UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10-Q
———————
 
þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2014June 30, 2015
 
or
 
¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from: _____________ to _____________

KYTO BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 000-50390 65-1086538
(State or Other Jurisdictionof Incorporation)
 
(CommissionFile Number)
 
(I.R.S. Employer
of Incorporation)File Number)Identification No.)


500 Australian Avenue South, Suite 600 West Palm Beach, FL 33401
 (Address of Principal Executive Office) (Zip Code)
 
(416) 960-8790
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
———————
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ  Yes    ¨  No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files).   o Yes    ¨  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filero Accelerated filero
Non-accelerated filero Smaller reporting companyþ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    þ  No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
31,396,802 Common Shares - $0.0001 Par Value - as of FebruaryAugust 12, 2015
 
 
 
 
 
KYTO BIOPHARMA, INC.
For the quarterly period ended December 31, 2014

INDEX
 
PART I. FINANCIAL INFORMATION
    
Item 1.Financial Statements  3
    
 Condensed Balance Sheets as of  December 31, 2014June 30, 2015 (Unaudited) and March 31, 20142015 3
    
 Unaudited Condensed Statements of Operations for the Three and  Nine  Months Ended  December 31,June 30, 2015 and 2014 and 2013 4
    
 Unaudited Condensed Statement of Stockholders’ Deficit for the NineThree Months Ended  December 31, 2014June 30, 2015 5
    
 Unaudited Condensed  Statements of Cash Flows for the NineThree Months Ended December 31,June 30, 2015 and 2014 and 2013 6
    
 Notes to Unaudited  Condensed Financial Statements   7
    
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.     9
    
Item 3.Quantitative and Qualitative Disclosures About Market Risk. 9
    
Item 4. Controls and Procedures. 10
    
PART II. OTHER INFORMATION
    
Item 1.   Legal Proceedings.  11
    
Item 1A.Risk Factors.  11
    
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 11
    
Item 3. Defaults Upon Senior Securities. 11
    
Item 4.Mine Safety Disclosures 11112
    
Item 5.Other Information 11
    
Item 6.Exhibits 1112
 Signatures  
Signatures13-16 13

 
2
 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS
ITEM 1.   FINANCIAL STATEMENTS

Kyto Biopharma, Inc.
Condensed Balance Sheets
 
 December 31,  March 31,  
June 30,
  March 31, 
 2014  2014  2015  2015 
 (Unaudited)     ( Unaudited )    
ASSETS
            
Current Assets            
Cash $100  $3  $734  $2 
                
Total Current Assets  100   3   734   2 
                
        
        
Total Assets $100  $3  $734  $2 
                
LIABILITIES AND STOCKHOLDERS' DEFICIT               
                
Current Liabilities                
Accounts payable $576  $-  $595  $431 
Accrued liabilities  5,000   19,329   11,000   12,500 
Accrued liabilities - related party  10,000   96,000   30,000   20,000 
Accrued interest payable - related party  -   88,434 
Dividends Payable - preferred convertible stock  -   49,407 
Loan payable-related party  8,259   19,400   20,703   8,893 
Note payable-related party  -   100,000 
Total Current Liabilities  23,835   372,570   62,298   41,824 
                
Commitments and Contingencies                
                
Stockholders' Deficit                
        
Preferred convertible stock, $1.00 par value, 2,000,000 shares authorized, none and 473,624 issued and outstanding as of December 31, 2014 and March 31, 2014, respectively  -   473,624 
Common stock, $0.0001 par value, 100,000,000 shares authorized, 31,396,802 and 12,998,482 issued and outstanding as of December 31, 2014 and March 31, 2014 , respectively  3,140   1,300 
Common stock, $0.0001 par value, 100,000,000 sharesCommon stock, $0.0001 par value, 100,000,000 shares     
authorized, 31,396,802 issued and outstanding as of        
June 30, 2015 and March 31, 2015 respectively  3,140   3,140 
Additional paid-in capital  32,060,650   17,343,834   32,060,650   32,060,650 
Accumulated deficit  (32,087,525)  (18,191,325)  (32,125,354)  (32,105,612)
                
Total Stockholders' Deficit  (23,735)  (372,567)  (61,564)  (41,822)
                
Total Liabilities and Stockholders' Deficit $100  $3  $734  $2 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
3
 
 
Kyto Biopharma, Inc.
Unaudited Condensed Statements of Operations

(Unaudited)
  For the Three Months Ended 
  June 30 
  2015  2014 
       
Operating Expenses      
General and administrative $19,742  $13,961 
         
Total Operating Expenses  19,742   13,961 
         
Loss from Operation  19,742   13,961 
         
Other Income (Expenses)        
Interest expense  -   (2,002)
         
Total Other Income (Expense), net  -   (2,002)
         
         
Net Loss before taxes  (19,742)  (15,963)
         
Net Income (Tax) Benefit  -   - 
         
Net Loss  (19,742)  (15,963)
         
Preferred Stock Dividends  -   (6,538)
         
         
Net Loss Attributed to  common shareholders  (19,742)  (22,501)
         
         
         
Weighted average number of shares outstanding        
 basic and diluted  31,396,802   12,998,482 
         
         
Net loss per share - basic and diluted $(0.00) $(0.00)
         
Net loss per share  attributable to Common Shares holders- basic and diluted $(0.00) $(0.00)
 
  For the Three Months  For the Nine Months 
  December 31  December 31 
  2014  2013  2014  2013 
Operating Expenses            
General and administrative $21,071  $18,188  $83,096  $62,921 
                 
Total Operating Expenses  21,071   18,188   83,096   62,921 
                 
Loss from Operation  21,071   18,188   83,096   62,921 
                 
Other Income (Expenses)                
Interest expense  -   (1,940)  (3,365)  (5,799)
Loss on issuance of common stock  -   -   (13,798,739)  - 
Total Other Income (Expense), net  -   (1,940)  (13,802,105)  (5,799)
                 
Net Loss before taxes  (21,071)  (20,128)  (13,885,201)  (68,720)
                 
Net Income (Tax) Benefit  -   -   -   - 
                 
Net Loss  (21,071)  (20,128)  (13,885,201)  (68,720)
                 
Preferred Stock Dividends  -   (6,377)  (10,999)  (18,897)
                 
Net Loss Attributed to  common shareholders  (21,071)  (26,505)  (13,896,200)  (87,617)
                 
Comprehensive Income                
Foreign currency translation gain  -   -   -   - 
   -   -   -   - 
Comprehensive Loss  (21,071)  (26,505)  (13,896,200)  (87,617)
                 
Weighted average number of shares outstanding basic and diluted
  31,396,802   12,998,482   19,688,780   12,998,482 
                 
Net loss per share - basic and diluted $(0.00) $(0.00) $(0.71) $(0.01)
                 
Net loss per share  attributable to Common Shares holders- basic and diluted $(0.00) $(0.00) $(0.71) $(0.01)
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
4
 
 
Kyto Biopharma, Inc.
Condensed Statement of Stockholders' Deficit
For the The NineThree Months Endeded December 31, 2014June 30, 2015
(Unaudited)
 
                      
                      
  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, 2014  473,624  $473,624   12,998,482  $1,300  $17,343,834  $(18,191,325) $(372,567)
Preferred stock Dividends  -   -   -   -   -   (10,999)  (10,999)
Stock issued for directors fees  -   -   300,000   30   239,970   -   240,000 
Stock issued for  Consulting fees  -   -   400,000   40   319,960   -   320,000 
Stock issued for  accrued dividends  -   -   1,208,122   121   966,377   -   966,498 
Stock issued to settle loans related party  -   -   664,400   66   531,454   -   531,520 
Stock issued to settle loan payables  -   -   3,835,992   384   3,068,410   -   3,068,794 
Stock issued to settle accounts and accrued payables  -   -   2,517,326   252   2,013,608   -   2,013,860 
Conversion of convertible Preferred shares  (473,624)  (473,624)  9,472,480   947   7,577,037   -   7,104,360 
Net Loss  -   -   -   -   -   (13,885,201)  (13,885,201)
Balance, December 31, 2014  -  $-   31,396,802  $3,140  $32,060,650  $(32,087,525) $(23,736)
  
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  -   -   31,396,802   3,140  $32,060,650  $(32,105,611) $(41,822)
Net Loss  -   -   -   -   -   (19,742)  (19,742)
Balance, June 30, 2015  -  $-   31,396,802  $3,140  $32,060,650  $(32,125,353) $(61,564)
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
5
 
 
Kyto Biopharma, Inc.
Unaudited Condensed Statements of Cash Flows
(Unaudited)
 
  For the Nine Months Ended December 31, 
  2014  2013 
Cash Flows from Operating Activities:      
Net loss $(13,896,200) $(87,616)
Adjustment to reconcile net loss to net cash used in operating activities:
        
Loss on issuance of stock  13,798,739     
Stock issued for directors fees  15,000   - 
Stock issued for  Consulting fees  20,000   - 
Operating expenses incuured by related party on behalf of the company  -   3,658 
Changes in operating liabilities:        
Accrued liabilities related party  30,000   46,000 
Accrued liabilities  (14,329)  6,799 
Accrued interest related party  3,366   5,799 
Preferred dividends payable  10,999   18,897 
Accounts payable and accrued expenses  577   (808)
Net Cash Used in Operating Activities  (31,848)  (7,271)
         
Cash Flows from Investing Activities:        
         
Net Cash Used in Investing Activities  -   - 
         
Cash Flows from Financing Activities:        
Loan proceeds from related parties, net  31,945   7,200 
         
Net Cash Provided by Financing Activities  31,945   7,200 
         
Effect of currency rate change on cash  -   - 
         
Net  decrease in Cash and Cash Equivalents  97   (71)
         
Cash and Cash Equivalents at Beginning of Period  3   117 
         
Cash and Cash Equivalents at End of Period $100  $46 
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid for:        
Interest $-  $- 
Income taxes $-  $- 
         
Non-Cash Investing & Financing Activities:        
Common Stock issued in connection with old debt  411,292   - 
Common stock issued in connection with conversion of preferred stock  473,624   - 
Total non-cash change  884,916   - 
  For the Three Months Ended June 
  2015  2014 
       
Cash Flows from Operating Activities:      
Net loss $(19,742) $(22,501)
Adjustment to reconcile net loss to net cash provided by (used in)     
operating activities:
        
Changes in operating assets and liabilities:        
Accrued Liabilities Related Party
  10,000   10,000 
Accrued Liabilities
  (1,500)  (9,329)
Accrued Interest Related Party
  -   2,002 
Preferred Dividends Payable
  -   6,538 
Accounts payable and accrued expenses
  164   1,361 
Net Cash Used in Operating Activities  (11,078)  (11,929)
         
Cash Flows from Investing Activities:        
         
Net Cash Used in Investing Activities  -   - 
         
Cash Flows from Financing Activities:        
Loan proceeds from related parties, net  11,810   12,100 
         
Net Cash Provided by Financing Activities  11,810   12,100 
         
         
         
Net  increase in Cash and Cash Equivalents  732   171 
         
Cash and Cash Equivalents at Beginning of Period  2   3 
         
Cash and Cash Equivalents at End of Period $734  $174 
         
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid for:        
Interest $-  $- 
Taxes $-  $- 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
6
 

KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
December 31, 2014
 
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
Kyto Biopharma, Inc. was formed as a Florida corporation on March 5, 1999. On August 14, 2002, the Company changed its name from B Twelve, Inc. to Kyto Biopharma, Inc.
 
The Company is a biopharmaceutical company, formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other proliferate and autoimmune diseases. The Company is currently not in the development stage and was in “development stage” till June 30, 2011

Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts.
 
NOTE 2 – INTERIM REVIEW REPORTING

The accompanying unaudited condensed financial statements of Kyto Biopharma, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 20142015 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim unaudited condensed financial statements and the results of its operations for the interim period ended December 31, 2014,June 30, 2015, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.
 
NOTE 3 – GOING CONCERN
 
As reflected in the accompanying unaudited condensed financial statements, the Company has a working capital deficiency of $23,735,$61,564, a deficit accumulated of $32,087,525$32,125,354 a stockholders' deficit of $ 23,73561,564 as of December 31, 2014.June 30, 2015. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
The Company has yet to generate an internal cash flow, and until the sales of its product begins, the Company is highly dependent upon debt 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 of the product is completed and finally gains Federal Drug and Administration clearance, that the Company will achieve a profitable level of operations.
   
NOTE 4 - ACCOUNTING STANDARDS UPDATES
 
Significant Recent Accounting Pronouncements
 
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 unaudited condensed financial statements.

 
 
7
 

KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2014June 30, 2015

NOTE 5 –RELATED PARTY TRANSACTIONS

During the yearquarter ended March 31, 2001,June 30, 2015, the company received a loan from a related party in the amount of $11,810. At June 30, the Company entered into an agreement with a vendor, who is also a principal stockholder, for services totalling $200,000. On November 11, 2002, the Company and vendor mutually agreed that in lieuowed $20,703 to related parties of the $200,000 payment,Company. The loans are non-interest bearing, unsecured and due on demand. The loans are included in loans payable, related party on the vendor would accept 100,000 shares of the Company's common stock valued at $1.00 totalling $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 September 30, 2014).On September 10, 2014 Comindus Finance Corp, assumed the promissory note and were converted to common stock at a price of $0.05 per share.accompanying balance sheet.
 
NOTE 6- EQUITY

A) CONVERTIBLE PREFERRED STOCK
On May 24, 2007 the Company entered into an agreement with Comindus Finance Corp a related party, to issue up to 500,000 Convertible Preferred Stock at $1.00 per share. This agreement is on an installment basis. During the year ended March 31, 2008, the Company issued 473,624 shares of Convertible Preferred Stock to Comindus Finance Corp. for a total of $473,624 to satisfy a related party loan payable. Convertible Preferred Stock may be converted into Common Shares at a price of $0.45 per Common Share. The Convertible Preferred Stock bears dividends at a rate of 5% per annum. Preferred Convertible Stock has the same voting rights as Common Stock. On September 12, 2014 the company changed conversion rate from $0.45 per Common Share to $0.05 per Common Share.  On September 12, 2014, the convertible stocks were converted to common stock at a price of $0.05 per share.

B) COMMON STOCK
As of December 31, 2014,June 30, 2015, 31,396,802 common shares were outstanding.

On September 10, 2014, the Company issued 8,225,840 shares valued at $0.80 per share based on the quoted trade price in payment of current liabilities totaling $411, 292 to Comindus finance Corp controlled by a director of the company and to a director. The Company recorded a loss on debt conversion of $6,169,380.
On August 11, 2014, the Company issued 300,000 shares valued at $0.80 per share based on the quoted trade price in payment of directors fees totaling $15,000to directors of the company. The Company recorded a loss on debt conversion of $225,000.
On August 11, the Company issued 400,000 shares valued at $0.80 per share based on the quoted trade price in payment of consulting fees totaling $20,000.00 to a director of the company. The Company recorded a loss on debt conversion of $300,000.
On September 12, 2014, the Company issued converted 473,624 convertible preferred shares to 9,472,840 common per share based on the quoted trade price totaling $473, 624, The company recorded a loss on conversion of $7,104,360
 
 
8
 

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
 
PLAN OF OPERATION
 
The report of our Independent Registered Public Accounting firm dated June 30, 20142015 on our March 31, 20142015  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, significant accumulated deficit and working capital deficit. Our ability to continue as a going concern will be determined by our ability to obtain additional financing and maintain operations. Currently we do not have sufficient financial resources to fund our operations. Therefore, we need additional funds to continue these operations. The Company operates in a rapidly changing environment 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 be emphasized that, should the Company not be successful 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 as a going concern.
 
Results of Operations
 
For the three months ended December 31, 2014June 30, 2015 the Company’s net loss attributable to common shareholders decreased by $5,434$2,759 to $21,071$19,742 compared to a net loss of $26,505$22,501 for the three months ended December 31, 2013.June 30, 2014. The comprehensive loss for the three months ended December 31, 2014June 30, 2015 decreased by $5,434$2,759 to $21,071compared$19,742compared to a net loss of $26,505$22,501 for the Three months ended December 31, 2013.
For the nine months ended December 31, 2014 the Company’s net loss attributable to common shareholders increased by $13,808,583 to $13,896,200 compared to a net loss of $87,617 for the Nine months ended December 31, 2013. The comprehensive loss for the Nine months ended December 31, 2014, increased by $13,808,583 to $13,896,200 compared to a net loss of $87,617 for the Nine months ended December 31, 2013.June 30, 2014. 
 
Liquidity and Capital Resources
 
The Company had working capital deficits of $23,735$61,564 as of December 31, 2014June 30, 2015 and $372,567$41,822 as of March 31, 2014.2015. Cash was $100$734 as of December 31, 2014June 30, 2015 and $3$2 as of March 31, 2014.2015.
 
Cash from operating activities
 
The Company’s net cash used in operations increaseddecreased by $24,577$851 to $31,848$11,078 for the ninethree months ended December 31, 2014June 30, 2015 compared to net cash used in operations of $7,271$11,929 for the ninethree months ended December 31, 2013.June 30, 2014.
 
Cash from financing activities
 
The Company’s net cash flows from financing activities increaseddecreased by $24,745$290 to $31,945 as of December 31, 2014$11,810 for the three months ended June 30, 2015 compared to cash flows from financing activities of $7,200$12,100 for the ninethree months ended December 31, 2013.June 30, 2014.
 
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 R&D activities related to the development and application of its antibody technologies. As of the date of filing of this Form 10-Q with the U.S. Securities and Exchange Commission, the Company did receive a commitment of one of its stockholders to continue to provide operating loan funds to the Company.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company.
 
 
9
 

ITEM 4.   CONTROLS AND PROCEDURES
ITEM 4.
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 quarter ended December 31, 2014June 30, 2015 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 December 31, 2014.June 30, 2015.
 
Limitations on Effectiveness of Controls and Procedures
 
Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial 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.
 
Internal Controls over Financial Reporting
 
During the quarter ended December 31, 2014,June 30, 2015, there have been no 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.
 
 
10
 

PART II. OTHER INFORMATION
 
ITEM 1.   LEGAL PROCEEDINGS
ITEM 1.LEGAL PROCEEDINGS
 
None
 
ITEM 1A.RISK FACTORS.
RISK FACTORS.
 
Not required for smaller reporting company.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.None
 
None
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
ITEM 3.   DEFAULTS UPON SENIOR SECURITIESNone
 
None
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.   MINE SAFETY DISCLOSURESNone
 
None
ITEM 5.OTHER INFORMATION
ITEM 5.   OTHER INFORMATIONNone
 
None
ITEM 6.   EXHIBITS
ITEM 6.EXHIBITS
 
Index to Exhibits on page 13
 
 
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INDEX TO EXHIBITS
 
EXHIBIT NUMBER DESCRIPTION
3(i)(a) Articles of Incorporation of Kyto Biopharma, Inc.*
   
3(i)(b) Articles of Amendment changing name to Kyto Biopharma, Inc.*
   
3(ii) Bylaws of Kyto Biopharma, Inc.*
   
10.1 Research collaboration agreement between The Research Foundation of State University of New York and B. Twelve Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]**
   
10.2 Collaborative Research Agreement to synthesize new vitamin B12 analogs signed between the Company and New York University [dated November 11, 1999]**
   
10.3 Extension/Modification Research Collaboration Agreement between the Research Foundation of State University of New York and B Twelve, Inc., (Kyto Biopharma, Inc.) Modification No. 1 [dated November 01, 2000]**
   
10.4 Debt Settlement Agreement and Put Option (dated November 2002) between Kyto Biopharma, Inc. and New York University.**
   
10.5 Extension/Modification Research Collaboration Agreement between the Research Foundation of State University of New York and Kyto Biopharma, Inc., Modification No. 2 [dated December 2004]. **
   
10.6 Services Agreement between Kyto Biopharma, Inc. and Gerard Serfati [dated November 1, 2004]***
   
31.1
 Section 302 Certification of principal executive officer.**
   
31.2
 Section 302 Certification of 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 **
———————
*Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the Securities and Exchange Commission
**Filed as Exhibit with this Form 10-Q.

***Previously filed with Form S-8 on November 18, 2004.
 
 
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SIGNATURES
 
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

         
Kyto Biopharma, Inc.
 
   
 
Date:  February 17, 2015
By:/s/ Georges Benarroch
  
Georges Benarroch
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
  

Date:  August 14, 2015
 
 
 
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