginning before January 1, 2021. It also provides that for any taxable year beginning after December 31, 2020, the 80% limitation on taxable income equals 80% of ~~34%~~the excess of taxable income over the amount of pre-TCJA NOLs carried to ~~loss before taxes), as follows:~~

2017

2016

Computed "expected" tax benefit
$(31,935)
$(30,728)
Change in deferred tax asset valuation allowance
  31,935
  30,728

$-
$-
The above benefit was calculated using a combined federal and state tax estimated rate as noted below


Statutory federal income tax rate
  34.00%
  34.00%
State income taxes
  1%
  1%
Foreign income tax rate difference
  (1)%
  (1)%
Valuation allowance
  (34.00)%
  (34.00%
Effective tax rate
  (0.0)%
  (0.0)%

~~The effects of temporary differences~~such year, clarifying an interpretive issue that ~~gave rise to significant portions of deferred tax assets and liabilities at March 31, 2017 are as follows:~~

~~Deferred tax assets:~~
~~United States net operating loss carryforward~~	$~~9,323,620~~
~~Canadian net operating loss carryforward~~	-
~~Total gross deferred tax assets~~	~~9,323,620~~
~~Less valuation allowance~~	~~(9,323,620~~)
~~Net deferred tax assets~~	$-

~~The net change in valuation allowance during~~had arisen under the ~~year ended March 31, 2017 was an increase of approximately $31,935. The Company's has a net operating loss carry forward of approximately $27,422,414 available to offset net income through 2033.~~

TCJA text.

The utilization of the net operating loss carry forwards is dependent upon the ability to generate sufficient taxable income during the carry forward period. In addition, utilization of these carry forwards may be limited due to ownership changes rules, as defined in the Internal Revenue ~~Code.~~

Code 382/383. The Company ~~is subject to taxation in~~has not determined if an ownership change has occurred that would limit the ~~United States and certain state jurisdictions.~~ use of the net operating losses or eliminate them entirely.

The Company’s tax ~~years for 2002 and forward~~returns are subject to examination by ~~the United States and applicable state~~ tax authorities ~~due~~beginning with the year ended March 31, 2015 (or the tax year ended March 31, 2013 if the Company were to utilize its NOLs).

NOTE 7 EQUITY

PREFERRED STOCK

(A) SERIES A PREFERRED

As of March 31, 2020, there are 4,200,000 shares of Series A preferred stock (“Series A”) designated at a par value of $0.01 per share. The Company has outstanding 4,200,000 shares of Series A Preferred stock Units. During the years ended March 31, 2020 and 2019, the Company sold 1,587,500 and 2,212,500 Units, respectively for cash and in the year ended March 31, 2019 issued 400,000 Units for the conversion of $320,000 of related party debt. The Units consist of one Series A share and one warrant per Unit and sold for $0.80 per unit in a private placement to accredited investors The Series A can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of the Series A shall be entitled to receive in preference to the ~~carry forward~~holders of ~~unutilized net operating losses.~~Common Shares a per share amount equal to two times (2 X) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference). All share issuances and obligations are recognized on the books and stock register.

(B) SERIES B PREFERRED

There are also 6,000,000 shares of Series B preferred stock (“Series B”) designated at a par value of $0.01 per share. During the year ended March 31, 2020, the Company sold 812,500 shares to accredited investors for $600,000 in a private placement that commenced in September 2019. The Series B can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of the Series B shall be entitled to receive in preference to the holders of Common Shares and Series A, a per share amount equal to two times (2 X) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference).

The Company has authorized 40,000,000 shares of common stock at a par value of $0.01 per share. As of March 31, 2020, and March 31, 2019 a total of 5,836,832 shares of the Company’s common stock were issued and outstanding, respectively.

(D) STOCK OPTIONS

In April 2018, the Company approved the introduction of the Kyto Technology and Life Science, Inc. Incentive Stock Option Plan for the benefit of employees, consultants and directors, with the objective of securing the benefit of services for stock options rather than cash salaries. In the year ended March 31, 2018, the Company granted a total of 2,697,085 options at an exercise price of $0.006 per share. During the year ended March 31, 2019, 2,697,085 options vested upon the closing of the private placement and were exercised for $16,182.

In July 2019, the majority of the shareholders of the Company approved the introduction of the Kyto Technology and Life Science 2019 Stock Option and Incentive Plan (“Plan”), and reserved 2 million shares for issuance to directors, officers, consultants and advisors. During the year ended March 31, 2020, the Company issued a total of 1,370,000 non-qualified stock options to consultants and advisors vesting over terms from one to four years.

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 7 EQUITY (CONTINUED)

	Number of options		Weighted average exercise price	Weighted average remaining life in years
Outstanding March 31, 2018	-	$	-	-
Granted	2,697,085	$	0.00	1.00
Exercised	(2,697,085)	$	0.00	1.00
Cancelled	-	$	0.00	-
Outstanding March 31, 2019	-	$	0.00	-

Exercisable March 31, 2019	-	$	-	-

In connection with the grant of stock options the Company recognises the value of the related option expense using the Black Scholes model, with appropriate assumptions for option life, stock value, risk free interest rate, volatility, and cancellations. The assumptions used for options granted in the years ended March 31, 2020 and 2019 were as follows:

		March 31, 2020	March 31, 2019
Stock Price at grant date	$	0.033	0.006
Exercise Price	$	0.033	0.006
Term in Years		2.32	1.00
Volatility assumed		71%	73%
Annual dividend rate		0.0%	0%
Risk free discount rate		2.00%	1.79%

The compensation expense calculated at time of grant is amortised over the vesting period for the options granted. During the year ended March 31, 2020 and March 31, 2019, the Company amortised $7,277 and $4,613, respectively, as option expense.

(E) WARRANTS

In conjunction with the sale of Series A Preferred stock Units, the Company issued 4,200,000 warrants to purchase common stock at a price of $1.20 per share for a period of three years. The Company values the warrantsusing the Black Scholes model, with appropriate assumptions for warrant life, stock value, risk free interest rate, and volatility.

	Number of warrants		Weighted average exercise price	Weighted average remaining life in years
Outstanding March 31, 2018	-	$	-	-
Granted	2,612,500	$	1.20	3.00
Exercised	-	$	0.00	-
Cancelled	-	$	0.00	-
Outstanding March 31, 2019	2,612,500	$	1.20	2.41

Exercisable March 31, 2019	2,612,500	$	-	2.41

At March 31, 2020, the value of the warrants was $0 as the Company did not bifurcate the value of Series A Preferred and warrants within the Units sold.

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2020

NOTE 8 FINANCIAL HIGHLIGHTS

Per share data (a)

		March 31, 2020		March 31, 2019
Net asset value	$	0.46	$	0.27
Net loss	$	0.13	$	0.04
Net realized and unrealized gain (loss) on investments	$	(0.01)	$	-
Ratios and Supplemental Data
Net assets, end of period	$	2,667,611	$	1,563,732

Common shares outstanding, end of period		5,836,832		5,836,832

Total operating expenses/net assets		29.5 %		15.3%
Net loss/net assets		29.0%		14.7%
Interest expense and bank fees		-%		-%

(a) Per Share Data is based on weighted average number of common shares outstanding for the period.

NOTE 9 SUBSEQUENT EVENTS

Since March 31, 2020, the Company has raised $325,000 from the sale of 406,250 Series B Preferred stock units through private placements.

Since March 31, 2020, the Company has invested $150,000 in three additional investment opportunities.

F-19

~~F-11~~

~~KYTO BIOPHARMA INC.~~ DELAWARE		000-50390		65-1086538
~~(Exact name of registrant as specified in its charter)~~

~~FLORIDA~~		~~65-1086538~~
(State or Other Jurisdiction ~~of Incorporation or Organization)~~		(Commission		(I.R.S. Employer ~~Identification Number)~~

~~500 Australian Avenue S. Suite 600~~ ~~West Palm Beach, Florida 33401~~		~~M5R 1P8~~
~~(Address~~ of ~~Principal Executive Offices)~~Incorporation)		~~(Zip Code)~~ File Number)		Identification No.)

Large accelerated filer	☐ [ ]	Accelerated filer	☐ [ ]
Non-accelerated filer	☐ [ ]	Smaller reporting company	☑ [X]

	Common Stock
	High	Low
Fiscal Year Ended March 31, 2017
First quarter	$5.00	$3.00
Second quarter	3.00	3.00
Third quarter	3.00	2.48
Fourth quarter	2.48	2.40


Fiscal Year Ended March 31, 2016
First quarter	$11.00	$10.00
Second quarter	10.00	9.50
Third quarter	9.50	5.00
Fourth quarter	5.00	5.00

		Page
	PART I

ITEM 1.	Business			3
ITEM 2.	Properties			4	3
ITEM 3.	Legal Proceedings			4	3
ITEM 4.	Mine Safety Disclosure			4	3

	PART II

ITEM 5.	Market for Registrants Common Equity and Related Stockholder Matters			5	4
ITEM 6	Selected Financial Data			6	5
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation			7	6
ITEM 8.	Financial Statements and Supplementary Data			8	9
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure			9
ITEM 9A.	Controls and Procedures			9
ITEM 9B	Other Information			10

	PART III

ITEM 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act			11
ITEM 11.	Executive Compensation			12
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management			13
ITEM 13.	Certain Relationships and Related Transactions			14
ITEM 14.	Principal Accountant Fees and Services			14

	PART IV

ITEM 15.	Exhibits and Financial Statement Schedules ~~Signatures~~	15
	Signatures	15	17

Common Stock		High		Low
Fiscal Year Ended March 31, 2020
First quarter		*		*
Second quarter		*		*
Third quarter		*		*
Fourth quarter	$	2.25	$	2.05

Fiscal Year Ended March 31, 2019
First quarter	$	2.05	$	2.05
Second quarter		*		*
Third quarter		*		*
Fourth quarter		*		*
* There were no trades in these periods

	March 31, 2017	March 31, 2016
Net Loss	$(93,929)	$(90,378)

Loss Per Share	$(0.03)	$(0.03)

Total assets	$-	$32

Total liabilities	$226,129	$132,232

TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNER	COMMON SHARES		PERCENTAGE OF CLASS

Common	Comindus Finance Corp. Florida, United States		1,737,832		55.4	%

Common	Georges Benarroch Toronto, Ontario, Canada		959,252		30.5%

Common	Dr. Uri Sagman Toronto, Ontario, Canada		190,503		6.7	%

	March 31,	March 31,
	2017	2016
ASSETS
Current Assets
Cash	$-	$32


Total Current Assets	-	32



Total Assets	$-	$32

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$22	$-
Accrued liabilities	10,000	12,500
Accrued liabilities - related party	148,000	84,000
Loan payable-related party	68,107	35,732
Total Current Liabilities	226,129	132,232

Commitments and Contingencies

Stockholders' Deficit
Preferred convertible stock, $1.00 par value, 2,000,000 shares
authorized, none issued and outstanding as of
March 31, 2017 and 2016, respectively	-	-
Common stock, $0.0001 par value, 100,000,000 shares
authorized, 3,139,747 issued and outstanding as of
March 31, 2017 and 2016,	314	314
Additional paid-in capital	32,063,476	32,063,476
Accumulated deficit	(32,289,919)	(32,195,990)

Total Stockholders' Deficit	(226,129)	(132,200)

Total Liabilities and Stockholders' Deficit	$-	$32

	For the Years Ended
	March 31
	2017	2016
Operating Expenses
General and administrative	$93,929	$90,378

Total Operating Expenses	93,929	90,378

Loss from Operations	93,929	90,378


Net Loss before taxes	(93,929)	(90,378)

Net Income (Tax) Benefit	-	-

Net Loss	$(93,929)	$(90,378)




Weighted average number of shares outstanding
basic and diluted	3,139,747	3,139,747


Net loss per share - basic and diluted	$(0.03)	$(0.03)

	Preferred Stock		Common Stock		Additional
	$1.00 par value		$0.0001 par value		Paid - in	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit	Total

Balance, March 31, 2015	-	$-	3,139,747	$314	$32,063,476	$(32,105,612)	$(41,822)
Net Loss	-	-	-	-	-	(90,378)	(90,378)
Balance, March 31, 2016	-	$-	3,139,747	$314	$32,063,476	$(32,195,990)	$(132,200)
Net Loss	-	-	-	-	-	(93,929)	(93,929)
Balance, March 31, 2017	-	$-	3,139,747	$314	$32,063,476	$(32,289,919)	$(226,129)

	Fo the Years Ended March 31,
	2017	2016
Cash Flows from Operating Activities:
Net loss	$(93,929)	$(90,378)
Adjustment to reconcile net loss to net cash used in
operating activities:

Changes in operating liabilities:
Accrued liabilities related party	64,000	24,000
Accrued liabilities	(2,500)	40,000
Accounts payable and accrued expenses	22	(432)
Net Cash Used in Operating Activities	(32,407)	(26,810)

Cash Flows from Investing Activities:

Net Cash Used in Investing Activities	-	-

Cash Flows from Financing Activities:
Loan proceeds from related parties, net	32,375	26,839

Net Cash Provided by Financing Activities	32,375	26,839


Net decrease in Cash and Cash Equivalents	(32)	29

Cash and Cash Equivalents at Beginning of Period	32	3

Cash and Cash Equivalents at End of Period	$-	$32


Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest	$-	$-
Income Taxes	$-	$-

	2017	2016
Net loss available to common stockholders.	$(93,929)	$(90,378)
Weighted average common shares outstanding	3,139,747	3,139,747
Basic and diluted net loss per share	$(0.03)	$(0.03)

	2017	2016

Computed "expected" tax benefit	$(31,935)	$(30,728)
Change in deferred tax asset valuation allowance	31,935	30,728
	$-	$-
The above benefit was calculated using a combined federal and state tax estimated rate as noted below
Statutory federal income tax rate	34.00%	34.00%
State income taxes	1%	1%
Foreign income tax rate difference	(1)%	(1)%
Valuation allowance	(34.00)%	(34.00%
Effective tax rate	(0.0)%	(0.0)%