FLORIDA
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000-50390
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65-1086538
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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PART I. FINANCIAL INFORMATION | |||||
Item 1.
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Financial Statements
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Condensed Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and March 31, 2012
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3
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Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2012 and 2011
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4
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Unaudited Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months Ended September 30, 2012
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5
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Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2012 and 2011
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6
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Notes to Unaudited Condensed Consolidated Financial Statements
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7
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Item 2.
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Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
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10
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Item 4.
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Controls and Procedures.
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11
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PART II. OTHER INFORMATION | |||||
Item 1.
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Legal Proceedings.
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12
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Item 1A.
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Risk Factors.
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12
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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12
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Item 3.
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Defaults Upon Senior Securities.
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12
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Item 4.
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Mine Safety Disclosures
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12
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Item 5.
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Other Information
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12
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Item 6.
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Exhibits
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12
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Signatures
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14
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ITEM 1.
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FINANCIAL STATEMENTS
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September 30
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March 31,
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|||||||
2012
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2012
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$ | 389 | $ | 1,467 | ||||
Total Current Assets
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389 | 1,467 | ||||||
Total Assets
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$ | 389 | $ | 1,467 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable
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$ | 1,301 | $ | 7,776 | ||||
Accrued liabilities
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15,000 | 25,969 | ||||||
Accrued liabilities - related party
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- | 69,000 | ||||||
Accrued interest payable - related party
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76,909 | 73,243 | ||||||
Dividends Payable - preferred convertible stock
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11,915 | 104,144 | ||||||
Loan payable-related party
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- | 1,160,410 | ||||||
Note payable-related party
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100,000 | 100,000 | ||||||
Total Current Liabilities
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205,125 | 1,540,542 | ||||||
Commitments and Contingencies
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Stockholders' Deficit
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Preferred convertible stock, $1.00 par value, 1,000,000 shares
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authorized, 473,624 issued and outstanding as of
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September 30 2012 and March 31, 2012 respectively
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473,624 | 473,624 | ||||||
Common stock, $0.0001 par value, 25,000,000 shares
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authorized, 12,998,482 issued and outstanding as of
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September 30, 2012 and March 31 2012, respectively
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1,300 | 1,300 | ||||||
Additional paid-in capital
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17,343,834 | 15,966,014 | ||||||
Accumulated deficit
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(17,846,311 | ) | (17,802,830 | ) | ||||
Accumulated other comprehensive loss
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(177,183 | ) | (177,183 | ) | ||||
Total Stockholders' Deficit
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(204,736 | ) | (1,539,075 | ) | ||||
Total Liabilities and Stockholders' Deficit
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$ | 389 | $ | 1,467 |
For the Three Months Ended
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For the Six Months Ended
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September 30,
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September 30,
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2012
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2011
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2012
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2011
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Operating Expenses
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General and administrative
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$ | 14,180 | $ | 31,551 | $ | 17,215 | $ | 82,882 | ||||||||
Total Operating Expenses
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14,180 | 31,551 | 17,215 | 82,882 | ||||||||||||
Loss from Operation
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14,180 | 31,551 | 17,215 | 82,882 | ||||||||||||
Other Income (Expenses)
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Interest expense
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(12,528 | ) | (17,010 | ) | (14,351 | ) | (33,523 | ) | ||||||||
Total Other Income (Expense), net
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(12,528 | ) | (17,010 | ) | (14,351 | ) | (33,523 | ) | ||||||||
Net Loss before taxes
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(26,708 | ) | (48,561 | ) | (31,566 | ) | (116,405 | ) | ||||||||
Net Income (Tax) Benefit
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- | - | - | - | ||||||||||||
Net Loss
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(26,708 | ) | (48,561 | ) | (31,566 | ) | (116,405 | ) | ||||||||
Preferred Stock Dividends
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(11,915 | ) | (6,958 | ) | (11,915 | ) | (13,830 | ) | ||||||||
Net Loss Attributed to common shareholders
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(38,623 | ) | (55,519 | ) | (43,481 | ) | (130,235 | ) | ||||||||
Comprehensive Income
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Foreign currency translation gain
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- | - | ||||||||||||||
Total Comprehensive Loss
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(38,623 | ) | (55,519 | ) | (43,481 | ) | (130,235 | ) | ||||||||
Weighted average number of shares outstanding
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||||||||||||||||
basic and diluted
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12,998,482 | 12,998,482 | 12,998,482 | 12,998,482 | ||||||||||||
Net loss per share - basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
Net loss per share attributable to Common Shares holders- basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) |
Accumulated
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Other
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Preferred Stock
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Common Stock
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Additional
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Comprehensive
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$1.00 par value
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$0.0001 par value
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Paid - in
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Accumulated
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Income
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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(Loss)
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Total
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Balance, March 31, 2012
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473,624 | $ | 473,624 | 12,998,482 | $ | 1,300 | $ | 15,966,014 | $ | (17,802,830 | ) | $ | (177,183 | ) | $ | (1,539,075 | ) | |||||||||||||||
Transfer of Intangible assets and liabilities to related party
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- | - | - | - | 1,367,135 | - | - | 1,367,135 | ||||||||||||||||||||||||
Imputed Interest
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- | - | - | - | 10,685 | - | - | 10,685 | ||||||||||||||||||||||||
Preferred stock Dividends
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- | - | - | - | - | (11,915 | ) | - | (11,915 | ) | ||||||||||||||||||||||
Net Loss
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- | - | - | - | - | (31,566 | ) | - | (31,566 | ) | ||||||||||||||||||||||
Balance, September 30, 2012
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473,624 | $ | 473,624 | 12,998,482 | $ | 1,300 | $ | 17,343,834 | $ | (17,846,311 | ) | $ | (177,183 | ) | $ | (204,736 | ) |
For the Six Months Ended
September 30
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2012
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2011
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Cash Flows from Operating Activities:
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Net loss
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$ | (43,481 | ) | $ | (130,235 | ) | ||
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
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Interest Expense imputed on Related Party Loan | 10,685 | 30,007 | ||||||
Changes in operating assets and liabilities:
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Accrued Liabilities Related Party | - | 20,000 | ||||||
Accrued Liabilities | 15,000 | (14,500 | ) | |||||
Accrued Interest Related Party | 3,666 | 3,514 | ||||||
Preferred Dividends Payable | 11,915 | 13,829 | ||||||
Accounts payable and accrued expenses | (3,363 | ) | 4,392 | |||||
Net Cash Used in Operating Activities
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(5,578 | ) | (72,993 | ) | ||||
Cash Flows from Investing Activities:
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Net Cash Used in Investing Activities
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- | - | ||||||
Cash Flows from Financing Activities:
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Loan proceeds from related parties, net
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4,500 | 72,600 | ||||||
Net Cash Provided by Financing Activities
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4,500 | 72,600 | ||||||
Net decrease in Cash and Cash Equivalents
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(1,078 | ) | (393 | ) | ||||
Cash and Cash Equivalents at Beginning of Period
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1,467 | 863 | ||||||
Cash and Cash Equivalents at End of Period
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$ | 389 | $ | 470 | ||||
Supplemental Disclosure of Cash Flow Information:
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Cash paid for:
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Interest
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$ | - | $ | - | ||||
Taxes
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$ | - | $ | - | ||||
Non-Cash Investing & Financing Activities
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Transfer to intangible assets and liabilities to related Party creditited to additional paid in capital | $ | 1,367,135 | $ | - |
Description
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Amount($)
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Accounts payable
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$ | 3,112 | ||
Accrued liabilities
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$ | 25,969 | ||
Accrued liabilities- related party
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$ | 69,000 | ||
Dividend payable- preferred convertible stock
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$ | 104,144 | ||
Loan payable- related party
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$ | 1,160,410 | ||
Net liabilities assumed (transferred to Kyto IP Inc)
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$ | 1,367,135 |
ITEM 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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ITEM 1.
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LEGAL PROCEEDINGS
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ITEM 3.
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DEFAULTS UPON SENIOR SECURITIES
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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OTHER INFORMATION
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ITEM 6.
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EXHIBITS
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EXHIBIT NUMBER
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DESCRIPTION
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3(i)(a)
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Articles of Incorporation of Kyto Biopharma, Inc.*
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3(i)(b)
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Articles of Amendment changing name to Kyto Biopharma, Inc.*
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3(ii)
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Bylaws of Kyto Biopharma, Inc.*
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10.1
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Research collaboration agreement between The Research Foundation of State University of New York and B. Twelve Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]**
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10.2
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Collaborative Research Agreement to synthesize new vitamin B12 analogs signed between the Company and New York University [dated November 11, 1999]**
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10.3
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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]**
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10.4
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Debt Settlement Agreement and Put Option (dated November 2002) between Kyto Biopharma, Inc. and New York University.**
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10.5
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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]. **
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10.6
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Services Agreement between Kyto Biopharma, Inc. and Gerard Serfati [dated November 1, 2004]***
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Section 302 Certification of principal executive officer.**
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Section 302 Certification of principal financial and accounting officer.**
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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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*
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Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the Securities and Exchange Commission
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**
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Filed as Exhibit with this Form 10-Q.
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***
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Previously filed with Form S-8 on November 18, 2004.
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Kyto Biopharma, Inc. | |||
Date: November 14, 2012
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By:
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/s/ Georges Benarroch | |
Georges Benarroch | |||
Chief Executive Officer, principal executive officer, | |||
principal financial and accounting officer |
1.
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I have reviewed this report on Form 10-Q for the period ended September 30, 2012 of Kyto Biopharma Inc.;
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2.
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Based on my knowledge, this 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 report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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November 14, 2012 | By: |
/s/ Georges Benarroch
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Georges Benarroch
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Chief Executive Officer, principal executive officer,
principal financial and accounting officer
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1.
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I have reviewed this report on Form 10-Q for the period ended September 30, 2012 of Kyto Biopharma, Inc.;
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2.
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Based on my knowledge, this 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 report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date November 14, 2012 | By: |
/s/ Georges Benarroch
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Georges Benarroch
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Chief Executive Officer, principal executive officer,
principal financial and accounting officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
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Date: November 14, 2012
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By: |
/s/ Georges Benarroch
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Georges Benarroch
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
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