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, 2020

or

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

For the transition period from: _____________ to _____________

__________to __________

KYTO BIOPHARMA,TECHNOLOGY AND LIFE SCIENCE, INC.

(Exact name of registrant as specified in its charter)

FLORIDA

DELAWARE

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)
———————

(Former name, former address and former fiscal year, if changed since last report)

Title of each class

Trading Symbol

Exchange

Common stock

KBPH

OTC QB

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, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

[   ]

Large accelerated filer

☐ 

Accelerated filer

☐ 

[   ]

[   ]

Non-accelerated filer

☐ 

Smaller reporting company

☑ 

[X]

[   ]

Emerging Growth Companygrowth company

☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

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 30, 2020



KYTO BIOPHARMA, INC.

Technology and Life Science, Inc.

For the quarterly period ended December 31, 2017

June 30, 2020

INDEX

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Balance Sheets as of December 31, 2017June 30, 2020 (Unaudited) and March 31, 20172020

3

Unaudited Condensed Statements of Operations for the Three and Nine Months Ended December 31, 2017June 30, 2020 and 20162019

4

Unaudited Condensed Statements of Stockholders’ Equity for the Three Months Ended June 30, 2020 and 2019

5

Unaudited Condensed Statement of Stockholders’ Deficit for the Nine Months Ended December 31, 20175

Unaudited Condensed Statements of Cash Flows for the NineThree Months Ended December 31, 2017June 30, 2020 and 20162019

6

Schedule of Investments as of June 30, 2020 (Unaudited) and March 31, 2020

Notes to Unaudited Condensed Financial Statements

7

9

Item 2.

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

10

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

11

23

Item 4.

Controls and Procedures.

11

23

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

12

24

Item 1A.

Risk Factors.

24

Item 1A.Risk Factors. 12

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

12

24

Item 3.

Defaults Upon Senior Securities.

12

24

Item 4.

Mine Safety Disclosures

12

24

Item 5.

Other Information

24

Item 5.6.

Other Information

Exhibits

12

24

Signatures

Item 6.Exhibits13
Signatures14

26



ITEM 1. FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

Kyto Technology and Life Science, Inc.

Condensed Balance Sheets

 

 

June 30,

 

March 31,

 

 

2020

 

2020

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

$

126,329

$

33,756

Receivables

 

-

 

500

Investments

 

2,915,499

 

2,665,499

Total Assets

$

3,041,828

$

2,699,755

��

 

 

 

 

LIABILITIES AND  STOCKHOLDERS' EQUITY

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable & accrued liabilities

$

29,037

$

26,394

Accrued liabilities & loans - related party

 

8,000

 

5,750

Total Current Liabilities

 

37,037

 

32,144

 

 

 

 

 

Commitments and Contingencies

 

-

 

-

 

 

 

 

 

Stockholders'  Equity

 

 

 

 

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

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

  June 30, 2020 and March 31, 2020

 

-

 

-

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

  designated, 4,200,000  issued and outstanding

  as of June 30, 2020 and March 31, 2020

 

42,001

 

42,001

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

  designated, 1,281,250 and 812,500 issued and outstanding as of

  June 30, 2020 and March 31, 2020, respectively

 

12,188

 

8,125

Common stock, $.01 par value, 40,000,000 shares

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

  June 30, 2020 and March 31 2020

 

58,368

 

58,368

Additional paid-in capital

 

36,315,354

 

35,943,369

Accumulated deficit

 

(33,423,120)

 

(33,384,252)

Total Stockholders' Equity

 

3,004,791

 

2,667,611

 

 

 

 

 

Total Liabilities and  Stockholders' Equity

$

3,041,828

$

2,699,755

 

 

 

 

 

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



Kyto Technology and Life Science, Inc.

Condensed Statements of Operations

(Unaudited )

 

 

For the Three months Ended

June 30,

 

 

2020

 

2019

Revenue

$

500

$

3,250

Operating Expenses

 

 

 

 

General and administrative

 

39,368

 

204,848

Total Operating Expenses

 

39,368

 

204,848

 

 

 

 

 

Loss from Operations

 

(38,868)

 

(201,598)

Interest expense, net

 

-

 

-

 

 

 

 

 

Net Loss before taxes

 

(38,868)

 

(201,598)

Income (tax) benefit

 

-

 

-

 

 

 

 

 

Net Loss

$

(38,868)

$

(201,598)

Weighted average number of shares outstanding

 

 

 

 

  basic and diluted

 

5,836,832

 

5,836,832

 

 

 

 

 

Net loss per share - basic and diluted

$

(0.01)

$

(0.03)

 

 

 

 

 

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 Stockholders' Equity

(Unaudited)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2020

4,200,000

$

42,001

 

812,500

$

8,125

 

5,836,832

$

58,368

$

35,943,369

$

(33,384,252)

$

2,667,611

Net (loss) for the three months ended June 30, 2020

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(38,868)

 

(38,868)

Sale of Series B Preferred stock at $0.80 per share

-

 

-

 

468,750

 

4,063

 

-

 

-

 

370,937

 

-

 

375,000

Compensation expense on stock options

-

 

-

 

-

 

-

 

-

 

-

 

1,048

 

-

 

1,048

 

Balance,  June 30, 2020

4,200,000

$

42,001

 

1,281,250

$

12,188

 

5,836,832

$

58,368

$

36,315,354

$

(33,423,120)

$

3,004,791

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Kyto Technology and Life Science, Inc.

Condensed Statements of these unaudited condensed financial statements.

Cash Flows

(Unaudited)

 

 

For the three

months ended

 

For the three

months ended

 

 

June 30, 2020

 

June 30, 2019

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

Net loss

$

(38,868)

$

(201,598)

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

 

 

 

 

Option compensation expense

 

1,048

 

101

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

Receivables

 

500

 

-

Deferred fundraising expenses

 

-

 

(124,013)

Accounts payable and accrued liabilities

 

2,643

 

17,931

Net cash used in operating activities

 

(34,677)

 

(307,579)

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

 

Purchase of equity investments

 

(250,000)

 

(323,497)

Net cash used in investing activities

 

(250,000)

 

(323,497)

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

Proceeds from sales of Series A Preferred stock

 

-

 

865,000

Proceeds from sales of Series B Preferred stock

 

375,000

 

-

Advances from related party

 

2,250

 

(2,250)

Net cash provided by financing activities

 

377,250

 

862,750

 

 

 

 

 

Net increase in cash

 

92,573

 

231,674

 

 

 

 

 

Cash at beginning of period

 

33,756

 

93,634

Cash at end of period

$

126,329

$

325,308

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

Interest Paid

$

-

$

-

Taxes Paid

$

800

$

800

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities

$

-

$

-

 

 

 

 

 

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

Kyto Technology and Lif Science Inc

Schedule of these unaudited condensed financial statements.

investments

As of June 30, 2020

Portfolio Company

Industry

Investment and

approximate ownership

 

Cost

 

Fair

value

Percentage of

net assets

(a)

SAFE Investment – Not readily marketable

 

 

 

 

 

 

 

Cnote Group, Inc

Fintech

4.3 % ownership

$

51,500

$

51,500

1.71%

Mitre Medical Corp

Life Science

0.6 % ownership

 

75,000

 

75,000

2.50%

Total SAFE Investment – Not readily marketable

 

 

$

126,500

$

126,500

4.21%

 

 

 

 

 

 

 

 

Preferred Stock Investment – Not readily marketable

 

 

 

 

 

 

 

Shyft (FKA Crater Group Inc)

Technology

3.4 % ownership

$

51,500

$

51,500

1.71%

Colabs Inc

Life Science

5.0 % ownership

 

50,000

 

50,000

1.66%

Neuroflow Inc

Life Science

7.5 % ownership

 

150,000

 

150,000

4.99%

FemtoDX Inc

Life Science

42,436 series A preferred stock – 5.0 % ownership

 

100,000

 

100,000

3.33%

Deep Blue Medical Advances Inc

Life Science

10,431 series A preferred stock – 1.0 % ownership

 

49,997

 

49,997

1.66%

Otomagnetics Inc

Life Science

3.3 % ownership

 

100,000

 

100,000

3.33%

Trellis Bioscience LLC

Life Science

0.5 % ownership

 

50,000

 

50,000

1.66%

Valfix Medical Inc

Life Science

2.9 % ownership

 

50,000

 

50,000

1.66%

Trellis Bioscience LLC

Life Science

0.5 % ownership

 

50,000

 

50,000

1.66%

Lowell Therapeutics Inc

Life Science

5.0 % ownership

 

50,000

 

50,000

1.66%

Altis Biosystems Inc

Life Science

0.6% ownership

 

50,000

 

50,000

1.66%

 

 

 

 

 

 

 

 

Total Preferred Stock Investment – Not readily marketable

 

 

$

751,497

$

751,497

25.01%

 

 

 

 

 

 

 

 

Common Stock Investment – Not readily marketable

 

 

 

 

 

 

 

Boardwalk Tech

Technology

150,000 units of common stock and warrant – 4.9% ownership

$

73,500

$

73,500

2.45%

Total Common Stock Investment – Not readily marketable

 

 

$

73,500

$

73,500

2.45%

 

 

 

 

 

 

 

 

Other Investment – Not readily marketable

 

 

 

 

 

 

 

Exodos Life Sciences LP

Life Science

General Partnership Class A-1 Unit – 1.5 % ownership

$

206,000

$

206,000

6.86%

Enduralock LLC

Technology

Unit of LLC - 1.5 % ownership

 

30,000

 

30,000

1.00%

Green Sun Medical LLC

Life Science

Class A-1 units @ $22.80 per unit

 

50,000

 

50,000

1.66%

Green Sun Medical LLC

Life Science

Class A-1 units @ $22.80 per unit

 

25,000

 

25,000

0.83%

Green Sun Medical LLC

Life Science

Class A-1 units @ $22.80 per unit

 

25,000

 

25,000

0.83%

 

 

 

 

 

 

 

 

Total Other Investment – Not readily marketable

 

 

$

336,000

$

336,000

11.18%

 

 

 

 

 

 

 

 

Convertible Loan Investment – Not readily marketable

 

 

 

 

 

 

 

Seal Rock Therapeutics, Inc.

Life Science

Convertible note, 5%, no fixed term

$

78,000

$

78,000

2.60%

Achelios Therapeutics Inc.

Life Science

Convertible note, 8%, due December 31, 2021

 

100,000

 

100,000

3.33%

Sensing Electromagnetic Plus corp

Technology

Convertible note, 6%, due August 29, 2020

 

50,000

 

1

0.00%

INBay Technology Inc

Technology

Convertible note, 24%, due October 26, 2020

 

50,000

 

50,000

1.66%

Basepaws Inc

Technology

Convertible note, 1%, due April 30, 2020

 

50,000

 

50,000

1.66%

Kitotech Medical Inc

Life Science

Convertible note, 6%, due December 19, 2020

 

100,000

 

100,000

3.33%

Sensing Electromagnetic Plus corp

Technology

Convertible note, 5%, due January 24, 2021

 

11,048

 

1

0.00%

Cnote Group, Inc

Fintech

Convertible note, 4%, due December 18, 2020

 

50,000

 

50,000

1.66%

Promaxo, Inc.

Life Science

Convertible note, 8%, due September 1, 2020

 

250,000

 

250,000

8.32%

Shyft (FKA Crater Group Inc)

Technology

Convertible note, 8%, due March 18, 2020

 

50,000

 

50,000

1.66%

Achelios Therapeutics Inc.

Life Science

Convertible note, 8%, due December 31, 2021

 

25,000

 

25,000

0.83%

SageMedic  Corp

Life Science

Convertible note, 8%, due April 12, 2021

 

50,000

 

50,000

1.66%

Beam Semiconductor Inc

Technology

Convertible note, 8%, due June 30, 2020

 

150,000

 

150,000

4.99%

INBay Technology Inc

Technology

Convertible note, 12%, due July 9, 2021

 

30,000

 

30,000

1.00%

Lifewave Biomedical Inc

Life Science

Convertible note, 6%, due December 31, 2020

 

30,000

 

30,000

1.00%

Cyberdontics Inc

Life Science

Convertible note, 8%, due September 4, 2022

 

30,000

 

30,000

1.00%

Light Line Medical Inc

Life Science

Convertible note, 8%, due September 9, 2021

 

30,000

 

30,000

1.00%

Visgenx Inc

Life Science

Convertible note, 6%, due December 31, 2020

 

30,000

 

30,000

1.00%

Every Key Inc

Technology

Convertible note, 5%, due December 11, 2023

 

100,000

 

100,000

3.33%

Achelios Therapeutics Inc.

Life Science

Convertible note, 8%, due December 31, 2021

 

50,000

 

50,000

1.66%

Lifewave Biomedical Inc

Life Science

Convertible note, 6%, due December 31, 2020

 

70,000

 

70,000

2.33%

Light Line Medical Inc

Life Science

Convertible note, 8%, due February 10, 2022

 

70,000

 

70,000

2.33%

INBay Technology Inc

Technology

Convertible note, 12%, due February 21, 2022

 

50,000

 

50,000

1.66%

Cyberdontics Inc

Life Science

Convertible note, 8%, due February 27, 2023

 

35,000

 

35,000

1.16%

Xpan Inc

Life Science

Convertible note, 8%, due March 4, 2022

 

50,000

 

50,000

1.66%

Beam Semiconductor Inc

Technology

Convertible note, 8%, due March 5, 2021

 

50,000

 

50,000

1.66%

Xpan Inc

Life Science

Convertible note, 8%, due March 4, 2022

 

25,000

 

25,000

0.83%

Xpan Inc

Life Science

Convertible note, 8%, due March 4, 2022

 

25,000

 

25,000

0.83%

 

 

 

 

 

 

 

 

Total Convertible Loan Investment - Not readily marketable

 

 

 

1,689,048

 

1,628,002

54.18%

 

 

 

 

 

 

 

 

Total

 

 

$

2,976,545

$

2,915,499

97.03%

 

 

 

 

 

 

 

 

(a) Percentages are based on net assets of $3,004,791 as of June 30, 2020



 
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

Kyto Technology and Lif Science Inc

Schedule of these unaudited condensed financial statements.

investments

As of March 31, 2020

Portfolio Company

Industry

Investment and approximate ownership

 

Cost

 

Fair

value

Percentage

of net assets

(a)

SAFE Investment - Not readily marketable

 

 

 

 

 

 

 

Cnote Group, Inc

Fintech

4.3 % ownership

$

51,500

$

51,500

1.9%

Mitre Medical Corp

Life Science

0.6 % ownership

 

75,000

 

75,000

2.8%

Total SAFE Investment - Not readily marketable

 

 

$

126,500

$

126,500

4.7%

 

 

 

 

 

 

 

 

Preferred Stock Investment - Not readily marketable

 

 

 

 

 

 

 

Shyft (FKA Crater Group Inc)

Technology

3.4 % ownership

$

51,500

$

51,500

1.9%

Colabs Inc

Life Science

5.0 % ownership

 

50,000

 

50,000

1.9%

Neuroflow Inc

Life Science

7.5 % ownership

 

150,000

 

150,000

5.6%

FemtoDX Inc

Life Science

42,436 series A preferred stock - 5.0 % ownership

 

100,000

 

100,000

3.7%

Deep Blue Medical Advances Inc

Life Science

10,431 series A preferred stock - 1.0 % ownership

 

49,997

 

49,997

1.9%

Otomagnetics Inc

Life Science

3.3 % ownership

 

100,000

 

100,000

3.7%

Trellis Bioscience LLC

Life Science

0.5 % ownership

 

50,000

 

50,000

1.9%

Valfix Medical Inc

Life Science

2.9 % ownership

 

50,000

 

50,000

1.9%

Trellis Bioscience LLC

Life Science

0.5% ownership

 

50,000

 

50,000

1.9%

Total Preferred Stock Investment - Not readily marketable

 

 

$

651,497

$

651,497

24.4%

 

 

 

 

 

 

 

 

Common Stock Investment - Not readily marketable

 

 

 

 

 

 

 

Boardwalk Tech

Technology

150,000 units of common stock and warrant - 4.9% ownership

$

73,500

$

73,500

2.8%

Total Common Stock Investment - Not readily marketable

 

 

$

73,500

$

73,500

2.8%

 

 

 

 

 

 

 

 

Other Investment - Not readily marketable

 

 

 

 

 

 

 

Exodos Life Sciences LP

Life Science

General Partnership Class A-1 Unit - 1.5 % ownership

$

206,000

$

206,000

7.7%

Enduralock LLC

Technology

Unit of LLC - 1.5 % ownership

 

30,000

 

30,000

1.1%

Total Other Investment - Not readily marketable

 

 

$

    236,000

$

    236,000

8.8%

 

 

 

 

 

 

 

 

Convertible Loan Investment - Not readily marketable

 

 

 

 

 

 

 

Seal Rock Therapeutics, Inc.

Life Science

Convertible note, 5%, no fixed term

$

78,000

$

78,000

2.9%

Achelios Therapeutics Inc.

Life Science

Convertible note, 8%, due December 31, 2021

 

100,000

 

100,000

3.7%

Sensing Electromagnetic Plus corp

Technology

Convertible note, 6%, due August 29, 2020

 

50,000

 

1

0.0%

INBay Technology Inc

Technology

Convertible note, 24%, due October 26, 2020

 

50,000

 

50,000

1.9%

Basepaws Inc

Technology

Convertible note, 1%, due April 30, 2020

 

50,000

 

50,000

1.9%

Kitotech Medical Inc

Life Science

Convertible note, 6%, due December 19, 2020

 

100,000

 

100,000

3.7%

Sensing Electromagnetic Plus corp

Technology

Convertible note, 5%, due January 24, 2021

 

11,048

 

1

0.0%

Cnote Group, Inc

Fintech

Convertible note, 4%, due December 18, 2020

 

50,000

 

50,000

1.9%

Promaxo, Inc.

Life Science

Convertible note, 8%, due September 1, 2020

 

250,000

 

250,000

9.4%

Shyft (FKA Crater Group Inc)

Technology

Convertible note, 8%, due March 18, 2020

 

50,000

 

50,000

1.9%

Achelios Therapeutics Inc.

Life Science

Convertible note, 8%, due December 31, 2021

 

25,000

 

25,000

0.9%

SageMedic Corp

Life Science

Convertible note, 8%, due April 12, 2021

 

50,000

 

50,000

1.9%

Beam Semiconductor Inc

Technology

Convertible note, 8%, due June 30, 2020

 

150,000

 

150,000

5.6%

INBay Technology Inc

Technology

Convertible note, 12%, due July 9, 2021

 

30,000

 

30,000

1.1%

Lifewave Biomedical Inc

Life Science

Convertible note, 6%, due December 31, 2020

 

30,000

 

30,000

1.1%

Cyberdontics Inc

Life Science

Convertible note, 8%, due September 4, 2022

 

30,000

 

30,000

1.1%

Light Line Medical Inc

Life Science

Convertible note, 8%, due September 9, 2021

 

30,000

 

30,000

1.1%

Visgenx Inc

Life Science

Convertible note, 6%, due December 31, 2020

 

30,000

 

30,000

1.1%

Every Key Inc

Technology

Convertible note, 5%, due December 11, 2023

 

100,000

 

100,000

3.7%

Achelios Therapeutics Inc.

Life Science

Convertible note, 8%, due December 31, 2021

 

50,000

 

50,000

1.9%

Lifewave Biomedical Inc

Life Science

Convertible note, 6%, due December 31, 2020

 

70,000

 

70,000

2.6%

Light Line Medical Inc

Life Science

Convertible note, 8%, due February 10, 2022

 

70,000

 

70,000

2.6%

INBay Technology Inc

Technology

Convertible note, 12%, due February 21, 2022

 

50,000

 

50,000

1.9%

Cyberdontics Inc

Life Science

Convertible note, 8%, due February 27, 2023

 

35,000

 

35,000

1.3%

Xpan Inc

Life Science

Convertible note, 8%, due March 4, 2022

 

50,000

 

50,000

1.9%

Beam Semiconductor Inc

Technology

Convertible note, 8%, due March 5, 2021

 

50,000

 

50,000

1.9%

Total Convertible Loan Investment - Not readily marketable

 

 

 

1,639,048

 

1,578,002

59.2%

 

 

 

 

 

 

 

 

Total

 

 

$

2,726,545

$

2,665,499

99.9%

 

 

 

 

 

 

 

 

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



KYTO BIOPHARMA,TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2017

June 30, 2020

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. In July 2019, the Company was re-incorporated as a Delaware company. The Company is a biopharmaceutical company,operates virtually, from public locations, or the homes of its officers and not lease any office space.

The Company was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other 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. Generally, the Company’s investments represent less than 5% ownership interests, and the Company therefore has no effective control or influence over the management or commercial decisions of the Companies in which it invests. The Company plans to generate revenue from realised gains from the sale of the businesses in which it has settledinvested. Generally, it is expected that investments will be realised from an exit within a period of four years following investment. Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. In 2018, the strategy,Company developed a business plan to make investments in early stage private companies. At March 31, 2020, management determined that the Company was an investment company for purposes of ASC 946 disclosure, and committed to follow the specialized accounting and reporting guidance of contained therein. Other than making its initial investments in its portfolio companies, the Company does not provide any financial support to any of its investees.

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 contractual compensation for his services in the form of cash. In the year ended March 31, 2020 he was granted 800,000 stock options as incentive compensation and an ex gratia bonus of $216,000 in recognition of his performance in raising funding, performance of due diligence, and making investments.

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 approximately $126,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of September 2020. The average monthly expenses for the three months ended June 30, 2020 were approximately $13,000 per month so the Company has sufficient cash to fund its operations through the close of its Series B round 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 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 is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations. However, there is no assurance that the Company will developbe able to continue as a plangoing concern, and stay at home orders, and general economic uncertainties arising out of the current Covid-19 epidemic create additional delay and uncertainty.



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

(A)BASIS OF PRESENTATION  

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for an acquisitioninterim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three months ended June 30, 2020 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2020, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2020

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

The company’s financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its goal.

Activities duringinvestments at fair value with changes in fair value recognized in earnings. Additionally, the development stage include acquisitioncompany will not apply consolidation or equity method of financingaccounting to its investments. The company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The company does not currently plan to elect to carry its liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities.

The financial information associated with the June 30, 2020 and intellectual propertiesMarch 31, 2020 financial statements contain all adjustments and researcheliminations, consisting of only normal recurring adjustments, necessary for a fair presentation in accordance with GAAP.

(B)REVENUE RECOGNITION 

The Company derives revenue from the sale of investments and developmentoccasional 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 conducted by othersupon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies to provide the basis for impairment reviews, and forecasting future revenue and fund raising needs.

(C)INCOME TAXES 

The Company accounts for income taxes under contracts.

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

(D)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.



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

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

Significant estimates during 2017the three months ended June 30, 2020 and March 31, 2020 include the valuation allowance of investment valuation, deferred tax assets.

asset, tax valuation allowance, stock options and warrants.

(E)CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at December 31, 2017June 30, 2020 and March 31, 2017,2020, respectively.

(F)CONCENTRATIONS

The Company maintains its cash in bank checking and deposit accounts, which, at times, may exceed federally insured limits. As of DecemberJune 30, 2020 and March 31, 2017,2020, the Company did not have any deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2017June 30, 2020 and March 31, 2017,2020, respectively.

(G)STOCK-BASED COMPENSATION 

Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” requires generally that all equity awards granted to employees and consultants be accounted for at “fair value.” This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company has obtainedgranted 120,000 and continues0 options to obtain a large amount of its funding from loansconsultants and equity funding from a principal stockholder related to a director ofadvisors during the Company.

three months ended June 30, 2020 and June 30, 2019, respectively.

(H)NET LOSS PER COMMON SHARE

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

Number of shares used in calculation of diluted EPS

Common stock

5,836,832

Series A preferred stock

4,200,000

Series B preferred stock

1,281,250

Stock option

1,490,000

Warrant

4,200,000

17,008,082

(I)INVESTMENT AND VALUATION OF INVESTMENT AT FAIR VALUE 

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

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



KYTO BIOPHARMA,TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2017

June 30, 2020

NOTE 2 – INTERIM REVIEW REPORTING

The accompanying unaudited condensed financial statements of Kyto Biopharma, Inc. (the "Company") have been prepared pursuant- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the rules and regulations of the Securities and Exchange Commission (the "SEC”). Certain information and footnote disclosures, normally includedprice in financial statements prepared in accordance with accounting principles generally acceptedan orderly transaction between market participants to sell an asset or transfer a liability in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless,market in which 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 position of the Company with respect to the interim unaudited condensed financial statements and the results of its operationsreporting entity would transact 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, the Company has a working capital deficiency of $289,991, an accumulated deficit of $32,353,781, and a stockholders' deficit of $289,991 as of December 31, 2017. The ability of the Company to continue as a going concern is dependent on the Company's ability to devise a strategy and produce a business plan. The unaudited condensed financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
asset or liability.

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

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

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

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

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

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

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

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

(J)SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS 

In March 2020, the Company is highly dependent upon debtadopted Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity funding. The Company must successfully completemethod of accounting to its research and development resulting in a saleable product. However, there is no assurance that once the development of the product is completed and finally gains Federal Drug and Administration clearance, that the Company will achieve a profitable level of operations.

NOTE 4 ACCOUNTING STANDARDS UPDATES
Significant Recent Accounting Pronouncements
investments.

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



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

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

(K)VOLUNTARY CHANGE IN ACCOUNTING PRINCIPLE 

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

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

 

 

June 30, 2019

 

 

Prior to

 

Effect of

 

 

 

 

Change

 

Change

 

Adjusted

Cash

$

325,308

$

-

$

325,308

Receivable

 

1,000

 

-

 

1,000

Investment

 

-

 

1,821,545

 

1,821,545

Deferred fundraising expenses

 

124,013

 

-

 

124,013

Current assets

 

450,321

 

1,821,545

 

 

 

 

 

 

 

 

 

Investment

 

1,821,545

 

(1,821,545)

 

-

Total assets

$

2,271,866

$

-

$

2,271,866

There have been no further changes in the three months ended June 30, 2020.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies.

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, 2017June 30, 2020 and March 31, 2017,2020, the Company had accrued and owed $89,067$8,000 and $68,107,$5,750, respectively, to a related partyofficers of the Company. Company for service fees, telephone and car allowance.

NOTE 5 INVESTMENTS

The loans are non-interest bearing, unsecured and due on demand. The loans are included in loans payable, related party onfollowing table summarizes 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, 2017Company’s investment portfolio at June 30, 2020 and March 31, 2017, the remaining balance in the accrued liabilities-related party account for the above services was $196,000 and $148,000, respectively.
2020.

 

 

June 30, 2020

 

March 31, 2020

Number of portfolio companies

 

31

 

 

28

 

Fair value

$

2,915,499

 

$

2,665,499

 

Cost

$

2,976,545

 

 

2,726,545

 

% of portfolio at fair value

 

 

 

 

 

 

Convertible notes

 

1,578,002

54%

 

1,528,002

57%

Preferred stock

 

801,497

27%

 

701,497

26%

Common stock

 

126,500

4%

 

126,500

5%

SAFE

 

73,500

3%

 

73,500

3%

Other ownership units

 

336,000

12%

 

236,000

9%

Total

$

2,915,499

100%

 

2,665,499

100%



KYTO BIOPHARMA,TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December

June 30, 2020

NOTE 5 INVESTMENTS (CONTINUED)

Our investment portfolio represents approximately 97.0% of our net assets at June 30, 2020 and 99.9% at March 31, 2017

NOTE 6EQUITY
(A)
PREFERRED STOCK
As2020 Investments in early stage start up private operating entities, are valued based on available metrics, such as relevant market multiples and comparable company valuations, company specific-financial data including actual and projected results and independent third party valuation estimates.

The following table presents fair value measurements of December 31, 2017,investments, by major class, as of June 30, 2020 and March 31, 2017,2020, according to the fair value hierarchy:

June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Level 1

 

Level 2

 

Level 3

 

Total

Corporate convertible loan

 

$

-

 

$

-

 

$

1,628,002

 

$

1,628,002

Corporate equity investments

 

 

-

 

 

-

 

 

1,287,497

 

 

1,287,497

Total investments, at fair value

 

$

-

 

$

-

 

$

2,915,499

 

$

2,915,499

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Level 1

 

Level 2

 

Level 3

 

Total

Corporate convertible loan

 

$

-

 

$

-

 

$

1,578,002

 

$

1,578,002

Corporate equity investments

 

 

-

 

 

-

 

 

1,087,497

 

 

1,087,497

Total investments, at fair value

 

$

-

 

$

-

 

$

2,665,499

 

$

2,665,499

We focus on making our investments in the United States, Canada and Israel. The investment in Canada and Israel were denominated and can be settled in USD.

As of June 30, 2020

 

 

 

 

 

 

 

 

America

 

Canada

 

Israel

 

Total

Fair value beginning of period

$

2,170,499

 

$

245,000

 

$

250,000

 

$

2,665,499

New investments

 

200,000

 

 

50,000

 

 

-

 

 

250,000

Proceeds from sale of investments

 

-

 

 

-

 

 

-

 

 

-

Realized gains

 

-

 

 

-

 

 

-

 

 

-

Write down of investment

 

-

 

 

-

 

 

-

 

 

-

Fair value June 30, 2020

$

2,370,499

 

$

295,000

 

$

250,000

 

$

2,915,499

 

As of March 31, 2020

 

 

 

 

 

 

 

 

America

 

Canada

 

Israel

 

Total

Fair value beginning of year

$

1,448,048

 

$

50,000

 

$

-

 

$

1,498,048

New investments

 

783,497

 

 

195,000

 

 

250,000

 

 

1,228,497

Proceeds from sale of investments

 

-

 

 

-

 

 

-

 

 

-

Realized gains

 

-

 

 

-

 

 

-

 

 

-

Write down of investment

 

(61,046)

 

 

-

 

 

-

 

 

(61,046)

Fair value March 31, 2020

$

2,170,499

 

$

245,000

 

$

250,000

 

$

2,665,499



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

NOTE 5 INVESTMENTS (CONTINUED)

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

As of June 30, 2020

 

 

 

 

 

 

 

 

Fintech

 

Technology

 

Life science

 

Total

Fair value beginning of period

$

101,500

 

$

685,002

 

$

1,878,997

 

$

2,665,499

New investments

 

-

 

 

-

 

 

250,000

 

 

250,000

Proceeds from sale of investments

 

-

 

 

-

 

 

-

 

 

-

Realized gains

 

-

 

 

-

 

 

-

 

 

-

Write down of investment

 

-

 

 

-

 

 

-

 

 

-

Fair value June 30, 2020

$

101,500

 

$

685,002

 

$

2,128,997

 

$

2,915,499

 

 

 

 

 

 

 

 

As of March 31, 2020

 

 

 

 

 

 

 

 

Fintech

 

Technology

 

Life science

 

Total

Fair value beginning of year

$

101,500

 

$

262,548

 

$

1,134,000

 

$

1,498,048

New investments

 

-

 

 

483,500

 

 

744,997

 

 

1,228,497

Proceeds from sale of investments

 

-

 

 

-

 

 

-

 

 

-

Realized gains

 

-

 

 

-

 

 

-

 

 

-

Write down of investment

 

-

 

 

(61,046)

 

 

-

 

 

(61,046)

Fair value March 31, 2020

$

101,500

 

$

685,002

 

$

1,878,997

 

$

2,665,499

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

 

 

Convertible

notes

 

Preferred

stock

 

Common

stock

 

SAFEs

 

Other

ownership

interests

 

Total

As of June 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Fair value beginning of period

$

1,528,002

$

701,497

$

126,500

$

73,500

$

236,000

$

2,665,499

New investments

 

50,000

 

100,000

 

-

 

-

 

100,000

 

250,000

Proceeds from sale of investments

 

-

 

-

 

-

 

-

 

-

 

-

Realized gains

 

-

 

-

 

-

 

-

 

-

 

-

Write down of investment

 

-

 

-

 

-

 

-

 

-

 

-

Fair value June 30, 2020

$

1,578,002

$

801,497

$

126,500

$

73,500

$

336,000

$

2,915,499

 

 

Convertible

notes

 

Preferred

stock

 

Common

stock

 

SAFEs

 

Other

ownership

interests

 

Total

As of March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

Fair value beginning of year

$

764,048

$

401,500

$

126,500

$

-

$

206,000

$

1,498,048

New investments

 

825,000

 

299,997

 

-

 

73,500

 

30,000

 

1,228,497

Proceeds from sale of investments

 

-

 

-

 

-

 

-

 

-

 

-

Realized gains

 

-

 

-

 

-

 

-

 

-

 

-

Write down of investment

 

(61,046)

 

-

 

-

 

-

 

-

 

(61,046)

Fair value March 31, 2020

$

1,528,002

$

701,497

$

126,500

$

73,500

$

236,000

$

2,665,499



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

NOTE 6– EQUITY

(A)PREFERRED STOCK 

Series A

As of June 30, 2020 and March 31, 2020, there are 2,000,0004,200,000 shares authorizedof Series A preferred stock (“Series A”) designated at a par value of $.01 per share. These shares were sold as investment Units at $0.80 per Unit in a private placement to accredited investors. The Units consist of one Series A share and no preferred sharesone warrant per Unit. The Series A can either be converted at the option of the holder into Common Shares at a conversion price of $0.80 per share or it shall be converted upon listing of the Company issued and outstanding.

(B)
COMMON STOCK
on Nasdaq, NYSE or OTC markets or can 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 currently $1.60 per share). The shares of Series A shall be non-voting. As of December 31, 2017,June 30, 2020 and March 31, 2017, 3,139,7472020, there are 4,200,000 shares of Series A outstanding.

Series B

As of June 30, 2020 and March 31, 2020, there are, 6,000,000 shares of Series B preferred stock (“Series B”) designated at a par value of $.01 per share. These shares were sold in a private placement to accredited investors. The Series B can either be converted at the option of the holder into Common Shares at a conversion price of $0.80 per share or it shall be converted upon listing of the Company on Nasdaq, NYSE or OTC markets or the closing of one or more of a series financings resulting in aggregate proceeds of $10,000,000. In the event the Company issues additional securities at a purchase price less than the current conversion price, the conversion price shall be adjusted as defined. In the event of any liquidation or winding up of the Company, the holders of the Series B shall be entitled to receive in preference to the holders of Series A and Common Shares, a per share amount equal to the greater of i) one time (1x) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference – currently $0.80 per share) or ii) such amount per share as would have been payable had all shares of Series B been converted into common stock immediately prior to such liquidating event. The shares of Series B shall be voting on an as-converted basis with the common stock. As of June 30, 2020 and March 31, 2020, there are, respectively, 1,281,250 and 812,500 shares of Series B outstanding.

(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 June 30, 2020, and March 31, 2020 a total of 5,836,832 shares of the Company’s common stock were issued and outstanding. The Company sold 468,750 shares of Series B preferred for $375,000 during the three months ended June 30, 2020.

(C)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 July 2019, the majority of the shareholders of the Company approved the introduction of the Kyto Technology and Life Science 2019 Stock Option and Incentive Plan (“Plan”), and reserved 2 million shares for issuance to directors, officers, consultants and advisors. During the three months ended June 30, 2020, and June 30, 2019, the Company issued a total of 120,000 and 0 non-qualified stock options to consultants and advisors vesting over terms of two years.



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

NOTE 6– EQUITY (CONTINUED)

 

Number of

options granted

Weighted

average

exercise price

Weighted

average

remaining life

years

Outstanding March 31, 2019

-

$         -

-

Granted

1,370,000

0.033

2.32

Exercised

-

-

-

Cancelled

-

-

-

Outstanding March 31, 2020

1,370,000

$ 0.033

2.32

Granted

120,000

0.033

2.00

Exercised

-

-

-

Cancelled

-

-

-

Outstanding June 30, 2020

1,490,000

$ 0.033

1.73

 

 

 

 

Exercisable March 31, 2020

619,863

$   0.03

1.42

Exercisable June 30, 2020

827,988

$   0.03

1.59

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.

 

 

June 30,

2020

Stock Price at grant date

$

0.033

Exercise Price

$

0.033

Term in Years

 

232

Volatility assumed

 

71%

Annual dividend rate

 

0.0%

Risk free discount rate

 

2.00%

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, 2020 and 2019, the Company amortised $1,048 and $101, respectively, as option expense. The intrinsic value of outstanding options at June 30, 2020 was $20,132, and $7,194 of the option expense upon grant remained unamortized at June 30, 2020.



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

NOTE 6– EQUITY (CONTINUED)

(D)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. The Company values the warrantsusing the Black Scholes model, with appropriate assumptions for warrant life, stock value, risk free interest rate, and volatility.

 

 

Number of

Warrants

 

Weighted

Average

Exercise price

Weighted

Average

Remaining life

in years

Outstanding March 31, 2019

$

2,612,500

 

 

2.4

Granted

$

1,587,500

$

1.20

3.0

Exercised

 

-

 

 

 

Cancelled

 

-

 

 

 

Outstanding March 31, 2020

 

4,200,000

$

1.20

1.9

Granted

 

-

$

-

-

Exercised

 

-

 

 

 

Cancelled

 

-

 

 

 

Outstanding June 30, 2020

 

4,200,000

$

1.20

1.7

 

 

 

 

 

 

Exercisable March 31, 2020

 

4,200,000

$

1.20

 

Exercisable June 30, 2020

 

4,200,000

$

1.20

 

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

 

 

June 30,

2020

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, 2020 was 1.7 years. The intrinsic value of outstanding warrants at June 30, 2020 was $0.



KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2020

NOTE 7 – FINANCIAL HIGHLIGHTS

 

 

June 30,

2020

 

 

June 30,

2019

Net asset value per share (a)

$

0.51

 

$

0.38

Net loss per share (a)

$

0.01

 

$

0.03

Net realized and unrealized gain (loss) on investments per share (a)

$

-

 

$

-

 

 

 

 

 

 

Ratios and Supplemental Data

 

 

 

 

 

Net assets, end of period

$

3,004,791

 

$

2,227,235

 

 

 

 

 

 

Common shares outstanding, end of period

 

5,836,832

 

 

5,836,832

 

 

 

 

 

 

Total operating expenses/net assets

 

1.3

%

 

9.2

Net loss/net assets

 

1.3

%

 

9.1

Interest expense and bank fees

 

-

%

 

-

 

 

 

 

 

 

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

NOTE 78 - SUBSEQUENT EVENTS

None

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
PLAN OF OPERATIONS
The report

Subsequent to June 30, 2020 the Company has sold $225,000 of our Independent Registered Public Accounting firm datedSeries B Preferred and invested $75,000 in additional investments.  

During the three months ended June 29, 2017 on our March 31, 2017 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability30, 2020, the Company was subject to continue as a going concern due to substantial recurring losses from operations, cash usedshelter in operations, stockholders’ deficit, significant accumulated deficit and working capital deficit. Our ability to continue as a going concern will be determinedplace regulations imposed by our ability to obtain additional financing and maintain operations. Currently we dothe State of California in mitigation of the spread of the Corona 19 virus. Since the Company does not have sufficient financial resourcesany dedicated office space and works virtually from the homes of its officers, there was no major disruption in working routines which continued by video and teleconference. Uncertainty arising from Covid 19 created a slow down in the rate at which the Company was able to fund our operations. Therefore, we need additional fundsraise Series B funding, and thereby continue to continue these operations.make investments, however the Company did see a reduction in travel and investor relations expenses during the period. The Company operateshas 31 discrete investments in a rapidly changing environment that involves a numberrange of factors, somedifferent industry and geographic segments, many of which are beyond management’s control, suchin the life science and medical space. While there is clearly a risk that our portfolio companies may be adversely affected in their ability to raise future funding or do business, there have been no management reports revealing major problems and some of our portfolio companies may actually benefit from new opportunities created. We believe that our policy of spreading our investments in relatively small amounts over a large number of portfolio companies helps mitigate some of the risk that might be suffered by any of our investments.



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

PLAN OF OPERATIONS

Kyto Technology and Life Science, Inc. was formed as financial market trends and investors’ appetite for new financings. It should be emphasized that, shoulda Florida corporation on March 5, 1999 under the name of B Twelve 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. In July 2019, the Company was re-incorporated as a Delaware company. The symbol, KBPH,Company operates virtually, from public locations, or the homes of its officers and not lease any office space.

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

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 agreeda consultant to by OTCQB.

the Company and does not receive contractual compensation for his services in the form of cash. In conjunctionthe year ended March 31, 2020 he was granted 800,000 stock options as incentive compensation and an ex gratia bonus of $216,000 in recognition of his performance in raising funding, performance of due diligence, and making investments.

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 approximately $126,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of September 2020. The average monthly expenses for the closingthree months ended June 30, 2020 were approximately $13,000 per month so the Company has sufficient cash to fund its operations through the close of its Series B round 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 is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations. However, there is no assurance that the Company will be able to continue as a change to the Officersgoing concern, and Directors of KPBH. The officersstay at home orders, and directors of KBPH at closinggeneral economic uncertainties arising out 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
current Covid-19 epidemic create additional l delay and uncertainty.

Results of Operations

Revenue: In the three months ended June 30, 2020 and June 30, 2019, the Company billed $500 and $3,250, respectively 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. In the three months ended June 30, 2020 and June 30, 2019, the Company incurred General and administration expenses of $39,368 and $204,848, of which executive bonus was $4 and $160,000, respectively.

For the three months ended December 31, 2017June 30, 2020 and 2019, the Company’s net loss attributable to common shareholders decreased by $6,946 to $24,133was $38,868 and $201,598, respectively.



Liquidity and Capital Resources

The Company had net assets of $3,004,791 and $2,667,611 at June 30, 2020 and March 31, 2020, respectively. Cash was $126,329 and $33,756 as at June 30, 2020 and March 31, 2020, respectively.

Cash from operating activities

The Company used net cash of $34,677 in operations during the three months ended June 30, 2020 compared to a net loss of $31,079$307,579 used in operations for the three months ended December 31, 2016.

ForJune 30, 2019. Main reasons for the ninehigher level in 2019 was the payment of a $160,000 executive bonus and $124,000 deferred fundraising expenses in the three months ended December 31, 2017June 30, 2019.

Cash from investing activities

The Company used net cash of $250,000 in investing activities in the Company’s net loss attributable to common shareholders decreased by $6,273 to $63,862three months ended June 30, 2020 compared to a net loss of $70,135 for$323,497 in the ninethree months ended December 31, 2016.

Liquidity and Capital Resources
June 30, 2019. The Company had working capital deficitslower level of $289,991 as of December 31, 2017 and $226,129 as of March 31, 2017. Cash was $76 as of December 31, 2017, and Nil as of March 31, 2017.
Cash from operating activities
The Company’s net cash usedinvestment in operations decreased by $8,425 to $20,884 for the ninethree months ended December 31, 2017 compared to netJune 30, 2020 was the result of a slower rate of raising cash usedfrom sale of stock and the resulting delay in operations of $29,309 forfinding and making suitable investments in the ninethree months ended December 31, 2016.

June 30, 2020.

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$377,250 in the ninethree months ended December 31, 2016.

June 30, 2020 compared to $862,750 in the three months ended June 30, 2019. This inflow included $375,000 proceeds from the sale of preferred stock in the three months ended June 30, 2020 compared to $865,000 in the corresponding prior period. The Company also generated $2,250 of advances from related parties in the three months ended June 30, 2020, 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 to use this funding to fund additional investments as they become available, and to cover operating expenses.

CRITICAL ACCOUNTING POLICIES

USE OF ESTIMATES

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

Significant estimates during the three months ended June 30, 2020 and March 31, 2020 include the valuation of investment valuation, deferred tax asset, tax valuation allowance, stock options and warrants.

INVESTMENT AND VALUATION OF INVESTMENT AT FAIR VALUE

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

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

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



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

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

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

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

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

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

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

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of filing of this Quarterly Report on Form 10-Q, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

IMPACT OF INFLATION

The Company does not foresee any implications being created by the current rate of inflation.



CONTRACTUAL OBLIGATION

The Company has no contractual obligations outside the normal course of business with the U.S. Securitiesits vendors, advisors, and Exchange Commission, the Company did receive a commitment of one of its stockholders to continue to provide operating loan funds to the Company.

consultants.

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, 2020 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, 2020. 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, 2020, 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

Not applicable

ITEM 5.OTHER INFORMATION

None

ITEM 6.EXHIBITS

Index to Exhibits on page 13

25



INDEX TO EXHIBITS

EXHIBIT

NUMBER

DESCRIPTION

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

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

3 (i)(b) Delaware incorporation and revised articles of incorporation .* *

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]. **
Services Agreement between Kyto Biopharma, Inc. and Gerard Serfati [dated November 1, 2004]***

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.
10-K or 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/ Paul Russo

By:  

/s/ Georges Benarroch
Georges Benarroch

Paul Russo

Chief Executive Officer, principal executive officer,

principal

Date: August 3, 2020

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, 2018August 3, 2020


26




14