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

September 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)

(416) 960-8770

(408) 313 5830

(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. [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

November 5, 2019  



KYTO BIOPHARMA, INC.

Technology and Life Science, Inc.

For the quarterly period ended December 31, 2017

September 30, 2019

INDEX

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements 

3

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

3

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

4

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

5

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

6

7

Notes to Unaudited Condensed Financial Statements  

7

8

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. 

12

15

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

12

15

Item 6.

Exhibits

13

15

Signatures

14

Signatures

17



ITEM 1.FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

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

Kyto Technology and Life Science, Inc.

Condensed Balance Sheets

 

 

 

 

September 30,

 

March 31,

 

 

 

 

2019

 

2019

 

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

238,427

$

93,634

 

Receivables

 

4,300

 

1,000

 

Deferred fundraising expenses

 

224,596

 

-

Total Current Assets

 

467,323

 

94,634

 

 

 

 

 

 

 

 

Investments

 

2,110,499

 

1,498,048

 

 

 

 

 

 

 

Total Assets

$

2,577,822

$

1,592,682

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable & accrued liabilities

$

57,236

$

21,700

 

Accrued liabilities & loans - related party

 

8,750

 

7,250

Total Current Liabilities

 

65,986

 

28,950

 

 

 

 

 

 

 

Commitments and Contingencies

 

-

 

-

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

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

 

 

 

 

 

 

19,800,000 shares, none issued and outstanding as

 

 

 

 

 

 

of September 30, 2019 and March 31, 2019

 

-

 

-

 

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

 

 

 

 

 

 

authorized, 4,200,000 and 2,612,500 issued and outstanding as of

 

 

 

 

 

 

September 30, 2019 and March 31, 2019, respectively

 

42,000

 

26,125

 

Series B preferred convertible stock, $0.01 par value, 6,000,000 shares

 

 

 

 

 

 

authorized, none issued and outstanding as

 

 

 

 

 

 

of September 30, 2019 and March 31, 2019

 

-

 

-

 

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

 

 

 

 

 

 

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

 

 

 

 

 

 

September 30, 2019 and March 31, 2019, respectively

 

58,368

 

58,368

 

Additional paid-in capital

 

35,344,318

 

34,090,092

 

Accumulated deficit

 

(32,932,850)

 

(32,610,853)

 

 

 

 

 

 

 

Total Stockholders’ Equity

 

2,511,836

 

1,563,732

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Equity

$

2,577,822

$

1,592,682

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Unaudited Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

September 30,

 

For the Six Months Ended

September 30,

 

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

Revenue from sale of services

$

5,700

$

-

$

8,950

$

-

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

65,053

 

62,357

 

269,901

 

98,198

 

Write-down of investments to market value

 

61,046

 

-

 

61,046

 

-

Total Operating Expenses

 

126,099

 

62,357

 

330,947

 

98,198

 

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

(120,399)

 

(62,357)

 

(321,997)

 

(98,198)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

-

 

(25)

 

-

 

(25)

 

 

 

 

 

 

 

 

 

 

 

Net Loss before taxes

 

(120,399)

 

(62,382)

 

(321,997)

 

(98,223)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (tax) benefit

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Net Loss

$

(120,399)

$

(62,382)

$

(321,997)

$

(98,223)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

 

basic and diluted

 

5,836,832

 

5,027,703

 

5,836,832

 

4,488,287

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

$

(0.02)

$

(0.01)

$

(0.06)

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Technology and Life Science, Inc.

 

Condensed Unaudited Statements of Shareholders’ Equity for Three and Six months Ended September 30, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred A

 

Preferred A

 

Preferred B

 

Preferred B

 

Common

 

Common

 

Additional

 

 

 

 

 

 

Stock

 

Amount

 

Stock

 

Amount

 

Stock

 

Amount

 

Paid-in

 

Accumulated

 

 

 

 

#

 

$

 

#

 

$

 

#

 

$

 

Capital

 

Deficit

 

Total

Balance, June 30, 2019

 

3,693,750

$

36,938

 

-

$

-

 

5,836,832

$

58,368

$

34,944,380

$

(32,812,451)

$

2,227,235

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(120,399)

 

(120,399)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of Series A preferred stock at $0.80 per share

 

506,250

 

5,062

 

-

 

-

 

-

 

-

 

399,938

 

-

 

405,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2019

 

4,200,000

$

42,000

 

-

$

-

 

5,836,832

$

58,368

$

35,344,318

$

(32,932,850)

$

2,511,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred A

 

Preferred A

 

Preferred B

 

Preferred B

 

Common

 

Common

 

Additional

 

 

 

 

 

 

Stock

 

Amount

 

Stock

 

Amount

 

Stock

 

Amount

 

Paid-in

 

Accumulated

 

 

 

 

#

 

$

 

#

 

$

 

#

 

$

 

Capital

 

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 six months ended September 30, 2019

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(321,997)

 

(321,997)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of Series A preferred stock at $0.80 per share

 

1,587,500

 

15,875

 

-

 

-

 

-

 

-

 

1,254,125

 

-

 

1,270,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense on stock options

 

-

 

-

 

-

 

-

 

-

 

-

 

101

 

-

 

101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2019

 

4,200,000

$

42,000

 

-

$

-

 

5,836,832

$

58,368

$

35,344,318

$

(32,932,850)

$

2,511,836

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 Technology and Life Science, Inc.

Condensed Unaudited Statements of Shareholders’ Equity for Three and Six months Ended September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred A

 

Preferred A

 

Preferred B

 

Preferred B

 

Common

 

Common

 

Additional

 

 

 

 

 

 

Stock

 

Amount

 

Stock

 

Amount

 

Stock

 

Amount

 

Paid-in

 

Accumulated

 

 

 

 

#

 

$

 

#

 

$

 

#

 

$

 

Capital

 

Deficit

 

Total

Balance, June 30, 2018

 

1,150,000

$

11,500

 

-

$

-

 

5,027,703

$

50,277

$

32,936,892

$

(32,416,587)

$

582,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(62,382)

 

(62,382)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of Series A preferred stock at $0.80 per share

 

187,500

 

1,875

 

-

 

-

 

-

 

-

 

148,125

 

-

 

150,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense on stock options

 

-

 

-

 

-

 

-

 

-

 

-

 

357

 

-

 

357

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2018

 

1,337,500

$

13,375

 

-

$

-

 

5,027,703

$

50,277

$

33,085,374

$

(32,478,969)

$

670,057

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred A

 

Preferred A

 

Preferred B

 

Preferred B

 

Common

 

Common

 

Additional

 

 

 

 

 

 

Stock

 

Amount

 

Stock

 

Amount

 

Stock

 

Amount

 

Paid-in

 

Accumulated

 

 

 

 

#

 

$

 

#

 

$

 

#

 

$

 

Capital

 

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2018

 

-

$

-

 

-

$

-

 

3,139,747

$

31,397

$

32,032,393

$

(32,380,746)

$

(316,956)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) for the six months ended September 30, 2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(98,223)

 

(98,223)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of Series A preferred stock at $0.80 per share

 

937,500

 

9,375

 

-

 

-

 

-

 

-

 

740,625

 

-

 

750,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock issued for conversion of related party debt

 

400,000

 

4,000

 

-

 

-

 

-

 

-

 

316,000

 

-

 

320,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of options for $.006 per share

 

-

 

-

 

-

 

-

 

1,887,956

 

18,880

 

(7,552)

 

-

 

11,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation expense on stock options

 

-

 

-

 

-

 

-

 

-

 

-

 

3,908

 

-

 

3,908

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2018

 

1,337,500

$

13,375

 

-

$

-

 

5,027,703

$

50,277

$

33,085,374

$

(32,478,969)

$

670,057

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



Kyto Technology and Life Science, Inc.

Condensed Unaudited Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

For the six months ended

 

 

 

 

September 30, 2019

 

September 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

 

Net loss

$

(321,997)

$

(98,223)

 

Adjustments to reconcile net loss to net cash used

 

 

 

 

 

 

     in operating activities

 

 

 

 

 

 

Loss on conversion of related party debt

 

-

 

5,099

 

 

Write down of investment

 

61,046

 

-

 

 

Option compensation expense

 

101

 

3,908

 

 

 

 

 

 

 

 

Increase / (decrease) in operating assets and liabilities

 

 

 

 

 

 

Prepaid & other current assets

 

-

 

7,500

 

 

Accounts receivable

 

(3,300)

 

-

 

 

Deferred fundraising expenses

 

(224,596)

 

-

 

 

      Accounts payable and accrued liabilities

 

35,536

 

16,719

 

Total cash (used in) operating activities

 

(453,210)

 

(64,997)

 

 

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

 

 

 

     Purchase of equity investments

 

(673,497)

 

(587,000)

 

Total cash (used in) investing activities

 

(673,497)

 

(587,000)

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of preferred stock

 

1,270,000

 

750,000

 

 

Proceeds from exercise of options for common stock

 

-

 

11,328

 

 

Advances from related party

 

1,500

 

10,021

 

Total cash provided by financing activities

 

1,271,500

 

771,349

 

 

 

 

 

 

 

Net increase in cash

 

144,793

 

119,352

 

 

 

 

 

 

 

Cash at beginning of period

 

93,634

 

4

Cash at end of period

$

238,427

$

119,356

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Interest Paid

$

-

$

25

 

 

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,TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2017

September 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 B Twelve 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.  OnceIn April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have completed due diligence and committed to invest, and does not typically invest more than $250,000 in any single investment. 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 settled on the strategy,invested. Generally, it is expected that investments will be realised 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 portfolio 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 $238,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of December 2019. The average monthly G&A expenses for the quarter ended September 30, 2019 were approximately $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 Series B round, whereupon, if successful it will develophave 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 is a plan for an acquisitiondegree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations.

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements of Kyto 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, 2019 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 meansresults of its operations for the interim period ended September 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 achieveportfolio 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 goal.

Activities duringinvestments, nor the development stage include acquisitionability 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 financingsale and intellectual propertiesreceipt 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, researchfrom time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and development activities conducted by others under contracts.the revenue recognized, upon completion.



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 20172018 and 2019 include, the valuation allowance of deferred tax assets.

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 December 31, 2017September 30, 2019 and March 31, 2017,2019, respectively. 

CONCENTRATIONS

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2017,September 30, 2019, the Company did not have any deposits in excess ofwere within federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2017September 30, 2019 and March 31, 2017,2019, 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.

NET LOSS PER COMMON SHARE

In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings“Earnings per Share"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 calculation, as their effect is anti-dilutive for the periods presented. 


KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
December 31, 2017
NOTE 2 – INTERIM REVIEW REPORTING
The accompanying unaudited condensed financial statements of Kyto Biopharma, Inc. (the "Company") have been prepared pursuant

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 rules and regulationsfair value of the Securitiesoptions 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 Exchange Commission (the "SEC”). Certain informationliabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and footnote disclosures, normally includedliabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in financial statements preparedthe 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 accounting principles generally acceptedASC 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. The Company recognized impairment of one of its investments which was written down by $61,046 in the United Statesperiod ended September 30, 2019. The Company has not experienced any impairment write-downs in any prior periods.



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 America have been condensedfair 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 omitted pursuantpaid 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 SEC rules and regulations. Nevertheless,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 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, 2017 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial positionuse of the reporting entity’s own assumptions.

DEFERRED FUNDRAISING EXPENSES

The Company with respectcommenced 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 interim unaudited condensed financial statementscost and the resultsbenefits of its operations for the interim period ended December 31, 2017, 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,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. At September 30, 2019, the Company has deferred $224,596 of $289,991such expenses.

NOTE 3 – INVESTMENTS

The Company carries investments at the lower of cost 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. In the three months ended September 30, 2019, the Company is unable to continue as a going concern.

The Company has yet to generate an internal cash flow, and until the salesrecognized impairment of one of its product begins,investments which was written down by $61,046. During the three months ended September 30, 2019, the Company is highly dependent upon debtmade an aggregate investment of $90,000 in three separate early stage companies.  In no case was there any financial or management control over the investment targets, and equity funding. Thethe ownership interest was below 15%.  Accordingly, the Company must successfully complete its researchcarries these investments at cost and development resulting inreviews results and expectations 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 September 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, other than as stated above.

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.

NOTE 5 RELATED PARTY TRANSACTIONS

(A)
– Loans Payable- Related Party
During the nine months ended December 31, 2017, the Company received a net loan from a related party in the amount of $20,960.

At December 31, 2017September 30, 2019 and March 31, 2017, the Company had accrued and owed $89,067$3,750 and $68,107,$2,250, respectively, to a related party of the Company. The loans are non-interest bearing, unsecuredits Chief Executive officer for car 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, respectively and is included in general and administrative expense in the accompanying statements of operations.
Directors’ fees are also included in Accrued liabilities – related parties. Directors’ fees for the nine months ended December 31, 2017 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 September 30, 2019 and March 31, 2017,2019, the remaining balance inCompany had accrued and owed $5,000 and $5,000, respectively to officers of the accrued liabilities-related party accountCompany for consulting fees and expenses.

The Company now operates virtually and from the above services was $196,000offices of its directors and $148,000, respectively.

officers, and from public locations, and does not currently lease any office space.



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

NOTE 6EQUITY

(A)

PREFERRED STOCK

As of December 31, 2017,September 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 4,200,000 and no2,612,500 shares of Series A issued and outstanding at September 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 on Nasdaq or elect to receive $1.60 per share.  In the event of any liquidation or winding up of the Company, the holders of the Series A shall be entitled to receive in preference to the 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 obligations are recognized on the books and stock register.  On March 26, 2019 the Board approved resolutions to increase the authorized share capital from 2 million to 4.2 million Series A Preferred Shares, and the number of units to be sold in the private placement from 3 million to 4.2 million, subject to demand and investment requirements as determined from time to time by the Board.

During the three months ended September 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 of which 4.2 million are designated Series A, 6.0  million designated Series B and 19.8 million are undesignated, and (iii) amended the Company issuedpar 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 outstanding.

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,September 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 

Between April 2018 and September 2019, in a series of non-brokered private placements, the Company offered accredited investors an opportunity to purchase a minimum up to 4.2 million investment units (“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.

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 3.8 million Units to accredited investors in private placements for $3,040,000 in cash.

(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 fully vested and were exercised in February 2019.

In July 2019, the majority of the shareholders of the Company approved the introduction of the Kyto Technology and Life Science 2019 Stock Option and Incentive Plan (“Plan”), and reserved 2 million shares for issuance to directors, officers, consultants and advisors, subject to the approval of the Board. No options were issued under the Plan as at September 30, 2019.



 

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 September 30, 2019

-

$        0.00

-

 

 

 

 

Exercisable September 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 six months ended September 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 September 30, 2019 and 2018, the Company amortised $0 and $357, respectively, as option expense and during the six months ended September 30, 2019 and 2018, the Company amortised $101 and $3,908, respectively.

(E)WARRANTS  

In conjunction with the sale of stock Units, the Company issued 4,200,000 warrants to purchase common stock at a price of $1.20 per share for a period of three years. At September 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 September 30, 2019 was 3.0 years.

 

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

1,587,500

$            1.20

Exercised

-

$            0.00

Cancelled

-

$            0.00

Outstanding September 30, 2019

4,200,000

$            1.20

 

 

 

Exercisable September 30, 2019

4,200,000

 

NOTE 7 SUBSEQUENT EVENTS

None

As at November 5, 2019 the Company had invested $30,000 in one new investment.

On October 17, 2019, the Company filed for and received a Certificate of Qualification to do Business in California.



ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
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 typically 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 $253,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of December 2019. The average monthly G&A expenses for the closingquarter ended September 30, 2019 were approximately $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 for the Three Months ended September 30, 2019

Revenue:  In the three months ended September 30, 2019, the Company billed $5,700 for management advisory services provided to its investment portfolio companies.

General and Administration Expenses: In the three months ended September 30, 2019 and September 30, 2018, General and administration expenses amounted to $126,099 and $62,357, respectively, including 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. General and Administration Expenses for the three months ended September 30, 2019 included an amount of $61,046 in respect of a write-off of an impaired investment.

The Company deferred $100,583 in expenditures incurred in the three months ended September 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, 2017September 30, 2019 and 2018, the Company’s net loss attributable to common shareholders decreased by $6,946 to $24,133 compared to a net losswas $120,399 and $62,382, respectively.

Results of $31,079Operations for the threeSix Months ended September 30, 2019

Revenue:  In the six months ended December 31, 2016.

ForSeptember 30, 2019 the nineCompany billed $8,950 for management advisory services provided to its investment portfolio companies.



General and Administration Expenses: In the six months ended December 31, 2017September 30, 2019 and September 30, 2018, General and administration expenses amounted to $330,947 and $98,198, respectively, including professional fees incurred in the Company’s net loss attributable to common shareholders decreased by $6,273 to $63,862 compared to a net losscourse of $70,135SEC filing and compliance, and travel and conference fees associated with fund raising and review of investment deal-flow. General and Administration Expenses for the ninesix months ended December 31, 2016.

September 30, 2019 included an executive bonus of $160,000 and an amount of $61,046 in respect of a write-off of an impaired investment.

The Company deferred $224,596 in expenditures incurred in the six months ended September 30, 2019 that related specifically to the cost of the Series B fundraising including legal and accounting fees, investor relations, and investor meetings.

Liquidity and Capital Resources

2019, respectively.

Cash from operating activities

The Company’sCompany used net cash usedof $453,210 in operations decreased by $8,425 to $20,884 forduring the ninesix months ended December 31, 2017September 30, 2019 compared to net cash of $64,997 used inby operations of $29,309 for the ninesix months ended December 31, 2016.


September 30, 2018.

Cash from investing activities

The Company used net cash of $673,497 in investing activities in the six months ended September 30, 2019 compared to $587,000 in the six months ended September 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$1,271,500 in the ninesix months ended December 31, 2016.

September 30, 2019 compared to $771,349 in the six months ended September 30, 2018. This inflow included $1,270,000 proceeds from the sale of preferred stock in the six months ended September 30, 2019 compared to $750,000 in the corresponding prior period.  Additionally, the Company raised $0 from the exercise of stock options in the six months ended September 30, 2019 compared to $11,328 in the six months ended September 30, 2018.  The Company also generated $1,500 of advances from related parties in the six months ended September 30, 2019, and $10,021 in the six months ended September 30, 2018.

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.

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, 2017September 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.September 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,September 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

FACTORS.

Not required for smaller reporting company.

None

ITEM 4.MINE SAFETY DISCLOSURES

None

ITEM 5.OTHER INFORMATION

None

ITEM 6.EXHIBITS

Index to Exhibits on page 13

16



EXHIBIT NUMBER

DESCRIPTION

Plan of Conversion from Florida to Delaware Corporation**

3(i)(a)

Articles of Incorporation of Kyto Biopharma,Technology and Life Science, Inc.*

Articles of Amendment changing name to Kyto Biopharma,Technology and Life Science, Inc.*

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

10.1

3.1

Research collaboration agreement between The Research Foundation

Delaware Certificate of State University of New York and B. Twelve Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]Conversion***

10.2

3.2

Collaborative Research Agreement to synthesize new vitamin B12 analogs signed between the Company and New York University [dated November 11, 1999]

Delaware Certificate of Incorporation***

10.3

3.3

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]

Delaware Bylaws***

10.4

3.4

Debt Settlement Agreement and Put Option (dated November 2002) between Kyto Biopharma, Inc. and New York University.

Class A Certificate of Designations***

10.5

3.5

Extension/Modification Research Collaboration Agreement between the Research Foundation

Florida Certificate of State University of New York and Kyto Biopharma, Inc., Modification No. 2 [dated December 2004]. **Conversion**

Services Agreement between

Kyto Biopharma, Inc.Technology and Gerard Serfati [dated November 1, 2004]Life Science Inc 2019 Stock Option Incentive Plan****

Section 302 Certification of principal executive officer.***

Section 302 Certification of principal financial and accounting officer.***

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.

*

Filed as Exhibit to Company’s Form 10-SB on September 12, 2003, with the Securities and Exchange Commission

**

Filed as Exhibit to Company’s Form 8-K on July 22, 2019, with the Securities and Exchange Commission

***

Filed as Exhibit with this Form 10-Q.



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/ Georges BenarrochPaul Russo

Georges Benarroch

Paul Russo

Chief Executive Officer, principal executive officer

principal

Date:  November 5, 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, 2018November 5, 2019


17




14