Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2017
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
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000-50390
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65-1086538
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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500
Australian Avenue South, Suite 600 West Palm Beach, FL
33401
(Address of Principal
Executive Office) (Zip Code)
(416) 960-8770
(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.
☑ 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). ☐ 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
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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Smaller reporting company
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☑
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Emerging Growth Company
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☐
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Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act).
☐ Yes ☑ No
Indicate the number of shares
outstanding of each of the issuer’s classes of common stock,
as of the latest practicable date.
3,139,747 Common Shares -
$0.0001 Par Value - as of November 10,
2017
For the quarterly period ended September 30, 2017
INDEX
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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3
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Condensed Balance Sheets as of September 30, 2017 (Unaudited) and
March 31, 2017
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3
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Unaudited Condensed Statements of Operations for the Three and
Six Months Ended September 30, 2017 and 2016
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4
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Unaudited Condensed Statement of Stockholders’ Deficit for
the Six Months Ended September 30, 2017
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5
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Unaudited Condensed Statements of Cash Flows for the Six Months
Ended September 30, 2017 and 2016
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6
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Notes
to Unaudited Condensed Financial
Statements
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7
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Item 2. Management’s Discussion and Analysis of
Financial Conditions and Results of Operations.
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10
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Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
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10
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Item 4. Controls and Procedures.
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11
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PART II. OTHER INFORMATION
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Item 1. Legal Proceedings.
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12
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Item 1A. Risk Factors.
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12
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Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.
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12
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Item 3. Defaults Upon Senior Securities.
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12
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Item 4. Mine Safety Disclosures
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12
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Item 5. Other Information
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12
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Item 6.Exhibits
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13
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Signatures
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14-17
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2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
Kyto Biopharma, Inc.
Condensed Balance Sheets
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September
30,
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2017
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March
31,
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(Unaudited)
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2017
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ASSETS
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Current
Assets
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Cash
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$39
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$-
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Total
Current Assets
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39
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-
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Total
Assets
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$39
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$-
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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Current
Liabilities
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Accounts payable
and accrued expenses
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$1,331
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$22
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Accrued
liabilities
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5,000
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10,000
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Accrued liabilities
- related party
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180,000
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148,000
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Loans payable -
related party
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79,567
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68,107
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Total
Current Liabilities
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265,898
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226,129
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Commitments
and Contingencies
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Stockholders'
Deficit
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Preferred
convertible stock, $1.00 par value, 2,000,000 shares
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authorized, none
issued and outstanding as of
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September 30, 2017
and March 31, 2017, respectively
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-
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Common stock,
$0.0001 par value, 100,000,000 shares
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authorized,
3,139,747 issued and outstanding as of
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September 30, 2017
and March 31, 2017, respectively
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314
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314
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Additional paid-in
capital
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32,063,476
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32,063,476
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Accumulated
deficit
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(32,329,649)
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(32,289,919)
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Total
Stockholders' Deficit
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(265,859)
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(226,129)
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Total
Liabilities and Stockholders' Deficit
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$39
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$-
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The
accompanying notes are an integral part of these unaudited
condensed financial statements
3
Kyto Biopharma, Inc.
Condensed Statements of Operations
Unaudited
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For the Three
Months Ended
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For the Six
Months Ended
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September
30
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September
30
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2017
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2016
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2017
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2016
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Operating
Expenses
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General and
administrative
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$20,783
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$19,498
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$39,730
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$39,056
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Total
Operating Expenses
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20,783
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19,498
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39,730
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39,056
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Loss
from Operations
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20,783
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19,498
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39,730
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39,056
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Net
Loss before taxes
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(20,783)
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(19,498)
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(39,730)
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(39,056)
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Net Income (Tax)
Benefit
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-
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-
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-
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-
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Net
Loss
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(20,783)
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(19,498)
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(39,730)
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(39,056)
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Weighted average
number of shares outstanding
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basic and
diluted
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3,139,747
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3,139,747
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3,139,747
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3,139,747
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Net loss per share
- basic and diluted
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(0.01)
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(0.01)
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(0.01)
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(0.01)
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The
accompanying notes are an integral part of these unaudited
condensed financial statements
4
Kyto Biopharma, Inc.
Condensed Statement of Stockholder's Deficit
For the Six Months Ended September 30, 2017
(Unaudited)
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Preferred
Stock
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Common
Stock
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Additional
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$1.00 par
value
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$0.0001 par
value
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Paid -
in
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Accumulated
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Shares
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Amount
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Shares
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Amount
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Capital
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Deficit
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Total
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Balance,
March 31, 2017
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-
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$-
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3,139,747
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$314
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$32,063,476
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$(32,289,919)
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$(226,129)
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Net
Loss
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-
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(39,730)
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(39,730)
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Balance,
September 30, 2017
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$-
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3,139,747
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$314
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$32,063,476
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$(32,329,649)
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$(265,859)
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The accompanying
notes are an integral part of these unaudited condensed financial
statements
5
Kyto Biopharma, Inc.
Condensed Statements of Cash Flows
(Unaudited)
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For the Six
Months Ended September 30,
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2017
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2016
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Cash
Flows from Operating Activities:
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Net
loss
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$(39,730)
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$(39,056)
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Adjustment to
reconcile net loss to net cash used in operating
activities:
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Changes in
operating liabilities:
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Accrued liabilities
- related party
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32,000
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20,000
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Accrued
liabilities
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(5,000)
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4,500
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Accounts payable
and accrued expenses
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1,309
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341
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Net
Cash Used in Operating Activities
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(11,421)
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(14,215)
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Cash
Flows from Investing Activities:
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Net
Cash Used in Investing Activities
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-
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-
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Cash
Flows from Financing Activities:
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Loan proceeds from
related parties, net
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11,460
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14,214
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Net
Cash Provided by Financing Activities
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11,460
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14,214
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Net increase
(decrease) in Cash and Cash Equivalents
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39
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(1)
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Cash and Cash
Equivalents at Beginning of Period
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-
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32
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Cash
and Cash Equivalents at End of Period
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$39
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$31
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Supplemental
Disclosure of Cash Flow Information:
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Cash paid
for:
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Interest
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Interest
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$-
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$-
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Taxes
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Income
taxes
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$-
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$-
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The
accompanying notes are an integral part of these unaudited
condensed financial statements
6
KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2017
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF
PRESENTATION
Kyto Biopharma, Inc. was formed as a Florida corporation on
March 5, 1999. On August 14, 2002, the 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 in
the development stage as it is in the process of looking at a
number of strategies to become active. Once it has settled on the
strategy, the Company will develop a plan for an acquisition and
the means to achieve its goal.
Activities during the development stage include acquisition of
financing and intellectual properties and research and development
activities conducted by others under contracts.
USE OF ESTIMATES
In preparing financial statements, management is required to make
estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and revenues
and expenses during the period presented. Actual results may differ
from these estimates.
Significant estimates during 2017 include, the valuation allowance
of deferred tax assets.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original
maturities of three months or less at the time of purchase to be
cash equivalents. There were no cash equivalents at September 30,
2017 and March 31, 2017, respectively.
CONCENTRATIONS
The Company maintains its cash in bank deposit accounts, which, at
times, may exceed federally insured limits. As of September 30,
2017, the Company did not have any deposits in excess of federally
insured limits. The Company has not experienced any losses in such
accounts through September 30, 2017 and March 31, 2017,
respectively.
The Company has obtained and continues to obtain a large amount of
its funding from loans and equity funding from a principal
stockholder related to a director of the Company.
NET
LOSS PER COMMON SHARE
In
accordance with Statement of Financial Accounting Standards
Accounting Standard Codification Topic 260, "Earnings per Share",
basic earnings per share is computed by dividing the net income
less preferred dividends for the period by the weighted average
number of common shares outstanding. Diluted earnings per share is
computed by dividing net income less preferred dividends by the
weighted average number of common shares outstanding including the
effect of common stock equivalents. Common stock equivalents,
consisting of stock options and warrants, have not been included in
the calculation, as their effect is anti-dilutive for the periods
presented.
7
KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2017
NOTE 2 – INTERIM REVIEW REPORTING
The
accompanying unaudited condensed 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 financial statements
should be read in conjunction with the audited financial statements
and notes thereto included in the Company's March 31, 2017 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 financial statements and the
results of its operations for the interim period ended September
30, 2017, 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 financial
statements, the Company has a working capital deficiency of
$265,859, an accumulated deficit of $32,329,649, and a
stockholders' deficit of $265,859 as of September 30, 2017. The
ability of the Company to continue as a going concern is dependent
on the Company's ability to devise a strategy and produce a
business plan. The unaudited condensed 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 financial
statements.
NOTE 5 –RELATED PARTY TRANSACTIONS
(A)
– Loans
Payable- Related Party
During
the six months ended September 30, 2017, the Company received a net
loan from a related party in the amount of $11,460. At September
30, 2017 and March 31, 2017, the Company owed $79,567 and $68,107,
respectively to a related party of the Company. The loans are
non-interest bearing, unsecured and due on demand. The loans are
included in loans payable, related party on the accompanying
balance sheet.
(B)
– Accrued
liabilities -Related Party
The
Company leases office space and administrative services from a
related party principal stockholder. Rent and administrative
expense for the six months ended September 30, 2017 and 2016 was
$20,000 and $20,000, respectively and is included in general and
administrative expense in the accompanying statements of
operations.
Directors’
fees are also included in Accrued liabilities – related
parties. Directors’ fees for the six months ended September
30, 2017 and 2016 were $12,000 and $12,000, respectively and is
included in general and administrative expense in the accompanying
statements of operations. As of September 30, 2017 and March 31,
2017, the remaining balance in the accrued liabilities-related
party account for the above services was $180,000 and $148,000,
respectively.
8
KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2017
NOTE 6– EQUITY
(A)
–PREFERRED STOCK
As of
September 30, 2017 and March 31, 2017, there are 2,000,000 shares
authorized and no preferred shares of the Company issued and
outstanding.
(B)
–
COMMON STOCK
As of September 30, 2017 and March 31, 2017, 3,139,747 shares of
the Company’s common stock were issued and
outstanding.
NOTE 7 SUBSEQUENT EVENTS
On November 6, 2017 the Company announced that it is offering up to
2 million of its Common Shares to Accredited Investors as a
non-brokered Private Placement (''Private Placement'') to be
completed on or before December 20, 2017.
Upon completion of the Minimum Offering of the Private Placement,
KBPH will file an S-8 Registration Statement with the SEC to offer
to the new elected President & CEO, an option to purchase
2,697,085 Common Shares of KBPH. Debt owed to principal shareholder
will be converted to 322,026 common shares. Upon completion of the
Maximum Offering of the Private Placement and after issuance of
Common Shares under the S-8 Registration Statement Kyto BioPharma
will have 8,158,858 common shares issued and
outstanding.
In conjunction with the closing of the Private Placement, KBPH will
change its name to Kyto Technology and Life Science, Inc. The
symbol, KBPH, will be changed to a symbol as agreed to by
OTCQB.
In conjunction with the closing of the Private Placement, there
will be a change to the Officers and Directors of KPBH. The
officers and directors of KBPH at closing of the Private Placement
will be as follows:
Name
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Position(s)
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Paul Russo
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President & Chief Executive Officer, Director
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Georges Benarroch
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Corporate Secretary & Treasurer, Director,
Chairman
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9
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
PLAN OF OPERATIONS
The report of our Independent Registered Public Accounting firm
dated June 29, 2017 on our March 31, 2017 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, 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. Currently we
do not 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 three months ended September 30, 2017 the Company’s
net loss attributable to common shareholders increased by $1,285 to
$20,783 compared to a net loss of $19,498 for the three months
ended September 30, 2016.
For the six months ended September 30, 2017 the Company’s net
loss attributable to common shareholders increased by $674 to
$39,730 compared to a net loss of $39,056 for the six months ended
September 30, 2016.
Liquidity and Capital Resources
The Company had working capital deficits of $265,859 as of
September 30, 2017 and $226,129 as of March 31, 2017. Cash was
$39 as of September 30, 2017, and Nil as of March 31,
2017.
Cash from operating activities
The Company’s net cash used in operations decreased by $2,794
to $11,421 for the six months ended September 30, 2017 compared to
net cash used in operations of $14,215 for the six months ended
September 30, 2016.
Cash from financing activities
The Company’s net cash flows from financing activities
decreased by $2,754 to $11,460 for the six months ended September
30, 2017 compared to cash flows from financing activities of
$14,214 for the six months ended September 30, 2016.
The Company’s plan of operations 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, 2017 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, 2017.
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, 2017, 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 13
12
INDEX TO EXHIBITS
EXHIBIT NUMBER
|
|
DESCRIPTION
|
|
Articles of Incorporation of Kyto Biopharma, Inc.*
|
|
|
|
|
|
Articles of Amendment changing name to Kyto Biopharma,
Inc.*
|
|
|
|
|
|
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]. **
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Georges Benarroch
|
|
|
|
Georges Benarroch
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
|
|
|
|
|
Date: November 14, 2017
14