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FLORIDA | 000-50390 | 65-1086538 | ||
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(State or Other Jurisdiction | (Commission | (I.R.S. Employer | ||
of Incorporation) | File Number) | Identification No.) |
Large accelerated filer¨ | Accelerated filer¨ | |
Non-accelerated filer¨ | Smaller reporting companyþ |
PART I. FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | 1 |
Unaudited Consolidated Balance Sheet as of Balance Sheet as of March 31, 2009 | 1 | |
Unaudited Consolidated Statements of Operations for the Three and | 2 | |
Unaudited Consolidated Statements of Cash Flows for the | 3 | |
Notes To Unaudited Consolidated Financial Statements | 4 | |
Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 8 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 |
Item 4. | Controls and Procedures | 9 |
PART II. OTHER INORMATION | ||
Item 1. | Legal Proceedings | 10 |
Item 1a. | Risk Factors. | 10 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds . | 10 |
Item 3. | Defaults Upon Senior Securities | 10 |
Item 4. | Submission of Matters to a Vote of Security Holders | 10 |
Item 5. | Other Information
| 10 |
Item 6. | Exhibits | 10 |
Signatures | 12 | |
Certifications |
December 31, | March 31, | |||||||
2009 | 2009 | |||||||
Unaudited | (Audited) | |||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash | $ | 1,175 | $ | 12,754 | ||||
Prepaid expenses | 3,333 | 47,562 | ||||||
Total Current Assets | 4,508 | 60,316 | ||||||
Total Assets | $ | 4,508 | $ | 60,316 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 10,761 | $ | 8,317 | ||||
Accrued liabilities - related party | 61,833 | 43,333 | ||||||
Accrued interest payable - related party | 57,671 | 52,784 | ||||||
Accrued interest payable - preferred convertible stock | 43,028 | 24,128 | ||||||
Loan payable-related party | 507,562 | 353,824 | ||||||
Note payable-related party | 100,000 | 100,000 | ||||||
Total Current Liabilities | 780,855 | 582,386 | ||||||
Commitments and Contingencies | ||||||||
Stockholders' Deficit: | ||||||||
Preferred convertible stock, $1.00 par value, 1,000,000 shares | ||||||||
authorized, 473,624 issued and outstanding, respectively | 473,624 | 473,624 | ||||||
Common stock, $0.0001 par value, 25,000,000 shares | ||||||||
authorized, 12,743,610 issued and outstanding respectively | 1,275 | 1,275 | ||||||
Additional paid-in capital | 15,654,944 | 15,654,944 | ||||||
Deficit accumulated during development stage | (16,728,956 | ) | (16,474,669 | ) | ||||
Accumulated other comprehensive loss | (177,234 | ) | (177,244 | ) | ||||
Total Stockholders' Deficit | (776,347 | ) | (522,070 | ) | ||||
Total Liabilities and Stockholders' Deficit | $ | 4,508 | $ | 60,316 |
consolidated financial statements.
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| For The Quarters Ended |
| For The Six Months Ended |
| For the period |
| |||||||||
|
| 2009 |
| 2008 |
| 2009 |
| 2008 |
| 2009 |
| |||||
Operating Expenses |
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|
|
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|
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|
|
|
|
|
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|
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Compensation |
| $ | –– |
| $ | –– |
| $ | –– |
| $ | –– |
| $ | 1,750,636 |
|
Depreciation and amortization |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 814,183 |
|
Consulting |
|
| 13,999 |
|
| 17,348 |
|
| 27,999 |
|
| 28,348 |
|
| 9,831,810 |
|
Bad debt |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 12,819 |
|
Director fees |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 314,100 |
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Financing fees |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 28,781 |
|
Professional fees |
|
| 10,088 |
|
| 21,371 |
|
| 22,182 |
|
| 30,386 |
|
| 219,092 |
|
General and administrative |
|
| 10,637 |
|
| 17,338 |
|
| 20,131 |
|
| 29,553 |
|
| 580,857 |
|
Research and development |
|
| 49,045 |
|
| 83,615 |
|
| 91,084 |
|
| 119,984 |
|
| 1,609,688 |
|
Loss on debt conversion |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 519,795 |
|
Impairment loss |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
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| 1,191,846 |
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Total Operating Expenses |
|
| 83,769 |
|
| 139,672 |
|
| 161,396 |
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| 208,271 |
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| 16,873,607 |
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Other Income (Expenses) |
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|
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|
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Interest income |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 4,922 |
|
Interest expense |
|
| (7,541 | ) |
| (8,219 | ) |
| (15,386 | ) |
| (16,317 | ) |
| (109,995 | ) |
Gain on debt forgiveness |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| 78,665 |
|
Loss on disposal of equipment |
|
| –– |
|
| –– |
|
| –– |
|
| –– |
|
| (567 | ) |
Foreign currency translation gain |
|
| –– |
|
| (50,925 | ) |
| –– |
|
| (42,830 | ) |
| 249,131 |
|
Total Other Income (Expense), net |
|
| (7,541) |
|
| (59,144 | ) |
| (15,386) |
|
| (59,147 | ) |
| 222,156 |
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Net Income (Loss) |
| $ | (91,310) |
| $ | (198,816 | ) | $ | (176,782) |
| $ | (267,418 | ) | $ | (16,51,451) | ) |
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Comprehensive Loss |
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Foreign currency translation loss |
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| (9 | ) |
| 51,025 |
|
| 76 |
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| 42,883 |
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| (177,168 | ) |
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Total Comprehensive Loss |
| $ | (91,319 | ) | $ | (147,791 | ) | $ | (176,706 | ) | $ | (224,535 | ) | $ | (16,828,619 | ) |
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Weighted average number of shares outstanding during the year - basic and diluted |
|
| 12,743,610 |
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| 12,743,610 |
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| 12,743,610 |
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| 12,743,610 |
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Net Income (Loss) per share - basic and diluted |
| $ | 0.00 |
| $ | (0.02 | ) | $ | 0.00 |
| $ | (0.02 | ) |
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For the period from | ||||||||||||||||||||
March 5, 1999 | ||||||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | (inception) to | ||||||||||||||||||
December 31, | December 31, | December 31 | ||||||||||||||||||
2009 | 2008 | 2009 | 2008 | 2009 | ||||||||||||||||
Operating Expenses | ||||||||||||||||||||
Compensation | $ | - | $ | - | $ | - | $ | - | $ | 1,750,636 | ||||||||||
Depreciation and amortization | - | - | - | - | 814,183 | |||||||||||||||
Consulting | 14,000 | 15,107 | 41,999 | 43,455 | 9,845,810 | |||||||||||||||
Bad debt | - | - | - | - | 12,819 | |||||||||||||||
Director fees | - | - | - | - | 314,100 | |||||||||||||||
Financing fees | - | - | - | - | 28,781 | |||||||||||||||
Professional fees | 5,844 | 9,188 | 28,026 | 39,574 | 224,936 | |||||||||||||||
General and administrative | 9,525 | 11,693 | 29,656 | 41,246 | 590,382 | |||||||||||||||
Research and development | 39,672 | 45,638 | 130,756 | 165,622 | 1,649,360 | |||||||||||||||
Loss on debt conversion | - | - | - | - | 519,795 | |||||||||||||||
Impairment loss | - | - | - | - | 1,191,846 | |||||||||||||||
Total Operating Expenses | 69,041 | 81,626 | 230,437 | 289,897 | 16,942,648 | |||||||||||||||
Other Income (Expenses) | ||||||||||||||||||||
Interest income | - | - | - | - | 4,922 | |||||||||||||||
Interest expense | (8,401 | ) | (7,644 | ) | (23,787 | ) | (23,961 | ) | (118,396 | ) | ||||||||||
Gain on debt forgiveness | - | - | - | - | 78,665 | |||||||||||||||
Loss on disposal of equipment | - | - | - | - | (567 | ) | ||||||||||||||
Foreign currency translation gain | (129 | ) | (159,710 | ) | (63 | ) | (202,540 | ) | 249,068 | |||||||||||
Total Other Income (Expense), net | (8,530 | ) | (167,354 | ) | (23,850 | ) | (226,501 | ) | 213,692 | |||||||||||
Net Income (Loss) | $ | (77,571 | ) | $ | (248,980 | ) | $ | (254,287 | ) | $ | (516,398 | ) | $ | (16,728,956 | ) | |||||
Comprehensive Loss | ||||||||||||||||||||
Foreign currency translation gain (loss) | 139 | 160,537 | 10 | 203,487 | (177,234 | ) | ||||||||||||||
Total Comprehensive Loss | $ | (77,432 | ) | $ | (88,443 | ) | $ | (254,277 | ) | $ | (312,911 | ) | $ | (16,906,190 | ) | |||||
Weighted average number of shares outstanding | ||||||||||||||||||||
during the year - basic and diluted | 12,743,610 | 12,743,610 | 12,743,610 | 12,743,610 | ||||||||||||||||
Net Income (Loss) per share - basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) |
consolidated financial statements.
|
| For the Six Months |
| March 5, 1999 |
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| 2009 |
| 2008 |
| 2009 |
| |||
Cash Flows from Operating Activities: |
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Net income (loss) |
| $ | (176,782) |
| $ | (267,418 | ) | $ | (16,651,451 | ) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: |
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|
|
|
|
|
|
|
|
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Depreciation and amortization |
|
| –– |
|
| –– |
|
| 814,183 |
|
Recognition of services rendered by consultant |
|
| –– |
|
| –– |
|
| 10,227,893 |
|
Stock based consulting expense |
|
| –– |
|
| –– |
|
| 854,345 |
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Stock based director fees |
|
| –– |
|
| –– |
|
| 314,100 |
|
Stock based rent and administrative fees |
|
| –– |
|
| –– |
|
| 167,028 |
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Preferred convertible stock issued for interest due on outstanding preferred convertible stock |
|
| –– |
|
| –– |
|
| 13,890 |
|
Common stock warrants issued as financing fee |
|
| –– |
|
| –– |
|
| 3,783 |
|
Loss on disposal of equipment |
|
| –– |
|
| –– |
|
| 567 |
|
Impairment loss |
|
| –– |
|
| –– |
|
| 1,191,846 |
|
Gain on debt forgiveness |
|
| –– |
|
| –– |
|
| (9,837 | ) |
Gain on settlement of accounts payable |
|
| –– |
|
| –– |
|
| (59,654 | ) |
Loss on settlement of accounts payable |
|
| –– |
|
| –– |
|
| 519,795 |
|
Amortization of stock based financing fee |
|
| –– |
|
| –– |
|
| 25,010 |
|
Changes in operating assets and liabilities: |
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|
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Prepaids and other assets |
|
| (10 | ) |
| 6,010 |
|
| (47,572 | ) |
Accounts payable and accrued expenses |
|
| 21,996 |
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| 45,010 |
|
| 559,518 |
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Related party accounts payable, accrued interest, and accrued liabilities |
|
| 15,386 |
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| 32,636 |
|
| 67,978 |
|
Net Cash Used in Operating Activities |
|
| 58,927 |
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| (183,762 | ) |
| (1,810,241 | ) |
Cash Flows from Investing Activities: |
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Purchase of property and equipment |
|
| –– |
|
| –– |
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| (4,463 | ) |
Net Cash Used in Investing Activities |
|
| –– |
|
| –– |
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| (4,463 | ) |
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Cash Flows from Financing Activities: |
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Proceeds from common stock issuance, net of offering cost |
|
| –– |
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| –– |
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| 958,222 |
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Loan proceeds from related parties, net |
|
| 128,233 |
|
| 135,825 |
|
| 1,260,432 |
|
Repayment of loan to related parties |
|
| –– |
|
| –– |
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| (26,792 | ) |
Net Cash Provided by Financing Activities |
|
| 128,233 |
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| 135,825 |
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| 2,191,862 |
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Effect of Exchange Rate |
|
| (76 | ) |
| 42,883 |
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| (177,168 | ) |
Net Increase (decrease) in Cash and Cash Equivalents |
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| (11,101 | ) |
| (5,054 | ) |
| 1,653 |
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Cash and Cash Equivalents at Beginning of Period |
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| 12,754 |
|
| 7,328 |
|
| –– |
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Cash and Cash Equivalents at End of Period |
| $ | 1,653 |
| $ | 2,274 |
| $ | 1,653 |
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Supplemental Disclosure of Cash Flow Information: |
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Cash paid for: |
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Interest |
| $ | –– |
| $ | –– |
| $ | –– |
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Taxes |
| $ | –– |
| $ | –– |
| $ | –– |
|
March 5, 1999 | ||||||||||||
For the Nine Months Ended December 31, | (Inception) to | |||||||||||
2009 | 2008 | December 31, 2009 | ||||||||||
Cash Flows from Operating Activities: | ||||||||||||
Net income (loss) | $ | (254,287 | ) | $ | (516,398 | ) | $ | (16,728,956 | ) | |||
Adjustment to reconcile net loss to net cash provided by (used in) | ||||||||||||
operating activities: | ||||||||||||
Depreciation and amortization | - | - | 814,183 | |||||||||
Recognition of services rendered by consultant | - | - | 10,227,893 | |||||||||
Stock based consulting expense | - | - | 854,345 | |||||||||
Stock based director fees | - | - | 314,100 | |||||||||
Stock based rent and administrative fees | - | - | 167,028 | |||||||||
Preferred convertible stock issued for interest due on outstanding preferred convertible stock | - | - | 13,890 | |||||||||
Common stock warrants issued as financing fee | - | - | 3,783 | |||||||||
Loss on disposal of equipment | - | - | 567 | |||||||||
Impairment loss | - | - | 1,191,846 | |||||||||
Gain on debt forgiveness | - | - | (9,837 | ) | ||||||||
Gain on settlement of accounts payable | - | - | (59,654 | ) | ||||||||
Loss on settlement of accounts payable | - | - | 519,795 | |||||||||
Amortization of stock based financing fee | - | - | 25,010 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Other receivable | - | (42 | ) | - | ||||||||
Prepaids and other assets | 44,229 | 39,353 | (3,333 | ) | ||||||||
Accounts payable and accrued expenses | 20,944 | (12,226 | ) | 558,466 | ||||||||
Related party accounts payable, accrued interest, and accrued liabilities | 23,787 | 45,794 | 76,379 | |||||||||
Net Cash Used in Operating Activities | (165,327 | ) | (443,519 | ) | (2,034,495 | ) | ||||||
Cash Flows from Investing Activities: | ||||||||||||
Purchase of property and equipment | - | - | (4,463 | ) | ||||||||
Net Cash Used in Investing Activities | - | - | (4,463 | ) | ||||||||
Cash Flows from Financing Activities: | ||||||||||||
Proceeds from common stock issuance, net of | ||||||||||||
offering cost | - | - | 958,222 | |||||||||
Loan proceeds from related parties, net | 153,738 | 243,824 | 1,285,937 | |||||||||
Repayment of loan to related parties | - | - | (26,792 | ) | ||||||||
Net Cash Provided by Financing Activities | 153,738 | 243,824 | 2,217,367 | |||||||||
Effect of Exchange Rate | 10 | 203,487 | (177,234 | ) | ||||||||
Net Increase (decrease) in Cash and Cash Equivalents | (11,579 | ) | 3,792 | 1,175 | ||||||||
Cash and Cash Equivalents at Beginning of Period | 12,754 | 7,328 | - | |||||||||
Cash and Cash Equivalents at End of Period | $ | 1,175 | $ | 11,120 | $ | 1,175 | ||||||
Supplemental Disclosure of Cash Flow Information: | ||||||||||||
Cash paid for: | ||||||||||||
Interest | $ | - | $ | - | $ | - | ||||||
Taxes | $ | - | $ | - | $ | - | ||||||
Supplemental Disclosure of Non-Cash | ||||||||||||
Investing and Financing Activities: | ||||||||||||
Conversion of debt to equity | $ | - | $ | - | $ | 1,102,154 | ||||||
Stock issued for deferred consulting services | $ | - | $ | - | $ | 6,750,000 | ||||||
Conversion of liabilities to note payable | $ | - | $ | - | $ | 102,023 | ||||||
Stock issued for debt restructuring anti-dilusion provision | $ | - | $ | - | $ | 800,000 | ||||||
Conversion of preferred shares to common shares | $ | - | $ | - | $ | 250,000 | ||||||
Stock issued for future services | $ | - | $ | - | $ | 1,200,000 | ||||||
Issued common shares for intangible assets | $ | - | $ | - | $ | 2,000,000 |
consolidated financial statements.
(Continued)
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| For the Six Months |
| March 5, 1999 |
| |||||
|
| 2009 |
| 2008 |
| 2009 |
| |||
Supplemental Disclosure of Non-Cash |
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Investing and Financing Activities: |
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Conversion of debt to equity |
| $ | –– |
| $ | –– |
| $ | 1,102,154 |
|
Stock issued for deferred consulting services |
| $ | –– |
| $ | –– |
| $ | 6,750,000 |
|
Conversion of liabilities to note payable |
| $ | –– |
| $ | –– |
| $ | 102,023 |
|
Stock issued for debt restructuring anti-dilusion provision |
| $ | –– |
| $ | –– |
| $ | 800,000 |
|
Conversion of preferred shares to common shares |
| $ | –– |
| $ | –– |
| $ | 250,000 |
|
Stock issued for future services |
| $ | –– |
| $ | –– |
| $ | 1,200,000 |
|
Issued common shares for intangible assets |
| $ | –– |
| $ | –– |
| $ | 2,000,000 |
|
See Accompanying Notes to Unaudited Consolidated Financial Statements.
KYTO BIOPHARMA, INC. AND SUBSIDIARY(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30,
5
In June 2009, the Financial Accounting Standards Board (FASB) issued its final Statement of Financial Accounting Standards (SFAS) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB StatementNo. 162”. SFAS No. 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpo se is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.
In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effect ive for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.
In SeptemberDecember 2009, the FASB has published ASU 2010-16 ““Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets.” ASU No. 2009-12, “Fair Value Measurements2009-16 is a revision to ASC 860, “Transfers and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)Servicing,”. and amends the guidance on accounting for transfers of financial assets, including securitization transactions, where entities have continued exposure to risks related to transferred financial assets. ASU No. 2009-16 also expands the disclosure requirements for such transactions. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update iswill become effective for interim and annual periods ending after December 15, 2009.us on April 1, 2010.. Early applicationadoption is permitted.Thepermitted. The adoption of this standardASU did not have ana material impact on the Company’sour consolidated financial position and results of operations.
6
KYTO BIOPHARMA, INC. AND SUBSIDIARY(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSSeptember 30, 2009
(Unaudited)
NOTE 3 – ACCOUNTING STANARDS UPDATES (Continued)
statements; however, it may affect any future stock distributions.
statements; however, it may affect any future stock distributions.
a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it may affect future divestitures of subsidiaries or groups of assets within its scope.
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
During the period ending September 30,December 31, 2009, the Company has continued to conduct a comprehensive review of its existing Intellectual Property portfolio with the assistance various IP legal firms and consultants. As a result of this review, the Company has elected to drop some of its patents while funding the remaining patents in full.
September 30, December 31, 2009 473,624 preferred shares were issued.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4.
CONTROLS AND PROCEDURES
(a)
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principle executive officrs, as appropriate, to allow timely decisions regarding disclosure.
The Company’s management has evaluated, with the participation of the principle executive offers the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.
(b)
The registrant’s principal executive officers have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
ITEM 4. | CONTROLS AND PROCEDURES |
(a) | The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principle executive officrs, as appropriate, to allow timely decisions regarding disclosure. The Company’s management has evaluated, with the participation of the principle executive offers the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report. |
(b) | The registrant’s principal executive officers have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
ITEM 1.
LEGAL PROCEEDINGS
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS. |
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
ITEM 5.
OTHER INFORMATION
ITEM 5. | OTHER INFORMATION |
ITEM 6.
EXHIBITS
ITEM 6. | EXHIBITS |
DESCRIPTION | |||
|
| ||
3(i)(a) | Articles of Incorporation of Kyto Biopharma, Inc.* | ||
3(i)(b) | Articles of Amendment changing name to Kyto Biopharma, Inc.* | ||
3(ii) | Bylaws of Kyto Biopharma, Inc.* | ||
10.1 | Research collaboration agreement between The Research Foundation of State University of New York and B. Twelve Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]** | ||
10.2 | Collaborative Research Agreement to synthesize new vitamin B12 analogs signed between the Company and New York University [dated November 11, 1999]** | ||
10.3 | Extension/Modification Research Collaboration Agreement between the Research Foundation of State University of New York and B Twelve, Inc., (Kyto Biopharma, Inc.) Modification No. 1 [dated November 01, 2000]** | ||
10.4 | Debt Settlement Agreement and Put Option (dated November 2002) between Kyto Biopharma, Inc. and New York University.** | ||
10.5 | Extension/Modification Research Collaboration Agreement between the Research Foundation of State University of New York and Kyto Biopharma, Inc., Modification No. 2 [dated December 2004]. ** | ||
10.6 | Services Agreement between Kyto Biopharma, Inc. and Gerard Serfati [dated November 1, 2004]*** | ||
Section 302 Certification** | |||
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
*
Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the Securities and Exchange Commission
**
Filed as Exhibit with this Form 10-Q.
***
Previoulsy filed with Form S-8 on November 18, 2004.
* | Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the Securities and Exchange Commission |
** | Filed as Exhibit with this Form 10-Q. |
*** | Previously filed with Form S-8 on November 18, 2004. |
Kyto Biopharma, Inc. | |||
(Registrant) | |||
By: | /s/ Georges Benarroch | ||
Georges Benarroch Acting President and Chief Executive Officer And Acting Chief Executive Officer | |||
February 12, 2010
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