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 JuneSeptember 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 Jurisdiction
 (Commission (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    ¨þ 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.
 
31,396,8023,139,680 Common Shares - $0.0001 Par Value - as of August 12,November 13, 2015
 
 
 
 
 
 

KYTO BIOPHARMA, INC.
For the quarterly period ended December 31, 2014September 30, 2015

INDEX
 
 PART I. FINANCIAL INFORMATION   
     
Item 1.Condensed Financial Statements     
      
 Condensed Balance Sheets as of  JuneSeptember 30, 2015 (Unaudited) and March 31, 2015  3 
      
 Unaudited Condensed Statements of Operations for the Three and Six  Months Ended  JuneSeptember  30, 2015 and 2014 unaudited  4 
      
 Unaudited Condensed Statement of Stockholders’ Deficit for the ThreeSix Months Ended  JuneSeptember  30, 2015 unaudited  5 
      
 Unaudited Condensed  Statements of Cash Flows for the  ThreeSix Months Ended JuneSeptember 30, 2015 and 2014 unaudited  6 
      
 Notes to Unaudited  Condensed Financial Statements    7 
      
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.      910 
      
Item 3.Quantitative and Qualitative Disclosures About Market Risk.  910 
      
Item 4. Controls and Procedures.  1011 
      
 PART II. OTHER INFORMATION    
      
Item 1.   Legal Proceedings.   1112 
      
Item 1A.Risk Factors.   1112 
      
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.  1112 
      
Item 3. Defaults Upon Senior Securities.  1112 
      
Item 4.Mine Safety Disclosures  11212 
      
Item 5.Other Information  1112 
      
Item 6.Exhibits  1213 
 Signatures  13-1614-17 

 
 
 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.Condensed FINANCIAL STATEMENTS
 
Kyto Biopharma, Inc.
Condensed Balance Sheets
 
  September 30,  March 31, 
  2015  2015 
  ( Unaudited )    
ASSETS      
Current Assets      
Cash $15  $2 
         
Total Current Assets  15   2 
         
         
         
Total Assets $15  $2 
         
LIABILITIES AND  STOCKHOLDERS'  DEFICIT        
         
Current Liabilities        
Accounts payable $150  $431 
Accrued liabilities  17,000   12,500 
Accrued liabilities - related party  40,000   20,000 
Loan payable-related party  23,868   8,893 
Total Current Liabilities  81,018   41,824 
         
Commitments and Contingencies        
         
 Stockholders'  Deficit        
Preferred convertible stock $1.00 par value 2,000,000        
authorized, NIL issued and outstanding as of        
 September  30, 2015 and March 31, 2015, respectively  -   - 
Common stock, $0.0001 par value, 100,000,000 shares        
authorized, 3,139,680 issued and outstanding as of        
 September  30, 2015 and March 31, 2015, respectively  314   314 
Additional paid-in capital  32,063,476   32,063,476 
 Accumulated deficit  (32,144,793)  (32,105,612)
         
Total  Stockholders'  Deficit  (81,003)  (41,822)
         
Total Liabilities and  Stockholders'  Deficit $15  $2 
  
June 30,
  March 31, 
  2015  2015 
  ( Unaudited )    
ASSETS      
Current Assets      
Cash $734  $2 
         
Total Current Assets  734   2 
         
         
         
Total Assets $734  $2 
         
LIABILITIES AND  STOCKHOLDERS'  DEFICIT        
         
Current Liabilities        
Accounts payable $595  $431 
Accrued liabilities  11,000   12,500 
Accrued liabilities - related party  30,000   20,000 
Loan payable-related party  20,703   8,893 
Total Current Liabilities  62,298   41,824 
         
Commitments and Contingencies        
         
 Stockholders'  Deficit        
Common 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   32,060,650 
 Accumulated deficit  (32,125,354)  (32,105,612)
         
Total  Stockholders'  Deficit  (61,564)  (41,822)
         
Total Liabilities and  Stockholders'  Deficit $734  $2 
 
The accompanying notes are an integral part of these unaudited condensed financial statements.

 
3
 
 
Kyto Biopharma, Inc.
Unaudited Condensed Statements of Operations

  For the Three Months Ended  For the Six Months Ended 
  September 30  September 30 
  2015  2014  2015  2014 
             
             
Operating Expenses            
General and administrative $19,439  $538,067  $39,181  $552,024 
                 
Total Operating Expenses  19,439   538,067   39,181   552,024 
                 
Loss from Operations  19,439   538,067   39,181   552,024 
                 
Other Expense                
Interest expense  -   (1,363)  -   (3,365)
Loss on issuance of common stock  -   (13,308,739)  -   (13,308,739)
Total Other Expense net  -   (13,310,102)  -   (13,312,104)
                 
                 
Net Loss before taxes  (19,439)  (13,848,169)  (39,181)  (13,864,128)
                 
Net Income (Tax) Benefit  -   -   -   - 
                 
Net Loss $(19,439) $(13,848,169) $(39,181) $(13,864,128)
                 
Preferred Stock Dividends  -   (4,461)  -   (10,999)
                 
                 
Net Loss Attributed to  common shareholders $(19,439) $(13,852,630) $(39,181) $(13,875,127)
                 
                 
                 
Weighted average number of shares outstanding             
 basic and diluted  3,139,680   1,699,812   3,139,680   1,500,923 
                 
                 
Net loss per share - basic and diluted $(0.01) $(8.15) $(0.01) $(9.24)
                 
Net loss per share  attributable to Common Shares holders- basic and diluted $(0.01) $(8.15) $(0.01) $(9.24)

  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)
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 ThreeSix Months JuneEnded September 30, 2015
(Unaudited)
 
 
Preferred Stock
  Common Stock  Additional     Preferred Stock Common Stock Additional   
 $1.00 par value  $0.0001 par value  Paid - in  
Accumulated
     $1.00 par value $0.0001 par value Paid - in 
Accumulated
    
 
Shares
  
Amount
  
Shares
  
Amount
  Capital  
Deficit
  Total  Shares Amount Shares Amount Capital Deficit  Total 
                                          
Balance, March 31, 2015  -   -   31,396,802   3,140  $32,060,650  $(32,105,611) $(41,822)  -   -   3,139,680  $314  $32,063,476  $(32,105,612) $(41,822)
Net Loss  -   -   -   -   -   (19,742)  (19,742)  -   -   -   -   -   (39,181)  (39,181)
Balance, June 30, 2015  -  $-   31,396,802  $3,140  $32,060,650  $(32,125,353) $(61,564)
Balance, September 30, 2015  -  $-   3,139,680  $314  $32,063,476  $(32,144,793) $(81,003)
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
5
 
 
Kyto Biopharma, Inc.
Unaudited Condensed Statements of Cash Flows
 
 For the Three Months Ended June 
 2015  2014   For the Six Months Ended September 30 
        2015  2014 
Cash Flows from Operating Activities:      Cash Flows from Operating Activities:      
Net loss $(19,742) $(22,501)Net loss $(39,181) $(13,875,129)
Adjustment to reconcile net loss to net cash provided by (used in)     
Adjustments to reconcile net loss to net cash used inAdjustments to reconcile net loss to net cash used in     
operating activities:
         operating activities:        
Loss on issuance of stockLoss on issuance of stock  -   13,308,739 
Stock issued for directors feesStock issued for directors fees  -   225,000 
Stock issued for consulting feesStock issued for consulting fees  -   300,000 
Changes in operating assets and liabilities:        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 
Accrued liabilities related party Accrued liabilities related party  20,000   20,000 
Accrued liabilities Accrued liabilities  4,500   (8,254)
Accrued interest related party Accrued interest related party  -   3,366 
Preferred dividends payable Preferred dividends payable  -   10,999 
Accounts payable and accrued expenses
  164   1,361  Accounts payable and accrued expenses  (281)  971 
Net Cash Used in Operating Activities  (11,078)  (11,929)Net Cash Used in Operating Activities  (14,962)  (14,308)
                 
Cash Flows from Investing Activities:        Cash Flows from Investing Activities:        
                 
Net Cash Used in Investing Activities  -   - Net Cash Used in Investing Activities  -   - 
                 
Cash Flows from Financing Activities:        Cash Flows from Financing Activities:        
Loan proceeds from related parties, net  11,810   12,100 Loan proceeds from related parties, net  14,975   14,345 
                 
Net Cash Provided by Financing Activities  11,810   12,100 Net Cash Provided by Financing Activities  14,975   14,345 
                 
                 
                 
Net increase in Cash and Cash Equivalents  732   171 Net increase in Cash and Cash Equivalents  13   37 
                 
Cash and Cash Equivalents at Beginning of Period  2   3 Cash and Cash Equivalents at Beginning of Period  2   3 
                 
Cash and Cash Equivalents at End of Period $734  $174 Cash and Cash Equivalents at End of Period $15  $40 
                 
                 
Supplemental Disclosure of Cash Flow Information:        Supplemental Disclosure of Cash Flow Information:        
Cash paid for:        Cash paid for:        
Interest $-  $- Interest $-  $- 
Taxes $-  $- 
Income TaxesIncome Taxes $-  $- 
         
Non- Cash Investing and Financing ActivitiesNon- Cash Investing and Financing Activities        
Common Stock issued in connection with old debtCommon Stock issued in connection with old debt      411,292 
Common Stock issued in connection with conversion of preferred stockCommon Stock issued in connection with conversion of preferred stock $-  $473,624 
Total non-cash changeTotal non-cash change $-  $884,916 
 
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, 2014September 30, 2015
 
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.

 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 2015 and 2014 include depreciable lives on equipment, valuation of intangible assets, the valuation allowance of deferred tax assets, and the valuation of non-cash stock based transactions.
 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, 2015 and 2014, respectively. 
CONCENTRATIONS
The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of March 31, 2015, 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, 2015 and 2014, 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.
STOCK-BASED COMPENSATION
Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees be accounted for at “fair value.” This fair value is measured at grant 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.
7
7
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, 2015 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 JuneSeptember 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 $61,564,$81,003, a deficit accumulated of $32,125,354$32,144,793 and a stockholders' deficit of $ 61,564$81,003 as of JuneSeptember 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.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.

 
78
 
 
KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

JuneSeptember 30, 2015

NOTE 5 –RELATED PARTY TRANSACTIONS

During the quarter ended JuneSeptember 30, 2015 and 2014, the companyCompany received a loan from a related party in the amount of $11,810.$3,165 and $3,965 respectively. At JuneSeptember 30, 2015, and March 31, 2015 the Company owed $20,703$23,868 and $8,893 respectively, to related parties of the Company. The loans are non-interest bearing, unsecured and due on demand. The loans are included in loans payable, related party on the accompanying balance sheet.
 
The Company leases office space and administrative services from a related party principal stockholder. As of September 30, 2015 and March 31, 2015, the remaining balance in the accrued liabilities-related party account for the above services was $40,000 and $20,000, respectively.
NOTE 6- EQUITY
 
COMMONA) 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 $4.50 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 11, 2014, the convertible stocks were converted to common stock at a price of $0.50 per share.
As of JuneSeptember 30, 2015 31,396,802and March 31, 2015, there are no preferred shares of the Company common sharesstock were issued and outstanding.

B) COMMON STOCK

On September 24, 2015 a submission on Florida Section 607.0704 of the Florida Business Corporation Act was sent to the Company. Pursuant to this Section it is possible for shareholders owning a majority of the outstanding stock of the Company to take an action without the requirement of a meeting.
The action taken by the majority shareholders was taken for the purpose of increasing the share price which could generate interest in the Company by investors and provide business opportunities. The action then adopted a reverse stock split in the amount of a one (1) for ten (10) of our issued and outstanding shares of common stock. By way of explanation, a reverse stock split is a process whereby a company decreases the number of company shares that are available and increases the price per share by combining the current shares into fewer shares. The reverse split does not change the number of authorized shares of common stock. Each stockholder will hold the same percentage of our outstanding common stock immediately following the reverse stock split as she or he did immediately prior to the reverse stock split, except for adjustments required to the treatment of fractional shares.
It should be pointed out that the Company sees no dissenters’ rights with respect to the reverse stock split, and we do not intend to independently provide shareholders with such rights.
As a result of the reverse stock split, every 10 shares of the Company's issued and outstanding common stock automatically combined into one issued and outstanding share of common stock. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented.
As of September 30, 2015 and March 31, 2015, 3,139,680 shares of the Company common stock were issued and outstanding.

NOTE 7- SUBSEQUENT EVENT.

On November ­­­­4, 2015, the Company completed a one (1) for ten (10) reverse stock split.
 
 
89
 

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, 2015 on our March 31, 2015  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 JuneSeptember 30, 2015 the Company’s net loss attributable to common shareholders decreased by $2,759$13,833,192 to $19,742$19,439 compared to a net loss of $22,501$13,852,630 for the three months ended JuneSeptember 30, 2014. The comprehensiveNet loss for the three months ended JuneSeptember 30, 2015 decreased by $2,759$13,828,730 to $19,742compared$19,439 compared to a net loss of $22,501$13,848,169 for the Threethree months ended JuneSeptember 30, 2014

For the six months ended September 30, 2015 the Company’s net loss attributable to common shareholders decreased by $13,835,946 to $39,181 compared to a net loss of $13,875,127 for the six months ended September 30, 2014. The Net loss for the six months ended September 30, 2015, decreased by $13,824,947 to $39,181 compared to a net loss of $13,864,128 for the six months ended September 30, 2014. 
 
Liquidity and Capital Resources
 
The Company had working capital deficits of $61,564$81,003 as of JuneSeptember 30, 2015 and $41,822 as of March 31, 2015. Cash was $734$15 as of JuneSeptember 30, 2015 and $2 as of March 31, 2015.
 
Cash from operating activities
 
The Company’s net cash used in operations decreasedincreased by $851$654 to $11,078$14,962 for the threesix months ended JuneSeptember 30, 2015 compared to net cash used in operations of $11,929$14,308 for the threesix months ended JuneSeptember 30, 2014.
 
Cash from financing activities
 
The Company’s net cash flows from financing activities decreasedincreased by $290$630 to $11,810$14,975 for the threesix months ended JuneSeptember 30, 2015 compared to cash flows from financing activities of $12,100$14,345 for the threesix months ended JuneSeptember 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
 
Not required for smaller reporting company.
 
 
910
 

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 JuneSeptember 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 JuneSeptember 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 JuneSeptember 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.
 
 
1011
 
 
PART II. OTHER INFORMATION
 
ITEM 1.LEGAL PROCEEDINGS
 
None
 
ITEM 1A.
RISK FACTORS.
 
Not required for smaller reporting company.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
None
 
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
 
None
 
ITEM 4.MINE SAFETY DISCLOSURES
 
None
 
ITEM 5.OTHER INFORMATION
 
None
 
ITEM 6.EXHIBITS
 
Index to Exhibits on page 13
 
 
1112
 

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.
  
   
 By:  /s/ Georges Benarroch
  
Georges Benarroch
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
  
 
Date:  August 14,November 16, 2015
 
 
 
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