Document and Entity Information
Document and Entity Information - $ / shares | Nov. 05, 2019 | Sep. 30, 2019 |
Details | ||
Registrant Name | Kyto Technology & Life Science, Inc. | |
Registrant CIK | 0001164888 | |
Fiscal Year End | --03-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | FL | |
Entity File Number | 000-50390 | |
Entity Tax Identification Number | 65-1086538 | |
Entity Address, Address Line One | 13050 Paloma Road | |
Entity Address, City or Town | Los Altos Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94022 | |
Entity Address, Address Description | Address of Principal Executive Office | |
City Area Code | 408 | |
Local Phone Number | 313 5830 | |
Phone Fax Number Description | Registrant’s telephone number, including area code | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,836,832 | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 |
Condensed Balance Sheets (Septe
Condensed Balance Sheets (September 30, 2019) Unaudited) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Current Assets | ||
Cash | $ 238,427 | $ 93,634 |
Receivables | 4,300 | 1,000 |
Deferred fundraising expenses | 224,596 | 0 |
Total Current Assets | 467,323 | 94,634 |
Investments | 2,110,499 | 1,498,048 |
Total Assets | 2,577,822 | 1,592,682 |
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 | 0 | 0 |
Stockholders' Equity | ||
Common Stock, Value, Issued | 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 |
Series A Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock, Value, Issued | 42,000 | 26,125 |
Series B Preferred Stock | ||
Stockholders' Equity | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Condensed Balance Sheets (Sep_2
Condensed Balance Sheets (September 30, 2019) Unaudited) - Parenthetical - $ / shares | Sep. 30, 2019 | Mar. 31, 2019 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 5,836,832 | 5,836,832 |
Common Stock, Shares, Outstanding | 5,836,832 | 5,836,832 |
Authorized but not designated | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 19,800,000 | 19,800,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 4,200,000 | 4,200,000 |
Preferred Stock, Shares Issued | 4,200,000 | 2,612,500 |
Preferred Stock, Shares Outstanding | 4,200,000 | 2,612,500 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 6,000,000 | 6,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Condensed Unaudited Statements
Condensed Unaudited Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Details | ||||
Revenue from sale of services | $ 5,700 | $ 0 | $ 8,950 | $ 0 |
Operating Expenses | ||||
General and administrative | 65,053 | 62,357 | 269,901 | 98,198 |
Write-down of investments to market value | 61,046 | 0 | 61,046 | 0 |
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 | 0 | (25) | 0 | (25) |
Net Loss before taxes | (120,399) | (62,382) | (321,997) | (98,223) |
Net income (tax) benefit | 0 | 0 | 0 | 0 |
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) |
Condensed Unaudited Statement_2
Condensed Unaudited Statements of Shareholders' Equity - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total | Series A Preferred Stock | Series B Preferred Stock |
Equity Balance, Starting at Mar. 31, 2018 | $ 31,397 | $ 32,032,393 | $ (32,380,746) | $ (316,956) | $ 0 | $ 0 |
Shares Outstanding, Starting at Mar. 31, 2018 | 3,139,747 | 0 | 0 | |||
Net Income (Loss) | $ 0 | 0 | (98,223) | (98,223) | $ 0 | $ 0 |
Stock Issued During Period, Value, New Issues | $ 0 | 740,625 | 0 | 750,000 | $ 9,375 | $ 0 |
Stock Issued During Period, Shares, New Issues | 0 | 937,500 | 0 | |||
Compensation expense on stock options | $ 0 | 3,908 | 0 | 3,908 | $ 0 | $ 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 0 | 316,000 | 0 | 320,000 | $ 4,000 | $ 0 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 0 | 400,000 | 0 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 18,880 | (7,552) | 0 | 11,328 | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,887,956 | 0 | 0 | |||
Shares Outstanding, Ending at Sep. 30, 2018 | 5,027,703 | 1,337,500 | 0 | |||
Equity Balance, Ending at Sep. 30, 2018 | $ 50,277 | 33,085,374 | (32,478,969) | 670,057 | $ 13,375 | $ 0 |
Equity Balance, Starting at Mar. 31, 2018 | $ 31,397 | 32,032,393 | (32,380,746) | (316,956) | $ 0 | $ 0 |
Shares Outstanding, Starting at Mar. 31, 2018 | 3,139,747 | 0 | 0 | |||
Shares Outstanding, Ending at Mar. 31, 2019 | 5,836,832 | 2,612,500 | 0 | |||
Equity Balance, Ending at Mar. 31, 2019 | $ 58,368 | 34,090,092 | (32,610,853) | 1,563,732 | $ 26,125 | $ 0 |
Equity Balance, Starting at Jun. 30, 2018 | $ 50,277 | 32,936,892 | (32,416,587) | 582,082 | $ 11,500 | $ 0 |
Shares Outstanding, Starting at Jun. 30, 2018 | 5,027,703 | 1,150,000 | 0 | |||
Net Income (Loss) | $ 0 | 0 | (62,382) | (62,382) | $ 0 | $ 0 |
Stock Issued During Period, Value, New Issues | $ 0 | 148,125 | 0 | 150,000 | $ 1,875 | $ 0 |
Stock Issued During Period, Shares, New Issues | 0 | 187,500 | 0 | |||
Compensation expense on stock options | $ 0 | 357 | 0 | 357 | $ 0 | $ 0 |
Shares Outstanding, Ending at Sep. 30, 2018 | 5,027,703 | 1,337,500 | 0 | |||
Equity Balance, Ending at Sep. 30, 2018 | $ 50,277 | 33,085,374 | (32,478,969) | 670,057 | $ 13,375 | $ 0 |
Equity Balance, Starting at Mar. 31, 2019 | $ 58,368 | 34,090,092 | (32,610,853) | 1,563,732 | $ 26,125 | $ 0 |
Shares Outstanding, Starting at Mar. 31, 2019 | 5,836,832 | 2,612,500 | 0 | |||
Net Income (Loss) | $ 0 | 0 | (321,997) | (321,997) | $ 0 | $ 0 |
Stock Issued During Period, Value, New Issues | $ 0 | 1,254,125 | 0 | 1,270,000 | $ 15,875 | $ 0 |
Stock Issued During Period, Shares, New Issues | 0 | 1,587,500 | 0 | |||
Compensation expense on stock options | $ 0 | 101 | 0 | 101 | $ 0 | $ 0 |
Shares Outstanding, Ending at Sep. 30, 2019 | 5,836,832 | 4,200,000 | 0 | |||
Equity Balance, Ending at Sep. 30, 2019 | $ 58,368 | 35,344,318 | (32,932,850) | 2,511,836 | $ 42,000 | $ 0 |
Equity Balance, Starting at Jun. 30, 2019 | $ 58,368 | 34,944,380 | (32,812,451) | 2,227,235 | $ 36,938 | $ 0 |
Shares Outstanding, Starting at Jun. 30, 2019 | 5,836,832 | 3,693,750 | 0 | |||
Net Income (Loss) | $ 0 | 0 | (120,399) | (120,399) | $ 0 | $ 0 |
Stock Issued During Period, Value, New Issues | $ 0 | 399,938 | 0 | 405,000 | $ 5,062 | $ 0 |
Stock Issued During Period, Shares, New Issues | 0 | 506,250 | 0 | |||
Shares Outstanding, Ending at Sep. 30, 2019 | 5,836,832 | 4,200,000 | 0 | |||
Equity Balance, Ending at Sep. 30, 2019 | $ 58,368 | $ 35,344,318 | $ (32,932,850) | $ 2,511,836 | $ 42,000 | $ 0 |
Condensed Unaudited Statement_3
Condensed Unaudited Statements of Cash Flows - USD ($) | 6 Months Ended | |
Sep. 30, 2019 | Sep. 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 | 0 | 5,099 |
Write down of investment | 61,046 | 0 |
Option compensation expense | 101 | 3,908 |
Increase / (decrease) in operating assets and liabilities | ||
Prepaid & other current assets | 0 | 7,500 |
Accounts receivable | (3,300) | 0 |
Deferred fundraising expenses | (224,596) | 0 |
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 | 0 | 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, Beginning Balance | 93,634 | 4 |
Cash, Ending Balance | 238,427 | 119,356 |
Supplemental Cash Flow Information: | ||
Interest Paid | 0 | 25 |
Taxes Paid | 800 | 0 |
Non Cash Financing and Investing Activities | ||
Preferred shares issued for conversion of related party debt | $ 0 | $ 320,000 |
NOTE 1 - DESCRIPTION OF BUSINES
NOTE 1 - DESCRIPTION OF BUSINESS | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 1 - DESCRIPTION OF BUSINESS | NOTE 1 DESCRIPTION OF BUSINESS Kyto Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999 under the name of B Twelve Inc. In August 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc. 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. 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 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 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. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 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 Companys 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 results 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 portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion. USE OF ESTIMATES In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates. Significant estimates during 2018 and 2019 include, the valuation of stock options and warrants. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at September 30, 2019 and March 31, 2019, respectively. CONCENTRATIONS The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of September 30, 2019, the Company deposits were within federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2019 and March 31, 2019, respectively. NET LOSS PER COMMON SHARE In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, Earnings per Share, basic earnings per share is computed by dividing the net income less preferred dividends for the period by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income less preferred dividends by the weighted average number of common shares outstanding including the effect of common stock equivalents. Common stock equivalents, consisting of stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. STOCK-BASED COMPENSATION Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees be accounted for at fair value. This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company did not grant any options or warrants prior to March 31, 2018. INCOME TAXES The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 Accounting for Income Taxes (Topic 740). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. INVESTMENTS The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Managements estimated valuation. The Company recognized impairment of one of its investments which was written down by $61,046 in the period 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 fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. DEFERRED FUNDRAISING EXPENSES The Company commenced a plan to raise a Series B Preferred round of equity to fund its ongoing investment program and cost of operations. Typically, it expects that this plan, from start to finish may take from six to nine months and in order to match the cost and benefits of this process, the Company has adopted a policy of capitalizing direct expenses incurred in the course of fund raising with the intention of netting accumulated expenses against proceeds from sale of equity, and reporting 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 such expenses. |
NOTE 3 - INVESTMENT
NOTE 3 - INVESTMENT | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 3 - INVESTMENT | NOTE 3 INVESTMENTS The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Managements estimated valuation. During the three months ended September 30, 2019, the Company made 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 the ownership interest was below 15%. Accordingly, the Company carries these investments at cost and reviews results and expectations of target companies with target management on at least a quarterly basis to determine if there is any impairment in value, in which case the carrying value of the investment would be revalued. Management reviewed all investments in the quarter ended September 30, 2019 and there were no adjustments made for impairment, other than as stated above. |
NOTE 4 - ACCOUNTING STANDARDS U
NOTE 4 - ACCOUNTING STANDARDS UPDATES | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 4 - ACCOUNTING STANDARDS UPDATES | 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 TRANSACTI
NOTE 5 -RELATED PARTY TRANSACTIONS | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 5 -RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS At September 30, 2019 and March 31, the Company had accrued and owed $3,750 and $2,250 , respectively, to its Chief Executive officer for car and telephone allowance. At September 30, 2019 and March 31, 2019, the Company had accrued and owed $5,000 and $5,000 , respectively to officers of the Company for consulting fees and expenses. The Company now operates virtually and from the offices of its directors and officers, and from public locations, and does not currently lease any office space. |
NOTE 6- EQUITY
NOTE 6- EQUITY | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 6- EQUITY | NOTE 6 EQUITY (A) PREFERRED STOCK As of September 30, 2019 and March 31, 2019, there are 4,200,000 shares of Series A preferred stock (Series A) authorized at a par value of $.01 per share. The Company has 4,200,000 and 2,612,500 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 par value of all classes of shares to $0.01 per share. The effective date of this reorganization is July 8, 2019. The impact of these changes has been reflected in both current and prior year financial statements and the related notes to these financial statements. (B) COMMON STOCK The Company has authorized 40,000,000 shares of common stock at a par value of $0.01 per share. As of September 30, 2019, and March 31, 2019 a total of 5,836,832 shares of the Companys 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
NOTE 7 - SUBSEQUENT EVENTS | 6 Months Ended |
Sep. 30, 2019 | |
Notes | |
NOTE 7 - SUBSEQUENT EVENTS | NOTE 7 SUBSEQUENT EVENTS 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 . |
NOTE 2 - BASIS OF PRESENTATIO_2
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: REVENUE RECOGNITION (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company derives revenue from two sources: proceeds from the sale of investments and fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion. |
NOTE 2 - BASIS OF PRESENTATIO_3
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: USE OF ESTIMATES (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
USE OF ESTIMATES | USE OF ESTIMATES In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates. Significant estimates during 2018 and 2019 include, the valuation of stock options and warrants. |
NOTE 2 - BASIS OF PRESENTATIO_4
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
CASH AND CASH EQUIVALENTS | 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 September 30, 2019 and March 31, 2019, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_5
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CONCENTRATIONS (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
CONCENTRATIONS | CONCENTRATIONS The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of September 30, 2019, the Company deposits were within federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2019 and March 31, 2019, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_6
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: NET LOSS PER COMMON SHARE (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, Earnings per Share, basic earnings per share is computed by dividing the net income less preferred dividends for the period by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income less preferred dividends by the weighted average number of common shares outstanding including the effect of common stock equivalents. Common stock equivalents, consisting of stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. |
NOTE 2 - BASIS OF PRESENTATIO_7
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: STOCK-BASED COMPENSATION (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees be accounted for at fair value. This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company did not grant any options or warrants prior to March 31, 2018. |
NOTE 2 - BASIS OF PRESENTATIO_8
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: INCOME TAXES (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 Accounting for Income Taxes (Topic 740). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial 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. |
NOTE 2 - BASIS OF PRESENTATIO_9
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: INVESTMENTS (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
INVESTMENTS | INVESTMENTS The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Managements estimated valuation. The Company recognized impairment of one of its investments which was written down by $61,046 in the period ended September 30, 2019. The Company has not experienced any impairment write-downs in any prior periods. |
NOTE 2 - BASIS OF PRESENTATI_10
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: FAIR VALUE OF FINANCIAL INSTRUMENTS (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. |
NOTE 2 - BASIS OF PRESENTATI_11
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: DEFERRED FUNDRAISING EXPENSES (Policies) | 6 Months Ended |
Sep. 30, 2019 | |
Policies | |
DEFERRED FUNDRAISING EXPENSES | DEFERRED FUNDRAISING EXPENSES The Company commenced a plan to raise a Series B Preferred round of equity to fund its ongoing investment program and cost of operations. Typically, it expects that this plan, from start to finish may take from six to nine months and in order to match the cost and benefits of this process, the Company has adopted a policy of capitalizing direct expenses incurred in the course of fund raising with the intention of netting accumulated expenses against proceeds from sale of equity, and reporting 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 such expenses. |
NOTE 6- EQUITY_ Schedule of Sto
NOTE 6- EQUITY: Schedule of Stock Options (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Tables/Schedules | |
Schedule of Stock Options | 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 - $ - - |
NOTE 6- EQUITY_ Schedule of Fai
NOTE 6- EQUITY: Schedule of Fair Value Asumptions, Options (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Tables/Schedules | |
Schedule of Fair Value Asumptions, Options | 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% |
NOTE 6- EQUITY_ Schedule of War
NOTE 6- EQUITY: Schedule of Warrants (Tables) | 6 Months Ended |
Sep. 30, 2019 | |
Tables/Schedules | |
Schedule of Warrants | 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 1 - DESCRIPTION OF BUSIN_2
NOTE 1 - DESCRIPTION OF BUSINESS (Details) | 6 Months Ended |
Sep. 30, 2019 | |
Entity Incorporation, State or Country Code | FL |
Entity Incorporation, Date of Incorporation | Mar. 5, 1999 |
Entity Information, Former Legal or Registered Name | Kyto BioPharma Inc. |
Previous Name | |
Entity Information, Former Legal or Registered Name | B Twelve, Inc. |
NOTE 2 - BASIS OF PRESENTATI_12
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Details | ||
Cash and Cash Equivalents, at Carrying Value | $ 0 | |
Cash Equivalents, at Carrying Value | $ 0 |
NOTE 3 - INVESTMENT (Details)
NOTE 3 - INVESTMENT (Details) | 3 Months Ended |
Sep. 30, 2019USD ($) | |
Details | |
Aggregate investment in early stage companies | $ 90,000 |
NOTE 5 -RELATED PARTY TRANSAC_2
NOTE 5 -RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2019 | Mar. 31, 2019 |
Paul Russo | ||
Due to Employees, Current | $ 3,750 | $ 2,250 |
Officers of the Company | ||
Due to Officers or Stockholders, Current | $ 5,000 | $ 5,000 |
NOTE 6- EQUITY (Details)
NOTE 6- EQUITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common Stock, Shares, Issued | 5,836,832 | 5,836,832 | 5,836,832 | ||
Common Stock, Shares, Outstanding | 5,836,832 | 5,836,832 | 5,836,832 | ||
Fair Value Measurements, Valuation Techniques | Black Scholes model | ||||
Option expense amortized | $ 0 | $ 357 | $ 101 | $ 3,908 | |
Series A Preferred Stock | |||||
Preferred Stock, Shares Authorized | 4,200,000 | 4,200,000 | 4,200,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
NOTE 6- EQUITY_ Schedule of S_2
NOTE 6- EQUITY: Schedule of Stock Options (Details) - Stock Options - $ / shares | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 0 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 0 years | 0 years | 0 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 2,697,085 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | (2,697,085) | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | 0 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 0 | 0 | 0 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0 | $ 0 | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 0 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 0 years |
NOTE 6- EQUITY_ Schedule of F_2
NOTE 6- EQUITY: Schedule of Fair Value Asumptions, Options (Details) - Stock Options | 6 Months Ended |
Sep. 30, 2019$ / shares | |
Stock Price at grant date | $ 0.006 |
Exercise Price | $ 0.006 |
Term in Years | 1 year |
Volatility assumed | 73.00% |
Annual dividend rate | 0.00% |
Risk free discount rate | 1.79% |
NOTE 6- EQUITY_ Schedule of W_2
NOTE 6- EQUITY: Schedule of Warrants (Details) - Warrants - $ / shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 2,612,500 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 1.20 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,587,500 | 2,612,500 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.20 | $ 1.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | 0 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 4,200,000 | 2,612,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.20 | $ 1.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,200,000 |
NOTE 7 - SUBSEQUENT EVENTS (Det
NOTE 7 - SUBSEQUENT EVENTS (Details) | 6 Months Ended |
Sep. 30, 2019 | |
Event 1 | |
Subsequent Event, Date | Nov. 5, 2019 |
Subsequent Event, Description | Company had invested $30,000 in one new investment |
Event 2 | |
Subsequent Event, Date | Oct. 17, 2019 |
Subsequent Event, Description | Company filed for and received a Certificate of Qualification to do Business in California |