10QSB 1 kyto10qsb.txt QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2007 [ ] 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) B1-114BELMONT AVENUE TORONTO, ONTARIO CANDA M5R 1P8 --------------------------------------------------- (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: 12,080,203 Common Shares - $0.0001 Par Value - as of August 10, 2007. 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) Unaudited Consolidated Balance Sheet as of June 30, 2007 3 Unaudited Consolidated Statements of Operations for the nine months ended June 30, 2007 and 2006 4 Unaudited Consolidated Statements of Cash Flows for the nine months ended June 30, 2007 and 2006 5 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Controls and Procedures 9 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 10 CERTIFICATIONS 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS KYTO BIOPHARMA, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) UNAUDITED CONSOLIDATED BALANCE SHEETS JUNE 30, 2007 ------------ ASSETS CURRENT ASSETS Cash $ 3,565 Prepaid expenses 56,868 ------------ TOTAL CURRENT ASSETS 60,433 ------------ TOTAL ASSETS $ 60,433 ============ LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable $ 29,245 Accrued interest payable - related party 37,078 Note payable, related party 100,000 ------------ TOTAL CURRENT LIABILITIES 166,323 ------------ TOTAL LIABILITIES 166,323 ------------ COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' DEFICIT Preferred stock, $1.00 par value, 1,000,000 shares authorized, 382,734 issued and outstanding 382,734 Common stock, $0.0001 par value, 25,000,000 shares authorized, 12,080,203 issued and outstanding 1,208 Additional paid-in capital 15,323,307 Deficit accumulated during development stage (15,445,298) Accumulated other comprehensive loss (367,841) ------------ (105,890) ------------ TOTAL STOCKHOLDERS' DEFICIT (105,890) ------------ TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 60,433 ============ See accompanying notes to unaudited consolidated financial statements. 3 KYTO BIOPHARMA, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE PERIOD FROM MARCH 5, 1999 FOR THE THREE MONTHS ENDED (INCEPTION) TO JUNE 30, JUNE 30, 2007 2006 2007 ------------ ------------ ------------ OPERATING EXPENSES Compensation $ -- $ -- $ 1,750,636 Depreciation and amortization -- 228 814,183 Consulting 12,264 843,750 9,713,163 Bad debt -- -- 12,819 Director fees -- -- 64,100 Financing fees -- -- 28,781 Professional fees 10,000 12,400 136,958 General and administrative 10,423 10,881 469,737 Research and development 27,641 4,100 1,214,274 Loss on debt conversion -- -- 519,795 Impairment loss -- -- 1,191,846 ------------ ------------ ------------ TOTAL OPERATING EXPENSES 60,328 871,359 15,916,292 ------------ ------------ ------------ OTHER INCOME (EXPENSES) Interest income -- -- 4,922 Interest expense (3,098) (2,828) (40,884) Gain on debt forgivemess -- 40 68,828 Loss on disposal of equipment -- -- (567) Foreign currency transaction gain 95,863 54,550 438,695 ------------ ------------ ------------ TOTAL OTHER INCOME (EXPENSE), NET 92,765 51,762 470,994 ------------ ------------ ------------ NET LOSS $ 32,437 $ (819,597) $(15,445,298) ============ ============ ============ COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss) (96,056) (54,544) (367,841) ------------ ------------ ------------ TOTAL COMPREHENSIVE LOSS $ (63,619) $ (874,141) $(15,813,139) ============ ============ ============ Weighted average number of shares outstanding during the year - basic and diluted 12,080,203 12,020,203 6,713,298 ============ ============ ============ Net loss per share - basic and diluted $ 0.00 $ (0.07) $ (2.30) ============ ============ ============
See accompanying notes to unaudited consolidated financial statements. 4 KYTO BIOPHARMA, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
MARCH 5, 1999 THREE MONTHS ENDED JUNE 30, (INCEPTION) TO 2007 2006 JUNE 30, 2007 ------------ ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ 32,437 $ (819,597) $(15,445,298) Adjustment to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization -- 228 814,183 Recognition of services rendered by consultant -- 843,750 10,227,893 Stock based consulting expense -- -- 854,345 Stock based director fees -- -- 64,100 Stock based rent and administrative fees -- -- 87,028 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 -- -- 519,795 Amortization of stock based financing fee -- 13 25,010 Changes in operating assets and liabilities: (Increase) decrease in: Other receivables -- (32) -- Prepaids and other assets (41,912) -- (56,868) Increase in: Accounts payable and accrued expenses 2,846 (10,426) 544,061 Accounts payable and accrued liabilities-related parties (46,902) -- (26,023) ------------ ------------ ------------ NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (53,531) 13,936 (1,255,232) ------------ ------------ ------------ 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 Convertible Preferred stock issuance, net of offering cost 382,734 382,734 Proceeds from common stock issuance, net of offering cost -- -- 958,222 Loan proceeds from related parties, net 89,304 1,361 639,671 Repayment of loan to related parties (322,734) -- (349,526) ------------ ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 149,304 1,361 1,631,101 ------------ ------------ ------------ Effect of Exchange Rate on Cash (96,056) (54,544) (367,841) Net Increase (decrease) in Cash and Cash Equivalents (283) (39,247) 3,565 Cash and Cash Equivalents at Beginning of Period 3,848 40,415 -- ------------ ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,565 $ 1,168 $ 3,565 ============ ============ ============ Supplemental Disclosure of Cash Flow Information: Cash paid for: Interest $ -- $ -- $ -- ============ ============ ============ Taxes $ -- $ -- $ -- ============ ============ ============ Supplemental Disclosure of Non-Cash Investing and Financiang Activities: Conversion of debt to equity $ 382,734 $ -- $ 640,716 ============ ============ ============ Stock issued for deferred consulting services $ -- $ -- $ 6,750,000 ============ ============ ============ Conversion of liabilities to note payable $ -- $ -- $ 102,023 ============ ============ ============ Stock issued for debt restructuring anti-dilusion provision $ -- $ -- $ 800,000 ============ ============ ============ Conversion of preferred shares to common shares $ -- $ -- $ 250,000 ============ ============ ============ Stock issued for future services $ -- $ -- $ 1,200,000 ============ ============ ============ Issued common shares for intangible assets $ -- $ -- $ 2,000,000 ============ ============ ============
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, 2007 (Unaudited) 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, 2007 included in the Company's Form 10-KSB. NOTE 2 GOING CONCERN As reflected in the accompanying consolidated financial statements, the Company has a working capital deficiency of $105,890, a deficit accumulated during development stage of $15,445,298 and a stockholders' deficiency of $105,890 as of June 30, 2007. 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 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. 6 NOTE 3 ACCOUNTS PAYABLE AND LOANS PAYABLE, RELATED PARTIES The Company leases office space and administrative services from a principal stockholder related party. Expenses for the three months ended June 30, 2007 were $10,000. On May 24, 2007 the Company entered into a agreement with a related party to issue up to 500,000 Convertible Preferred Shares at $1.00 per share for satisfaction of debt. This agreement is on an installment basis. As of June 30, 2007, $60,000 of the related party accrued liabilities and $322,734 of the related party loan balance, for a total of $382,734 , have been satisfied by issuance of 382,734 of the Convertible Preferred Shares. Preferred Shares may be converted into Common Shares at a price of $0.45 per Common Share for a period of two years. The Convertible Preferred Shares are cumulative and will bear interest at an interest rate of 5% per annum. NOTE 4 COMMITMENTS In October 2006, the Company signed an Extension Modification of Research Collaboration Agreement with the Research Foundation of State University of New York (RFSUNY) regarding the research and development of the use of monoclonal antibodies to block the vitamin B12 uptake by cancer cells for funding consideration of $119,647 to be appropriated for the initial 12 months of the conduct of the research plan from November 2007 through October 2007. The Company shall amend patent No. 5,688,504 to legally establish joint ownership with RFSUNY. The initial payment for the first six months was made in November 2006 and the second payment was made in May of 2007. NOTE 5 STOCKHOLDERS' DEFICIENCY (A) PREFERRED STOCK On May 24, 2007 the Company entered into a agreement with a related party to issue up to 500,000 Convertible Preferred Shares at $1.00 per share for satisfaction of debt. This agreement is on an installment basis. Preferred Shares may be converted into Common Shares at a price of $0.45 per Common Share for a period of two years. The Convertible Preferred Shares are cumulative and will bear interest at an interest rate of 5% per annum. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITIONS AND RESULTS OF OPERATIONS PLAN OF OPERATION During the year ending June 30, 2007, the Company conducted a comprehensive review of its existing Intellectual Property portfolio with the assistance various IP legal firms and consultants. As a result of this review, the Company has elected to drop some of its patents while funding the remaining patents in full. The efforts of the Company's R&D have produced notable accomplishments with respect to the development of a novel cancer therapy through the regulation of Vitamin B12 uptake, an essential nutrient for cells. For the first time, the Company has conclusively identified the protein and the gene encoding the Vitamin B12 receptor. The work on utilizing the Vitamin B12 pathway provides for several strategies aimed at preventing the proliferation of cancer cells. On April 6, 2007 the Company filed a new U.S. Provisional Utility Patent Application with the United States Patent Office, related to the development of the Company's Vitamin B12 technology. In addition to this filing the Company has incurred expenses of $17,146.46 for the three months ended June 30, 2007 related to the continued development and maintenance of its intellectual property portfolio. On May 4, 2007, the Company signed a formal consultancy agreement with Dr. Michael Rosenblum, Head, Immunopharmacology and Targeted Therapy Laboratory, Department of Experimental Therapeutics at M.D. Anderson Medical Center at the University of Texas to assist the Company with determining the scientific and commercial viability of its scientific technology. Dr. Rosenblum will provide assistance to the Company on an as-needed basis for a term of one year and receive $3000 per month as remuneration. The Company has also held discussions with other potential strategic partners in order to determine if those relationships will provide the Company with benefits related to its corporate development. As of the date of this filing none of those discussions have resulted in formal collaborative relationships. On May 24, 2007 the Company entered into a agreement with a related party to issue 500,000 Convertible Preferred Shares at $1.00 per share. This agreement is on an installment basis. Preferred Shares may be converted into Common Shares at a price of $0.45 per Common Share for a period of two years. The Convertible Preferred Shares are cumulative and will bear interest at an interest rate of 5% per annum. The report of our Independent Registered Public Accounting firm on our March 31, 2007 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 and 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. We do not currently 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. In discussions with various collaborative partners, the Company has decided to pursue a specific antibody strategy with the assistance of RFSUNY and an outsourced third party vendor. The development of this antibody technology will be overseen by RFSUNY and is currently in the early stages of development. The Company does not yet have an estimate of the total costs associated with this development. As the Company has no current revenues from operations, management fully expects to incur additional liabilities in order to fund the development of this strategy over the next 9 months. The Company's plan of operation 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. The Company has, as of the end of June 30, 2007, $166,323 in total liabilities. As of the date of filing of this Form 10-QSB with the U.S. Securities and Exchange Commission, the Company did receive a commitment of one of its stockholders to provide operating loan funds to the Company. SUBSEQUENT EVENT Upon recent discussions with Dr. Rosenblum, management has engaged in discussions with its Intellectual Property attorneys in order to increase the scope of the Company's latest patent application. Management intends to revise the claims associated with the Provisional Patent Application filed April 6 in order to increase the potential scientific applications of the Company's intellectual property related to the Vitamin B12 pathway. Management intends to file a response to the application with the United States Patent Office by August 6, 2007. 8 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, 2007, 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. 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.* 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** 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 as Exhibit with this Form 10-QSB. *** Previoulsy filed with Form S-8 on November 18, 2004. 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 10, 2007 /s/ Georges Benarrcoh --------------------- (Signature) Georges Benarroch Acting President and Chief Executive Officer And Acting Chief Executive Officer 11