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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
   
 


PART I - FINANCIAL INFORMATION
 
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)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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

 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
 
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.
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
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

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.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None
 
ITEM 5.
OTHER INFORMATION
 
None.
 
ITEM 6.
EXHIBITS
 
Index to Exhibits on page 11.
 
10

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**
 
 
 
 
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