UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————
☑

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedDecember 31, 2017

June 30, 2019

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,TECHNOLOGY AND LIFE SCIENCE, 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.)

134 Duke Drive, Lake Worth FL 33460

13050 Paloma Road, Los Altos Hills, CA 94022

(Address of Principal Executive Office) (Zip Code)

(408) 313 5830

(416) 960-8770

(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. ☑  Yes   ☐[X ]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). ☐[   ] Yes ☑[X] 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 filer

☐ 

[   ]

 Accelerated filer

☐ 

[   ]

Non-accelerated filer

☐ 

[   ]

 Smaller reporting company

☑ 
Emerging Growth Company☐ 

[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐[   ] Yes ☑[X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

3,139,747

5,836,832 Common Shares - $0.0001$.01 Par Value - as ofFebruary 12, 2018

July 31, 2019


KYTO BIOPHARMA, INC.

Technology and Life Science, Inc.

For the quarterly period ended December 31, 2017

June 30, 2019

INDEX

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Condensed Balance Sheets as of December 31, 2017June 30, 2019 (Unaudited) and March 31, 20172019

3

Unaudited Condensed Statements of Operations for the Three and Nine Months Ended December 31, 2017June 30, 2019 and 20162018

4

Unaudited Condensed Statement of Stockholders’ DeficitEquity (Deficit) for the NineThree Months Ended December 31, 2017June 30, 2019 and 2018

5

Unaudited Condensed Statements of Cash Flows for the NineThree Months Ended December 31, 2017June 30, 2019 and 20162018

6

Notes to Unaudited Condensed Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial ConditionsCondition and Results of Operations.

10

13

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

11

14

Item 4.

Controls and Procedures.

11

14

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

12

15

Item 1A.

Risk Factors.

15

Item 1A.Risk Factors. 12

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

12

15

Item 3.

Defaults Upon Senior Securities.

12

15

Item 4.

Mine Safety Disclosures

12

15

Item 5.

Other Information

15

Item 5.6.

Other Information

Exhibits

12

15

Signatures

Item 6.Exhibits13
Signatures14

17


ITEM 1.FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

Kyto Technology and Life Science, Inc.

Condensed Balance Sheets

 

 

June 30,

 

March 31,

 

 

2019

 

2019

 

 

 

 

 

ASSETS

Current Assets

 

 

 

 

Cash

$

325,308

$

93,634

Receivables

 

1,000

 

1,000

Deferred fundraising expenses

 

124,013

 

-

Total Current Assets

 

450,321

 

94,634

 

 

 

 

 

Investments

 

1,821,545

 

1,498,048

 

 

 

 

 

Total Assets

$

2,271,866

$

1,592,682

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable & accrued liabilities

$

39,631

$

21,700

Accrued liabilities & loans - related party

 

5,000

 

7,250

Total Current Liabilities

 

44,631

 

28,950

 

 

 

 

 

Commitments and Contingencies

 

-

 

-

 

 

 

 

 

Stockholders' Equity

 

 

 

 

Preferred stock authorized but not designated, $.01 par value,

 

 

 

 

25,800,000 shares, none issued and outstanding as

 

 

 

 

of June 30, 2019 and March 31, 2019

 

-

 

-

Series A preferred convertible stock, $.01 par value, 4,200,000 shares

 

 

 

 

authorized, 3,693,750 and 2,612,500 issued and outstanding as of

 

 

 

 

June 30, 2019 and March 31, 2019, respectively

 

36,938

 

26,125

Series B preferred convertible stock, $.01 par value,

 

 

 

 

none authorized, issued and outstanding as

 

 

 

 

of June 30, 2019; 1,500,000 authorized, 0 issued or

 

-

 

-

outstanding as of March 31, 2019

 

 

 

 

Common stock, $0.01 par value, 40,000,000 shares

 

 

 

 

authorized, 5,836,832 issued and outstanding as of

 

 

 

 

June 30, 2019 and March 31 2019, respectively

 

58,368

 

58,368

Additional paid-in capital

 

34,944,380

 

34,090,092

Accumulated deficit

 

(32,812,451)

 

(32,610,853)

Total Stockholders' Equity

 

2,227,235

 

1,563,732

 

 

 

 

 

Total Liabilities and Stockholders' Equity

$

2,271,866

$

1,592,682

 

 

 

 

 

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


Kyto Technology and Life Science, Inc.

Condensed Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

For the Three Months

Ended June 30,

 

 

 

 

2019

 

2018

Revenue from sale of services

$

3,250

$

-

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

General and administrative

 

204,848

 

35,841

Total Operating Expenses

 

204,848

 

35,841

 

 

 

 

 

 

 

Loss from Operations

 

(201,598)

 

(35,841)

 

 

 

 

 

 

 

 

Interest expense, net

 

-

 

-

Net Loss before taxes

 

(201,598)

 

(35,841)

 

 

 

 

 

 

 

 

 

Net income (tax) benefit

 

-

 

-

Net Loss

$

(201,598)

$

(35,841)

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

basic and diluted

 

5,836,832

 

5,027,703

 

 

 

 

 

 

 

Net loss per share - basic and diluted

$

(0.03)

$

(0.01)

 

 

 

 

 

 

 

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


ITEM 1. FINANCIAL STATEMENTS
 
Kyto Biopharma, Inc. 
 
 
 Condensed Balance Sheets
 
 
 
 
 
 
December 31,
 
 
March 31,
 
 
 
2017
 
 
2017
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
Current Assets
 
 
 
 
 
 
Cash
 $76 
 $- 
Total Current Assets
  76 
  - 
Total Assets
 $76 
 $- 
 
    
    
LIABILITIES AND  STOCKHOLDERS'  DEFICIT 
    
 
    
    
Current Liabilities
    
    
Accounts payable and accrued expenses
 $- 
 $22 
Accrued liabilities 
  5,000 
  10,000 
Accrued liabilities - related party
  196,000 
  148,000 
Loans payable - related party
  89,067 
  68,107 
Total Current Liabilities
  290,067 
  226,129 
 
    
    
Commitments and Contingencies 
    
    
 
    
    
 Stockholders'  Deficit
    
    
Preferred convertible stock, $1.00 par value, 2,000,000 shares
    
    
authorized, none issued and outstanding as of 
    
    
December 31, 2017 and March 31, 2017, respectively
  - 
  - 
Common stock, $0.0001 par value, 100,000,000 shares
    
    
authorized,  3,139,747 issued and outstanding as of 
    
    
December 31, 2017 and March 31, 2017, respectively
  314 
  314 
Additional paid-in capital
  32,063,476 
  32,063,476 
Accumulated deficit 
  (32,353,781)
  (32,289,919)
Total  Stockholders'  Deficit
  (289,991)
  (226,129)
Total Liabilities and  Stockholders'  Deficit
 $76 
 $- 

Kyto Technology and Life Science, Inc.

Condensed Statements of Shareholders' Equity

  

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, 2018

-

$

-

 

-

$

-

 

3,139,747

$

31,397

$

32,032,393

$

(32,380,746)

$

(316,956)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) for the three months ended June 30, 2018

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(35,841)

 

(35,841)

 

Sale of Series A preferred stock at $0.80 per share

750,000

 

7,500

 

-

 

-

 

-

 

-

 

592,500

 

-

 

600,000

 

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

-

 

-

 

-

 

-

 

1,887,956

 

18,880

 

(7,552)

 

-

 

11,328

 

Compensation expense on stock options

-

 

-

 

-

 

-

 

-

 

-

 

3,551

 

-

 

3,551

 

Balance, June 30, 2018

1,150,000

$

11,500

 

-

$

-

 

5,027,703

$

50,277

$

32,936,892

$

(32,416,587)

$

582,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2019

2,612,500

$

26,125

 

-

$

-

 

5,836,832

$

58,368

$

34,090,092

$

(32,610,853)

 

1,563,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) for the three months ended June 30, 2019

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(201,598)

 

(201,598)

 

Sale of Series A preferred stock at $0.80 per share

1,081,250

 

10,813

 

-

 

-

 

-

 

-

 

854,187

 

-

 

865,000

 

Compensation expense on stock options

-

 

-

 

-

 

-

 

-

 

-

 

101

 

-

 

101

 

Balance, June 30, 2019

3,693,750

$

36,938

 

-

$

-

 

5,836,832

$

58,368

$

34,944,380

$

(32,812,451)

$

2,227,235

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


 
Kyto Biopharma, Inc. 
 
 
Condensed Statements of Operations
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended
 
 
For the Nine  Months Ended
 
 
 
Dember 31, 2017
 
 
December 31
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
Operating Expenses
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 $24,133 
 $31,079 
 $63,862 
 $70,135 
Total Operating Expenses
  24,133 
  31,079 
  63,862 
  70,135 
 
    
    
    
    
Loss from Operations
  24,133 
  31,079 
  63,862 
  70,135 
 
    
    
    
    
Net Loss before taxes
  (24,133)
  (31,079)
  (63,862)
  (70,135)
Net Income (Tax) Benefit
  - 
  - 
  - 
  - 
Net Loss 
 $(24,133)
 $(31,079)
 $(63,862)
 $(70,135)
Weighted average number of shares outstanding
    
    
    
    
 basic and diluted
  3,139,747 
  3,139,747 
  3,139,747 
  3,139,747 
 
    
    
    
    
Net loss per share - basic and diluted
 $(0.01)
 $(0.01)
 $(0.02)
 $(0.02)
  The accompanying notes are an integral part of these unaudited condensed financial statements.

Kyto Technology and Life Science, Inc.

Condensed Statements of Cash Flows

 

 

 

 

 

For the three

months ended

 

For the three

months ended

 

 

 

 

June 30, 2019

 

June 30, 2018

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

 

Net loss

$

(201,598)

$

(35,841)

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

Loss on conversion of related party debt

 

-

 

5,099

 

 

Option compensation expense

 

101

 

3,551

 

 

 

 

 

 

 

 

Increase / (decrease) in operating assets and liabilities

 

 

 

 

 

 

Prepaid & other current assets

 

-

 

7,500

 

 

Deferred fundraising expenses

 

(124,013)

 

-

 

 

Accounts payable and accrued liabilities

 

17,931

 

2,088

 

Total cash (used in) operating activities

 

(307,579)

 

(17,603)

 

 

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of equity investments

 

(323,497)

 

(387,000)

 

Total cash (used in) investing activities

 

(323,497)

 

(387,000)

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of preferred stock

 

865,000

 

600,000

 

 

Proceeds from exercise of options for common stock

 

-

 

11,328

 

 

Advances from related party

 

(2,250)

 

3,521

 

Total cash provided by financing activities

 

862,750

 

614,849

 

 

 

 

 

 

 

Net increase in cash

 

231,674

 

210,246

 

 

 

 

 

 

 

Cash at beginning of period

 

93,634

 

4

Cash at end of period

$

325,308

$

210,250

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Interest Paid

$

-

$

-

 

 

Taxes Paid

$

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 unaudited condensed financial statements.


 
Kyto Biopharma, Inc. 
 
 
 Condensed Statement of Stockholder's Deficit
 
 
For the Nine Months Ended December 31, 2017
 
 
(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, 2017
  - 
 $- 
  3,139,747 
 $314 
 $32,063,476 
 $(32,289,919)
 $(226,129)
Net Loss 
  - 
  - 
  - 
  - 
  - 
  (63,862)
  (63,862)
Balance, December 31,  2017
  - 
 $- 
  3,139,747 
 $314 
 $32,063,476 
 $(32,353,781)
 $(289,991)
  The accompanying notes are an integral part of these unaudited condensed financial statements.

 
Kyto Biopharma, Inc. 
 
 
Condensed Statements of Cash Flows
 
 
(Unaudited)
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended December 31, 
 
 
 
 2017 
 
 
 2016 
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
Net loss
 $(63,862)
 $(70,135)
Adjustment to reconcile net loss to net cash used in operating activities:
    
    
 
    
    
Changes in operating liabilities:
    
    
Accrued liabilities - related party
  48,000 
  48,000 
Accrued liabilities  
  (5,000)
  (7,500)
Accounts payable and accrued expenses
  (22)
  326 
Net Cash Used in Operating Activities
  (20,884)
  (29,309)
 
    
    
Cash Flows from Investing Activities:
    
    
 
    
    
Net Cash Used in Investing Activities
  - 
  - 
 
    
    
Cash Flows from Financing Activities:
    
    
Loan proceeds from related parties, net
  20,960 
  29,286 
Net Cash Provided by Financing Activities
  20,960 
  29,286 
 
    
    
Net increase (decrease) in Cash and Cash Equivalents
  76 
  (23)
 
    
    
Cash and Cash Equivalents at Beginning of Period
  - 
  32 
 
    
    
Cash and Cash Equivalents at End of Period
 $76 
 $9 
 
    
    
Supplemental Disclosure of Cash Flow Information:
    
    
Cash paid for:
    
    
Interest
 $- 
 $- 
Income taxes
 $- 
 $- 
The accompanying notes are an integral part of these unaudited condensed financial statements.

KYTO BIOPHARMA,TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2017

June 30, 2019

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Kyto Biopharma,Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999. On1999 under the name of B12 Inc. In August, 14, 2002, the Company changed its name from B Twelve, Inc. to Kyto Biopharma,BioPharma Inc.

and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc.

The Company is a biopharmaceutical company,was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other proliferateautoimmune diseases and autoimmune diseases. The Company is currently in the development stage as it is in the process ofhad been looking at a number of strategies to become active. Once it has settledIn April, 2018, the Board adopted a new business plan focused on the strategy, the Company will develop a plan for an acquisitiondevelopment of early stage technology and the means to achieve its goal.

Activities during the developmentlife science businesses through early 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 2017 include, the valuation allowance of deferred tax assets.
 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 December 31, 2017 and March 31, 2017, respectively. 
CONCENTRATIONS
The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2017, the Company did not have any deposits in excess of federally insured limits.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 committed to invest, and does not experiencedinvest more than $250,000 in any lossessingle investment. The Company plans to generate revenue from two sources: (i) the sale of advisory services to its target investments and (ii) realised gains from the sale of the businesses in such accounts through December 31, 2017 and March 31, 2017, respectively.
which it has invested. Generally, it is expected that investments will be realised from an exit within a period of four years following investment.

The Company has obtainedno regular employees, full-time or part-time. The chief executive officer of Kyto Technology and continuesLife Science, Inc. is acting as a consultant to obtainthe Company and does not receive compensation.

The Company has created a large amountportfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments. Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. The Company currently has $325,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of October 2019. The average monthly expenses for the year ended March 31, 2019 were $22,000 per month so the Company has sufficient cash to fund its operations for the remainder of its funding from loansfinancial year ended March 31, 2020 if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and equity funding from a principal stockholder related to a directorensure the success of the Company.

NET LOSS PER COMMON SHARE
Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In accordance with Statementthe event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly. While there is a degree of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings per Share", basic earnings per share is computed by dividinguncertainty in this business model, the net income less preferred dividends for the period by the weighted average numberCompany has two viable alternative options to ensure continuity 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 stock optionsliquidity and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. 

KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
December 31, 2017
ongoing operations.

NOTE 2 – INTERIM REVIEW REPORTING

- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements of Kyto Biopharma,Technology and Life Science, 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, 20172019 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, 2017,June 30, 2019, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.

REVENUE RECOGNITION

The Company derives revenue from two sources: proceeds from the sale of investments and 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 and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion.


KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

NOTE 3– GOING CONCERN

2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 2018 and 2019 include, the valuation of stock options and warrants.

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 June 30, 2019 and March 31, 2019, respectively.

CONCENTRATIONS

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As reflectedof June 30, 2019, the Company deposits were approximately $75,000 in excess of federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2019 and March 31, 2019, respectively.

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 stock options and warrants, have not been included in the accompanying unaudited condensedcalculation, as their effect is anti-dilutive for the periods presented. 

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 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 did not grant any options or warrants prior to March 31, 2018.

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 statements,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.

INVESTMENTS

The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments 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.


KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

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.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

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.

DEFERRED FUNDRAISING EXPENSES

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 has adopted a working capital deficiencypolicy of $289,991, ancapitalizing direct expenses incurred in the course of fund raising with the intention of netting accumulated deficitexpenses against proceeds from sale of $32,353,781,equity, and a stockholders' deficitreporting 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.

NOTE 3 – INVESTMENTS

The Company carries investments at the lower of $289,991cost or fair market value. These investments are accounted for as of December 31, 2017. The abilitycost method investments in accordance with ASC 325 as we own less than 20% of the Company to continue as a going concern is dependent onvoting securities and do not have the Company's ability to devise a strategyexercise significant influence over operating and produce a business plan.financial policies of the entities. The unaudited condensed financial statements do not include any adjustmentsCompany reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that mightManagement considers the value of an investment to be necessary ifimpaired, the carrying value of the investment will be written down by an impairment charge to reflect Management’s estimated valuation. During the three months ended June 30, 2019, the Company is unable to continue as a going concern.

The Company has yet to generatemade an internal cash flow,aggregate investment of $323,497 in four separate early stage companies. In no case was there any financial or management control over the investment targets, and until the sales of its product begins,ownership interest was below 15%. Accordingly, the Company is highly dependent upon debtcarries these investments at cost and equity funding. The Company must successfully complete its researchreviews results and development resulting inexpectations of target companies with target management on at least a saleable product. However,quarterly basis to determine if there is no assurance that onceany impairment in value, in which case the developmentcarrying value of the product is completedinvestment would be revalued. Management reviewed all investments in the quarter ended June 30, 2019 and finally gains Federal Drug and Administration clearance, that the Company will achieve a profitable level of operations.
there were no adjustments made for impairment.

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.


KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

NOTE 5– RELATED –RELATED PARTY TRANSACTIONS

(A)

Directors fees are also included in accrued liabilities – Loans Payable- Related Party

Duringrelated parties. Directors fees for the nine monthsyears ended December 31, 2017, the Company received a net loan from a related party in the amount of $20,960. At December 31, 2017 and March 31, 2017, the Company owed $89,0672019 and $68,107, respectively to a related party of the Company. The loans are non-interest bearing, unsecured2018 were $0 and due on demand. The loans are included in loans payable, related party on the accompanying balance sheet.
(B)
– Accrued liabilities -Related Party
The Company leases office space and administrative services from a related party principal stockholder. Rent and administrative expense for the nine months ended December 31, 2017 and 2016 was $30,000 and $30,000,$24,000, respectively, and iswere included in general and administrative expense in the accompanying statements of operations.
Directors’ fees are also included in Accrued liabilities – related parties. Directors’ fees At March 31, 2019 and 2018, the Company had accrued and owed $2,250 and $0, respectively, to Paul Russo for the nine months ended December 31, 2017car and 2016 were $18,000 and $18,000, respectively and is included in general and administrative expense in the accompanying statements of operations. As of December 31, 2017telephone allowance. At June 30, 2019 and March 31, 2017,2019, the remaining balance inCompany had accrued and owed $5,000 and $7,250, respectively to officers of the accrued liabilities-related party accountCompany for the above services was $196,000consulting fees and $148,000, respectively.

KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
December 31, 2017
expenses.

The Company now operates virtually, and from public locations, and no longer leases any office space from related parties.

NOTE 6 – 6– EQUITY

(A)

–PREFERRED STOCK

As of December 31, 2017,June 30, 2019 and March 31, 2017,2019, there are 2,000,0004,200,000 shares of Series A preferred stock (“Series A”) authorized at a par value of $.01 per share. The Company has 3,693,750 and no preferred2,612,500 shares of Series A outstanding at June 30, 2019 and March 31, 2019, respectively as a result of the sale of investment Units at $0.80 per Unit in a private placement to accredited investors. The Units consist of one Series A share and one warrant per Unit. The Series A can either be converted into Common Shares upon listing of the Company issuedon 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 holders of Common Shares a per share amount equal to two times (2x) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference). All share issuances and outstanding.

obligations are recognized on the books and stock register, however, as at the date of this report certificates have not been delivered as a result of administrative delays in transferring to the Company’s selected stock transfer agent. On March 26, 2019 the Board approved resolutions to increase the authorized share capital from 2 million to 4 million Series A Preferred Shares, and the number of units to be sold in the private placement from 3 million to 4 million, subject to demand and investment requirements as determined from time to time by the Board.

Subsequent to June 30, 2019, in readiness for the intended Series B fund raising round, the Company has conducted a proxy vote of shareholders which approved (i) a change of state of incorporation from Florida to Delaware, (ii) amended authorized share capital to 40 million common shares and 30 million preferred shares and (iii) amended the par value of all classes of shares to $0.01 per share. The effective date of this reorganization is July 8, 2019. The impact of these changes has been reflected in both current and prior year financial statements and the related notes to these financial statements.

(B)

– COMMON STOCK

The Company has authorized 40,000,000 shares of common stock at a par value of $0.01 per share. As of December 31, 2017,June 30, 2019, and March 31, 2017, 3,139,7472019 a total of 5,836,832 shares of the Company’s common stock were issued and outstanding.

(C)PRIVATE PLACEMENT 

In April 2018, in a non-brokered private placement, the Company offered accredited investors an opportunity to purchase a minimum of 875,000 and maximum of 1,500,000 Units. These Units consist of one Series A (convertible into one common share) and one warrant (exercisable into one common share at $1.20 per share for a period of three years). The Preferred Shares can be converted into Common Shares upon listing of the Company on NASDAQ, or redeemed for $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of preferred shares shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to (2x) the Original Purchase price plus any declared but unpaid dividends (“Liquidation preference”). The Units are priced at $0.80 per unit. Subsequently the limit of Unit sales was increased to four million units.

In April 2018, a total of $320,000 of related party loans and accrued liabilities were converted into Units consisting of 400,000 shares of Series A, and 400,000 Warrants to purchase common stock at $1.20 per share. Additionally, since April 2018, the Company has sold 3,293,750 investment units to accredited investors in a private placement for $2,635,000 in cash.


KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

NOTE 6– EQUITY (CONTINUED)

(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 nine months ended December 31, 2018, the Company granted a total of 2,697,085 options at an exercise price of $0.006 per share. On May 18, 2018, 1,887,956 options vested upon the initial closing of the private placement and were exercised for $11,328. The remaining balance of 809,129 options became become fully vested upon the final close 1,500,000 units sold in the private placement.

 

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

-

Granted

-

$ 0.00

-

Exercised

-

$ 0.00

-

Cancelled

-

$ 0.00

-

Outstanding June 30, 2019

-

$ 0.00

-

 

 

 

 

Exercisable June 30, 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.

Stock Price at grant date

$0.006

Exercise Price

$0.006

Term in Years

1.00

Volatility assumed

73%

Annual dividend rate

0.0%

Risk free discount rate

1.79%

There were no option grants in the three months ended June 30, 2019.

The compensation expense calculated at time of grant is amortised over the vesting period for the options granted. During the three months ended June 30, 2019 and 2018, the Company amortised $101 and $3,551, respectively, as option expense.

(E)WARRANTS  

In conjunction with the sale of stock Units, the Company issued 3,693,750 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.


KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

NOTE 6– EQUITY (CONTINUED)

 

Number of

warrants

Weighted

average

exercise

price

Outstanding March 31, 2018

-

$       -

Granted

2,612,500

$ 1.20

Exercised

-

$ 0.00

Cancelled

-

$ 0.00

Outstanding March 31, 2019

2,612,500

$ 1.20

Granted

1,081,250

$ 1.20

Exercised

-

$ 0.00

Cancelled

-

$ 0.00

Outstanding June 30, 2019

3,693,750

$ 1.20

 

 

 

Exercisable June 30, 2019

3,693,750

 

The assumptions used for warrants granted in the three months ended June 30, 2019 were as follows:

Stock Price at Valuation

$0.006

Exercise Price

$1.20

Term in Years

3.00

Volatility assumed

73.0%

Annual dividend rate

0.0%

Risk free discount rate

1.79%

At June 30, 2019 the value of the warrants was $0 as the Company did not bifurcate the value of Series A and warrants within the Units sold. The weighted average remaining life of the warrants at June 30, 2019 was 2.36 years.

NOTE 7– - SUBSEQUENT EVENTS

None

Subsequent to June 30, 2019, in readiness for the intended Series B fund raising round, the Company has conducted a proxy vote of shareholders which approved (i) a change of state of incorporation from Florida to Delaware, (ii) amended authorized share capital to 40 million common shares and 30 million preferred shares and (iii) amended the par value of all classes of shares to $0.01 per share. The effective date of this reorganization is July 8, 2019. The impact of these changes has been reflected in both current and prior year financial statements and the related notes thereto.  

As at July 26, the Company had sold an additional $80,000 of Series A stock units to accredited investors and invested a total of $60,000 in two new investment opportunities.


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 OPERATIONS

The report of our Independent Registered Public Accounting firm dated June 29, 2017 on our March 31, 2017 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue

Kyto Technology and Life Science, Inc. was formed 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 numberFlorida corporation on March 5, 1999 under the name 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, shouldB12 Inc. In August, 2002, the Company not be successful in completingchanged its own financing (either by debt or by the issuance of securitiesname from treasury), the Company may be unableB Twelve, Inc. to continue to operate as a going concern.

On November 6, 2017 the Company announced that it is offering up to 2 million of its Common Shares to Accredited Investors as a non-brokered Private Placement (''Private Placement'') to be completed on or before December 20, 2017. The completion of private placement was extended to February 28, 2018 with new terms.
The Company is offering 1.5 million Units (“the Units), each Unit Consisting of 1 Preferred Shares exercisable into 1 Common Shares and 1 Warrant exercisable into 1 common Share at $1.50 per Share for a period of three years from issuance, for sale to Accredited Investors, as defined by the SEC, at a price of $1.00 per Unit.
Upon completion of the Minimum Offering of the Private Placement, KBPH will file an S-8 Registration Statement with the SEC to offer to the new elected President & CEO, an option to purchase 2,697,085 and new director 500,000 Common Shares of KBPH. Upon completion of the Maximum Offering of the Private Placement and after issuance of Common Shares under the S-8 Registration Statement Kyto BioPharma will have 9,936,832 common shares issuedInc. and outstanding.
In conjunction within May 2018, the closing of the Private Placement, KBPH will change its name was changed again to Kyto Technology and Life Science, Inc.

The symbol, KBPH,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 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 committed to invest, and does not invest more than $250,000 in any single investment. The Company plans to generate revenue from two sources: (i) the sale of advisory services to its target investments and (ii) realised gains from the sale of the businesses in which it has invested. Generally, it is expected that investments will be changedrealised from an exit within a period of four years following investment.

The Company has no regular employees, full-time or part-time. The chief executive officer of Kyto Technology and Life Science, Inc. is acting as a consultant to the Company and does not receive compensation.

The Company has created a symbol as agreedportfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments. Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to by OTCQB.

In conjunctionforecast revenue, net income, and cash flow. The Company currently has $325,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of October 2019. The average monthly expenses for the closingyear ended March 31, 2019 were $22,000 per month so the Company has sufficient cash to fund its operations for the remainder of its financial year ended March 31, 2020 if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and ensure the success of the Private Placement,Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In the event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly. While there will beis a changedegree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations.

Results of Operations

Revenue: In the three months ended June 30, 2018, the Company billed $3,250 for management advisory services provided to its investment portfolio companies.

General and Administration Expenses: General and administration expenses include professional fees incurred in the course of SEC filing and compliance, and travel and conference fees associated with fund raising and review of investment deal-flow.

The Company deferred $124,013 in expenditures incurred in the three months ended June 30, 2019 that related specifically to the Officers and Directors of KPBH. The officers and directors of KBPH at closingcost of the Private Placement will be as follows:

Name
Position(s)
Paul Russo
President & Chief Executive Officer, Director
Georges Benarroch
Corporate Secretary & Treasurer, Director, Chairman
 Larry Krauss
Director
Results of Operations
Series B fundraising including legal and accounting fees, investor relations, and investor meetings.

For the three months ended December 31, 2017June 30, 2019 and 2018, the Company’s net loss attributable to common shareholders decreased by $6,946 to $24,133 compared to a net loss of $31,079was $201,598 and $35,841, respectively. Expenses for the three months ended December 31, 2016.

For the nine months ended December 31, 2017 the Company’s net loss attributable to common shareholders decreased by $6,273 to $63,862 compared to a net loss of $70,135 for the nine months ended December 31, 2016.
June 30, 2019 included $160,000 in executive bonus.

Liquidity and Capital Resources

The Company had working capital deficits of $289,991 as of December 31, 2017$405,690 and $226,129 as of$65,684at June 30, 2019 and March 31, 2017.2019, respectively. Cash was $76$325,308 and $93,634 as of December 31, 2017,at June 30, 2019 and Nil as of March 31, 2017.

2019, respectively.

Cash from operating activities

The Company’sCompany used net cash usedof $307,579 in operations decreased by $8,425 to $20,884 forduring the ninethree months ended December 31, 2017June 30, 2019 compared to net cash of $17,603 used inby operations of $29,309 for the ninethree months ended December 31, 2016.

June 30, 2018.


Cash from investing activities

The Company used net cash of $323,497 in investing activities in the three months ended June 30, 2019 compared to $387,000 in the three months ended June 30, 2018.

Cash from financing activities

The Company’sCompany had a net cash flows from financing activities decreased by $8,326 to $20,960 for the nine months ended December 31, 2017 compared to cash flowsinflow from financing activities of $29,286 for$862,750 in the ninethree months ended December 31, 2016.

June 30, 2019 compared to $614,849 in the three months ended June 30, 2018. This inflow included $865,000 proceeds from the sale of preferred stock in the three months ended June 30, 2019 compared to $600,000 in the corresponding prior period. Additionally, the Company raised $11,328 from the exercise of stock options in the three months ended June 30, 2018 compared to $0 in the three months ended June 30, 2019. The Company also generated $3,521 of advances from related parties in the three months ended June 30, 2018, and paid back $2,250 in the three months ended June 30, 2019.

The Company’s plan of operations for the next twelve months is to continue to focus its efforts on finding new sources of capital by means of private placements and on R&D activities related to the developmentuse this funding to fund additional investments as they become available, 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 providecover operating loan funds to the Company.

expenses.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company.

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, 2017June 30, 2019 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the chiefprincipal 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, 2017.

June 30, 2019. Notwithstanding this conclusion, we believe that our unaudited condensed financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

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, 2017,June 30, 2019, 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.


PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

None

ITEM 1A.RISK FACTORS

FACTORS.

Not required for smaller reporting company.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

The Corporation has offered up to 4,200,000 Preferred Units to accredited investors under Rule 506 of Regulation D of the Securities Act 1933. Each Unit consists of (i) 1 of the Corporation's Class A Preferred Shares convertible into 1 of the Corporation's Common Shares and (ii) 1 Warrant exercisable into 1 of the Corporation's Common Shares at an exercise price of $1.20 per Share for a period of three (3) years from issuance. The offering will close on the earlier of sale of all 4,200,000 Units, or such extended date or amount as may be approved by the Board from time to time. As of the filing date, the Corporation had accepted subscriptions for a total of 3,693,750 Units and is continuing to offer Units for sale to accredited investors. The Corporation has submitted a Form D filing to the United States Securities and Exchange Commission for this Offering. The Company will use the net proceeds for investment purposes and operating expenses.

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


INDEX TO EXHIBITS

EXHIBIT NUMBER

DESCRIPTION

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)

Bylaws of Kyto Biopharma,Technology and Life Science, Inc.*

10.1Research collaboration agreement between The Research Foundation of State University of New York and B. Twelve Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]**
10.2Collaborative Research Agreement to synthesize new vitamin B12 analogs signed between the Company and New York University [dated November 11, 1999]**
10.3Extension/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]**
10.4Debt Settlement Agreement and Put Option (dated November 2002) between Kyto Biopharma, Inc. and New York University.**
10.5Extension/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 **

32.2

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.


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,Technology and Life Science, Inc.

By:

/s/ Paul Russo

By:  /s/ Georges Benarroch
Georges Benarroch

Paul Russo

Chief Executive Officer, principal executive officer,

principal

Date: July 31, 2019

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 Technology and Life Science, Inc.

By:

/s/ Simon Westbrook

Simon Westbrook

Principal financial and accounting officer

Date: February 14, 2018July 31, 2019

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