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EX-32.1 - CERTIFICATION - Kyto Technology & Life Science, Inc. | kbph_ex321.htm |
EX-31.1 - CERTIFICATION - Kyto Technology & Life Science, Inc. | kbph_ex311.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 December 31, 2009
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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large
accelerated
filer
¨
|
Accelerated
filer
¨
|
|
Non-accelerated
filer ¨
|
Smaller
reporting company 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.
12,743,610 Common Shares -
$0.0001 Par Value - as of February 2, 2010
UNITED
STATES
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
INDEX
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | 1 |
Unaudited Consolidated Balance Sheet as of December 31, 2009 and audited Consolidated Balance Sheet as of March 31, 2009 | 1 | |
Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2009 and 2008 | 2 | |
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2009 and 2008 | 3 | |
Notes To Unaudited Consolidated Financial Statements | 4 | |
Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 8 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 |
Item 4. | Controls and Procedures | 9 |
PART II. OTHER INORMATION | ||
Item 1. | Legal Proceedings | 10 |
Item 1a. | Risk Factors. | 10 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds . | 10 |
Item 3. | Defaults Upon Senior Securities | 10 |
Item 4. | Submission of Matters to a Vote of Security Holders | 10 |
Item 5. | Other Information | 10 |
Item 6. | Exhibits | 10 |
Signatures | 12 | |
Certifications
|
ITEM
1.
|
FINANCIAL
STATEMENTS
|
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
UNAUDITED
CONSOLIDATED BALANCE SHEET
December
31,
|
March
31,
|
|||||||
2009
|
2009
|
|||||||
Unaudited
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 1,175 | $ | 12,754 | ||||
Prepaid
expenses
|
3,333 | 47,562 | ||||||
Total
Current Assets
|
4,508 | 60,316 | ||||||
Total
Assets
|
$ | 4,508 | $ | 60,316 | ||||
LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 10,761 | $ | 8,317 | ||||
Accrued
liabilities - related party
|
61,833 | 43,333 | ||||||
Accrued
interest payable - related party
|
57,671 | 52,784 | ||||||
Accrued
interest payable - preferred convertible stock
|
43,028 | 24,128 | ||||||
Loan
payable-related party
|
507,562 | 353,824 | ||||||
Note
payable-related party
|
100,000 | 100,000 | ||||||
Total
Current Liabilities
|
780,855 | 582,386 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders'
Deficit:
|
||||||||
Preferred
convertible stock, $1.00 par value, 1,000,000 shares
|
||||||||
authorized,
473,624 issued and outstanding, respectively
|
473,624 | 473,624 | ||||||
Common
stock, $0.0001 par value, 25,000,000 shares
|
||||||||
authorized,
12,743,610 issued and outstanding respectively
|
1,275 | 1,275 | ||||||
Additional
paid-in capital
|
15,654,944 | 15,654,944 | ||||||
Deficit
accumulated during development stage
|
(16,728,956 | ) | (16,474,669 | ) | ||||
Accumulated
other comprehensive loss
|
(177,234 | ) | (177,244 | ) | ||||
Total
Stockholders' Deficit
|
(776,347 | ) | (522,070 | ) | ||||
Total
Liabilities and Stockholders' Deficit
|
$ | 4,508 | $ | 60,316 |
See accompanying notes to
consolidated financial statements.
1
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
UNAUDITED
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the period from
|
||||||||||||||||||||
March
5, 1999
|
||||||||||||||||||||
For
The Three Months Ended
|
For
The Nine Months Ended
|
(inception)
to
|
||||||||||||||||||
December
31,
|
December
31,
|
December
31
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
||||||||||||||||
Operating
Expenses
|
||||||||||||||||||||
Compensation
|
$ | - | $ | - | $ | - | $ | - | $ | 1,750,636 | ||||||||||
Depreciation
and amortization
|
- | - | - | - | 814,183 | |||||||||||||||
Consulting
|
14,000 | 15,107 | 41,999 | 43,455 | 9,845,810 | |||||||||||||||
Bad
debt
|
- | - | - | - | 12,819 | |||||||||||||||
Director
fees
|
- | - | - | - | 314,100 | |||||||||||||||
Financing
fees
|
- | - | - | - | 28,781 | |||||||||||||||
Professional
fees
|
5,844 | 9,188 | 28,026 | 39,574 | 224,936 | |||||||||||||||
General
and administrative
|
9,525 | 11,693 | 29,656 | 41,246 | 590,382 | |||||||||||||||
Research
and development
|
39,672 | 45,638 | 130,756 | 165,622 | 1,649,360 | |||||||||||||||
Loss
on debt conversion
|
- | - | - | - | 519,795 | |||||||||||||||
Impairment
loss
|
- | - | - | - | 1,191,846 | |||||||||||||||
Total
Operating Expenses
|
69,041 | 81,626 | 230,437 | 289,897 | 16,942,648 | |||||||||||||||
Other
Income (Expenses)
|
||||||||||||||||||||
Interest
income
|
- | - | - | - | 4,922 | |||||||||||||||
Interest
expense
|
(8,401 | ) | (7,644 | ) | (23,787 | ) | (23,961 | ) | (118,396 | ) | ||||||||||
Gain
on debt forgiveness
|
- | - | - | - | 78,665 | |||||||||||||||
Loss
on disposal of equipment
|
- | - | - | - | (567 | ) | ||||||||||||||
Foreign
currency translation gain
|
(129 | ) | (159,710 | ) | (63 | ) | (202,540 | ) | 249,068 | |||||||||||
Total
Other Income (Expense), net
|
(8,530 | ) | (167,354 | ) | (23,850 | ) | (226,501 | ) | 213,692 | |||||||||||
Net
Income (Loss)
|
$ | (77,571 | ) | $ | (248,980 | ) | $ | (254,287 | ) | $ | (516,398 | ) | $ | (16,728,956 | ) | |||||
Comprehensive Loss
|
||||||||||||||||||||
Foreign
currency translation gain (loss)
|
139 | 160,537 | 10 | 203,487 | (177,234 | ) | ||||||||||||||
Total
Comprehensive Loss
|
$ | (77,432 | ) | $ | (88,443 | ) | $ | (254,277 | ) | $ | (312,911 | ) | $ | (16,906,190 | ) | |||||
Weighted
average number of shares outstanding
|
||||||||||||||||||||
during
the year - basic and diluted
|
12,743,610 | 12,743,610 | 12,743,610 | 12,743,610 | ||||||||||||||||
Net Income
(Loss) per share - basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) |
See
accompanying notes to consolidated financial statements.
2
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
UNAUDITED
CONSOLIDATED STATEMENT OF CASH FLOWS
March
5, 1999
|
||||||||||||
For
the Nine Months Ended December 31,
|
(Inception)
to
|
|||||||||||
2009
|
2008
|
December
31, 2009
|
||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
income (loss)
|
$ | (254,287 | ) | $ | (516,398 | ) | $ | (16,728,956 | ) | |||
Adjustment
to reconcile net loss to net cash provided by (used in)
|
||||||||||||
operating
activities:
|
||||||||||||
Depreciation
and amortization
|
- | - | 814,183 | |||||||||
Recognition
of services rendered by consultant
|
- | - | 10,227,893 | |||||||||
Stock
based consulting expense
|
- | - | 854,345 | |||||||||
Stock
based director fees
|
- | - | 314,100 | |||||||||
Stock
based rent and administrative fees
|
- | - | 167,028 | |||||||||
Preferred
convertible stock issued for interest due on outstanding preferred
convertible stock
|
- | - | 13,890 | |||||||||
Common
stock warrants issued as financing fee
|
- | - | 3,783 | |||||||||
Loss
on disposal of equipment
|
- | - | 567 | |||||||||
Impairment
loss
|
- | - | 1,191,846 | |||||||||
Gain
on debt forgiveness
|
- | - | (9,837 | ) | ||||||||
Gain
on settlement of accounts payable
|
- | - | (59,654 | ) | ||||||||
Loss
on settlement of accounts payable
|
- | - | 519,795 | |||||||||
Amortization
of stock based financing fee
|
- | - | 25,010 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Other
receivable
|
- | (42 | ) | - | ||||||||
Prepaids
and other assets
|
44,229 | 39,353 | (3,333 | ) | ||||||||
Accounts
payable and accrued expenses
|
20,944 | (12,226 | ) | 558,466 | ||||||||
Related
party accounts payable, accrued interest, and accrued
liabilities
|
23,787 | 45,794 | 76,379 | |||||||||
Net
Cash Used in Operating Activities
|
(165,327 | ) | (443,519 | ) | (2,034,495 | ) | ||||||
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
cost
|
- | - | 958,222 | |||||||||
Loan
proceeds from related parties, net
|
153,738 | 243,824 | 1,285,937 | |||||||||
Repayment
of loan to related parties
|
- | - | (26,792 | ) | ||||||||
Net
Cash Provided by Financing Activities
|
153,738 | 243,824 | 2,217,367 | |||||||||
Effect
of Exchange Rate
|
10 | 203,487 | (177,234 | ) | ||||||||
Net
Increase (decrease) in Cash and Cash Equivalents
|
(11,579 | ) | 3,792 | 1,175 | ||||||||
Cash
and Cash Equivalents at Beginning of Period
|
12,754 | 7,328 | - | |||||||||
Cash
and Cash Equivalents at End of Period
|
$ | 1,175 | $ | 11,120 | $ | 1,175 | ||||||
Supplemental
Disclosure of Cash Flow Information:
|
||||||||||||
Cash
paid for:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Taxes
|
$ | - | $ | - | $ | - | ||||||
Supplemental
Disclosure of Non-Cash
|
||||||||||||
Investing
and Financing Activities:
|
||||||||||||
Conversion
of debt to equity
|
$ | - | $ | - | $ | 1,102,154 | ||||||
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
consolidated financial statements.
3
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
December
31, 2009
(Unaudited)
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
has subsequently built itself into a development stage biopharmaceutical company
that develops receptor-mediated technologies to control the uptake of vitamin
B12 by non-controlled proliferative cells.
Activities
during the development stage include acquisition of financing and intellectual
properties and research and development activities conducted by others under
contracts.
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.
For
further information, refer to the audited consolidated financial statements and
footnotes of the Company for the year ending March 31, 2009 included in the
Company's Form 10-K.
The
Company is exposed to foreign exchange rate fluctuations as the financial
results of the company’s Canadian subsidiary is translated into U.S. dollars on
consolidation. The functional currency of Kyto’s subsidiary is the Canadian
dollar.
NOTE
2 – GOING CONCERN
As
reflected in the accompanying consolidated financial statements, the Company has
a working capital deficiency of $776,347, a deficit accumulated during
development stage of $16,728,956 and a stockholders' deficit of $776,347 as of
December 31, 2009. 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 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.
4
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
December
31, 2009
(Unaudited)
NOTE
3 – ACCOUNTING STANDARDS UPDATES
In December 2009, the FASB has published
ASU 2010-16 ““Transfers and Servicing (Topic 860): Accounting for Transfers of
Financial Assets.” ASU No. 2009-16 is a revision to ASC 860, “Transfers and
Servicing,” and amends the guidance on accounting for transfers of financial
assets, including securitization transactions, where entities have continued
exposure to risks related to transferred financial assets. ASU No. 2009-16
also expands the disclosure requirements for such transactions. This ASU will
become effective for us on April 1, 2010.. Early adoption is
permitted. The adoption of this ASU did not have a
material impact on our consolidated financial statements; however, it may affect
any future stock distributions.
In
December 2009, the FASB has published ASU 2010-16 Consolidations (Topic 810):
Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities.” ASU No. 2009-17 amends the guidance for consolidation
of VIEs primarily related to the determination of the primary beneficiary of the
VIE. This ASU will become effective for us on April 1, 2010. Early adoption
is permitted. The adoption of this ASU did not have a material impact
on our consolidated financial statements; however, it may affect any future
stock distributions.
In
January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505)- Accounting
for Distributions to Shareholders with Components of Stock and Cash—a consensus
of the FASB Emerging Issues Task Force,” as codified in ASC 505,. ASU
No. 2010-01 clarifies the treatment of certain distributions to
shareholders that have both stock and cash components. The stock portion of such
distributions is considered a share issuance that is reflected in earnings per
share prospectively and is not a stock dividend. The amendments in this Update
are effective for interim and annual periods ending on or after December 15,
2009, and should be applied on a retrospective basis. The adoption of
this ASU did not have a material impact on our consolidated financial
statements; however, it may affect any future stock distributions.
In
January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810)-
Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope
Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02
applies retrospectively to April 1, 2009, our adoption date for ASC
810-10-65-1 as previously discussed in this financial note. This ASU clarifies
the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or
an exchange of a group of assets that is a business or nonprofit activity. The
ASU also requires expanded disclosures. The amendments in this Update are
effective for interim and annual periods ending on or after December 15, 2009,
and should be applied on a retrospective basis. The
adoption of this ASU did not have a material impact on our consolidated
financial statements; however, it may affect future divestitures of subsidiaries
or groups of assets within its scope.
In
January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and
Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements.
ASU No. 2010-06 clarifies improve disclosure requirement related to fair
value measurements and disclosures – Overall Subtopic (Subtopic 820-10) of the
FASB Accounting Standards Codification. The new disclosures and clarifications
of existing disclosures are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosure about purchase,
sales, issuances, and settlement in the roll forward of activity in Level 3 fair
value measurements. Those disclosures are effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years.
The
amendments in this Update are effective for interim and annual periods ending on
or after December 15, 2009, and should be applied on a retrospective
basis The adoption of this ASU did not have a material impact on our
consolidated financial statements; however, it may affect any future stock
distributions.
5
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
December
31, 2009
(Unaudited)
NOTE
3 – ACCOUNTING STANDARDS UPDATES (Continued)
In
January 2010, the FASB has published ASU 2010-05 “Compensation – Stock
Compensation (Topic 718)- Escrowed Share Arrangements and the Presumption of
Compensation.
ASU
No. 2010-01 clarifies the treatment of certain distributions to
shareholders that have both stock and cash components. The stock portion of such
distributions is considered a share issuance that is reflected in earnings per
share prospectively and is not a stock dividend. The amendments in this Update
are effective for interim and annual periods ending on or after December 15,
2009, and should be applied on a retrospective basis. The adoption of
this ASU did
not have a material impact on our consolidated financial statements; however, it
may affect any future stock distributions.
Other
ASUs not effective until after December 31 2009, are not expected to have a
significant effect on the Company’s consolidated financial position or results
of operations.
NOTE
4 – LOANS PAYABLE – RELATED PARTY
During
the nine months ended December 31, 2009, the Company borrowed $153,738 from a
related party of the Company. The loan is non-interest bearing, unsecured, due
on demand, and included in the loans payable, related party
balance.
6
KYTO
BIOPHARMA, INC. AND SUBSIDIARY
(A
Development Stage Company)
December
31, 2009
(Unaudited)
NOTE
5 - EQUITY
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 459,734 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 interest at a rate of 5% per annum. Preferred Convertible Stock has
the same voting rights as Common Stock. Interest expense accrued on the
Convertible Preferred Stock through December 31, 2009 is $43,028.
NOTE
6 – SUBSEQUENT EVENTS
The
company evaluated subsequent events through February 12, 2010, the date the
consolidated financial statements were issued and concluded there are no other
material subsequent events.
7
PLAN OF
OPERATION
During the period ending
December 31, 2009, the Company has continued to conduct 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 which is
currently done by SUNY on utilizing the Vitamin B12 pathway provides for several
strategies aimed at preventing the proliferation of cancer
cells.
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 provides
assistance to the Company on an as-needed basis for and receives $3,000 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 an agreement with a related party
(Credifinance Capital Corp) 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. As of December
31, 2009 473,624 preferred shares were issued.
The
report of our Independent Registered Public Accounting firm on our
March 31, 2009 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 December 31, 2009, $780,855 in total
liabilities. 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.
Not
required for smaller reporting company.
8
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
(a)
|
The
Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company’s reports
filed with the SEC is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to the Company’s management,
including its principle executive officrs, as appropriate, to allow timely
decisions regarding disclosure.
The
Company’s management has evaluated, with the participation of the
principle executive offers the Company’s disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this report. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures were effective as of the end of the
period covered by this report.
|
(b)
|
The
registrant’s principal executive officers have determined that there have
been no changes in the registrant’s internal control over financial
reporting that occurred during the registrant’s last fiscal quarter that
have materially affected, or are reasonably likely to materially affect,
the registrant’s internal control over financial
reporting.
|
9
ITEM
1.
|
LEGAL
PROCEEDINGS
|
None
ITEM
1A.
|
RISK
FACTORS.
|
Not
required for smaller reporting company.
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY
HOLDERS
|
ITEM
5.
|
OTHER
INFORMATION
|
ITEM
6.
|
EXHIBITS
|
10
|
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**
|
||
|
|
||
|
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.
|
11
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)
|
||
|
||
By:
|
/s/
Georges Benarroch
|
|
Georges
Benarroch
Acting
President and Chief Executive Officer
And
Acting Chief Executive Officer
|
||
Date: February
12, 2010
12