Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

For the quarterly period ended September 30, 2017

or

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

For the transition period from: _____________ to _____________

KYTO BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

FLORIDA	000-50390	65-1086538
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

500 Australian Avenue South, Suite 600 West Palm Beach, FL 33401

(Address of Principal Executive Office) (Zip Code)

(416) 960-8770

(Registrant’s telephone number, including area code)

N/A

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

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ 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 ☑ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
Emerging Growth Company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ 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 Common Shares - $0.0001 Par Value - as of November 10, 2017

KYTO BIOPHARMA, INC.

For the quarterly period ended September 30, 2017

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		3

	Condensed Balance Sheets as of September 30, 2017 (Unaudited) and March 31, 2017	3

	Unaudited Condensed Statements of Operations for the Three and Six Months Ended September 30, 2017 and 2016	4

	Unaudited Condensed Statement of Stockholders’ Deficit for the Six Months Ended September 30, 2017	5

	Unaudited Condensed Statements of Cash Flows for the Six Months Ended September 30, 2017 and 2016	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.		10

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		10

Item 4. Controls and Procedures.		11

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.		12

Item 1A. Risk Factors.		12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		12

Item 3. Defaults Upon Senior Securities.		12

Item 4. Mine Safety Disclosures		12

Item 5. Other Information		12

Item 6.Exhibits		13

	Signatures	14-17

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Kyto Biopharma, Inc.

Condensed Balance Sheets

	September 30,
	2017	March 31,
	(Unaudited)	2017

ASSETS
Current Assets
Cash	$ 39	$ -


Total Current Assets	39	-



Total Assets	$ 39	$ -

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$ 1,331	$ 22
Accrued liabilities	5,000	10,000
Accrued liabilities - related party	180,000	148,000
Loans payable - related party	79,567	68,107
Total Current Liabilities	265,898	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
September 30, 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
September 30, 2017 and March 31, 2017, respectively	314	314
Additional paid-in capital	32,063,476	32,063,476
Accumulated deficit	(32,329,649 )	(32,289,919 )

Total Stockholders' Deficit	(265,859 )	(226,129 )

Total Liabilities and Stockholders' Deficit	$ 39	$ -

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

3

Kyto Biopharma, Inc.

Condensed Statements of Operations

Unaudited

	For the Three Months Ended		For the Six Months Ended
	September 30		September 30
	2017	2016	2017	2016


Operating Expenses
General and administrative	$ 20,783	$ 19,498	$ 39,730	$ 39,056

Total Operating Expenses	20,783	19,498	39,730	39,056

Loss from Operations	20,783	19,498	39,730	39,056



Net Loss before taxes	(20,783 )	(19,498 )	(39,730 )	(39,056 )

Net Income (Tax) Benefit	-	-	-	-

Net Loss	(20,783 )	(19,498 )	(39,730 )	(39,056 )



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 )	(0.01 )	(0.01 )

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

4

Kyto Biopharma, Inc.

Condensed Statement of Stockholder's Deficit

For the Six Months Ended September 30, 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	-	-	-	-	-	(39,730 )	(39,730 )
Balance, September 30, 2017	-	$ -	3,139,747	$ 314	$ 32,063,476	$ (32,329,649 )	$ (265,859 )

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

5

Kyto Biopharma, Inc.

Condensed Statements of Cash Flows

(Unaudited)

		For the Six Months Ended September 30,
		2017	2016
Cash Flows from Operating Activities:
Net loss		$ (39,730 )	$ (39,056 )
Adjustment to reconcile net loss to net cash used in operating activities:


Changes in operating liabilities:
Accrued liabilities - related party		32,000	20,000
Accrued liabilities		(5,000 )	4,500
Accounts payable and accrued expenses		1,309	341
Net Cash Used in Operating Activities		(11,421 )	(14,215 )

Cash Flows from Investing Activities:

Net Cash Used in Investing Activities		-	-

Cash Flows from Financing Activities:
Loan proceeds from related parties, net		11,460	14,214
Net Cash Provided by Financing Activities		11,460	14,214


Net increase (decrease) in Cash and Cash Equivalents		39	(1 )

Cash and Cash Equivalents at Beginning of Period		-	32

Cash and Cash Equivalents at End of Period		$ 39	$ 31


Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest	Interest	$ -	$ -
Taxes	Income taxes	$ -	$ -

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

6

KYTO BIOPHARMA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2017

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Kyto Biopharma, Inc. was formed as a Florida corporation on March 5, 1999. On August 14, 2002, the Company changed its name from B Twelve, Inc. to Kyto Biopharma, Inc.

The Company is a biopharmaceutical company, formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other proliferate and autoimmune diseases. The Company is currently in the development stage as it is in the process of looking at a number of strategies to become active. Once it has settled on the strategy, the Company will develop a plan for an acquisition and the means to achieve its goal.

Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts.

USE OF ESTIMATES

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

Significant estimates during 2017 include, the valuation allowance of deferred tax assets.

CASH AND CASH EQUIVALENTS

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

CONCENTRATIONS

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

The Company has obtained and continues to obtain a large amount of its funding from loans and equity funding from a principal stockholder related to a director of the Company.

NET LOSS PER COMMON SHARE

In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings 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.

7

KYTO BIOPHARMA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2017

NOTE 2 – INTERIM REVIEW REPORTING

The accompanying unaudited condensed financial statements of Kyto Biopharma, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC”). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 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 operations for the interim period ended September 30, 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 $265,859, an accumulated deficit of $32,329,649, and a stockholders' deficit of $265,859 as of September 30, 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.

The Company has yet to generate an internal cash flow, and until the sales of its product begins, the Company is highly dependent upon debt and equity funding. The Company must successfully complete its research and development resulting in a saleable product. However, there is no assurance that once the development of the product is completed and finally gains Federal Drug and Administration clearance, that the Company will achieve a profitable level of operations.

NOTE 4 - ACCOUNTING STANDARDS UPDATES

Significant Recent Accounting Pronouncements

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

NOTE 5 –RELATED PARTY TRANSACTIONS

(A)

– Loans Payable- Related Party

During the six months ended September 30, 2017, the Company received a net loan from a related party in the amount of $11,460. At September 30, 2017 and March 31, 2017, the Company owed $79,567 and $68,107, respectively to a related party of the Company. The loans are non-interest bearing, unsecured and due on demand. The loans are included in loans payable, related party on the accompanying balance sheet.

(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 six months ended September 30, 2017 and 2016 was $20,000 and $20,000, 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 six months ended September 30, 2017 and 2016 were $12,000 and $12,000, respectively and is included in general and administrative expense in the accompanying statements of operations. As of September 30, 2017 and March 31, 2017, the remaining balance in the accrued liabilities-related party account for the above services was $180,000 and $148,000, respectively.

8

KYTO BIOPHARMA, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2017

NOTE 6 – EQUITY

(A)

– PREFERRED STOCK

As of September 30, 2017 and March 31, 2017, there are 2,000,000 shares authorized and no preferred shares of the Company issued and outstanding.

(B)

– COMMON STOCK

As of September 30, 2017 and March 31, 2017, 3,139,747 shares of the Company’s common stock were issued and outstanding.

NOTE 7 SUBSEQUENT EVENTS

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.

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 Common Shares of KBPH. Debt owed to principal shareholder will be converted to 322,026 common shares. 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 8,158,858 common shares issued and outstanding.

In conjunction with the closing of the Private Placement, KBPH will change its name to Kyto Technology and Life Science, Inc. The symbol, KBPH, will be changed to a symbol as agreed to by OTCQB.

In conjunction with the closing of the Private Placement, there will be a change to the Officers and Directors of KPBH. The officers and directors of KBPH at closing 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

9

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

PLAN OF OPERATIONS

The report of our Independent Registered Public Accounting firm dated June 29, 2017 on our March 31, 2017 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to substantial recurring losses from operations, cash used in operations, stockholders’ deficit, significant accumulated deficit and working capital deficit. Our ability to continue as a going concern will be determined by our ability to obtain additional financing and maintain operations. Currently we do not have sufficient financial resources to fund our operations. Therefore, we need additional funds to continue these operations. The Company operates in a rapidly changing environment that involves a number of factors, some of which are beyond management’s control, such as financial market trends and investors’ appetite for new financings. It should be emphasized that, should the Company not be successful in completing its own financing (either by debt or by the issuance of securities from treasury), the Company may be unable to continue to operate as a going concern.

Results of Operations

For the three months ended September 30, 2017 the Company’s net loss attributable to common shareholders increased by $1,285 to $20,783 compared to a net loss of $19,498 for the three months ended September 30, 2016.

For the six months ended September 30, 2017 the Company’s net loss attributable to common shareholders increased by $674 to $39,730 compared to a net loss of $39,056 for the six months ended September 30, 2016.

Liquidity and Capital Resources

The Company had working capital deficits of $265,859 as of September 30, 2017 and $226,129 as of March 31, 2017. Cash was $39 as of September 30, 2017, and Nil as of March 31, 2017.

Cash from operating activities

The Company’s net cash used in operations decreased by $2,794 to $11,421 for the six months ended September 30, 2017 compared to net cash used in operations of $14,215 for the six months ended September 30, 2016.

Cash from financing activities

The Company’s net cash flows from financing activities decreased by $2,754 to $11,460 for the six months ended September 30, 2017 compared to cash flows from financing activities of $14,214 for the six months ended September 30, 2016.

The Company’s plan of operations for the next twelve months is to continue to focus its efforts on finding new sources of capital and on R&D activities related to the development and application of its antibody technologies. As of the date of filing of this Form 10-Q with the U.S. Securities and Exchange Commission, the Company did receive a commitment of one of its stockholders to continue to provide operating loan funds to the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company.

10

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 September 30, 2017 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of September 30, 2017.

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 September 30, 2017, 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.

11

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Not required for smaller reporting company.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Index to Exhibits on page 13

12

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
3(i)(a)		Articles of Incorporation of Kyto Biopharma, Inc.*

3(i)(b)		Articles of Amendment changing name to Kyto Biopharma, Inc.*

3(ii)		Bylaws of Kyto Biopharma, Inc.*

10.1		Research collaboration agreement between The Research Foundation of State University of New York and B. Twelve Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]**

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

10.3		Extension/Modification Research Collaboration Agreement between the Research Foundation of State University of New York and B Twelve, Inc., (Kyto Biopharma, Inc.) Modification No. 1 [dated November 01, 2000]**

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

10.5		Extension/Modification Research Collaboration Agreement between the Research Foundation of State University of New York and Kyto Biopharma, Inc., Modification No. 2 [dated December 2004]. **

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

31.1		Section 302 Certification of principal executive officer.**

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

32.1		Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

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*

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.

13

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Kyto Biopharma, Inc.


	By:	/s/ Georges Benarroch
		Georges Benarroch Chief Executive Officer, principal executive officer, principal financial and accounting officer