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

———————
FORM 10-Q
———————
 
xþ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended December 31, 2013June 30, 2014
 
or
 
o¨   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.
(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
500 Australian Avenue Toronto, Ontario Canada M5R 1P8South, Suite 600 West Palm Beach, FL 33401
(Address (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.    xþ  Yes    o¨  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).   oYes    o¨  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 companyxþ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    o¨  Yes    xþ  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  FebruaryAugust  12, 2014

 
 
 

KYTO BIOPHARMA, INC. AND SUBSIDIARY
For the quarterly period ended December 31, 2013June 30, 2014

INDEX
 
 PART I. FINANCIAL INFORMATION   
     
Item 1.
Financial Statements 
    
      
 
Condensed Consolidated Balance Sheets as of  December 31, 2013June 30, 2014 (Unaudited) and March 31, 2014
1
Unaudited Condensed Statements of Operations for the Three  Months Ended  June 30, 2014 and 2013
2
Unaudited Condensed Statement of Stockholders’ Deficit for the Three Months Ended  June 30, 2014
  3 
      
 
Unaudited Condensed  Consolidated Statements of OperationsCash Flows for the Three and Nine Months Ended December 31,June 30, 2014 and 2013 and 2012
  4 
      
   5 
      
Item 2. 
Unaudited Condensed  Consolidated Statements
Management’s Discussion and Analysis of Cash Flows for the Nine Months Ended December 31, 2013Financial Conditions and 2012
6
Notes to Unaudited  Condensed Consolidated Financial Statements  Results of Operations.  7 
      
Item 2. 3.
Management’s Discussion
Quantitative and Analysis of Financial Conditions and Results of Operations.    Qualitative Disclosures About Market Risk.
  97 
      
Item 3.4. 
Quantitative
Controls and Qualitative Disclosures About Market Risk.Procedures.
  10
Item 4. Controls and Procedures.108 
      
 PART II. OTHER INFORMATION    
      
Item 1.   
Legal Proceedings. 
  119 
      
Item 1A.
Risk Factors. 
  119 
      
Item 2. 
Unregistered Sales of Equity Securities and Use of Proceeds.
  119 
      
Item 3. 
Defaults Upon Senior Securities.
  119 
      
Item 4.
Mine Safety Disclosures
  119 
      
Item 5.
Other Information
  119 
      
Item 6.
Exhibits
  12
10 
 Signatures  1312-14 

 
 
 
 
 


PART I - FINANCIAL INFORMATION
 
ITEM 1.FINANCIAL STATEMENTS
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 CONDENSED CONSOLIDATED BALANCE SHEETS
  December 31,  March 31, 
  2013  2013 
  (Unaudited)    
       
ASSETS    
Current Assets      
Cash $46  $117 
         
Total Current Assets  46   117 
         
Total Assets $46  $117 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT     
         
Current Liabilities        
Accounts payable $-  $808 
Accrued liabilities  14,799   8,000 
Accrued liabilities - related party  86,000   40,000 
Accrued interest payable - related party  86,433   80,634 
Dividends Payable - preferred convertible stock  42,950   24,053 
Loan payable-related party  16,092   5,234 
Note payable-related party  100,000   100,000 
Total Current Liabilities  346,274   258,729 
         
Commitments and Contingencies        
         
 Stockholders'  Deficit        
Preferred convertible stock, $1.00 par value, 1,000,000 shares        
authorized, 473,624 shares issued and outstanding as of        
December 31, 2013 and  March 31, 2013  473,624   473,624 
Common stock, $0.0001 par value, 25,000,000 shares        
authorized, 12,998,482  shares issued and outstanding as of        
December 31, 2013 and March 31, 2013  1,300   1,300 
Additional paid-in capital  17,343,834   17,343,834 
 Accumulated deficit  (18,164,986)  (18,077,370)
         
Total  Stockholders'  Deficit  (346,228)  (258,612)
         
Total Liabilities and  Stockholders'  Deficit $46  $117 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
  For the Three Months  For the Nine Months 
  December 31  December 31 
  2013  2012  2013  2012 
             
             
Operating Expenses            
General and administrative $18,188  $22,626  $62,921  $39,841 
                 
Total Operating Expenses  18,188   22,626   62,921   39,841 
                 
Loss from Operation  18,188   22,626   62,921   39,841 
                 
Other Income (Expenses)                
Interest expense  (1,940)  (1,924)  (5,799)  (16,275)
Loss on dissolution of foreign subsidiary  -   (173,623)  -   (173,623)
                 
Total Other Income (Expense), net  (1,940)  (175,547)  (5,799)  (189,898)
                 
                 
Net Loss before taxes  (20,127)  (198,173)  (68,719)  (229,739)
                 
Net Income (Tax) Benefit  -   -   -   - 
                 
Net Loss  (20,127)  (198,173)  (68,719)  (229,739)
                 
Preferred Stock Dividends  (6,377)  (6,069)  (18,897)  (17,984)
                 
                 
Net Loss Attributed to  common shareholders  (26,504)  (204,242)  (87,616)  (247,723)
                 
Comprehensive Income                
Foreign currency translation gain  -   (3,560)  -   (3,560)
   -   (3,560)  -   (3,560)
                 
Comprehensive Loss  (26,504)  (207,802)  (87,616)  (251,283)
                 
                 
Weighted average number of shares outstanding                
 basic and diluted  12,998,482   12,998,482   12,998,482   12,998,482 
                 
                 
Net loss per share - basic and diluted $(0.00) $(0.02) $(0.01) $(0.02)
                 
Net loss per share  attributable to Common Shares holders- basic and diluted $(0.00) $(0.02) $(0.01) $(0.02)
Kyto Biopharma, Inc.
      
Condensed Balance Sheets
      
       
  
June 30,
  March 31, 
  2014  2014 
  Unaudited    
ASSETS      
Current Assets      
Cash $174  $3 
         
Total Current Assets  174   3 
         
Total Assets $174  $3 
         
LIABILITIES AND  STOCKHOLDERS'  DEFICIT        
         
Current Liabilities        
Accounts payable $1,361  $- 
Accrued liabilities  10,000   19,329 
Accrued liabilities - related party  106,000   96,000 
Accrued interest payable - related party  90,436   88,434 
Dividends Payable - preferred convertible stock  55,945   49,407 
Loan payable-related party  31,500   19,400 
Note payable-related party  100,000   100,000 
Total Current Liabilities  395,242   372,570 
         
Commitments and Contingencies        
         
 Stockholders'  Deficit        
Preferred convertible stock, $1.00 par value, 1,000,000 shares     
authorized, 473,624 issued and outstanding as of        
 June 30, 2014 and March 31, 2014  respectively  473,624   473,624 
Common stock, $0.0001 par value, 25,000,000 shares        
authorized, 12,998,482  issued and outstanding as of        
 June 30, 2014 and March 31, 2014  respectively  1,300   1,300 
Additional paid-in capital  17,343,834   17,343,834 
 Accumulated deficit  (18,213,826)  (18,191,325)
         
Total  Stockholders'  Deficit  (395,068)  (372,567)
         
Total Liabilities and  Stockholders'  Deficit $174  $3 
         
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
 
 
41
 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
 UNAUDITED CONDENSED CONSOLIDATED STATEMENTSTATEMENTS OF STOCK HOLDER’S DEFICIT
FOR THE NINE MONTHS ENDED DECEMBER 31. 2013
(UNAUDITED)OPERATIONS
 
  Preferred Stock  Common Stock  Additional  Accumulated    
  $1.00 par value  $0.0001 par value  Paid - in  Deficit    
  Shares  Amount  Shares  Amount  Capital     Total Deficit 
                      
Balance, March 31, 2013  473,624  $473,624   12,998,482  $1,300  $17,343,834  $(18,077,370) $(258,612)
Preferred stock dividends  -   -   -   -   -   (18,897)  (18,897)
Net loss  -   -   -   -   -   (68,719)  (68,719)
Balance December 31, 2013  473,624  $473,624   12,998,482  $1,300  $17,343,834  $(18,164,986) $(346,228)
  For the Three Months Ended 
  June 30 
  2014  2013 
Operating Expenses      
General and administrative $13,961  $29,246 
         
Total Operating Expenses  13,961   29,246 
         
Loss from Operation  13,961   29,246 
         
Other Income (Expenses)        
Interest expense  (2,002)  (1,919)
         
Total Other Income (Expense), net  (2,002)  (1,919)
         
         
Net Loss before taxes  (15,963)  (31,165)
         
Net Income (Tax) Benefit  -   - 
         
Net Loss  (15,963)  (31,165)
         
Preferred Stock Dividends  (6,538)  (6,221)
         
         
Net Loss Attributed to  common shareholders  (22,501)  (37,386)
         
         
         
Weighted average number of shares outstanding        
 basic and diluted  12,998,482   12,998,482 
         
         
Net loss per share - basic and diluted $(0.00) $(0.00)
         
Net loss per share  attributable to Common Shares holders- basic and diluted $(0.00) $(0.00)
         

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

 
52
 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSSTOCK HOLDER’S DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30. 2014
(UNAUDITED)
 

  For the Nine Months Ended December 31, 
  2013  2012 
       
Cash Flows from Operating Activities:      
Net loss $(87,616) $(247,723)
Adjustment to reconcile net loss to net cash used in        
operating activities:        
Interest expenses imputed on Related Party Loan  -   10,685 
Operating expenses incured by related party on behalf of the company  3,658     
Loss on dissolution of foreign subsidiary  -   173,623 
Changes in operating liabilities:        
Accrued liabilities related party  46,000   30,000 
Accrued liabilities  6,799   2,500 
Accrued interest related party  5,799   5,529 
Preferred dividends payable  18,897   17,984 
Accounts payable and accrued expenses  (808)  (3,888)
Net Cash Used in Operating Activities  (7,271)  (11,290)
         
Cash Flows from Investing Activities:        
         
Net Cash Used in Investing Activities  -   - 
         
Cash Flows from Financing Activities:        
Loan proceeds from related parties, net  7,200   6,500 
         
Net Cash Provided by Financing Activities  7,200   6,500 
         
Effect of currency rate change on cash  -   3,560 
         
Net  decrease in Cash and Cash Equivalents  (71)  (1,230)
         
Cash and Cash Equivalents at Beginning of Period  117   1,467 
         
Cash and Cash Equivalents at End of Period $46  $237 
         
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid for:        
Interest $-  $- 
Income taxes $-  $- 
         
Non-Cash Investing & Financing Activities:        
Transfer to intangible assets and liabilities to related
Party creditited to additional paid in capital
 $-  $1,367,135 
       Additional 
    
Preferred Stock
$1.00 par value
 
Common Stock
$0.0001 par value
 Paid - in
Capital
Accumulated
Deficit
   
     Shares Amount Shares Amount    Total
                  
Balance, March 31, 2014          473,624$       473,624   12,998,482$           1,300$  17,343,834$     (18,191,325) $       (372,567)
Preferred stock Dividends                     -                   -                   -                   -                   -               (6,538)             (6,538)
Net Loss                     -                   -                   -                   -                   -             (15,963)           (15,963)
Balance, June 30, 2014          473,624$       473,624   12,998,482$           1,300$  17,343,834$     (18,213,826) $       (395,068)
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3
KYTO BIOPHARMA, INC.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
  For the Three Months Ended June 
  2014  2013 
       
Cash Flows from Operating Activities:      
Net loss $(22,501) $(37,386)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
     
         
Changes in operating assets and liabilities:        
Accrued Liabilities Related Party  10,000   26,000 
Accrued Liabilities  (9,329)  500 
Accrued Interest Related Party  2,002   1,919 
Preferred Dividends Payable  6,538   6,221 
Accounts payable and accrued expenses  1,361   596 
Net Cash Used in Operating Activities  (11,929)  (2,150)
         
Cash Flows from Investing Activities:        
         
Net Cash Used in Investing Activities  -   - 
         
Cash Flows from Financing Activities:        
Loan proceeds from related parties, net  12,100   2,100 
         
Net Cash Provided by Financing Activities  12,100   2,100 
         
         
         
Net (decrease) increase in Cash and Cash Equivalents  171   (50)
         
Cash and Cash Equivalents at Beginning of Period  3   117 
         
Cash and Cash Equivalents at End of Period $174  $67 
         
         
Supplemental Disclosure of Cash Flow Information:        
Cash paid for:        
Interest $   $  
Taxes $   $  

The accompanying notes are an integral part of these unaudited condensed financial statements.
 
 
64
 
 
KYTO BIOPHARMA, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013June 30, 2014
 
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 is currently not in the development stage and was in “development stage” till June 30, 2011.2011

Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts.
 
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. In November 2012, Kyto closed its subsidiary and recognized a loss on dissolution of foreign subsidiary of $173,623 during the period ended December 31, 2012.

NOTE 2 – INTERIM REVIEW REPORTING

The accompanying unaudited condensed consolidated 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 unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's March 31, 20132014 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 consolidated financial statements and the results of its operations for the interim period ended December 31, 2013,June 30, 2014, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.
 
NOTE 3 – GOING CONCERN
 
The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has a working capital deficiency of $346,228,$395,068, a deficit accumulated of $18,164,986,$18,213,826 a stockholders' deficit of $346,228$ 395,068 as of December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.June 30, 2014. 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 unaudited condensed 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.
   
7
KYTO BIOPHARMA, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013

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 consolidated financial statements.
5

KYTO BIOPHARMA, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2014

NOTE 5 –RELATED PARTY TRANSACTIONS

During the year ended March 31, 2001, the Company entered into an agreement with a vendor, who is also a principal stockholder, for services totalling $200,000. On November 11, 2002, the Company and vendor mutually agreed that in lieu of the $200,000 payment, the vendor would accept 100,000 shares of the Company's common stock valued at $1.00 totalling $100,000. In addition, the Company also executed a $100,000 unsecured promissory note with the vendor. Under the terms of the promissory note, the obligation bears interest at prime plus 1% (4.25% at December 31 2013)June 30, 2014). Interest is accrued and payable quarterly. At December 31, 2013June 30, 2014 and March 31, 2013,2014, accrued interest totalled $86,433$90,436 and $80,634,$88,434 respectively.
 
NOTE 6-6 – EQUITY

A) CONVERTIBLE PREFERRED STOCK
On May 24, 2007 the Company entered into an agreement with Credifinance CapitalComindus Finance 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 CapitalComindus Finance 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 dividends at a rate of 5% per annum. Preferred Convertible Stock has the same voting rights as Common Stock. As of December 31, 2013,June 30, 2014, 473,624 convertible preferred shares were outstanding.

B) COMMON STOCK
As of December 31, 2013,June 30 2014, 12,998,482 common shares were outstanding.
 
NOTE 7 – SUBSEQUENT EVENTS
On August 5, 2014 Dr. Uri Sagman and Jean-Luc Berger resigned as directors of the company
On August 11, 2014, Peter Prendergast became a director of the company.
On August 11, 2014, the number of authorized common stock increased to 100,000,000 from 25,000,000 having a par value of $0.0001, amounting in the aggregate to Ten Thousand Dollars ($10,000.00)
On August 11, 2014, the number of authorized non-voting preferred stock increased to 2,000,000 from 1,000,000 having a par value of $1.00, amounting in the aggregate to Two million  Dollars ($2,000,000.00)
On August 11, 2014 , the company’s registered agent changed to  Leyard H. Dewees.

 
86
 
 
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
 
PLAN OF OPERATION
On July 17, 2013 the company entered into a Letter of Intent to acquire all of the outstanding common shares of Barbados Sea Island Cotton Inc. (“BSC”) through the issuance of 10 million common shares of Kyto to the shareholders of BSC and BSC satisfying Kyto’s outstanding debt on closing. Due to the inability of BSC to raise the funds required to proceed with the transactions, the letter of intent was cancelled.
In November 2012, Kyto closed its Canadian Subsidiary and recognized a loss on dissolution of foreign subsidiary of $173,623 during the period ended December 31, 2012.
 
The report of our Independent Registered Public Accounting firm dated June 28, 201330, 2014 on our March 31, 2013 consolidated2014 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, 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. Currently we do not have sufficient financial resources to fund our operations. Therefore, we need additional funds to continue these operations. The Company operates in a rapidly changing environment that involves a number of factors, some of which are beyond management’s control, such as financial market trends and investors’ appetite for new financings. It should be emphasized that, should the Company not be successful in completing its own financing (either by debt or by the issuance of securities from treasury), the Company may be unable to continue to operate as a going concern.
 
Results of Operations
 
For the ninethree months ended December 31, 2013June 30, 2014 the Company’s net loss attributable to common shareholders decreased by $160,107$14,885 to $87,616$22,501 compared to a net loss of $247,723$37,386 for the nineThree months ended December 31, 2012. The comprehensive loss for the nine months ended December 31, 2013, decreased by $163,667 to $87,616 compared to a comprehensive loss of $251,283 for the nine months ended December 31, 2012.June 30, 2013. 
 
For the three months ended December 31, 2013 the Company’s net loss attributable to common shareholders decreased by $177,738 to $26,504 compared to a net loss of $204,242 for the three months ended December 31, 2012 The comprehensive loss for the three months ended December 31,2013, decreased by $181,298 to $26,504 compared to a comprehensive loss of $207,802 for the three months ended December 31, 2012.

Liquidity and Capital Resources
 
The Company had working capital deficits of $346,228$395,068 as of December 31, 2013June 30, 2014 and $258,612$372,567 as of March 31, 2013.2014. Cash was $46$174 as of December 31, 2013June 30, 2014 and $117$3 as of March 31, 2013.2014.
 
Cash from operating activities
 
The Company’s net cash used in operations decreasedincreased by $4,019$9,779 to $7,271$11,927 for the ninethree months ended December 31, 2013June 30, 2014 compared to net cash used in operations of $11,290$2,150 for the ninethree months ended December 31, 2012.June 30, 2013.
 
Cash from financing activities
 
The Company’s net cash flows from financing activities increased by $700$10,000 to $7,200 for the nine months ended December 31, 2013$12,100 as of June 30, 2014 compared to cash flows from financing activities of $6,500$2,100 for the ninethree months ended December 31, 2012.June 30, 2013.
 
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.

9
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required for smaller reporting company.
 
7



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, 2012June 30, 2014 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, 2013.June 30, 2014.
 
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, 2013,June 30, 2014, 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.
 
 
108
 
 
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.MINE SAFETY DISCLOSURES
 
None
 
ITEM 5.OTHER INFORMATION
 
None
 
ITEM 6.EXHIBITS
 
Index to Exhibits on page 1210.
 
 
119
 

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.

 
1210
 

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.
 
   
 
Date:  February 14, 2014
By:/s/ Georges Benarroch
  
Georges Benarroch
Chief Executive Officer, principal executive officer,
principal financial and accounting officer
  principal financial and accounting officer

 
Date:  August 14, 2014
13
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