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EX-32.2 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - Kyto Technology & Life Science, Inc.kyto_ex322.htm
EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - Kyto Technology & Life Science, Inc.kyto_ex321.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - Kyto Technology & Life Science, Inc.kyto_ex312.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - Kyto Technology & Life Science, Inc.kyto_ex311.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
☑·  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended March 31, 2018
OR
 
☐·  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
(Exact name of registrant as specified in its charter)
 
FLORIDA 
 
65-1086538
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification Number)
 
13050 La Paloma Rd, Los Altos Hills CA
 
94022
(Address of Principal Executive Offices)
 
(Zip Code)
               
Registrant's telephone number, including area code (416) 960-8790
 
Securities registered pursuant to Section 12(g) of the Act:
 
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐  No   ☑ 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐  No   ☑ 
 
Check whether the issuer  (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, and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑  No   ☐ 
 
Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ 
 
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
☑ 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐      No   ☑
 
The aggregate market value of the voting common stock held by non-affiliates of the Registrant on September 30, 2017, was approximately $1,040,256.
 
The Registrant had 3,139,747 shares of common stock, $0.0001 par value per share, outstanding on June 20, 2018
 

 
 
 
TABLE OF CONTENTS
FORM 10-K
FOR FISCAL YEAR ENDED MARCH 31, 2018
 
 
 
Page
 
PART I
 
 
 
 
 
 
 
ITEM 1.
Business
 
 
3
 
ITEM 2.
Properties
 
 
4
 
ITEM 3.
Legal Proceedings
 
 
4
 
ITEM 4.
Mine Safety Disclosure
 
 
4
 
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
 
ITEM 5. 
Market for Registrants Common Equity and Related Stockholder Matters
 
 
5
 
ITEM 6
Selected Financial Data
 
 
6
 
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
 
 
7
 
ITEM 8.
Financial Statements and Supplementary Data
 
 
7
 
ITEM 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
 
 
8
 
ITEM 9A.
Controls and Procedures
 
 
8
 
ITEM 9B 
Other Information
 
 
9
 
 
 
 
 
 
PART III
 
 
 
 
 
 
 
 
 
ITEM 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
 
 
10
 
ITEM 11.
Executive Compensation
 
 
12
 
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management
 
 
13
 
ITEM 13.
Certain Relationships and Related Transactions
 
 
14
 
ITEM 14.
Principal Accountant Fees and Services
 
 
14
 
 
 
 
 
 
PART IV
 
 
 
 
 
 
 
 
 
ITEM 15.
Exhibits and Financial Statement Schedules Signatures
 
 
15
 
 
 
 
2
 
 
PART I
   
ITEM 1.  BUSINESS
 
(A) BUSINESS DEVELOPMENT
 
Kyto Technology and Life Science, Inc. was originally formed under the name of B. Twelve, Inc., a Florida corporation, filed with the Secretary of State of Florida on March 5, 1999.
 
On April 27, 1999, the Company filed an amendment to its Articles of Incorporation, increasing its authorized capital stock from 1,000 shares of common stock with a Par Value of $1.00 per share, to 25,000,000 shares of common stock with a Par Value of $1.00 per share and 1,000,000 shares of preferred stock, also with a Par Value of $1.00 per share.
 
In August, 2001, the Company filed an amendment to its Articles of Incorporation, changing the Par Value of its common stock from $1.00 per share to $0.0001 Par Value per share.
 
On August 14, 2002, the Company filed an amendment to its Articles of Incorporation, changing the name to KYTO BIOPHARMA INC.
 
On April 26, 2018, the company filed an amendment to its Article of Incorporation, changing the name to KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 
The total authorized capital stock of this Corporation shall consist of One Hundred Million (100,000,000) shares of voting Common Stock, having a par value of $0.0001 each, amounting in the aggregate to Ten Thousand Dollars ( $10,000.00), and Two Million (2,000,000) shares of Class A Preferred Stock, having a par value of $1.00 each, amounting in the aggregate to Two Million Dollars ($2,000,000) and One Million Five Hundred Thousand Class B Preferred Stock, having a par value of $0.80 each, amounting in the aggregate to One Million Two Hundred Thousand Dollars ($1,200,000). All stock when issued shall be fully paid for and shall be non-assessable.
 
The Company filed a Uniform Business Report (UBR) with the Secretary of State, State of Florida, for the year 2008 and paid all required fees. Its status is active.
 
The Company is currently not in the development stage and was in “development stage” till June 30, 2011.
 
On September 24, 2015 a submission on Florida Section 607.0704 of the Florida Business Corporation Act was sent to the Company. Pursuant to this Section it is possible for shareholders owning a majority of the outstanding stock of the Company to take an action without the requirement of a meeting.
 
The action taken by the majority shareholders was taken for the purpose of increasing the share price which could generate interest in the Company by investors and provide business opportunities. The action then adopted a reverse stock split in the amount of a one (1) for ten (10) of our issued and outstanding shares of common stock. By way of explanation, a reverse stock split is a process whereby a company decreases the number of company shares that are available and increases the price per share by combining the current shares into fewer shares. The reverse split does not change the number of authorized shares of common stock. Each stockholder will hold the same percentage of our outstanding common stock immediately following the reverse stock split as she or he did immediately prior to the reverse stock split, except for adjustments required to the treatment of fractional shares.
 
It should be pointed out that the Company sees no dissenters’ rights with respect to the reverse stock split, and we do not intend to independently provide shareholders with such rights.
 
As a result of the reverse stock split, every 10 shares of the Company's issued and outstanding common stock automatically combined into one issued and outstanding share of common stock. Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split occurred on the first day of the first period presented.
 
 
3
 
 
(2) Employees
 
The Company has no employees, full-time or part-time. The President of Kyto Technology and Life Science, Inc. is acting as consultant to the Company and does not receive compensation.
 
 
B) REPORTS TO SECURITY HOLDERS
 
The Bylaws of Kyto Technology and Life Science, Inc. are silent regarding an annual report to shareholders. Kyto Technology and Life Science, Inc. is a reporting company and files reports with the U.S. Securities and Exchange Commission (SEC). The Company is required to file quarterly reports (Form 10-Q) and an annual report (Form 10-K) with the SEC. The annual report includes audited financial statements.
 
Any materials that the Company filed with the Securities and Exchange Commission may be read and copied at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Further, you may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SECD-0330. The Company is an electronic filer and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. That site is http://www.sec.gov.
 
ITEM 2.  DESCRIPTION OF PROPERTY
 
The Company occupies office space on a month-to-month basis and therefore has no leasehold interest. The Company pays a fee to Comindus Finance Inc., a related party, at the rate of approximately $10,000 quarterly, which includes rent and certain administrative services, such as bookkeeping, copying and printing, courier services, and telephone.
 
ITEM 3.  LEGAL PROCEEDINGS
 
There is no litigation of any type whatsoever pending or threatened by or against the Company, its officers and directors.
 
ITEM 4.  MINE SAFETY DISCLOSURES
Not Applicable 
 
 
4
 
 
PART II
 
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
The following discussions should be read in conjunction with the financial statements and related notes which are included in this Form 10-K for the year ending March 31, 2018. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to develop our products.
 
(A) MARKET INFORMATION
 
As of February 23, 2011, our stock quotation coverage moved from the FINRA operated OTC Bulletin Board to the OTC Markets Group, Inc.'s OTCQB under the same symbol "KBPH."
 
In September, 2009, the Financial Industry Regulatory Authority (FINRA), which owns and operates the Over-the-Counter Bulletin Board (OTCBB), announced that it wished to divest itself of the ownership and operation of the OTCBB and intended to sell to an independent third party the OTCBB.com web site, URL, and reservation rights, certain OTCBB.com content; and the OTCBB trademark. Given the uncertainty of the fate of the FINRA operated OTCBB, there has been a large migration of market makers from the OTCBB quotation system to the OTC Link quotation system.
 
Our common stock had traded on the OTC Bulletin Board (R), or OTCBB, since August 04, 2005. The Company's common stock is quoted on the Electronic Bulletin Board of the OTC market, under the trading symbol KBPH. The following table sets forth, for the calendar quarters indicated, the high and low closing prices for our common stock as reported by OTCBB for fiscal years ended March 31, 2018 and 2017. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not represent actual transactions. The market for the common stock has been sporadic and there have been long periods during which there were few, if any, transactions in the common stock and no reported quotations. Accordingly, reliance should not be placed on the quotes listed below, as the trades and depth of the market may be limited, and therefore, such quotes may not be a true indication of the current market value of the Company's common stock.
 
 
 
Common Stock
 
 
 
High
 
 
Low
 
Fiscal Year Ended March 31, 2018
 
 
 
 
 
 
First quarter
 $2.40 
 $2.35 
Second quarter
  2.35 
  2.35 
Third quarter
  2.35 
  2.35 
Fourth quarter
  2.35 
  2.35 
 
    
    
 
    
    
Fiscal Year Ended March 31, 2017
    
    
First quarter
 $5.00 
 $3.00 
Second quarter
  3.00 
  3.00 
Third quarter
  3.00 
  2.48 
Fourth quarter
  2.48 
  2.40 
 
    
    
 
There were 3,139,747 shares of common stock outstanding as of the end of the fiscal year ended March 31, 2018.
 
(B) HOLDERS
 
According to information provided to us by the transfer agent for our shares of Common Stock, as of March 31, 2018, there were 17 holders of record of the shares of Common Stock, including depositories. Based upon information we have received from some of these record owners, we believe there are approximately 100 beneficial holders of our shares of Common Stock.
 
 
5
 
 
(C) DIVIDENDS
 
The Company has not paid any dividends to date and has no plans to do so in the foreseeable future.
 
The holders of Class A and B Preferred Stock shall be entitled to receive out of any funds of the Corporation at a time legally available for the declaration of dividends, dividends at a rate as shall be established within the sole discretion of the Board of Directors and under such terms and conditions as the Board shall prescribe, provided, however, that in the event dividends shall be declared, dividends on issued and outstanding Class A Preferred Stock shall be payable before any dividends shall be declared or paid upon or set apart for the Common Stock, all such dividends being non-cumulative in nature.
 
(D) SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
 
None
 
ITEM 6.  SELECTED FINANCIAL DATA
 
Earnings per share for each of the fiscal years shown below are based on the weighted average number of shares outstanding.
 
 
 
March 31,
2018
 
 
March 31,
2017
 
Net Loss
 $(90,827)
 $(93,929)
 
    
    
Loss Per Share
 $(0.03)
 $(0.03)
 
    
    
Total assets
 $7,504 
 $- 
 
    
    
Total liabilities
 $324,460 
 $226,129 
 
 
6
 
 
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION
 
(A) PLAN OF OPERATION
 
The Company has not been profitable and had no revenues from operations since its inception in March 1999. As reflected in the accompanying audited financial statements, in 2018 the company had, a net loss of $90,827 a working capital deficiency of $316,956, a stockholders' deficiency of $316,956, and an accumulated deficit of $32,380,746 at March 31, 2018. These factors raise substantial doubt about its ability to continue as a going concern.
 
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.
 
(B) LIQUIDITY AND CAPITAL RESOURCES
 
The Company had a working capital deficit of $316,956 and $226,129 as of March 31, 2018 and 2017 respectively. Cash was $4 and $0 as of March 31, 2018 and 2017, respectively.
 
Cash from operating activities:
The Company’s cash outflow from operations of $31,319 for the year ended March 31, 2018 was $1,088 below cash outflow from operating activities as of March 31, 2017 which was $32,407.
 
Cash from financing activities:
The Company’s net cash flow from financing activities of $31,323 for the year ended March 31, 2018 was $1,052 below the cash flow from financing activities for the year ended March 31, 2017, which was $32,375.
 
The Company has adopted a new business plan to assist early stage technology and life science companies by leveraging its network of experienced industry specialists to provide a combination of professional advisory services and investment, and thereby accelerate their development.
 
(C) OFF-BALANCE SHEET ARRANGEMENT
 
None.
 
● THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN DUE TO SIGNIFICANT RECURRING LOSSES FROM OPERATIONS, CASH USED IN OPERATIONS, STOCKHOLDERS' DEFICIT, ACCUMULATED DEFICIT AND WORKING CAPITAL DEFICIT ALL OF WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING. The report of our Independent Registered Public Accounting Firm on our March 31, 2018 and 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 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 funding and maintain successful operations. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Attached audited financial statements for KYTO TECHNOLOGY AND LIFE SCIENCE, INC. for the fiscal years ended March 31, 2018 and 2017 can be found beginning on page F-1.
 
 
7
 
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
The Company did not change accountants during the year and to the date of these financial statements and there are no disagreements with the findings of said accountants.
 
ITEM 9A.  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 year ended March 31, 2018 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 March 31, 2018.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of the financial statements of the Company in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.
  
With the participation of our Chief Executive Officer/ Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2018 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our evaluation and the material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2018 based on the COSO framework criteria. Management has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. Management of the Company believes that these material weaknesses are due to the small size of the Company’s accounting staff.  The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.  To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals. As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
 
These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.
 
In light of this material weakness, we performed additional analyses and procedures in order to conclude that our financial statements for the year ended March 31, 2018 included in this Annual Report on Form 10-K were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the year ended March 31, 2018 are fairly stated, in all material respects, in accordance with US GAAP.
 
 
8
 
 
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.
 
Limitations on Effectiveness of Controls and Procedures
 
Our management, including our Chief Executive 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.
 
Changes in Internal Controls
 
During the fiscal year ended March 31, 2018, 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.
 
Item 9B. Other Information.
 
We do not have any information required to be disclosed in a report on Form 8-K during the fourth quarter of fiscal 2018 that was not reported.
 
 
9
 
 
PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
 
NAME
 
AGE
 
POSITION
Simon Westbrook
 
69
 
Chief Financial Officer
Paul Russo
 
75
 
Chief Executive Officer and Director
Georges Benarroch
 
71
 
Director
Peter Prendergast
 
61
 
Director
 
The business experience of the persons listed above during the past five years are as follows:
 
Mr. SIMON WESTBROOK, CHIEF FINANCIAL OFFICER
 
Effective March 15, 2018, Simon Westbrook was appointed the Company's Chief Financial Officer. In 2009, Mr. Westbrook founded Aargo Inc, a company specializing in financial consulting services to corporations in various tech-related industries. Prior to Aargo, Inc., Mr. Westbrook was CFO of Amber Networks, Inc., and the Chief Financial Officer of Sage, Inc. (NASDAQ: SAGI), a Silicon Valley company specializing in flat panel displays. Before joining Sage, Mr. Westbrook held a number of senior financial positions at Creative Technology (NASDAQ: CREAF), a leading PC multimedia company, and Atari Corp (AMEX: ATC), the video game and home computer company both in the USA and overseas. At various times, he has held positions as an advisory board member of the Silicon Valley Financial Executives Institute, and various technology start-up companies where he has assisted in strategic planning, fund raising and team development. Simon is a Chartered Accountant and holds a Masters in Economics from Trinity College, Cambridge University.
 
Dr. PAUL RUSSO, CHIEF EXECUTIVE OFFICER & DIRECTOR
 
Dr. Russo is the Founder & Chairman of GEO Semiconductor (www.geosemi.com) since 2014, after having served as Chairman & CEO from its founding in 2008 to 2014. Dr. Russo also serves as a Director of SnapDNA (www.snapdna.com), Teslonix (www.teslonix.com), WOO Sports (www.woosports.com) and several other technology ventures (Peekaboo, Dynamount, Illuminati, Thrive, Semplus, InBay and other technology start-ups). Dr. Russo is heavily involved with the Band of Angels and other similar organizations which review over 1,000 start-ups' business plans per year. He is also a Board Advisor to BWG,LLC. Dr. Russo has served as an outside director of ATI Technologies from 2001 through its acquisition by AMD in 2006.
 
Prior to founding GEO Semiconductor, Dr. Russo founded Silicon Optix in 2000, a privately held fabless semiconductor company, serving as its Chairman & CEO through 2008. Prior to Silicon Optix, Dr. Russo was the founder, Chairman and CEO of Genesis Microchip (acquired by ST Micro in 2007) following Genesis Microchip NASD IPO.
 
Prior to founding Genesis, he was General Manager of General Electric Microelectronics Center, Senior Manager of General Electric Industrial Electronics Group and Head, Microsystems Research at RCA's David Sarnoff Research Center. While at RCA, Dr. Russo worked on the world first CMOS microprocessor and pioneered the first use of microprocessors in global communications, programmable video games, TV manufacturing automation and automotive engine control.
 
Dr. Russo received his B.Eng. from McGill University (Canada) and his M.Sc. and Ph.D. in EECS from UC Berkeley. He holds eight U.S. patents, is a fellow of IEEE and has received numerous RCA and industry awards, including the IEEE Centennial Medal and the 2006 Tech Pioneer Award from the World Economic Forum.
 
Mr. GEORGES BENARROCH, DIRECTOR
 
Director of the Company since May 5, 2000. Mr. Benarroch was elected as President and Chief Executive Officer effective February 27, 2006. Mr. Benarroch is the President and Chief Executive Officer of Comindus Finance Corp.
 
 
10
 
 
Mr. Benarroch has 30 years of investment banking as well as money management experience. Mr. Benarroch has raised financing for numerous companies, public as well as private and has managed for 30 years investment banking firms. As well he has been the CEO of a multibillion dollar asset management firm. Mr. Benarroch resigned as President and Chief Executive Officer on April 26, 2018. Mr. Benarroch will remain as a Director.
 
Mr. PETER PRENDERGAST, DIRECTOR
On August 11, 2014, Peter Prendergast became a director of the company.
Mr. Prendergast is a real estate executive with about 20 years of experience. Mr, Prendergast resigned as Director on April 26, 2018.
 
(B) IDENTIFY SIGNIFICANT EMPLOYEES
 
The Company does not expect to receive a significant contribution from employees that are not executive officers.
 
(C) FAMILY RELATIONSHIPS
 
There are no directors, executive officers or persons nominated or persons chosen by the Company to become a director or executive officer of the Company who are directly related to an individual who currently holds the position of director or executive officer or is nominated to one of the said positions.
 
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
 
There are no material events that have occurred in the last five years that would affect the evaluation of the ability or integrity of any director, person nominated to become a director, executive officer, promoter or control person of the Company.
 
(E) AUDIT COMMITTEE
 
The Company has currently no audit committee. The Board of Directors approved the financial statements for the previous year.
 
 
11
 
 
ITEM 11.  EXECUTIVE COMPENSATION
 
(A) SUMMARY COMPENSATION TABLE
 
The following table sets forth all annual and long term compensation for services in all capacities rendered to Kyto by its executive officers and directors for each of the last two most recently completed fiscal years ended
 
 
 
 
 
Annual Compensation
 
    Long-Term Compensation
 
 
 
 
 
 
 
 
 
 
 
Awards
 
Payouts 
All Other Name and Payouts Principal  Position
 
 
Year
 
Salary
  ($)
 
Bonus ($)
 
Other Annual Compensation ($)
 
Securities Under Options/SARs Granted (#)
 
Restricted Shares
or  Restricted
Share Units 
($)
 
 
LTIP
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Paul Russo, Chief Executive Officer, Director
 
2018
 
None
 
 
 
 
 
 
 
None
 
 
 
 
2017
 
None
 
 
 
 
 
 
 
None
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Simon Westbrook, Chief Financial Officer
 
2018
 
None
 
 
 
 
 
 
 
None
 
 
 
 
2017
 
None
 
 
 
 
 
 
 
None
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Georges Benarroch, Director
 
2018
 
None
 
 
 
 
 
 
 
None
 
 
 
 
2017
 
None
 
 
 
 
 
 
 
None
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Peter Predergast, Director
 
2018
 
None
 
 
 
 
 
 
 
None
 
 
 
 
2017
 
None
 
 
 
 
 
 
 
None
 
 
 
 (B) OPTION/SAR GRANTS TABLE
 
There were no options granted to employees and no grants to key employees in fiscal years ended March 31, 2018 and 2017.
 
(C) LONG-TERM INCENTIVE ("LTIP") AWARDS TABLE
 
None
   
(D) COMPENSATION OF DIRECTORS
 
All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election and compensation of directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time.
 
The Company does not currently maintain insurance for the benefit of the directors and officers of Kyto against liabilities incurred by them in their capacity as directors or officers of Kyto. Kyto does not maintain a pension plan for its employees, officers or directors.
  
None of the directors or senior officers of Kyto and no associate of any of the directors or senior officers of Kyto was indebted to the Company during the financial period ended March 31, 2018 of Kyto other than for routine indebtedness.
 
(E) EMPLOYMENT CONTRACTS
 
None
 
(F) REPORT ON REPRICING OF OPTIONS/SARS
 
None
 
 
12
 
 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following persons (including any group as defined in Regulation S-B, Section 228.403) are known to the Company, as the issuer, to be beneficial owner of more than five percent (5%) of any class of the said issuer's voting securities.
 
TITLE OF CLASS
 
NAME AND ADDRESS OF BENEFICIAL OWNER
 
COMMON
SHARES
 
 
PERCENTAGE OF CLASS
 
Common 
 
Comindus Finance Corp.
Florida, United States
  2,697,085 
  85.9%
 
 
    
    
Common
 
Dr. Uri Sagman 
Toronto, Ontario, Canada
  190,503 
  6.1%
 
(B) SECURITY OWNERSHIP OF MANAGEMENT
 
TITLE OF CLASS
 
NAME AND ADDRESS  OF BENEFICIAL OWNER 
 
COMMON
SHARES
 
 
PERCENTAGE
OF CLASS
 
 Common 
 
Georges Benarroch (1)  
  0 
  0%
 
(1) Georges Benarroch is the President and Chief Executive Officer of Comindus Finance Corp.
 
(C) CHANGES IN CONTROL
 
There is no such arrangement which may result in a change in control of the Company.
 
 
13
 
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
(A) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Detail of related party transactions are described in notes 3 of the Financial Statements.
 
At March 31, 2018 and 2017, the Company owed $99,430 and $68,107, respectively, to Comindus Finance Corp. Georges Benarroch is the President and Chief Executive Officer of Comindus Finance Corp and a director of Kyto. The loan is non-interest bearing, unsecured and due on demand and included in the loans payable, related party balance.
 
The Company leases office space and administrative services from a related party principal stockholder. Rent and administrative expense in 2018 and, 2017, was $40,000 and $40,000, respectively and is included in general and administrative expense in the accompanying statements of operations. The Company allocates 50% of these amounts to rent expense. As of March 31, 2018, and 2017, the remaining balance in the accrued liabilities-related party account for the above services was $140,000 and $100,000, respectively.
 
Directors fees are also included in Accrued liabilities – related parties. Directors fees for the years ended March 31, 2018 and 2017 was $24,000 and $24,000, respectively, and is included in general and administrative expense in the accompanying statements of operations. As of March 31, 2018 and 2017, the remaining balance in the accrued liabilities-related party account for the above services was $72,000 and $48,000, respectively.
 
During the year ended March 31, 2001, the Company entered into an agreement with Medarex Inc. (‘the vendor’), who is also a principal stockholder, for services totaling $200,000. On November 11, 2002, the Company and vendor mutually agreed that in lieu of the $200,000 payment, the vendor would accept 10,000 shares of the Company's common stock valued at $1.00 totaling $100,000. In addition, the Company also executed a $100,000 unsecured promissory note with the vendor. Under the terms of the promissory note, the obligation bears interest at prime plus 1% (4.25% at March 31, 2014). Interest is accrued and payable quarterly. Comindus Finance Corp, assumed the promissory note during the year ended March 31, 2015. At March 31, 2018 and 2017, accrued interest totaled $0 and $0, respectively.
 
(B) TRANSACTIONS WITH PROMOTERS
 
Georges Benarroch would be considered as a promoter of the Company. Georges Benarroch is the president of Comindus Finance Corp, holding 2,697,085 shares of the Company common stock represented by 85.9% of total issued and outstanding shares.
 
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
(1) Audit Fees
 
RBSM LLP, Independent Registered Public Accounting firm billed an aggregate of $15,000 and $15,000 for audit of our annual financial statements for the fiscal years ended March 31, 2018 and 2017.
 
(2) Audit Related Fees
 
No other professional services were rendered by RBSM LLP for audit related services rendered during the fiscal years ended March 31, 2018 and 2017.
 
(3) Tax Fees
 
No professional services were rendered by RBSM LLP for tax compliance, tax advice, and tax planning the fiscal years ended March 31, 2018 and 2017.
 
(4) All Other Fees
 
Not applicable.
 
 
14
 
 
ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K
 
(A) LISTING OF EXHIBITS
 
EXHIBIT NUMBER
 
DESCRIPTION
 
 
 
3(i)(a)
 
Articles of Incorporation of Kyto Technology and Life Science, Inc.*
3(i)(b) 
 
Articles of Amendment changing name to Kyto Technology and Life Science, Inc.*
3(ii) 
 
Bylaws of Kyto Technology and Life Science, Inc.*
A
 
Medarex Agreement**
B
 
Patent Family Summary**
C
 
Research Foundation of The State University of New York agreement**
31.1 
 
Section 302 Certification of the principal executive officer and the principal financial and accounting officer**
32.1 
 
Certification pursuant to 18 U.S.C. Section 1350 as  adopted pursuant to Section 906 of the Sarbanes-Oxley Act  of 2002 of the principal executive officer and principal financial accounting officer**
 
* 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-K.
 
(B) Code of Ethics
 
Kyto Technology and Life Science, Inc. will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, and integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company's best interest. Kyto Technology and Life Science, Inc. will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the men and women who work here. Thus, we are all expected to adhere to high standards of personal integrity.
 
Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear to conflict, with the interests of the company, its clients or affiliates. Officers, directors and employees must be particularly careful to avoid representing Kyto Technology and Life Science, Inc. in any transaction with others with whom there is any outside business affiliation or relationship. Officers, directors, and employees shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affiliates.
 
No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or influence business activity.
 
Officers, directors and employees of Kyto Technology and Life Science, Inc. will often come into contact with, or have possession of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information - whether it is on behalf of our company or any of our clients or affiliates - could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods. Proprietary, confidential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.
   
Misuse of material inside information in connection with trading in the company's securities can expose an individual to civil liability and penalties. Directors, officers, and employees in possession of material information not available to the public are "insiders." Spouses, friends, suppliers, brokers, and others outside the company who may have acquired the information directly or indirectly from a director, officer or employee are also "insiders." The Act prohibits insiders from trading in, or recommending the sale or purchase of, the company's securities, while such inside information is regarded as "material," or if it is important enough to influence you or any other person in the purchase or sale of securities of any company with which we do business, which could be affected by the inside information.
 
 
15
 
 
The following guidelines should be followed in dealing with inside information:
 
Until the company has publicly released the material information, an employee must not disclose it to anyone except those within the company whose positions require use of the information.
 
Employees must not buy or sell the company's securities when they have knowledge of material information concerning the company until it has been disclosed to the public and the public has had sufficient time to absorb the information.
 
Employees shall not buy or sell securities of another corporation, the value of which is likely to be affected by an action by the company of which the employee is aware and which has not been publicly disclosed.
 
Officers, directors and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.
 
Officers, directors and employees will refrain from gathering competitor intelligence by illegitimate means and refrain from acting on knowledge, which has been gathered in such a manner. The officers, directors and employees of Kyto Technology and Life Science, Inc. will seek to avoid exaggerating or disparaging comparisons of the services and competence of their competitors.
 
Officers, directors and employees will obey all Equal Employment Opportunity laws and act with respect and responsibility towards others in all of their dealings. Officers, directors and employees will remain personally balanced so that their personal life will not interfere with their ability to deliver quality products or services to the company and its clients.
 
Officers, directors and employees agree to disclose unethical, dishonest, fraudulent and illegal behavior, or the violation of company policies and procedures, directly to management.
 
Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.
 
 
16
 
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 
 
 
 
 
DATE: June 28, 2018
By:
/ s/ Simon Westbrook
 
 
 
Name: Simon Westbrook
 
 
 
Chief Financial Officer,
 
 
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Simon Westbrook
 
Chief Financial Officer
 
June 28, 2018
Simon Westbrook
 
 
 
 
 
 
 
 
 
/s/ Paul Russo
 
Chief Executive officer
 
June 28, 2018
Paul Russo
 
 
 
 
 
 
 
 
 
/s/ Georges Benarroch
 
Director
 
June 28, 2018
Georges Benarroch
 
 
 
 
 
 
 
 
 
 
 
 
17
 
 
Kyto Technology and Life Science, Inc.
   Financial Statements
Table of Contents
 
Report of Independent Registered Public Accounting Firm
 
 
F-2
 
 
 
 
 
 
 Balance Sheets  as of March 31, 2018 and 2017
 
 
F-3
 
 
 
 
 
 
 Statements of Operations for the years ended March 31, 2018 and 2017
 
 
F-4
 
 
 
 
 
 
 Statement of Stockholders' Deficit for the years ended March 31, 2018 and 2017
 
 
F-5
 
 
 
 
 
 
 Statements of Cash Flows for the years ended March 31, 2018 and 2017
 
 
F-6
 
 
 
 
 
 
Notes to Financial Statements
 
 
F-7  /  F-22
 
 
 
 
 
F-1
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
To the Board of Directors and Stockholders of Kyto Technology and Life Science, Inc.
 
Opinion on the Financial Statements
 
We have audited the accompanying balance sheets of Kyto Technology and Life Science, Inc. (the Company) as of March 31, 2018 and 2017, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended March 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and 2017, and the results of its operations and its cash flows for the years ended March 31, 2018 and 2017, in conformity with accounting principles generally accepted in the United States of America.
 
The Company's Ability to Continue as a Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit, recurring losses, and expects continuing future losses, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Basis for Opinion
 
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
 
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
/s/ RBSM LLP
 
We have served as the Company’s auditor since 2010.
 
Henderson, NV
June 28, 2018
 
 
F-2
 
 
 
Kyto Technology and Life Science, Inc.
 
 
 Balance Sheets
 
 
 
 
 
 
March 31,
 
 
March 31,
 
 
 
2018
 
 
2017
 
ASSETS
 

 
 
 
 
Current Assets
 
 
 
 
 
 
Cash
 $4 
 $- 
Prepaid Expense
  7,500 
    
 
    
    
Total Current Assets
  7,504 
  - 
 
    
    
Total Assets
 $7,504 
 $- 
 
    
    
 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
    
 
    
    
Current Liabilities
    
    
Accounts payable and accrued expenses
 $530 
 $22 
Accrued liabilities
  12,500 
  10,000 
Accrued liabilities - related party
  212,000 
  148,000 
Loan payable-related party
  99,430 
  68,107 
Total Current Liabilities
  324,460 
  226,129 
 
    
    
Commitments and Contingencies
    
    
 
    
    
 Stockholders' Deficit
    
    
 Class A Preferred convertible stock, $1.00 par value, 2,000,000 shares
    
    
authorized, none issued and outstanding as of
    
    
 March 31, 2018 and 2017, respectively
  - 
  - 
 Class B Preferred convertible stock, $0.80 par value, 1,500,000 shares
    
    
authorized, none issued and outstanding as of
    
    
 March 31, 2018 and 2017, respectively
  - 
  - 
Common stock, $0.0001 par value, 100,000,000 shares
    
    
authorized, 3,139,747 issued and outstanding as of
    
    
 March 31, 2018 and 2017, respectively
  314 
  314 
Additional paid-in capital
  32,063,476 
  32,063,476 
Accumulated deficit
  (32,380,746)
  (32,289,919)
 
    
    
Total Stockholders' Deficit
  (316,956)
  (226,129)
 
    
    
Total Liabilities and Stockholders' Deficit
 $7,504 
 $- 
 
 
F-3
 
 
 
Kyto Technology and Life Science, Inc.
 
 
 Statements of Operations
 
 
 
 
 
 
 
 
 
 
For the Years Ended
 
 
 
March 31
 
 
 
2018
 
 
2017
 
Operating Expenses
 
 
 
 
 
 
General and administrative
 $90,827 
 $93,929 
 
    
    
Total Operating Expenses
  90,827 
  93,929 
 
    
    
Loss from Operations
  90,827 
  93,929 
 
    
    
 
    
    
Net Loss before taxes
  (90,827)
  (93,929)
 
    
    
Net Income (Tax) Benefit
  - 
  - 
 
    
    
Net Loss
 $(90,827)
 $(93,929)
 
    
    
 
    
    
 
    
    
 
    
    
Weighted average number of shares outstanding
    
    
 basic and diluted
  3,139,747 
  3,139,747 
 
    
    
 
    
    
Net loss per share - basic and diluted
 $(0.03)
 $(0.03)
 
 
 
F-4
 
 
 
Kyto Technology and Life Science, Inc.
 
 
 Statement of Stockholder's Deficit
 
 
For the Years Ended March 31, 2018 and 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Preferred Stock - Class A
 
 
 Preferred Stock - Class B
 
 
 Common Stock
 
 
 Additional
 
 

 
 
 
 
 
 
$1.00 par value
 
 
$0.80 par value
 
 
$0.0001 par value
 
 
 Paid - in
 
 
Accumulated
 
 
 
 
 
 
 Shares
 
 
 Amount
 
 
 Shares
 
 
 Amount
 
 
 Shares
 
 
 Amount
 
 
 Capital
 
 
 Deficit
 
 
 Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, March 31, 2016
  - 
 $- 
  - 
 $- 
  3,139,747 
 $314 
 $32,063,476 
 $(32,195,990)
 $(132,200)
Net Loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (93,929)
  (93,929)
Balance, March 31, 2017
  - 
 $- 
  - 
 $- 
  3,139,747 
 $314 
 $32,063,476 
 $(32,289,919)
 $(226,129)
Net Loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (90,827)
  (90,827)
Balance, March 31, 2018
  - 
 $- 
  - 
 $- 
  3,139,747 
 $314 
 $32,063,476 
 $(32,380,746)
 $(316,956)
 
 
F-5
 
 
 
Kyto Technology and Life Science, Inc.
 
 
Statements of Cash Flows
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Years Ended March 31,
 
 
 
 2018
 
 
 2017
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
Net loss
 $(90,827)
 $(93,929)
Adjustment to reconcile net loss to net cash used in operating activities:
    
    
 
    
    
Changes in operating assets and liabilities:
    
    
Prepaid and other assets
  (7,500)
    
Accrued liabilities related party
  64,000 
  64,000 
Accrued liabilities
  2,500 
  (2,500)
Accounts payable and accrued expenses
  508 
  22 
Net Cash Used in Operating Activities
  (31,319)
  (32,407)
 
    
    
Cash Flows from Investing Activities:
    
    
 
    
    
Net Cash Used in Investing Activities
  - 
  - 
 
    
    
Cash Flows from Financing Activities:
    
    
Loan proceeds from related parties, net
  31,323 
  32,375 
 
    
    
Net Cash Provided by Financing Activities
  31,323 
  32,375 
 
    
    
Net decrease in Cash and Cash Equivalents
  4 
  (32)
 
    
    
Cash and Cash Equivalents at Beginning of Period
  - 
  32 
 
    
    
Cash and Cash Equivalents at End of Period
 $4 
 $- 
 
    
    
Supplemental Disclosure of Cash Flow Information:
    
    
Cash paid for:
    
    
Interest
 $- 
 $- 
Income taxes
 $- 
 $- 
 
 
F-6
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(A) NATURE OF BUSINESS
 
Kyto Technology and Life Science, 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. On April 26, 2018, the Company changed its name from Kyto Biopharma, Inc. to Kyto Technology and Life Science, Inc.
 
The Company’s strategy is to develop a specialized vehicle for early stage technology and life science companies. KYTO acts as a mentor, advisor, external manager and investor for carefully reviewed and selected privately held companies.
 
(B) GOING CONCERN
 
As reflected in the accompanying financial statements, the Company has no revenues, a net loss of $90,827, a working capital deficiency of $316,956, a stockholders' deficiency of $316,956, and an accumulated deficit of $32,380,746 at March 31, 2018. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. 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 Financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
The Company’s continued existence is dependent upon the Company's ability to resolve its liquidity problems, principally by obtaining additional debt financing and/or equity capital. During the year ended March 31, 2018, the Company received $31,323 in related party debt financing.
 
The Company has yet to generate a business plan and until this happens, the Company is very dependent upon debt and equity funding.
 
 
F-7
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
(D) 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 the fiscal year ended March 31, 2018 and 2017 include the valuation allowance of deferred tax assets.
 
(E) 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 March 31, 2018 and 2017, respectively. 
 
(F) CONCENTRATIONS
 
The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of March 31, 2018 and 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 March 31, 2018 and 2017, respectively.
 
The Company has obtained a large amount of its funding from loans and equity funding from a principal stockholder related to a director of the Company.
 
(G) STOCK-BASED COMPENSATION
 
Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees be accounted for at “fair value.” This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards.
 
Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company did not grant any options or warrants prior to March 31, 2018
 
(H) INCOME TAXES
 
The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 "Accounting for Income Taxes" ("Topic 740"). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date.
 
 
F-8
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
 (I) 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. 
 
(J) 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 financial statements.
 
NOTE 2 COMMITMENTS AND CONTINGENCIES
 
(A) LEASES
 
The Company leases office space on a month-to-month basis. The premises is leased from a principal stockholder. Rent expense in 2018 and 2017 was $20,000 and $20,000, respectively and is included in general and administrative expense in the accompanying statements of operations.
 
Depending on the business plan adopted, the Company may be subject to various governmental regulations in the countries in which it operates 
 
NOTE 3 RELATED PARTY TRANSACTIONS
 
(A) LOAN PAYABLE, RELATED PARTY
 
At March 31, 2018 and 2017, the Company owed $99,430 and $68,107, respectively, to a related party director of the Company. The loan is non-interest bearing, unsecured and due on demand and included in the loans payable, related party balance.
 
(B) ACCRUED LIABILITIES, RELATED PARTY
 
The Company leases office space and administrative services from a related party principal stockholder. Rent and administrative expense in 2018 and, 2017, was $40,000 and $40,000, respectively and is included in general and administrative expense in the accompanying statements of operations. The Company allocates 50% of these amounts to rent expense. As of March 31, 2018 and 2017, the remaining balance in the accrued liabilities-related party account for the above services was $140,000 and $100,000, respectively.
 
Directors fees are also included in Accrued liabilities – related parties. Directors fees for the years ended March 31, 2018 and 2017 was $24,000 and $24,000 and is included in general and administrative expense in the accompanying statements of operations. As of March 31, 2018 and 2017, the remaining balance in the accrued liabilities-related party account for the above services was $72,000 and $48,000, respectively.
 
 
F-9
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
NOTE 4 STOCKHOLDERS' DEFICIENCY
 
(A) COMMON STOCK AND OPTIONS
 
Effective October 15, 2015, Kyto Technology and Life Science, Inc. completed a reverse stock split in the amount of a one (1) for ten (10) issued and outstanding shares of common stock.
 
Reference to common stock shares and per share amounts have been retroactively restated to give effect of the reverse stock split of one for ten shares.
 
On August 11, 2014, the number of authorized common stock increased to 100,000,000 from 25,000,000 having a par value of $0.0001, amounting in the aggregate to Ten Thousand Dollars ($10,000).
 
On August 11, 2014, the number of authorized non-voting preferred stock increased to 2,000,000 from 1,000,000 having a par value of $1.00, amounting in the aggregate to Two Million Dollars ($2,000,000).
 
On March 26, 2018, the company revoked previous authorization and amended the articles of corporation as follows.
 
The total authorized capital stock of this Corporation shall consist of One Hundred Million (100,000,000) shares of voting Common Stock, having a par value of $0.0001 each, amounting in the aggregate to Ten Thousand Dollars ( $10,000.00), and Two Million (2,000,000) shares of Class A Preferred Stock, having a par value of $1.00 each, amounting in the aggregate to Two Million Dollars ($2,000.000) and One Million Five Hundred Thousand (1,500,000) Class B Preferred Stock, having a par value of $0.80 each, amounting in the aggregate to One Million Two Hundred Thousand Dollars ($1,200,000). All stock when issued shall be fully paid for and shall be non-assessable.
 
As of March 31, 2018 and 2017, there are 3,139,747 shares of the Company common stock as issued and outstanding.
 
 
F-10
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
(B) STOCK OPTIONS AND WARRANTS
 
As of March 31, 2018, no stock options and warrants were issued and outstanding.
 
(C) PAR VALUE
 
In August 2001, the par value of common stock was changed to $0.0001 from $1.00. The change is reflected retroactively for all periods presented in the accompanying financial statements.
 
(D) EARNINGS PER SHARE
 
Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential common stock had been converted to common stock. The following reconciles amounts reported in the financial statements for the years ended:  
 
 
 
2018
 
 
2017
 
 Net loss available to common stockholders.
 $(90,827)
 $(93,929)
 Weighted average common shares outstanding
  3,139,747 
  3,139,747 
 Basic and diluted net loss per share  
 $(0.03)
 $(0.03)
  
NOTE 5 INCOME TAXES
 
On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly modified U.S. corporate income tax law, was signed into law by President Trump. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and generally eliminating net operating loss carrybacks, allowing net operating losses to carryforward without expiration, one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits (including changes to the orphan drug tax credit and changes to the deductibility of research and experimental expenditures that will be effective in the future). Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law.
 
The Company has not recorded the necessary provisional adjustments in the financial statements in accordance with its current understanding of the TCJA and guidance currently available as of this filing. But is reviewing the TCJA’s potential ramifications.
 
 
F-11
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
The Company files a separate tax return form its parent Company. There was no income tax expense or utilization of net operating loss carry forwards for the years ended March 31, 2018 and 2017, due to the Company's having net losses each year.
 
The Company's tax expense differs from the "expected" tax expense for Federal income tax purposes for the years ended March 31, 2018 and 2017 (computed by applying the United States Federal Corporate tax rate of 21% and 34% to loss before taxes), as follows:
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Computed "expected" tax benefit  
 $(23.343)
 $(35,655)
Change in deferred tax asset valuation allowance 
  23,343 
  35,655 
 
 $- 
 $- 
The above benefit was calculated using a combined federal and state tax estimated rate as noted below
    
    
Statutory federal income tax rate
  21.00%
  34.00%
State income taxes 
  4.70%
  5.00%
Foreign income tax rate difference 
  0%
  0%
Valuation allowance  
  (25.70)%
  (39.00)%
Effective tax rate
  (0.0)%
  (0.0)%
  
The effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at March 31, 2018 are as follows: 
 
 
 
2018
 
 
 2017
 
Deferred tax assets:
 
 
 
 
 
 
Net operating loss carryforward 
 $6,988,884 
 $9,323,620 
 
  - 
  - 
Total gross deferred tax assets  
  6,988,884 
  9,323,620 
Less valuation allowance
  (6,988,884)
  (9,323,620)
Net Deferred tax assets 
 $- 
 $- 
 
The net change in valuation allowance during the year ended March 31, 2018 decreased by approximately $2,334,736 to $6,988,884 for the year ended March 31, 2018 from $9,323,620 for the year ended March 31, 2017, due to the change in TCJA’s marginal rate reduction to a flat rate of 21%. The Company's has a net operating loss carry forward of approximately $27,191,100 available to offset net income through approximately 2034.
 
Management has determined that it is more likely than not that the Net Deferred Tax assets will not be utilizable, so Management has set up a 100% Valuation reserve for such assets.
   
The utilization of the net operating loss carry forwards is dependent upon the ability to generate sufficient taxable income during the carry forward period. In addition, utilization of these carry forwards may be limited due to ownership changes rules, as defined in the Internal Revenue Code 382/383. The Company has not determined if an ownership change has occurred that would limit the use of the net operating losses or eliminate them entirely.
 
The Company is subject to taxation in the United States and certain state jurisdictions. The Company’s tax years for 2014 and forward are open by statute and subject to examination by the United States and applicable state tax authorities.
 
 
F-12
 
 
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
 NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2018
 
NOTE 6 SUBSEQUENT EVENTS
 
Effective April 26, 2018, the Company changed its name to Kyto Technology and Life Science, Inc. In conjunction with the name change, the Company made a private offering (the “Offering”) to accredited investors, as defined by the SEC. The Offering consisted of from 875,000 to 1.5 million units (the "Units") with each Unit consisting of 1 Preferred Share convertible into 1 Common Share, and 1 Warrant exercisable into 1 Common Share at an exercise price of $l.20 per share for a period of three (3) years from issuance. The Units are priced at $0.80 per Unit, with the Offering to terminate at the earlier of full subscription, or July 15, 2018.
 
Subsequent to the year end, the Company has raised a total of $525,000, for 656,250 units from the Offering; and converted $320,000 of related party debt to 400,000 units.
 
On April 26, 2018, the Company granted incentive stock options to its President & Chief Executive Officer a total 2,697,085 stock options at an exercise price of $0.006. 70% of the 2,697,085 stock options (1,887,956) shall be exercisable on the date of the initial closing and remaining 30% of the stock options (809,129) shall be exercisable upon the earlier of the acceptance by the Company of subscriptions totaling $1,200,000 of the above Offering or July 15, 2018. Subsequent to the year-end, 1,887,956 Options were exercised at a price of $0.006 per share for a total of $11,328; and outstanding, yet exercisable, options of 809,129.
 
Effective on April 26, 2018, the officers and directors are.
 
Name
Position(s)
Paul Russo
President & Chief Executive Officer, Director
Simon Westbrook
Chief Financial Officer
Georges Benarroch
Corporate Secretary & Treasurer, Director, Chairman
 
Since March 31, 2018, the Company has entered into agreements with three independently owned businesses to provide professional advisory services and invest an aggregate of $335,500 as minority investments.
 
 
 
F-13