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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kyto Technology and Life Science Inc (CE) | USOTC:KBPH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.00 | 0.00 | 01:00:00 |
KYTO BIOPHARMA 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)
|
500 Australian Avenue S. Suite 600
West Palm Beach, Florida 33401
|
|
M5R 1P8
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☑
|
|
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Page
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PART I
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ITEM 1.
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Business
|
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3
|
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ITEM 2.
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Properties
|
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4
|
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ITEM 3.
|
Legal Proceedings
|
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4
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ITEM 4.
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Mine Safety Disclosure
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PART II
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ITEM 5.
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Market for Registrants Common Equity and Related Stockholder Matters
|
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5
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ITEM 6
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Selected Financial Data
|
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6
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ITEM 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
|
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6
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ITEM 8.
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Financial Statements and Supplementary Data
|
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7
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ITEM 9.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|
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8
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ITEM 9A.
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Controls and Procedures
|
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8
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ITEM 9B
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Other Information
|
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9
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PART III
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ITEM 10.
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Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|
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10
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ITEM 11.
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Executive Compensation
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11
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ITEM 12.
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Security Ownership of Certain Beneficial Owners and Management
|
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12
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ITEM 13.
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Certain Relationships and Related Transactions
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13
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ITEM 14.
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Principal Accountant Fees and Services
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13
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PART IV
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ITEM 15.
|
Exhibits and Financial Statement Schedules Signatures
|
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14
|
|
|
Common Stock
|
|
|
High
|
Low
|
Fiscal Year Ended March 31, 2016
|
|
|
First quarter
|
$
11.00
|
$
10.00
|
Second quarter
|
10.00
|
9.50
|
Third quarter
|
9.50
|
5.00
|
Fourth quarter
|
5.00
|
5.00
|
|
|
|
|
|
|
Fiscal Year Ended March 31, 2015
|
|
|
First quarter
|
$
8.00
|
$
1.00
|
Second quarter
|
8.00
|
8.00
|
Third quarter
|
2.50
|
14.00
|
Fourth quarter
|
11.50
|
11.00
|
NAME
|
|
AGE
|
|
POSITION
|
Georges Benarroch
|
|
69
|
|
President & Chief Executive Officer, Director
|
|
|
|
|
|
Peter Prendergast
|
|
59
|
|
Director
|
TITLE OF CLASS
|
NAME AND ADDRESS OF BENEFICIAL OWNER
|
|
COMMON
SHARES
|
|
|
PERCENTAGE OF CLASS
|
|
||
|
|
|
|
|
|
|
|
|
|
Common
|
Comindus Finance Corp.
Florida, United States
|
|
|
1,737,832
|
|
|
|
55.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Common
|
Georges Benarroch
Toronto, Ontario, Canada
|
|
|
959,252
|
|
|
|
30.5%
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
Dr. Uri Sagman
Toronto, Ontario, Canada
|
|
|
190,503
|
|
|
|
6.7
|
%
|
TITLE OF CLASS
|
NAME AND ADDRESS OF BENEFICIAL OWNER
|
|
COMMON
SHARES
|
|
|
PERCENTAGE
OF CLASS
|
|
||
|
|
|
|
|
|
|
|
||
Common
|
Georges Benarroch (1)
|
|
|
959,252
|
|
|
|
30.5
|
%
|
EXHIBIT NUMBER
|
|
DESCRIPTION
|
|
|
|
3(i)(a)
|
|
Articles of Incorporation of Kyto Biopharma, Inc.*
|
3(i)(b)
|
|
Articles of Amendment changing name to Kyto Biopharma, Inc.*
|
3(ii)
|
|
Bylaws of Kyto Biopharma, Inc.*
|
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**
|
|
KYTO BIOPHARMA, INC.
|
|
|
|
|
|
|
DATE: June 29, 2016
|
By:
|
/ s/ Georges Benarroch
|
|
|
|
Name: Georges Benarroch
|
|
|
|
President, Chief Executive Officer, principal executive officer
|
|
|
|
and principal financial and accounting officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Georges Benarroch
|
|
President, Chief Executive Officer, principal executive officer
|
|
June 29, 2016
|
Georges Benarroch
|
|
and principal financial and accounting officer
|
|
|
|
|
|
|
|
/s/ Peter Prendergast
|
|
Director
|
|
June 29, 2016
|
Peter Prendergast
|
|
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
F-2
|
|
|
|
|
|
|
Balance Sheets as of March 31, 2016 and 2015
|
|
|
F-3
|
|
|
|
|
|
|
Statements of Operations for the years ended March 31, 2016 and 2015
|
|
|
F-4
|
|
|
|
|
|
|
Statement of Stockholders' Deficit for the years ended March 31, 2016 and 2015
|
|
|
F-5
|
|
|
|
|
|
|
Statements of Cash Flows for the years ended March 31, 2016 and 2015
|
|
|
F-6
|
|
|
|
|
|
|
Notes to Financial Statements
|
|
|
F-7
/
F-12
|
|
|
/s/ RBSM LLP |
Kyto Biopharma, Inc.
|
||
Balance Sheets
|
||
|
|
|
|
March 31,
|
March 31,
|
|
2016
|
2015
|
|
|
|
ASSETS
|
|
|
Current Assets
|
|
|
Cash
|
$
32
|
$
2
|
|
|
|
|
|
|
Total Current Assets
|
32
|
2
|
|
|
|
|
|
|
|
|
|
Total Assets
|
$
32
|
$
2
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
Current Liabilities
|
|
|
Accounts payable
|
$
-
|
$
431
|
Accrued liabilities
|
36,500
|
12,500
|
Accrued liabilities - related party
|
60,000
|
20,000
|
Loan payable-related party
|
35,732
|
8,893
|
Total Current Liabilities
|
132,232
|
41,824
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
Preferred convertible stock, $1.00 par value, 2,000,000 shares
|
|
|
authorized, none issued and outstanding as of
|
|
|
March 31, 2016 and 2015, respectively
|
-
|
-
|
Common stock, $0.0001 par value, 100,000,000 shares
|
|
|
authorized, 3,139,747 issued and outstanding as of
|
|
|
March 31, 2016 and 2015
|
314
|
314
|
Additional paid-in capital
|
32,063,476
|
32,063,476
|
Accumulated deficit
|
(32,195,990
)
|
(32,105,612
)
|
|
|
|
Total Stockholders' Deficit
|
(132,200
)
|
(41,822
)
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
$
32
|
$
2
|
|
For the Year Ended
|
|
|
March 31
|
|
|
2016
|
2015
|
|
|
|
|
|
|
Operating Expenses
|
|
|
General and administrative
|
$
90,378
|
$
101,182
|
|
|
|
Total Operating Expenses
|
90,378
|
101,182
|
|
|
|
Loss from Operations
|
90,378
|
101,182
|
|
|
|
Other
(
Expenses
)
|
|
|
Interest expense
|
-
|
(3,365
)
|
Loss on issuance of common stock
|
-
|
(13,798,739
)
|
Total Other
(
Expense
)
, net
|
-
|
(13,802,105
)
|
|
|
|
|
|
|
Net Loss before taxes
|
(90,378
)
|
(13,903,287
)
|
|
|
|
Net Income (Tax) Benefit
|
-
|
-
|
|
|
|
Net Loss
|
(90,378
)
|
(13,903,287
)
|
|
|
|
Preferred Stock Dividends
|
-
|
(10,999
)
|
|
|
|
|
|
|
Net Loss Attributed to common shareholders
|
(90,378
)
|
(13,914,286
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
basic and diluted
|
3,139,747
|
2,257,669
|
|
|
|
|
|
|
Net loss per share - basic and diluted
|
(0.03
)
|
(6.16
)
|
|
|
|
Net loss per share attributable to Common Share
s
holders- basic and diluted
|
(0.03
)
|
(6.16
)
|
Kyto Biopharma, Inc.
|
|||||||
Statement of Stockholder's Deficit
|
|||||||
For the Years Ended March 31, 2016 and 2015
|
|
Preferred Stock
$1.00 par value
|
Common Stock
$0.0001 par value
|
Additional
Paid-In
|
Accumulated
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
Balance, March 31, 2014
|
473,624
|
$
473,624
|
1,299,848
|
$
130
|
$
17,345,004
|
$
(18,191,325
)
|
$
(372,567
)
|
Preferred stock dividend
|
-
|
-
|
-
|
-
|
-
|
(10,999
)
|
(10,999
)
|
Stock issued for directors fees
|
-
|
-
|
30,000
|
3
|
239,997
|
-
|
240,000
|
Stock issued for consulting fees
|
-
|
-
|
40,000
|
4
|
319,996
|
-
|
320,000
|
Stock issued for accrued dividend
|
-
|
-
|
120,812
|
12
|
966,486
|
-
|
966,498
|
Stock issued to settle related party loans
|
-
|
-
|
66,440
|
7
|
531,513
|
-
|
531,520
|
Stock issued to settle loans payable
|
-
|
-
|
383,599
|
38
|
3,068,756
|
-
|
3,068,794
|
Stock issued to settle accounts and accrued payable
|
-
|
-
|
251,733
|
25
|
2,013,835
|
-
|
2,013,860
|
Conversion of convertible preferred shares
|
(473,624
)
|
(473,624
)
|
947,248
|
95
|
7,577,889
|
-
|
7,104,360
|
Net Loss
|
-
|
-
|
-
|
-
|
-
|
(13,903,287
)
|
(13,903,287
)
|
Adjustment for issue of one share to fractional Share holders during the reverse split.
|
-
|
-
|
67
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Balance, March 31, 2015
|
-
|
$
-
|
3,139,747
|
$
314
|
$
32,063,476
|
$
(32,105,612
)
|
$
(41,822
)
|
Net Loss
|
-
|
-
|
-
|
-
|
-
|
(90,378
)
|
(90,378
)
|
Balance, March 31, 2016
|
-
|
$
-
|
3,139,747
|
$
314
|
$
32,063,476
|
$
(32,195,990
)
|
$
(132,200
)
|
|
2016
|
2015
|
Net loss available to common stockholders.
|
$
(90,378
)
|
$
(13,914,286
)
|
Weighted average common shares outstanding
|
3,139,747
|
2,257,669
|
Basic and diluted net loss per share
|
$
(0.03
)
|
$
(6.16
)
|
|
2016
|
2015
|
|
|
|
Computed "expected" tax benefit
|
$
(30,728
)
|
$
(4,870,000
)
|
Change in deferred tax asset valuation allowance
|
30,728
|
4,870,000
|
|
$
-
|
$
-
|
The above benefit was calculated using a combined federal and state tax estimated rate as noted below
|
|
|
Statutory federal income tax rate
|
34.00
%
|
34.00
%
|
State income taxes
|
1
%
|
1
%
|
Foreign income tax rate difference
|
(1
)%
|
(1
)%
|
Valuation allowance
|
(34.00
)%
|
(34.00
%
|
Effective tax rate
|
(0.0
)%
|
(0.0
)%
|
Deferred tax assets:
|
|
United States net operating loss carryforward
|
$
10,484,717
|
Canadian net operating loss carryforward
|
-
|
Total gross deferred tax assets
|
10,484,717
|
Less valuation allowance
|
(10,484,717
)
|
Net deferred tax assets
|
$
-
|
1 Year Kyto Technology and Life... (CE) Chart |
1 Month Kyto Technology and Life... (CE) Chart |
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