0001354488-12-005895.txt : 20121114 0001354488-12-005895.hdr.sgml : 20121114 20121114161731 ACCESSION NUMBER: 0001354488-12-005895 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20120930 FILED AS OF DATE: 20121114 DATE AS OF CHANGE: 20121114 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50390 FILM NUMBER: 121204745 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 10-Q 1 kbph_10q.htm QUARTERLY REPORT kbph_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10-Q
———————
 
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2012
 
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.)

B1-114 Belmont Avenue Toronto, Ontario Canada M5R 1P8
(Address of Principal Executive Office) (Zip Code)
 
(416) 960-8790
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
———————
 
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.    þ  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).   o 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
o
 Accelerated filer
o
Non-accelerated filer
o
 Smaller reporting company
þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    þ  No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
12,998,482 Common Shares - $0.0001 Par Value - as of  November 13, 2012
 


 
 

 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
For the quarterly period ended September 30, 2012

INDEX
 
PART I. FINANCIAL INFORMATION
         
Item 1.
Financial Statements 
       
           
 
Condensed Consolidated Balance Sheets as of  September  30, 2012 (Unaudited) and March 31, 2012
   
3
 
           
 
Unaudited Condensed Consolidated Statements of Operations for the Three  and  Six Months Ended September  30, 2012 and 2011
   
4
 
           
 
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months Ended September 30, 2012
   
5
 
           
 
Unaudited Condensed  Consolidated Statements of Cash Flows for the Six  Months Ended September  30, 2012 and 2011
   
6
 
           
 
Notes to Unaudited  Condensed Consolidated 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
   
12
 
           
 
Signatures
   
14
 

 
2

 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED BALANCE SHEETS
 
   
September 30
   
March 31,
 
   
2012
   
2012
 
   
(Unaudited)
       
             
ASSETS
       
Current Assets
           
Cash
  $ 389     $ 1,467  
                 
Total Current Assets
    389       1,467  
                 
Total Assets
  $ 389     $ 1,467  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
         
                 
Current Liabilities
               
Accounts payable
  $ 1,301     $ 7,776  
Accrued liabilities
    15,000       25,969  
Accrued liabilities - related party
    -       69,000  
Accrued interest payable - related party
    76,909       73,243  
Dividends Payable - preferred convertible stock
    11,915       104,144  
Loan payable-related party
    -       1,160,410  
Note payable-related party
    100,000       100,000  
Total Current Liabilities
    205,125       1,540,542  
                 
Commitments and Contingencies
               
                 
 Stockholders'  Deficit
               
Preferred convertible stock, $1.00 par value, 1,000,000 shares
               
authorized, 473,624 issued and outstanding as of
               
   September 30 2012 and March 31, 2012 respectively
    473,624       473,624  
Common stock, $0.0001 par value, 25,000,000 shares
               
   authorized, 12,998,482  issued and outstanding as of
               
September 30, 2012 and March 31 2012, respectively
    1,300       1,300  
Additional paid-in capital
    17,343,834       15,966,014  
 Accumulated deficit
    (17,846,311 )     (17,802,830 )
Accumulated other comprehensive loss
    (177,183 )     (177,183 )
                 
Total  Stockholders'  Deficit
    (204,736 )     (1,539,075 )
                 
Total Liabilities and  Stockholders'  Deficit
  $ 389     $ 1,467  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
3

 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the Three Months Ended
   
For the Six Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Operating Expenses
                       
General and administrative
  $ 14,180     $ 31,551     $ 17,215     $ 82,882  
                                 
Total Operating Expenses
    14,180       31,551       17,215       82,882  
                                 
Loss from Operation
    14,180       31,551       17,215       82,882  
                                 
Other Income (Expenses)
                               
Interest expense
    (12,528 )     (17,010 )     (14,351 )     (33,523 )
                                 
Total Other Income (Expense), net
    (12,528 )     (17,010 )     (14,351 )     (33,523 )
                                 
Net Loss before taxes
    (26,708 )     (48,561 )     (31,566 )     (116,405 )
                                 
Net Income (Tax) Benefit
    -       -       -       -  
                                 
Net Loss
    (26,708 )     (48,561 )     (31,566 )     (116,405 )
                                 
Preferred Stock Dividends
    (11,915 )     (6,958 )     (11,915 )     (13,830 )
                                 
Net Loss Attributed to  common shareholders
    (38,623 )     (55,519 )     (43,481 )     (130,235 )
                                 
Comprehensive Income
                               
Foreign currency translation gain
    -               -          
                                 
Total Comprehensive Loss
    (38,623 )     (55,519 )     (43,481 )     (130,235 )
                                 
Weighted average number of shares outstanding
                               
 basic and diluted
    12,998,482       12,998,482       12,998,482       12,998,482  
                                 
Net loss per share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )
                                 
Net loss per share  attributable to Common Shares holders- basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
4

 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED STATEMENT OF STOCK HOLDER’S DEFICIT
FOR THE SIX MONTHS ENDED SEPTEMBER 30. 2012
(UNAUDITED)
 
                                       
Accumulated
       
                                       
Other
       
   
Preferred Stock
   
Common Stock
   
Additional
         
Comprehensive
       
   
$1.00 par value
   
$0.0001 par value
   
Paid - in
   
Accumulated
   
Income
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
   
(Loss)
   
Total
 
                                                 
Balance, March 31, 2012
    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
    -       -       -       -       1,367,135       -       -       1,367,135  
Imputed Interest
    -       -       -       -       10,685       -       -       10,685  
Preferred stock Dividends
    -       -       -       -       -       (11,915 )     -       (11,915 )
Net Loss
    -       -       -       -       -       (31,566 )     -       (31,566 )
Balance, September  30, 2012
    473,624     $ 473,624       12,998,482     $ 1,300     $ 17,343,834     $ (17,846,311 )   $ (177,183 )   $ (204,736 )
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
5

 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
 
   
For the Six Months Ended
 September 30
 
   
2012
   
2011
 
             
Cash Flows from Operating Activities:
           
Net loss
  $ (43,481 )   $ (130,235 )
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
               
Interest Expense imputed on Related Party Loan     10,685       30,007  
Changes in operating assets and liabilities:
               
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
    (5,578 )     (72,993 )
                 
Cash Flows from Investing Activities:
               
                 
Net Cash Used in Investing Activities
    -       -  
                 
Cash Flows from Financing Activities:
               
Loan proceeds from related parties, net
    4,500       72,600  
                 
Net Cash Provided by Financing Activities
    4,500       72,600  
                 
                 
Net decrease in Cash and Cash Equivalents
    (1,078 )     (393 )
                 
Cash and Cash Equivalents at Beginning of Period
    1,467       863  
                 
Cash and Cash Equivalents at End of Period
  $ 389     $ 470  
                 
Supplemental Disclosure of Cash Flow Information:
               
Cash paid for:
               
           Interest
  $ -     $ -  
           Taxes
  $ -     $ -  
                 
Non-Cash Investing & Financing Activities
               
Transfer to intangible assets and liabilities to related Party creditited to additional paid in capital   $ 1,367,135     $ -  
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
6

 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
 
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
Kyto Biopharma, Inc. was formed as a Florida corporation on March 5, 1999. B Twelve, Limited, Kyto Biopharma, Inc.'s wholly-owned Canadian subsidiary (collectively referred to as the "Company"), was also formed on March 5, 1999. On August 14, 2002, the parent 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 not in the development stage and was in “development stage” till June 30, 2011.
 
Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts.
 
The Company is exposed to foreign exchange rate fluctuations as the financial results of the company’s Canadian subsidiary are translated into U.S. dollars on consolidation. The functional currency of Kyto’s subsidiary is the Canadian dollar.

NOTE 2 – INTERIM REVIEW REPORTING

The accompanying unaudited condensed consolidated 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 consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's March 31, 2012 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 consolidated financial statements and the results of its operations for the interim period ended September 30, 2012, 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 consolidated financial statements, the Company has a working capital deficiency of $204,736, a deficit accumulated of $17,846,311and a stockholders' deficit of $ 204,736 as of September 30, 2012. 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 unaudited condensed 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 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 consolidated financial statements.

 
7

 

 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
 
NOTE 5- PATENT RIGHTS

Effective May 31, 2012, the Corporation entered into an agreement with Kyto IP Inc., a private company incorporated in the State of Delaware, to transfer, assign and sell all of the Corporation’s intellectual property, including Patents, Patent Applications and related Intellectual Property for the purchase consideration amounts to US$1,367,135 to Kyto IP Inc .

Further, the purchase price is paid and satisfied by the Kyto IP Inc. assuming the debt of the company to Credifinance Capital Corp (CFCC) and other liabilities summarized below.
 
Description
 
Amount($)
 
Accounts payable
  $ 3,112  
Accrued liabilities
  $ 25,969  
Accrued liabilities- related party
  $ 69,000  
Dividend payable- preferred convertible stock
  $ 104,144  
Loan payable- related party
  $ 1,160,410  
Net liabilities assumed (transferred to Kyto IP Inc)
  $ 1,367,135  
 
The above assumed liabilities includes significant debt from related party, further the Kyto IP Inc is owned by the shareholder of Kyto Biopharma, Inc and therefore in accordance with this ASC 810, the above transaction was accounted for as an equity transaction, with no gain or loss recognized.

NOTE 6 –RELATED PARTY TRANSACTIONS

During the year ended March 31, 2001, the Company entered into an agreement with a vendor, who is also a principal stockholder, for services totalling $200,000. On November 11, 2002, the Company and vendor mutually agreed that in lieu of the $200,000 payment, the vendor would accept 100,000 shares of the Company's common stock valued at $1.00 totalling $100,000. In addition, the Company also executed a $100,000 unsecured promissory note with the vendor. Under the terms of the promissory note, the obligation bears interest at prime plus 1% (4.25% at September 30, 2012). Interest is accrued and payable quarterly. At September 30, 2012 and March 31, 2012, accrued interest totalled $76,909 and $73,243 respectively.

As mentioned above (refer note 5) the loan payable – CFCC and accrued liabilities were transferred to Kyto IP Inc as part of transfer, assignment and sale of intellectual property.

NOTE 7- EQUITY

A) CONVERTIBLE PREFERRED STOCK
On May 24, 2007 the Company entered into an agreement with Credifinance Capital Corp, a related party, to issue up to 500,000 Convertible Preferred Stock at $1.00 per share. This agreement is on an installment basis. During the year ended March 31, 2008, the Company issued 473,624 shares of Convertible Preferred Stock to Credifinance Capital Corp. for a total of $473,624 to satisfy a related party loan payable. Convertible Preferred Stock may be converted into Common Shares at a price of $0.45 per Common Share. The Convertible Preferred Stock bears dividends at a rate of 5% per annum. Preferred Convertible Stock has the same voting rights as Common Stock. As of September 30, 2012, 473,624 convertible preferred shares were outstanding.

B) COMMON STOCK
As of September 30, 2012, 12,998,482 common shares were outstanding.
 
 
8

 
 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012
 
NOTE 8 - SUBSEQUENT EVENTS
 
Management evaluated all activities of the Company through the issuance date of the Company’s interim unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the interim unaudited condensed consolidated financial statements.
 
 
9

 
 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
 
PLAN OF OPERATION
 
Effective May 31, 2012, the Corporation entered into an agreement with Kyto IP Inc., a private company incorporated in the State of Delaware, to transfer, assign and sell all of the Corporation’s intellectual property, including Patents, Patent Applications and related Intellectual Property for the purchase consideration amounts to US$1,367,135 to Kyto IP Inc .

Further, the purchase price is paid and satisfied by the Kyto IP Inc. assuming the debt of the company to Credifinance Capital Corp (CFCC) and other liabilities.
 
The report of our Independent Registered Public Accounting firm dated June 25, 2012 on our March 31, 2012 consolidated 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.
 
Results of Operations
 
For the six months ended September 30, 2012 the Company’s net loss attributable to common shareholders decreased by $97,439 to $32,796 compared to a net loss of $130,235 for the six months ended September 30, 2011. The comprehensive loss for the three months ended September 30, 2012, decreased by $97,439 to $32,796 compared to a comprehensive loss of $130,235 for six months ended September30, 2012.
 
Liquidity and Capital Resources
 
The Company had working capital deficits of $204,736 as of September 30, 2012 and $1,539,075 as of March 31, 2012. Cash was $389as of September 30, 2012 and $1,467 as of March 31, 2012.
 
Cash from operating activities
 
The Company’s cash used in operations decreased by $67,415 to $5,578 the six months ended September 30, 2012 compared to cash used in operations of $72,993 for the six months ended September 30, 2011.
 
Cash from financing activities
 
The Company’s net cash flows from financing activities decreased by $68,100 to $4,500 as of September30, 2012 compared to cash flows from financing activities of $72,600 for the six months ended September 30, 2011.
 
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. 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, 2012 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, 2012.
 
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, 2012, 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 15
 
 
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]***
     
 
Section 302 Certification of principal executive officer.**
     
 
Section 302 Certification of principal financial and accounting officer.**
     
 
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-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.  
       
Date:  November 14, 2012
By:
/s/ Georges Benarroch  
    Georges Benarroch  
    Chief Executive Officer, principal executive officer,  
    principal financial and accounting officer  
 
 
14
EX-31.1 2 kbph_ex311.htm CERTIFICATION kbph_ex311.htm
EXHIBIT 31.1
 
Rule 13a-14(a)/15d-14(a) Certification

I, Georges Benarroch, certify that:

1.
I have reviewed this report on Form 10-Q for the period ended  September  30, 2012 of Kyto Biopharma Inc.;

2.
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;

3.
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;

4.
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:

 
(a)
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;
     
 
(b)
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;
     
 
(c)
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
     
 
(d)
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

5.
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):

 
(a)
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
     
 
(b)
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.
 
November 14, 2012 By:
/s/ Georges Benarroch
 
   
Georges Benarroch
 
   
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
 
EX-31.2 3 kbph_ex312.htm CERTIFICATION kbph_ex312.htm
EXHIBIT 31.2
 
Rule 13a-14(a)/15d-14(a) Certification

I, Georges Benarroch, certify that:

1.
I have reviewed this report on Form 10-Q for the period ended  September 30, 2012 of Kyto Biopharma, Inc.;

2.
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;

3.
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;

4.
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:

 
(a)
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;
     
 
(b)
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;
     
 
(c)
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
     
 
(d)
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

5.
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):
 
 
(a)
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
     
 
(b)
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.
 
Date November 14, 2012 By:
/s/ Georges Benarroch
 
   
Georges Benarroch
 
   
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
 
EX-32.1 4 kbph_ex321.htm CERTIFICATION kbph_ex321.htm
EXHIBIT 32.1
 
Section 1350 Certification

In connection with the Quarterly Report of Kyto Biopharma Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Georges Benarroch, Chief Executive Officer and principal financial and accounting officer, of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:
 
1.
The Report fully complies 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 conditions and results of operations of the Company.
 
Date:  November 14, 2012
By:
/s/ Georges Benarroch
 
   
Georges Benarroch
Chief Executive Officer, principal executive officer,
principal financial and accounting officer