UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018September 30, 2019

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

(Exact name of registrant as specified in its charter)

13050 Paloma Road, Los Altos Hills, CA 94022

(Address of Principal Executive Office) (Zip Code)

(408) 313 5830

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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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. [X] 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   [X] 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    [   ] Yes  [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

5,027,7035,836,832 Common Shares - $1.00$.01 Par Value - as of February 11,November 5, 2019

KYTO Technology and Life Science, Inc.

For the quarterly period ended December 31, 2018September 30, 2019

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

The accompanying notes are an integral part of these unaudited condensed financial statements.

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

December 31, 2018September 30, 2019

NOTE 1 – DESCRIPTION OF BUSINESS

Kyto Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999 under the name of B12B Twelve Inc. In August 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc.

The Company was originally 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 and had been looking at a number of strategies to become active.  In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have completed due diligence and committed to invest, and does not plan totypically invest more than $200,000$250,000 in any single investment. The Company plans to generate revenue from two sources: (i) the sale of advisory services to its target investments and (ii) realised gains from the sale of the businesses in which it has invested. Generally, it is expected that investments will be realised from an exit within a period of four years.years following investment.

The Company has no regular employees, full-time or part-time. The chief executive officer of Kyto Technology and Life Science, Inc. is acting as a consultant to the Company and does not receive compensation.

The Company has created a portfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments.  Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. The Company currently has $238,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of December 2019. The average monthly G&A expenses for the quarter ended September 30, 2019 were approximately $22,000 per month so the Company has sufficient cash to fund its operations for the remainder of its financial year ended March 31, 2020 if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and ensure the success of the Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In the event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly.  While there is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations.

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed financial statements of Kyto Technology and Life Science, Inc. (the "Company"“Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC”“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'sCompany’s March 31, 20182019 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 December 31, 2018,September 30, 2019, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.Although the Company has $14,534 in the bank at December 31, 2018 and has raised another $200,000 since that date, management recognizes that it currently has minimal revenue and that revenue generation could be a slow and uncertain process depending on the success and liquidity of the businesses in which it invests. All cash received to date has originated from private placements of equity securities to accredited investors and there is no assurance that the Company will be able to continue to raise such funding to cover new investments and net operating expenses. Accordingly, there is no assurance that the Company will be able to meet its cash obligations when they come due and payable, which raises doubt over the Company’s ability to continue as a going concern for one year from the issuance of these financial statements.

REVENUE RECOGNITION

The Company derives revenue from two sources: proceeds from the sale of investments and fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion.

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 2018 and 2019 include, the valuation allowance of stock options and warrants.

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 December 31, 2018September 30, 2019 and March 31, 2018,2019, respectively.

CONCENTRATIONS

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2018,September 30, 2019, the Company did not have any deposits in excess ofwere within federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018September 30, 2019 and March 31, 2018,2019, respectively.

NET LOSS PER COMMON SHARE

In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings“Earnings per Share"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.

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.

INCOME TAXES

The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 "Accounting“Accounting for Income Taxes" ("Taxes” (“Topic 740"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.

INVESTMENTS

The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Management’s estimated valuation. The Company recognized impairment of one of its investments which was written down by $61,046 in the period ended September 30, 2019. The Company has not experienced any impairment write-downs in any prior periods.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

DEFERRED FUNDRAISING EXPENSES

The Company commenced a plan to raise a Series B Preferred round of equity to fund its ongoing investment program and cost of operations.  Typically, it expects that this plan, from start to finish may take from six to nine months and in order to match the cost and benefits of this process, the Company has adopted a policy of capitalizing direct expenses incurred in the course of fund raising with the intention of netting accumulated expenses against proceeds from sale of equity, and reporting the net funds raised at the close.  Direct expenses include legal fees, investor relations fees, investor roadshows and meeting expenses, and related filing and printing fees. At September 30, 2019, the Company has deferred $224,596 of such expenses.

NOTE 3 – INVESTMENTS

The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Management’s estimated valuation. In the three months ended September 30, 2019, the Company recognized impairment of one of its investments which was written down by $61,046. During the three months ended December 31, 2018,September 30, 2019, the Company made an aggregate investment of $450,000$90,000 in fivethree separate early stage companies.  In no case was there any financial or management control over the investment targets, and the ownership interest was below 15%.  Accordingly, the Company carries these investments at cost and reviews results and expectations of target companies with target management on at least a quarterly basis to determine if there is any impairment in value, in which case the carrying value of the investment would be revalued.  Management reviewed all investments in the quarter ended December 31, 2018September 30, 2019 and there were no adjustments made for impairment.impairment, other than as stated above.

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

At March 31, 2018, a balance of $311,430 was payable to a director, chairman and major shareholder of the Company in respect of expenses and fees incurred by him on behalf of the Company. At June 30, 2018, a total of $314,901 of the related party loans and accrued liabilities were converted into 400,000 investment units (“Units”) consisting of 400,000 shares of Series A preferred stock, and 400,000 Warrants to purchase common stock at $1.20 per share. The units were valued at $0.80 per unit. (See Note 6.) The Company recorded a loss on conversion of related party debt of $0 and $5,099 respectively, during the three and nine months ended December 31, 2018.

At DecemberSeptember 30, 2019 and March 31, 2018, $7,274 was due and payable to related parties. Of this amount $5,000 was due to the Company had accrued and owed $3,750 and $2,250, respectively, to its Chief Financial OfficerExecutive officer for services provided tocar and telephone allowance. At September 30, 2019 and March 31, 2019, the Company had accrued and $2,724 was dueowed $5,000 and $5,000, respectively to officers of the Chief Executive Officer as reimbursementCompany for expenses incurred in the normal course of business.consulting fees and expenses.

The Company now operates virtually and from the offices of its directors and officers, and from public locations, and no longer leasesdoes not currently lease any office space from related parties.space.

NOTE 6 – EQUITY

(A)PREFERRED STOCK 

As of December 31, 2018September 30, 2019 and March 31, 2018,2019, there are 2,000,0004,200,000 shares of Series A preferred stock (“Series A”) authorized at a par value of $1.00$.01 per share. The Company has outstanding 1,868,7504,200,000 and 2,612,500 shares of Series A issued and outstanding at September 30, 2019 and March 31, 2019, respectively as a result of the sale during the nine months ended December 31, 2018 of 1,468,750investment Units at $0.80 per Unit in a private placement to accredited investors for $1,175,000, and 400,000 Units for the conversion of $320,000 of related party debt.investors. The Units consist of one Series A share and one warrant per Unit. The Series A can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share.  In the event of any liquidation or winding up of the Company, the holders of the Series A shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to two times (2 X)(2x) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference). All share issuances and obligations are recognized on the books and stock register, however,register.  On March 26, 2019 the Board approved resolutions to increase the authorized share capital from 2 million to 4.2 million Series A Preferred Shares, and the number of units to be sold in the private placement from 3 million to 4.2 million, subject to demand and investment requirements as atdetermined from time to time by the Board.

During the three months ended September 30, 2019, in readiness for the intended Series B fund raising round, the Company has conducted a proxy vote of shareholders which approved (i) a change of state of incorporation from Florida to Delaware, (ii) amended authorized share capital to 40 million common shares and 30 million preferred shares of which 4.2 million are designated Series A, 6.0  million designated Series B and 19.8 million are undesignated, and (iii) amended the par value of all classes of shares to $0.01 per share.  The effective date of this report certificates have notreorganization is July 8, 2019. The impact of these changes has been delivered as a result of administrative delaysreflected in transferringboth current and prior year financial statements and the related notes to the Company’s selected stock transfer agent.

There are also 1,500,000 shares of Series B preferred stock (“Series B”) authorized at a par value of $0.80 per share. No Series B was issued or outstanding as at December 31, 2018 or March 31, 2018. The Series B can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of the Series B shall be entitled to receive in preference to the holders of Common Shares and Series A, a per share amount equal to two times (2 X) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference)these financial statements.

(B)COMMON STOCK 

The Company has authorized 100,000,00040,000,000 shares of common stock at a par value of $0.0001$0.01 per share. As of December 31, 2018,September 30, 2019, and March 31, 20182019 a total of 5,027,703 and 3,139,7475,836,832 shares of the Company’s common stock were issued and outstanding, respectively.outstanding.

(C)PRIVATE PLACEMENT 

InBetween April 2018 and September 2019, in a series of non-brokered private placement,placements, the Company offered accredited investors an opportunity to purchase a minimum of 875,000 and maximum of 1,500,000 Units.up to 4.2 million investment units (“Units”). These Units consist of one Series A (convertible into one common share) and one warrant (exercisable into one common share at $1.20 per share for a period of three years). The Preferred Shares can be converted into Common Shares upon listing of the Company on NASDAQ, or redeemed for $1.60 per share.  In the event of any liquidation or winding up of the Company, the holders of preferred shares shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to (2x) the Original Purchase price plus any declared but unpaid dividends (“Liquidation preference”).  The Units are priced at $0.80 per unit.

In April 2018, a total of $320,000 of related party loans and accrued liabilities were converted into Units consisting of 400,000 shares of Series A, and 400,000 Warrants to purchase common stock at $1.20 per share. Additionally, since April 2018, the Company has sold 1,468,750 investment units3.8 million Units to accredited investors in a private placementplacements for $1,175,000$3,040,000 in cash.

(D)STOCK OPTIONS 

In April 2018, the Company approved the introduction of the Kyto Technology and Life Science, Inc. Incentive Stock Option Plan for the benefit of employees, consultants and directors, with the objective of securing the benefit of services for stock options rather than cash salaries.  In the nine months ended December 31, 2018, the Company granted a total of 2,697,085 options at an exercise price of $0.006 per share. On May 18, 2018, 1,887,956 options vested upon the initial closing of the private placement and were exercised for $11,328.  The remaining balance of 809,129 options will becomebecame fully vested uponand were exercised in February 2019.

In July 2019, the final closemajority of the private placement aftershareholders of the saleCompany approved the introduction of 1,500,000 units.the Kyto Technology and Life Science 2019 Stock Option and Incentive Plan (“Plan”), and reserved 2 million shares for issuance to directors, officers, consultants and advisors, subject to the approval of the Board. No options were issued under the Plan as at September 30, 2019.

In connection with the grant of stock options the Company recognises the value of the related option expense using the Black Scholes model, with appropriate assumptions for option life, stock value, risk free interest rate, volatility, and cancellations. The assumptions used for options granted in the nine months ended December 31, 2018 were as follows:

There were no option grants in the six months ended September 30, 2019.

The compensation expense calculated at time of grant is amortised over the vesting period for the options granted.  During the three and nine months ended December 31,September 30, 2019 and 2018, the Company amortised $356$0 and $4,264,$357, respectively, as option expense.

No options were granted as of March 31, 2018.expense and during the six months ended September 30, 2019 and 2018, the Company amortised $101 and $3,908, respectively.

E)(E)WARRANTS  

In conjunction with the sale of stock Units, the Company issued 1,868,7504,200,000 warrants to purchase common stock at a price of $1.20 per share for a period of three years. The Company values the warrantsusing the Black Scholes model, with appropriate assumptions for warrant life, stock value, risk free interest rate, and volatility. The assumptions used for warrants granted in the nine months ended December 31, 2018 were as follows:

At December 31, 2018September 30, 2019 the value of the warrants was $0 as the Company did not bifurcate the value of Series A and warrants within the Units sold.  There were noThe weighted average remaining life of the warrants issued or outstanding at March 31, 2018.September 30, 2019 was 3.0 years.

NOTE 7 – SUBSEQUENT EVENTS

Subsequent to December 31, 2018,As at November 5, 2019 the Company has raisedhad invested $30,000 in one new investment.

On October 17, 2019, the Company filed for and received a totalCertificate of $200,000, for the sale of another 250,000 investment units.  Qualification to do Business in California.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 

PLAN OF OPERATIONS

Kyto Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999 under the name of B Twelve Inc. In August, 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc.

The Company was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other autoimmune diseases and had been looking at a number of strategies to become active.  In April, 2018, the Board adopted a new business plan focussedfocused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a combinationnumber of smallexperienced investment fundingconsultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a rangenumber of technicaltechnology and advisory business services.life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to fundoffset the new business plan,risk in early stage investing, the Company converted $320,000 of related party debtworks with angel investment groups and accrued liabilitiesparticipates only after these groups have committed to invest, and received $1,175,000typically does not invest more than $250,000 in cashany single investment. The Company plans to generate revenue from two sources: (i) the sale of investment units underadvisory services to its target investments and (ii) realised gains from the terms of a private placement offered to accredited investors.

Although the Company has $14,534 in the bank at December 31, 2018 and has raised another $200,000 since that date, management recognizes that it currently has minimal to no revenue and that revenue generation could be a slow and uncertain process depending on the success and liquiditysale of the businesses in which it invests and therehas invested. Generally, it is no assuranceexpected that the Companyinvestments will be able to continue to raise such funding to cover new investments and net operating expenses. Accordingly, there is no assurance that the Company will be able to meet its cash obligations when they come due and payable, which raises doubt over the Company’s ability to continue as a going concern forrealised from an exit within a period of one yearfour years following investment.

The Company has no regular employees, full-time or part-time. The chief executive officer of Kyto Technology and Life Science, Inc. is acting as a consultant to the Company and does not receive compensation.

The Company has created a portfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments.  Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. The Company currently has $253,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of issuanceDecember 2019. The average monthly G&A expenses for the quarter ended September 30, 2019 were approximately $22,000 per month so the Company has sufficient cash to fund its operations for the remainder of theseits financial statements.year ended March 31, 2020 if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and ensure the success of the Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In the event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly.  While there is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations.

Results of Operations for the Three Months ended September 30, 2019

Revenue:  In the three months ended December 31, 2018,September 30, 2019, the Company billed $5,000$5,700 for management advisory services provided to its investment portfolio companies.

General and Administration expenses:Expenses: In the three months ended September 30, 2019 and September 30, 2018, General and administration expenses includeamounted to $126,099 and $62,357, respectively, including professional fees incurred in the course of SEC filing and compliance, and travel and conference fees associated with fund raising and review of investment dealflow.deal-flow. General and Administration Expenses for the three months ended September 30, 2019 included an amount of $61,046 in respect of a write-off of an impaired investment.

The Company deferred $100,583 in expenditures incurred in the three months ended September 30, 2019 that related specifically to the cost of the Series B fundraising including legal and accounting fees, investor relations, and investor meetings.

For the ninethree months ended December 31,September 30, 2019 and 2018, and 2017, the Company’s net loss was $156,146$120,399 and $63,862, respectively, compared to a net loss$62,382, respectively.

Results of $57,923 and $24,133Operations for the threeSix Months ended September 30, 2019

Revenue:  In the six monthsended December 31,September 30, 2019 the Company billed $8,950 for management advisory services provided to its investment portfolio companies.

General and Administration Expenses: In the six months ended September 30, 2019 and September 30, 2018, General and 2017, respectively.administration expenses amounted to $330,947 and $98,198, respectively, including professional fees incurred in the course of SEC filing and compliance, and travel and conference fees associated with fund raising and review of investment deal-flow. General and Administration Expenses for the six months ended September 30, 2019 included an executive bonus of $160,000 and an amount of $61,046 in respect of a write-off of an impaired investment.

The Company deferred $224,596 in expenditures incurred in the six months ended September 30, 2019 that related specifically to the cost of the Series B fundraising including legal and accounting fees, investor relations, and investor meetings.

Liquidity and Capital Resources

The Company had a working capital deficit of $316,956 as of$401,337 and $65,684at September 30, 2019 and March 31, 2018. As a result of the private placement, the Company’s net working capital increased to $490 as of December 31, 2018.2019, respectively. Cash was $4$238,427 and $93,634 as ofat September 30, 2019 and March 31, 2018, and $14,534 as of December 31, 2018.2019, respectively.

Cash from operating activities

The Company used net cash of $145,543$453,210 in operations during the ninesix months ended December 31, 2018September 30, 2019 compared to net cash of $20,884$64,997 used by operations for the ninesix months ended December 31, 2017.September 30, 2018.

Cash from investing activities

The Company used net cash of $673,497 in investing activities in the six months ended September 30, 2019 compared to $587,000 in the six months ended September 30, 2018.

Cash from financing activities

The Company had a net cash inflow from financing activities of $1,197,073$1,271,500 in the ninesix months ended December 31, 2018September 30, 2019 compared to $20,960$771,349 in the ninesix months ended December 31, 2017.

CashSeptember 30, 2018. This inflow included $1,270,000 proceeds from investing activities

Cash outflow used in investing activities was $1,037,000the sale of preferred stock in the ninesix months ended December 31, 2018September 30, 2019 compared to $0$750,000 in the ninecorresponding prior period.  Additionally, the Company raised $0 from the exercise of stock options in the six months ended December 31, 2017.September 30, 2019 compared to $11,328 in the six months ended September 30, 2018.  The Company also generated $1,500 of advances from related parties in the six months ended September 30, 2019, and $10,021 in the six months ended September 30, 2018.

The Company’s plan of operations for the next twelve months is to continue to focus its efforts on finding new sources of capital by means of private placements and to use this funding to fund additional investments as they become available, and to cover operating expenses.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Not required for smaller reporting company.

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 December 31, 2018September 30, 2019 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 December 31, 2018.September 30, 2019. Notwithstanding this conclusion, we believe that our unaudited condensed financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

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 December 31, 2018,September 30, 2019, 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.

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. 

The Corporation has offered up to 1,500,000sold 4,200,000 Preferred Units to accredited investors under Rule 506 of Regulation D of the Securities Act 1933. Each Unit consists of (i) 1 of the Corporation'sCorporation’s Class A Preferred Shares convertible into 1 of the Corporation'sCorporation’s Common Shares and (ii) 1 Warrant exercisable into 1 of the Corporation'sCorporation’s Common Shares at an exercise price of $1.20 per Share for a period of three (3) years from issuance. The offering will close on the earlier of sale of all 1,500,000 Units, or March 31, 2019, or such extended date or amount as may be approved by the Board from time to time. As of the filing date, the Corporation had accepted subscriptions for a total of 1,468,750 Units for a total of US$1,175,000 (exclusive of debt conversion) and is continuing to offer Units for sale to accredited investors. The Corporation has submitted a Form D filing to the United States Securities and Exchange Commission for this Offering. The Company will use the net proceeds for investment purposes and operating expenses.

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 16

INDEX TO EXHIBITS