-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FO1OcskiqFZzyvOJ1pAdhsIKEdPonuUg1B7/rMizuzNvM00eHMhvFXr4LucOPAFd +20AkOF4RPc4RIWqQfEH9g== 0001116502-04-002042.txt : 20040813 0001116502-04-002042.hdr.sgml : 20040813 20040813171244 ACCESSION NUMBER: 0001116502-04-002042 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KYTO BIOPHARMA INC CENTRAL INDEX KEY: 0001164888 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651086538 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-50390 FILM NUMBER: 04975262 BUSINESS ADDRESS: STREET 1: 41A AVENUE ROAD AT YORK SQUARE CITY: TORONTO ONTARIO STATE: A1 ZIP: 00000 BUSINESS PHONE: 416-955-0159 FORMER COMPANY: FORMER CONFORMED NAME: B TWELVE INC DATE OF NAME CHANGE: 20020111 10QSB 1 kyto10qsb.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _____________ to _____________ Commission file number _______________________________ KYTO BIOPHARMA, INC. -------------------- (Exact name of small business issuer as specified in its charter) FLORIDA 65-1086538 - ------- ---------- (State or other jurisdiction of (IRS Employer Identification No.) Incorporation or organization) 41A Avenue Road, Toronto, Ontario, M5R 2G3, Canada -------------------------------------------------- (Address of principal executive offices) (416) 955-0159 -------------- (Issuer's telephone number) - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,532,816 Common Shares - $0.0001 Par Value - as of June 30, 2004. Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X] KYTO BIOPHARMA, INC. AND SUBSIDIARY (A Development Stage Company) FORM 10-QSB INDEX PART I. FINANCIAL INFORMATION PAGE NUMBER Item 1. Financial Statements (Unaudited) Consolidated Balance Sheet as of June 30, 2004 3 Consolidated Statements of Operations for the three months ended June 30, 2004 and 2003 4 Consolidated Statements of Cash Flows for the three months ended June 30, 2004 and 2003 5 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Controls and Procedures 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 9 Item 2. Changes in Securities 9 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Security Holders 9 Item 5. Other Information 9 Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 11 2 PART I- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS KYTO BIOPHARMA, INC. AND SUBSIDIARY (A Development Stage Company) UNAUDITED CONSOLIDATED BALANCE SHEET JUNE 30, 2004 ASSETS CURRENT ASSETS Cash $ 3,391 Other receivables 5,831 ----------- TOTAL CURRENT ASSETS 9,222 ----------- EQUIPMENT, NET 1,278 ----------- TOTAL ASSETS $ 10,500 =========== LIABILITIES AND STOCKHOLDERS' DEFICIENCY CURRENT LIABILITIES Accounts payable $ 139,091 Accounts payable - related party 7,575 Accrued liabilities 20,000 Accrued interest payable, related party 8,025 Loans payable - related parties 164,186 ----------- TOTAL CURRENT LIABILITIES 338,877 ----------- LONG TERM LIABILITIES Note Payable, related party 100,000 ----------- TOTAL LIABILITIES 438,877 ----------- REDEEMABLE COMMON STOCK PURSUANT TO PUT OPTION 173,058 shares issued and outstanding, (Redemption value, $173,058) 173,058 ----------- STOCKHOLDERS' DEFICIENCY Preferred stock, $1.00 par value, 1,000,000 shares authorized, none issued and outstanding -- Common stock, $0.0001 par value, 25,000,000 shares authorized, 6,359,758 issued and outstanding 636 Additional paid-in capital 7,400,281 Deficit accumulated during development stage (5,889,477) Accumulated other comprehensive loss (112,875) ----------- 1,398,565 Less: Deferred consulting fee (2,000,000) ----------- TOTAL STOCKHOLDERS' DEFICIENCY (601,435) ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 10,500 =========== See Accompanying Notes to Unaudited Consolidated Financial Statements 3 KYTO BIOPHARMA, INC. AND SUBSIDIARY (A Development Stage Company) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM MARCH 5, 1999 QUARTER ENDED JUNE 30 (INCEPTION) TO 2004 2003 JUNE 30, 2004 ----------- ----------- ----------- OPERATING EXPENSES Compensation $ -- $ -- $ 1,588,853 Depreciation and amortization 243 233 812,791 Consulting 11,034 10,737 998,778 Bad debt -- -- 12,819 Director fees -- -- 64,100 Financing fees -- -- 28,781 Professional fees 12,244 5,000 69,550 General and administrative 12,710 14,983 322,355 Research and development 4,521 10,798 1,021,835 Impairment loss -- -- 1,191,846 ----------- ----------- ----------- TOTAL OPERATING EXPENSES 40,752 41,751 6,111,708 ----------- ----------- ----------- LOSS FROM OPERATIONS (40,752) (41,751) (6,111,708) ----------- ----------- ----------- OTHER INCOME (EXPENSES) Interest income 31 -- 4,831 Interest expense (1,333) (1,020) (10,683) Gain on settlement -- -- 59,654 Loss on settlement -- -- (16,296) Loss on disposal of assets -- -- (567) Foreign currency transaction gain (16,866) 88,866 185,292 ----------- ----------- ----------- TOTAL OTHER INCOME, NET (18,168) 87,846 222,231 ----------- ----------- ----------- NET LOSS $ (58,920) $ 46,095 $(5,889,477) =========== =========== =========== COMPREHENSIVE LOSS Foreign currency translation loss 17,115 (88,898) (140,128) ----------- ----------- ----------- TOTAL COMPREHENSIVE LOSS $ (41,805) $ (42,803) $(6,029,605) =========== =========== =========== Net Loss Per Share - Basic and Diluted $ (0.01) $ 0.01 $ (1.42) =========== =========== =========== Weighted average number of shares outstanding during the year - basic and diluted 6,359,758 6,359,758 4,244,828 =========== =========== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements 4 KYTO BIOPHARMA, INC. AND SUBSIDIARY (A Development Stage Company) UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 5, 1999 QUARTER ENDED JUNE 30, (INCEPTION) TO 2004 2003 JUNE 30, 2004 -------- -------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(58,920) $ 46,094 $(5,889,477) Adjustment to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 274 233 812,822 Stock based compensation -- -- 1,477,893 Stock based consulting expense -- -- 854,345 Stock based director fees -- -- 64,100 Recognition of stock based rent and administrative fees -- 10,000 40,000 Common stock warrants issued as financing fee -- -- 3,783 Loss on disposal of equipment -- -- 567 Impairment loss -- -- 1,191,846 Gain on settlement of accounts payable -- -- (59,654) Loss on settlement of accounts payable -- -- 16,296 Amortization of stock based financing fee -- -- 24,997 Changes in operating assets and liabilities: (Increase) decrease in: Other receivables (175) 2,804 (5,831) Prepaids and other assets 1,323 -- -- Increase (decrease) in: Accounts payable and accrued liabilities 5,106 8,072 581,613 Accounts payable - related party 1,333 -- 9,493 -------- -------- ----------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (51,059) 67,203 (877,207) -------- -------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment -- -- (4,463) -------- -------- ----------- NET CASH USED IN INVESTING ACTIVITIES -- -- (4,463) -------- -------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from common stock issuance, net of offering costs -- -- 708,222 Loan proceeds from related parties 34,927 50,348 318,635 Repayment of loan to related parties -- -- (26,792) -------- -------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 34,927 50,348 1,000,065 -------- -------- ----------- Effect of Exchange Rate on Cash 17,115 (88,897) (115,004) Net Increase (Decrease) in Cash and Cash Equivalents 983 28,654 3,391 Cash and Cash Equivalents at Beginning of Period 2,408 5,430 -- -------- -------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,391 $ 34,084 $ 3,391 ======== ======== =========== Supplemental Disclosure of Cash Flow Information Cash Paid for: Interest $ -- $ -- $ -- ======== ======== =========== Taxes $ -- $ -- $ -- ======== ======== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements 5 KYTO BIOPHARMA, INC. AND SUBSIDIARY (A Development Stage Company) NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2004 NOTE 1 BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim consolidated financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of consolidated financial position and results of operations. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair consolidated financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts. For further information, refer to the audited consolidated financial statements and footnotes of the Company for the year ending March 31, 2004 included in the Company's Form 10-KSB. NOTE 2 LOANS PAYABLE, RELATED PARTIES During the three months ended June 30, 2004, the Company received $35,000 debt financing with a principal stockholder. In November 2002, the Company received working capital funds from a principal stockholder totaling $50,000 as part of a $100,000 agreement to provide debt financing. During the year ended March 31, 2004, the Company received the remaining $50,000 portion of the debt financing transaction plus an additional $25,000. All activity with this principal stockholder represents a 100% concentration of all debt financing for the three months ended June 30, 2004 (See Notes 4 and 5). All loans are non-interest bearing, unsecured and due on demand. At June 30, 2004, total loans payable to related parties was $164,186. NOTE 3 STOCKHOLDERS' DEFICIENCY (A) REDEEMABLE COMMON STOCK PURSUANT TO PUT OPTION In November 2002 and February 2003, the Company issued an aggregate 273,058 shares of its common stock having a fair value of $273,058 to settle certain accounts payable under a debt settlement agreement ("agreement") with three unrelated parties. Of the total stock issued in connection with the agreement, two of these parties received an aggregate 173,058 shares of common stock. In addition, these two creditors received a written put option for the aggregate 173,058 shares of common stock previously issued. Specifically, three years from the date of the initial settlement, the put option holders have a thirty day period in which to notify the Company of their intent to put the options back to the Company at a redemption price of $1.00 per share. The Company will then have 90 days from the notification date to make the required payment. The redemption value of these shares of common stock at March 31, 2003 is $173,058. In accordance with the provisions of EITF No.00-19, since the contract requires a net cash settlement (transfer of assets to settle obligation), the put options are classified preceding stockholders' deficiency as a liability. The provisions of SFAS No. 150 were not effective for these transactions since the effective date for SFAS No. 150 was May 31, 2003, with no retroactive accounting treatment allowed. (B) EXPIRED COMMON STOCK OPTION On June 1, 2003, 250,000 stock options having an exercise price of $1.00 per share expired without being exercised. 6 NOTE 4 RELATED PARTIES During the three months ended June 30, 2004, the Company received $35,000 debt financing transaction with a principal stockholder. In November 2002, the Company received working capital funds from a principal stockholder totaling $50,000 as part of a $100,000 agreement to provide debt financing. During the year ended March 31, 2004, the Company received the remaining $50,000 portion of the debt financing transaction plus an additional $25,000. (See Notes 2 and 5). NOTE 5 GOING CONCERN As reflected in the accompanying consolidated financial statements, the Company has a working capital deficiency of $329,655, deficit accumulated during development stage of $5,889,477 and a stockholders' deficiency of $601,435 at June 30, 2004. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently a development stage company and its continued existence is dependent upon the Company's ability to resolve its liquidity problems, principally by obtaining additional debt financing and/or equity capital. During the three months ended June 30, 2004, the Company received $35,000 in related party debt financing (See notes 2 and 4). The Company has yet to generate an internal cash flow, and until the sales of its product begins, the Company is very 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PLAN OF OPERATION The following discussion should be read in conjunction with the financial statements and related notes which are included in this quarterly report. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to develop our products. For further information regarding our business, competition and risk factors, refer to the Company's Form 10-KSB filed with the U.S. Securities Exchange Commission for the year ending March 31, 2004. Kyto is in the development stage of its operations and was formed in March 1999 to acquire and develop early-stage compounds which may have potential use as therapeutic agents for the treatment of cancer and diseases of the immune system. The Company intends to build itself into a biopharmaceutical company that develops receptor-mediated technologies to control the uptake of vitamin B12 by non-controlled proliferative cells. Vitamin B12 regulates one of two major cellular pathways for the production of folates, the cell's primary source of carbon and the progenitor for the synthesis of DNA. Kyto is currently engaged in the development of a portfolio of potential targeted biologic treatments based on: i) the delivery of cytotoxic drugs to cancer cells using the vitamin B12 as a Trojan Horse, ii) the therapeutic effect of vitamin B12 depletion by receptor modulators, and iii) the use of monoclonal antibodies to block the vitamin B12 uptake by cancer cells. Kyto's portfolio consists of molecules at the research and development stage which may ultimately prove useful in the treatment of certain types of cancer and inflammatory diseases. Kyto believes that there are several human therapeutics applications for its drug candidates. Specifically, a number of properties of the Company's drug delivery and vitamin B12 depletion technologies suggest a potential role for its drug candidates in the therapy of solid tumors such as colorectal and breast cancer in addition to treatment of leukemias. The Company had not been profitable and had no revenues from operations since its inception in March 1999. As reflected in the accompanying unaudited consolidated financial statements, the Company has a working capital deficiency of $$329,655, deficit accumulated during development stage of $5,889,477 and a 7 stockholders' deficiency of $601,435 at June 30, 2004. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan, raise capital, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently a development stage company and its continued existence is dependent upon the Company's ability to resolve its liquidity problems, principally by obtaining additional debt financing and/or equity capital. The Company has yet to generate an internal cash flow, and until the sales of its product begins, the Company is very 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. The Company has, as of the end of June 30, 2004, $438,877 in total liabilities. We reduced our research activities and the Company estimates that it will require approximately $200,000 to meet its operating costs for this fiscal year, excluding research and development costs. The Company is seeking up to five million dollars ($5,000,000) in research and development funds. To meet the projected cash requirements as stated above, the Company intends to obtain cash loans from one or more of its stockholders, several of whom have expressed a desire to provide operating loan funds for the Company. Additionally, the Company intends to seek alliances with other pharmaceutical and biotechnology companies for product co-development. Management is also looking to merger opportunities or to acquire companies and products to raise capital. The Company's plan of operation for the next twelve months is to continue to focus its efforts on finding new sources of capital. Management expects the Company to incur additional operating losses over the next several years as research and development efforts, preclinical and clinical testing activities and manufacturing scale-up efforts expand. To date, we have not had any material product sales and do not anticipate receiving any revenue from the sale of products in the upcoming year. Our sources of working capital have been equity financings and interest earned on investments. 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 also 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. ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures: An evaluation of the registrant's disclosure controls and procedures (as defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the "Act")) was carried out under the supervision and with the participation of the Registrant's President and Chief Executive Officer within the 90-day period preceding the filing date of this quarterly report. The registrant's President and Chief Executive Officer concluded that the registrant's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the registrant in the reports it files or submits under the Act is (i) accumulated and communicated to the registrant's management in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. (b) Changes in Internal Controls: In the Quarter ended June 30, 2004, the registrant did not make any significant changes in, nor take any corrective actions regarding, its internal controls or other factors that could significantly affect these controls. 8 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Index to Exhibits on page 10. 9 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.* 31.1 Section 302 Certification** 32.1 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 herewith. 10 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. (Registrant) Date August 13, 2004 /s/ Jean-Luc Berger, Director --------------- ------------------------------------- (Signature) Jean-Luc Berger President and Chief Executive Officer 11 EX-31.1 2 exhibit311.txt CERTIFICATION EXHIBIT 31.1 CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jean-Luc Berger, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Kyto Biopharma, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 13, 2004 By: /s/ Jean-Luc Berger ----------------------------------- Jean-Luc Berger President & Chief Executive Officer EX-32.1 3 exhibit321.txt CERTIFICATION EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 905 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Jean-Luc Berger, President and Chief Executive Officer of Kyto Biopharma, Inc., a Florida corporation (the "Company"), do hereby certify, to the best of my knowledge, that: (1) the Company's Quarterly Report on Form 10-QSB for the three months ended June 30, 2004, as filed with the Securities Exchange Commission on the date hereof (the "Report") fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. Date: August 13, 2004 By: /s/ Jean-Luc Berger ----------------------------------- Jean-Luc Berger President & Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----