UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10-Q
———————
 
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30,December 31, 2010
 
ORor
 
¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from:_______ _____________ to _____________________

KYTO BIOPHARMA, INC.INC.
(Exact name of registrant as specified in its charter)

FLORIDA 000-50390 65-1086538
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

B1-114 Belmont Avenue Toronto, Ontario Canada M5R 1P8
B1-114 Belmont Avenue Toronto, Ontario CanadaM5R 1P8
(Address of Principal Executive Office)(Zip(Address of Principal Executive Office) (Zip Code)
 
(416) 960-8790
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
———————
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    þ 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).   o Yes    ¨  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filero Accelerated filero
Non-accelerated filero Smaller reporting companyþ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    þ  No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
12,998,482 Common Shares - $0.0001 Par Value - as of November 12, 2010January  13, 2011
 
 
 
 
UNITED STATES
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
INDEX
 
 PART I.   FINANCIAL INFORMATION   
     
Item 1.Financial Statements   1 
      
 Consolidated Balance Sheets as of  September 30,December 31, 2010 (Unaudited) and March 31, 2010  1 
      
 Unaudited Consolidated Statements of Operations for the Three and SixNine Months Ended   September 30,December 31, 2010 and 2009 and for the period from March 5, 1999 (Inception) to September 30,December 31, 2010    2 
      
 Unaudited Consolidated Statements of Cash Flows for the Three and SixNine Months Ended   September 30,December 31, 2010 and 2009 and for the period from March 5, 1999 (Inception) to September 30,December 31, 2010    3 
      
 Notes To Unaudited Consolidated Financial Statements    4 
      
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.      9 
      
Item 3.Quantitative and Qualitative Disclosures About Market Risk.  1110 
      
Item 4. Controls and Procedures.  11 
      
 PART II.   OTHER INFORMATION    
      
Item 1.   Legal Proceedings.   12 
      
Item 1A.Risk Factors.   12 
      
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.  12 
      
Item 3. Defaults Upon Senior Securities.  12 
      
Item 4.(Removed and Reserved)  12 
      
Item 5.Other Information  12 
      
Item 6.Exhibits  1312 

 
i
 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
ITEM 1.   KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
  CONSOLIDATED BALANCE SHEET S
  December 31,  March 31, 
  2010  2010 
  (Unaudited)    
ASSETS 
Current Assets      
Cash $1,100  $4,444 
         
Total Current Assets  1,100   4,444 
         
Other Assets        
Patent Rights  165,570   165,570 
         
         
Total Assets $166,670  $170,014 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT 
         
Current Liabilities        
Accounts payable $34,460  $6,518 
Accrued liabilities - related party  15,667   36,668 
Accrued interest payable - related party  64,409   59,329 
Accrued interest payable - preferred convertible stock  69,349   49,486 
Loan payable-related party  1,045,096   870,796 
Note payable-related party  100,000   100,000 
Total Current Liabilities  1,328,981   1,122,797 
         
Commitments and Contingencies        
         
Stockholders'   Deficit        
Preferred convertible stock, $1.00 par value, 1,000,000 shares        
authorized, 473,624 issued and outstanding as of December 31, 2010     
 and March 31, 2010 respectively  473,624   473,624 
Common stock, $0.0001 par value, 25,000,000 shares        
 authorized, 12,998,482  issued and outstanding as of        
 December 31, 2010 and March 31, 2010 respectively  1,300   1,300 
Additional paid-in capital  15,815,489   15,815,489 
Deficit accumulated during development stage  (17,275,540)  (17,065,962)
Accumulated other comprehensive loss  (177,184)  (177,234)
         
Total Stockholders'  Deficit  (1,162,311)  (952,783)
         
Total Liabilities and Stockholders'  Deficit $166,670  $170,014 
See Accompanying Notes to Unaudited Consolidated Financial Statements.

1
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 (A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
              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, 
  2010  2009  2010  2009  2010 
                
Operating Expenses               
Compensation $-  $-  $-  $-  $1,750,636 
Depreciation and amortization  -   -   -   -   814,183 
Consulting  8,353   14,000   52,118   41,999   9,911,927 
Bad debt  -   -   -   -   12,819 
Director fees  -   -   -   -   314,100 
Financing fees  -   -   -   -   28,781 
Professional fees  4,887   5,844   14,786   28,026   259,722 
General and administrative  14,357   9,525   41,955   29,656   645,679 
Research and development  16,264   39,672   32,076   130,756   1,697,027 
Loss on debt conversion  -   -   -   -   519,795 
Impairment loss  -   -   -   -   1,191,846 
Total Operating Expenses  43,861   69,041   140,935   230,437   17,146,515 
                     
                     
Other Income (Expenses)                    
Interest income  -   -   -   -   4,922 
Interest expense  (8,415)  (8,401)  (24,943)  (23,787)  (151,455)
Loss on debt forgiveness  -   -   (43,690)  -   (230,956)
Loss on disposal of equipment  -   -   -   -   (567)
Foreign currency transaction gain  -   (129)  (10)  (63)  249,031 
Total Other Income (Expense), net  (8,415)  (8,530)  (68,643)  (23,850)  (129,025)
                     
                     
Net Loss $(52,275) $(77,571) $(209,578) $(254,287) $(17,275,540)
                     
                     
Comprehensive Income (Loss)                    
Foreign currency translation gain (loss)  -   139   50   10   (177,184)
                     
                     
Total Comprehensive Loss $(52,275) $(77,432) $(209,528) $(254,277) $(17,452,724)
                     
                     
Weighted average number of shares outstanding                    
during the year - basic and diluted  12,998,482   12,743,610   12,998,482   12,743,610     
                     
                     
Net loss per share - basic and diluted $(0.00) $(0.01) $(0.02) $(0.02)    
See Accompanying Notes to Unaudited Consolidated Financial Statements.

2
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 (A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
         For the period from 
         March 5, 1999 
   For the Nine Months Ended December 31,  (Inception) to 
   2010  2009  December 31, 2010 
Cash Flows from Operating Activities:         
Net loss $(209,578) $(254,287) $(17,275,540)
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 
Loans receivable from related party-written off  43,689   -   299,783 
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:            
    Loan receivable  (43,689)  -   (309,620)
    Prepaids and other assets  -   44,229   (5,000)
    Accounts payable and accrued expenses  6,941   20,944   535,998 
    Related party accounts payable, accrued interest, and accrued liabilities  24,943   23,787   109,439 
Net Cash Used in Operating Activities  (177,694)  (165,327)  (2,572,154)
              
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  174,300   153,738   1,823,471 
  Repayment of loan to related parties  -   -   (26,792)
Net Cash Provided by Financing Activities  174,300   153,738   2,754,901 
              
Effect of Exchange Rate on Cash  50   10   (177,184)
              
Net Increase (decrease) in Cash and Cash Equivalents  (3,344)  (11,579)  1,100 
              
Cash and Cash Equivalents at Beginning of Period  4,444   12,754   - 
              
Cash and Cash Equivalents at End of Period $1,100  $1,175  $1,100 
              
              
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 $160,570  $-  $2,160,570 
See Accompanying Notes to Unaudited Consolidated Financial Statements.
3
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
  CONSOLIDATED BALANCE SHEET S
  September 30  March 31, 
  2010  2010 
  (Unaudited)  (Restated) 
ASSETS    
Current Assets      
Cash $710  $4,444 
         
Total Current Assets  710   4,444 
         
Other Assets        
Patent Rights  165,570   165,570 
         
         
Total Assets $166,280  $170,014 
         
LIABILITIES AND STOCKHOLDERS' EQUITY ( DEFICIT)     
         
Current Liabilities        
Accounts payable $29,708  $6,518 
Accrued liabilities - related party  24,667   36,668 
Accrued interest payable - related party  62,698   59,329 
Accrued interest payable - preferred convertible stock  62,646   49,486 
Loan payable-related party  996,596   870,796 
Note payable-related party  100,000   100,000 
Total Current Liabilities  1,276,315   1,122,797 
         
Commitments and Contingencies        
         
Stockholders'   Deficit        
Preferred convertible stock, $1.00 par value, 1,000,000 shares        
authorized, 473,624 issued and outstanding as of September 30, 2010     
 and March 31, 2010 respectively  473,624   473,624 
Common stock, $0.0001 par value, 25,000,000 shares        
 authorized, 12,998,482  issued and outstanding as of        
 September 30, 2010 and March 31, 2010 respectively  1,300   1,300 
Additional paid-in capital  15,815,489   15,815,489 
Deficit accumulated during development stage  (17,223,264)  (17,065,962)
Accumulated other comprehensive loss  (177,184)  (177,234)
         
Total Stockholders'  Deficit  (1,110,035)  (952,783)
         
Total Liabilities and Stockholders'  Deficit $166,280  $170,014 
See accompanying notes to unaudited consolidated financial statements.
1
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 (A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
              For the period from 
              March 5, 1999 
  For The Quarter Ended  For The Six Months Ended  (inception) to 
  September 30  September 30  September 30, 
  2010  2009  2010  2009  2010 
Operating Expenses               
Compensation $-  $-  $-  $-  $1,750,636 
Depreciation and amortization  -   -   -   -   814,183 
Consulting  31,200   13,999   43,747   27,999   9,903,556 
Bad debt  -   -   -   -   12,819 
Director fees  -   -   -   -   314,100 
Financing fees  -   -   -   -   28,781 
Professional fees  12,086   10,088   16,399   22,182   261,335 
General and administrative  11,286   10,637   21,075   20,131   624,799 
Research and development  7,541   49,045   15,812   91,084   1,680,763 
Loss on debt conversion  -   -   -   -   519,795 
Impairment loss  -   -   -   -   1,191,846 
Total Operating Expenses  62,113   83,769   97,033   161,396   17,102,613 
                     
                     
Other Income (Expenses)                    
Interest income  -   -   -   -   4,922 
Interest expense  (8,314)  (7,541)  (16,529)  (15,386)  (143,041)
Loss on debt forgiveness  -   -   (43,689)  -   (230,955)
Loss on disposal of equipment  -   -   -   -   (567)
Foreign currency transaction gain  6   -   (50)  -   248,991 
Total Other Income (Expense), net  (8,308)  (7,541)  (60,268)  (15,386)  (120,650)
                     
                     
Net Loss $(70,421) $(91,310) $(157,302) $(176,782) $(17,223,264)
                     
                     
Comprehensive Income (Loss)                    
Foreign currency translation gain (loss)  (6)  (9)  50   76   (177,184)
                     
                     
Total Comprehensive Loss $(70,427) $(91,319) $(157,252) $(176,706) $(17,400,448)
                     
                     
Weighted average number of shares outstanding                    
during the year - basic and diluted  12,998,482   12,743,610   12,998,482   12,743,610     
                     
                     
Net loss per share - basic and diluted $(0.01) $(0.01) $(0.01) $(0.01)  
See accompanying notes to unaudited consolidated financial statements.
2
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 (A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
          For the period from 
         March 5, 1999 
         (Inception) to 
   For the Six Months Ended September 30,  September 30, 
   2010  2009  2010 
Cash Flows from Operating Activities:         
Net loss $(157,302) $(176,782) $(17,223,264)
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 
 Loans receivable from related party-written off  43,689   -   299,783 
 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:            
 Loan receivable  (43,689)  -   (309,620)
 Prepaids and other assets  -   (10)  (5,000)
 Accounts payable and accrued expenses  11,189   21,996   540,246 
 Related party accounts payable, accrued interest, and accrued liabilities  16,529   15,386   101,025 
Net Cash Used in Operating Activities  (129,584)  (139,410)  (2,524,044)
              
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  125,800   128,233   1,774,971 
Repayment of loan to related parties  -   -   (26,792)
Net Cash Provided by Financing Activities  125,800   128,233   2,706,401 
              
Effect of Exchange Rate on Cash  50   76   (177,184)
              
Net Increase (decrease) in Cash and Cash Equivalents  (3,734)  (11,101)  710 
              
Cash and Cash Equivalents at Beginning of Period  4,444   12,754   - 
              
Cash and Cash Equivalents at End of Period $710  $1,653  $710 
              
              
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 $160,570  $-  $2,160,570 
See accompanying notes to unaudited consolidated financial statements.
3
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30,
December 31, 2010
 
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
Kyto Biopharma, Inc. was formed as a Florida corporation on March 5, 1999. B Twelve, Limited, Kyto Biopharma, Inc.'s wholly-owned Canadian subsidiary (collectively referred to as the "Company"), was also formed on March 5, 1999. On August 14, 2002, the parent Company changed its name from B Twelve, Inc. to Kyto Biopharma, Inc.
 
The Company is a biopharmaceutical company, formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other proliferate and autoimmune diseases. The Company has subsequently built itself into a development stage biopharmaceutical company that develops receptor-mediated technologies to control the uptake of vitamin B12 by non-controlled proliferative cells.
 
Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts.
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim consolidated financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of consolidated financial position and results of operations.
 
It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair consolidated financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
 
For further information, refer to the audited consolidated financial statements and footnotes of the Company for the year ending March 31, 2010 included in the Company's Form 10-K.
 
The Company is exposed to foreign exchange rate fluctuations as the financial results of the company’s Canadian subsidiary is translated into U.S. dollars on consolidation. The functional currency of Kyto’s subsidiary is the Canadian dollar.

NOTE 2 – INTERIM REVIEW REPORTING

The accompanying unaudited  financial statements of Kyto Biopharma, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 2010 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, in cluding normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim financial statements and the results of its operations for the interim period ended September 30,December 31, 2010, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.
 
 
4
 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September  30,December 31, 2010

NOTE 3 – GOING CONCERN
 
As reflected in the accompanying consolidated financial statements, the Company has a working capital deficiency of $1,275,605$1,327,881 a deficit accumulated during development stage of $17,223,264$17,275,540 and a stockholders' deficit of $1,110,035$1,162,311 as of September 30,December 31, 2010. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
The Company has yet to generate an internal cash flow, and until the sales of its product begins, the Company is highly dependent upon debt and equity funding. The Company must successfully complete its research and development resulting in a saleable product. However, there is no assurance that once the development of the product is completed and finally gains Federal Drug and Administration clearance, that the Company will achieve a profitable level of operations.
 
5
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2010

NOTE 4 – ACCOUNTING STANDARDS UPDATES
 
In January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810)- Accounting and Reporting for Decreases in Ownership of 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.
In January 2010, the FASB issued Accounting Standards Update No. 2010-06 applicable to FASB ASC 820-10, Improving Disclosures about Fair Value Measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservab le inputs (Level 3). This guidance is effective for interim and annual periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard did not impact the Company’s consolidated results of operations, cash flows or financial positions.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events (Topic 855) - Amendments to Certain Recognition and Disclosure Requirements." ASU 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirements that an SEC filer disclose the date through which subsequent events have been evaluated. ASC 2010-09 was effective upon issuance and has been adopted by the Company.
 In April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation”2010-28 (ASU No. 2010-28) “Intangibles – Goodwill and Other (Topic 718)350).”  ASU No.2010-13 provides amendments to Topic 718 to clarifyNo. 2010-28 addresses questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portionStep 1 of the entity's equity securities trades should notgoodwill impairment test, as stated in Topic 350, is passed in those circumstances because the fair value of their reporting unit will generally be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity.greater than zero.  The amendments in this Updateupdate do not provide guidance on how to determine the carrying amount or measure the fair value of the reporting unit.  The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts.  For public entities, the amendments in th is update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.  The amendments in this Update should be applied by recording a cumulative-effect ad justment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in whichEarly adoption is permitted.  For nonpublic entities, the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The adoption of this ASU did not have a material impact on our consolidated financial statements; however, it may affect any future stock distributions
5
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010

NOTE 4 – ACCOUNTING STANDARDS UPDATES -Continued
In April 2010, the FASB issued Accounting Standard Update No. 2010-17. “Revenue Recognition-Milestone Method” (Topic 605) ASU No.2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. An entity often recognizes these milestone payments as revenue in their entirety upon achieving a specific result from the research or development efforts. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The ASU is effect iveeffective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.  Nonpublic entities may early adopt the amendments using effective date for public entities.  The Company is evaluating the impact ASU No. 2010-28 will have on the consolidated financial statements.
A variety of proposed or after June 15, 2010. Early application is permitted. Entities can apply this guidance prospectivelyotherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted.  The adoption of this ASU did not have a material impact on ourthe Company’s consolidated financial statements

In August 2010, the FASB issued Accounting Standard Updates No. 2010-21 (ASU No. 2010-21) “Accounting for Technical Amendments to Various SEC Rules and Schedules” and No. 2010-22 (ASU No. 2010-22) “Accounting for Various Topics – Technical Corrections to SEC Paragraphs”.  ASU No 2010-21 amends various SEC paragraphs pursuant to the issuance of Release no. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies.  ASU No. 2010-22 amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics.  Both ASU No. 2010-21 and ASU No. 2010-22 are effective upon issuance.  The amendments in ASU No. 2010-21 and No. 2010-22 will not have a material impact on the Company’s financial statements.
Other ASUs not effective until after September  30, 2010, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.
 
NOTE 5 –5- PATENT RIGHTS
 
On  February 10, 2010, the Company purchased a portfolio of patents, patents pending, and related intellectual property (collectively the "Intellectual Property") from a third party in exchange for 254,872 shares of the Company's common stock and cash of $5,000 which was paid during the quarter ending June 30, 2010. The shares were valued at $0.63 per share resulting in  total value of $165,570.
 
 Kyto executed an “Executive Licensing Agreement” with The Research Foundation of State University of New York, “RFSUNY”, allowing Kyto to license certain technology surrounding the Human Transcobalamin Receptor.  The licensing agreement is active until the expiry of the patent rights..  The rights primarily relate to the patent: “Transcobalamin Receptor Polypeptides, Nucleic Acids, and Modulators Thereof, and Related Methods of Use in Modulating Cell Growth and Treating Cancer and Cobalamin Deficiency”. The Patents were valued for $165,570.

Patent rights are stated at cost and will be reclassified to intangible assets and amortized on a straight-line basis over the estimated future periods to be benefited ( twenty years) if and once the patent has been granted by the patent office.  As of September 30,December 31, 2010, the Company has not amortized the value of patent rights as it has not started generating any future economic benefits.  As per the Company’s management, there is no impairment noted in the value of patent rights as of September 30,December 31, 2010.
 
 
6
 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30,December 31, 2010

NOTE 65 –LOANS AND NOTES PAYABLE, RELATED PARTIES
(A) LOANS PAYABLE – RELATED PARTY
During the sixnine months ended September 30,December 31, 2010, the Company borrowed $125,800$174,300 from a related party of the Company. At September 30, 2010, the Company owed $996,596 to a related party of the Company. The loan is non-interest bearing, unsecured, due on demand, does not follow any specific repayment terms and included in the loans payable- related party balance.
 
(C) NOTE PAYABLE, RELATED PARTY
During the year ended March 31, 2001,the Company executed a $100,000 unsecured promissory note with the third party vendor. Under the terms of the promissory note, the obligation bears interest at prime plus 1% (5.25%% at September 30, 2010). Interest is accrued and payable quarterly. At September 30, 2010, accrued interest totaled $62,698.  In connection with the promissory note, all principal and accrued interest is payable in full upon the earliest of the following:
    (i)     The date on which the Company raises at least $1,000,000 in funding within a twelve-month period;
    (ii)    The date on which the agreement between the Company, vendor and other unrelated party terminates; or
    (iii)   Three years from the date of the promissory note.
Since the note was due in November 2005 and is in default, the entire balance in note payable has been re-classified to current liabilities.
NOTE 7 –6- LOAN RECEIVABLE FROM RELATED PARTY
 
In June 2009, two of the founders of the Company entered into a Standstill Agreement with the Clayton Foundation to license and commercialize from the Clayton Foundation for Research a portfolio of product candidates based on proprietary technology in part developed at the MD Anderson Cancer Center by Dr Michael Rosenblum, a former director of Kyto Biopharma Inc.

The services of two biotechnology specialized investment banks were secured in order to prepare a business plan, a valuation of the licenses and raise the funds necessary for the clinical development of targeted anticancer therapeutic proteins.

Through a new entity, Targeted Payload Therapeutics (TPT), funds advanced by a related party were advanced to TPT for the payment of the “Standstill Agreement”, fees related to the services of the 2 investment banks and expenses related to the transaction. The shareholders of TPT upon closing were: Kyto Biopharma Inc., Dr. Sagman, a director and one of the founders of the Company, the Clayton Foundation and scientists instrumental in bringing the transaction and continuing the development of the pipeline of products.
 
During the year ended March 31, 2010, Kyto loaned $265,931 to a newly founded US based biotechnology company, TPT. Amounts loaned under this note was non- interest bearing, unsecured, due on demand and do not follow any specific repayment terms.TPT was created to commercialize licensed technology which was developed at leading medical centers of excellence in the USA. Two of the founders of Kyto, Mr. Georges Benarroch and Dr. Uri Sagman, are also the founders of TPT. Kyto also loaned additional $43,689 during the quarter ending June 30, 2010.
 
On May 7, 2010 the Company announced the cancellation of its agreement with Targeted Payload Therapeutics Inc. ("TPT") and pursue any activities under Standstill Agreement. For the periods ending June 30,December 31, 2010 and March 31, 2010, the Company had written off an impaired loan of $43,689 and $265,931, respectively, towards loss incurred as a consequence of cancellation of agreement with TPT.
 
 
7
 

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September 30,December  31, 2010
 
NOTE 8 –7- EQUITY
 
On May 24, 2007 the Company entered into an agreement with Credifinance Capital Corp, a related party, to issue up to 500,000 Convertible Preferred Stock at $1.00 per share. This agreement is on an installment basis. During the year ended March 31, 2008, the Company issued 473,624 shares of Convertible Preferred Stock to Credifinance Capital Corp. for a total of $473,624 to satisfy a related party loan payable. Convertible Preferred Stock may be converted into Common Shares at a price of $0.45 per Common Share. The Convertible Preferred Stock bears interest at a rate of 5% per annum. Preferred Convertible Stock has the same voting rights as Common Stock. Interest expense accrued on the Convertible Preferred Stock through September 30, 2010December 31 was $62,646.$69,349.
 
NOTE 9 –8 - SUBSEQUENT EVENTS
 
Management evaluated all activities of the Company through the issuance date of the Company’s Consolidated  financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the consolidated financial statements
 
 
8
 
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
PLAN OF OPERATION
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONSDuring the year ending March 31, 2010, 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.
PLAN OF OPERATION
During the year ending
The efforts of the Company’s R&D have produced notable accomplishments with respect to the development of a novel cancer therapy through the regulation of Vitamin B12 uptake, an essential nutrient for cells. For the first time, the Company has conclusively identified the protein and the gene encoding the Vitamin B12 receptor. The work which is currently done by SUNY on utilizing the Vitamin B12 pathway provides for several strategies aimed at preventing the proliferation of cancer cells.  
The company is pleased to announce that on  June 29, 2010,  the Canadian Patent Office issued the Patents for  Canadian Patent Application No, 2187346, in the name of  Receptor Modulating Agents and Methods Relating Thereto.  The patentees are The University of Washington  and Kyto Biopharma, Inc.  The application was filed on April 7, 1995  and will remain in force for a period of 20 years from the filing date.
The report of our Independent Registered Public Accounting firm dated  June 28, 2010 on our March 31, 2010 consolidated 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 financing and maintain operations. We do not currently 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 man agement’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.
In discussions with various collaborative partners, the Company has decided to pursue a specific antibody strategy with the assistance of RFSUNY and an outsourced third party vendor. The development of this antibody technology will be overseen by RFSUNY and is currently in the early stages of development. The Company does not yet have an estimate of the total costs associated with this development. As the Company has no current revenues from operations, management fully expects to incur additional liabilities in order to fund the development of this strategy over the next 9 months.
On February 10, 2010 Kyto executed an “Executive Licensing Agreement” with The Research Foundation of State University of New York, “RFSUNY”, allowing Kyto to license certain technology surrounding the Human Transcobalamin Receptor.  The licensing agreement is active until the expiry of the patent rights.  The rights primarily relate to the patent: “Transcobalamin Receptor Polypeptides, Nucleic Acids, and Modulators Thereof, and Related Methods of Use in Modulating Cell Growth and Treating Cancer and Cobalamin Deficiency”.
Results of Operations
For the nine months ended December 31, 2010 the Company’s net loss decreased by $44.709 to of $209,578 compared to a net loss of $254,287 for the nine months ended  December  31, 2009.    The comprehensive loss for the nine months ended December 31, 2010 decrease by $44,749 to  $209,528 compared to a  loss of $254,277 for the nine months ended December 31, 2010.
9
Liquidity and Capital Resources
The Company had working capital deficits  of $1,327,881 as of  December 31, 2010 and $1,118,353 as of  March 31, 2010.   Cash was $1,100 as of  December 31, 2010  and $4,444 as of March 31, 2010.
Cash  from operating activities
The Company’s cash used in operations   increased $12,367 to $177,694 for the nine months ended December 31, 2010 compared to cash used in operations of $165,327 for the nine months ended December 31, 2009.  
Cash from financing activities
The Company’s net cash flows from financing activities increased $20,562 to  of $174,300 as of December 31, 2010 compared to  cash flows  from financing activities of $153,738 for the nine months ended December  31, 2010, 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.
The efforts of the Company’s R&D have produced notable accomplishments with respect to the development of a novel cancer therapy through the regulation of Vitamin B12 uptake, an essential nutrient for cells. For the first time, the Company has conclusively identified the protein and the gene encoding the Vitamin B12 receptor. The work which is currently done by SUNY on utilizing the Vitamin B12 pathway provides for several strategies aimed at preventing the proliferation of cancer cells.  
The company is pleased to announce that on  June 29, 2010,  the Canadian Patent Office issued the Patents for  Canadian Patent Application No, 2187346, in the name of  Receptor Modulating Agents and Methods Relating Thereto.  The patentees are The University of Washington  and Kyto Biopharma, Inc.  The application was filed on April 7, 1995  and will remain in force for a period of 20 years from the filing date.
The report of our Independent Registered Public Accounting firm dated  June 28, 2010 on our March 31, 2010 consolidated 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 financing and maintain operations. We do not currently 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 man agement’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.
In discussions with various collaborative partners, the Company has decided to pursue a specific antibody strategy with the assistance of RFSUNY and an outsourced third party vendor. The development of this antibody technology will be overseen by RFSUNY and is currently in the early stages of development. The Company does not yet have an estimate of the total costs associated with this development. As the Company has no current revenues from operations, management fully expects to incur additional liabilities in order to fund the development of this strategy over the next 9 months.
On February 10, 2010 Kyto executed an “Executive Licensing Agreement” with The Research Foundation of State University of New York, “RFSUNY”, allowing Kyto to license certain technology surrounding the Human Transcobalamin Receptor.  The licensing agreement is active until the expiry of the patent rights.  The rights primarily relate to the patent: “Transcobalamin Receptor Polypeptides, Nucleic Acids, and Modulators Thereof, and Related Methods of Use in Modulating Cell Growth and Treating Cancer and Cobalamin Deficiency”.
Results of Operations
For the six months ended September 30, 2010 the Company’s net loss of $157,302 was $19,480 below net loss of $176,782 for the six months ended  September  30, 2009.    The comprehensive loss for the Six months ended September  30, 2010 was 157,252  was $19,454 below loss of $176,706 for the three months ended September 30, 2009.
9
Liquidity and Capital Resources
The Company had working capital deficits  of $1,275,605 as of  September 30, 2010 and $1,118,353as of  March 31, 2010.   Cash were $710 as of  September 30, 2010  and $4,444 as of March 31, 2010.
Cash  from operating activities
The Company’s cash outflow from operations of $129,584 for the six months ended September 30, 2010 was $9,826  below cash flow from operations of $139,410 for the six months ended September 30, 2009.  
Cash from financing activities
The Company’s net cash outflow from financing activities of $125,800 as of September 30, 2010 was $2,433 below cash outflow from financing activities of $128,233 for the six months ended September 30, 2009.
 
The Company’s plan of operation for the next twelve months is to continue to focus its efforts on finding new sources of capital and on R&D activities related to the development and application of its antibody technologies.. As of the date of filing of this Form 10-Q with the U.S. Securities and Exchange Commission, the Company did receive a commitment of one of its stockholders to continue to provide operating loan funds to the Company.
 
10
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required for smaller reporting company.
 
10
ITEM 4.  CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures .  We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure con trols and procedures 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.  Based on his evaluation as of the end of the period covered by this report, our Chief Executive Officer who also serves as our principal financial and accounting officer has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Our management concluded that our disclosure controls and procedures were not effective as a result of a material weakness in our disclosure controls and procedures because we failed to properly disclose that we had terminated an agreement with a related party which led to a conclusion that amounts advanced to that related party were non-recoverable which also led to a material weakness in our internal control over financial reporting.  In August 2010, immediately prior to the filing of this report, we determined that our financial statements for the year ended March 31, 2010 could not be relied upon because we did not properly impair a related party receivable.  As a result of this error, we have restated our consolidated balance sheet at March 31, 2010 and related consolidated statement of operations, consolidated st atement of changes in stockholders’ deficiency and consolidated statement of cash flows for the year ended March 31, 2010.  

 During the second quarter  ended September 30, 2010we instituted  an enhanced disclosure policies to ensure that information is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and  is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure, as well as instituting enhanced procedures for evaluating related party receivables. 

As of September 30, 2010 and as of the date of this report, we did not maintain effective controls over the control environment  specifically with respect to the fact that our board of directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.
Changes in Internal Control over Financial Reporting.   There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
11
 
Evaluation of Disclosure Controls and Procedures .  We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure con trols and procedures 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.  Based on his evaluation as of the end of the period covered by this report, our Chief Executive Officer who also serves as our principal financial and accounting officer has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Our management concluded that our disclosure controls and procedures were not effective as a result of a material weakness in our disclosure controls and procedures because we failed to properly disclose that we had terminated an agreement with a related party which led to a conclusion that amounts advanced to that related party were non-recoverable which also led to a material weakness in our internal control over financial reporting.  In August 2010, immediately prior to the filing of this report, we determined that our financial statements for the year ended March 31, 2010 could not be relied upon because we did not properly impair a related party receivable.  As a result of this error, we have restated our consolidated balance sheet at March 31, 2010 and related consolidated statement of operations, consolidated st atement of changes in stockholders’ deficiency and consolidated statement of cash flows for the year ended March 31, 2010.  

 During the second quarter  ended September 30, 2010 we instituted  an enhanced disclosure policies to ensure that information is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and  is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure, as well as instituting enhanced procedures for evaluating related party receivables. 

As of December 31, 2010 and as of the date of this report, we did not maintain effective controls over the control environment  specifically with respect to the fact that our board of directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B.
Changes in Internal Control over Financial Reporting.   There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
11

PART II. OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
None
 
ITEM 1A.  RISK FACTORS.
 
Not required for smaller reporting company.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .
 
None
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
None
 
ITEM 4.  REMOVED AND RESERVED
 
None
 
ITEM 5.  OTHER INFORMATION
None.
 
None.
12
ITEM 6.  EXHIBITS
ITEM 6.   
Index to Exhibits on page 12.
12
INDEX TO EXHIBITS
EXHIBIT NUMBERDESCRIPTION
 
INDEX TO EXHIBITS
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.*
   
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]***
   
31.1
 Section 302 Certification of principal executive officer.**
   
31.2
 Section 302 Certification of 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 **
———————
*Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the Securities and Exchange Commission
**Filed as Exhibit with this Form 10-Q.

***Previously filed with Form S-8 on November 18, 2004.
13

SIGNATURES
In accordance with Form S-8the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on November 18, 2004.
its behalf by the undersigned, thereunto duly authorized.

13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Kyto Biopharma, Inc.
(Registrant)
Date:  February 14, 2011By:/s/ Georges Benarroch
Georges Benarroch
President and Chief Executive Officer
 (Registrant)
   
Date:  November 15, 2010By:  /s/ Georges Benarroch
Georges Benarroch
President and Chief Executive Officer
14
 
14