Document and Entity Information
Document and Entity Information - $ / shares | Feb. 11, 2019 | Dec. 31, 2018 |
Details | ||
Registrant Name | Kyto Technology & Life Science, Inc. | |
Registrant CIK | 1,164,888 | |
SEC Form | 10-Q | |
Period End date | Dec. 31, 2018 | |
Fiscal Year End | --03-31 | |
Trading Symbol | KBPH | |
Tax Identification Number (TIN) | 651,086,538 | |
Number of common stock shares outstanding | 5,027,703 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Small Business | true | |
Emerging Growth Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q3 | |
Entity Incorporation, State Country Name | Florida | |
Entity File Number | 000-50390 | |
Entity Address, Address Line One | 13050 Paloma Road | |
Entity Address, City or Town | Los Altos Hills | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94,022 | |
City Area Code | 408 | |
Local Phone Number | 313 5830 | |
Entity Listing, Par Value Per Share | $ 1 |
Consolidated Balance Sheets (De
Consolidated Balance Sheets (December 31, 2018 Unaudited) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Current Assets | ||
Cash | $ 14,534 | $ 4 |
Receivables | 1,000 | 0 |
Prepaid & other current assets | 0 | 7,500 |
Total Current Assets | 15,534 | 7,504 |
Investments | 1,037,000 | 0 |
Total Assets | 1,052,534 | 7,504 |
Current Liabilities | ||
Accounts payable & accrued liabilities | 7,770 | 13,030 |
Accrued liabilities & loans - related party | 7,274 | 311,430 |
Total Current Liabilities | 15,044 | 324,460 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Equity (Deficit) | ||
Common Stock, Value, Issued | 503 | 314 |
Additional paid-in capital | 31,705,129 | 32,063,476 |
Accumulated deficit | (32,536,892) | (32,380,746) |
Total Stockholders' Equity (Deficit) | 1,037,490 | (316,956) |
Total Liabilities and Stockholders' Equity (Deficit) | 1,052,534 | 7,504 |
Series A Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, Value, Issued | 1,868,750 | 0 |
Series B Preferred Stock | ||
Stockholders' Equity (Deficit) | ||
Preferred Stock, Value, Issued | $ 0 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (December 31, 2018 Unaudited) - Parenthetical - $ / shares | Dec. 31, 2018 | Mar. 31, 2018 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 5,027,703 | 3,139,747 |
Common Stock, Shares, Outstanding | 5,027,703 | 3,139,747 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 |
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 |
Preferred Stock, Shares Issued | 1,868,750 | 0 |
Preferred Stock, Shares Outstanding | 1,868,750 | 0 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.80 | $ 0.80 |
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||||
Revenue from sale of services | $ 5,000 | $ 0 | $ 5,000 | $ 0 |
Operating Expenses | ||||
General and administrative | 62,923 | 24,133 | 161,121 | 63,862 |
Total Operating Expenses | 62,923 | 24,133 | 161,121 | 63,862 |
Loss from Operations | (57,923) | (24,133) | (156,121) | (63,862) |
Interest expense, net | 0 | 0 | (25) | 0 |
Net Loss before taxes | (57,923) | (24,133) | (156,146) | (63,862) |
Net income (tax) benefit | 0 | 0 | 0 | 0 |
Net Loss | $ (57,923) | $ (24,133) | $ (156,146) | $ (63,862) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 5,027,703 | 3,139,747 | 4,650,112 | 3,139,747 |
Net loss per share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Condensed Statements of Shareho
Condensed Statements of Shareholders' Equity and Accumulated Deficit (Unaudited) - 9 months ended Dec. 31, 2018 - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Mar. 31, 2018 | $ 0 | $ 314 | $ 32,063,476 | $ (32,380,746) | $ (316,956) |
Shares Outstanding, Starting at Mar. 31, 2018 | 0 | 3,139,747 | |||
Net Income (Loss) | $ 0 | $ 0 | 0 | (156,146) | (156,146) |
Stock Issued During Period, Value, New Issues | $ 1,468,750 | (293,750) | 0 | 1,175,000 | |
Stock Issued During Period, Shares, New Issues | 1,468,750 | ||||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 400,000 | 0 | (80,000) | 0 | 320,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 400,000 | ||||
Stock Issued During Period, Value, Stock Options Exercised | $ 0 | $ 189 | 11,139 | 0 | 11,328 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 1,887,956 | |||
Compensation expense on stock options | $ 0 | $ 0 | 4,264 | 0 | 4,264 |
Shares Outstanding, Ending at Dec. 31, 2018 | 1,868,750 | 5,027,703 | |||
Equity Balance, Ending at Dec. 31, 2018 | $ 1,868,750 | $ 503 | $ 31,705,129 | $ (32,536,892) | $ 1,037,490 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net loss | $ (156,146) | $ (63,862) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Loss on conversion of related party debt | 5,099 | 0 |
Option compensation expense | 4,264 | 0 |
Increase / (decrease) in operating assets and liabilities | ||
Receivables | (1,000) | 0 |
Prepaid & other current assets | 7,500 | 0 |
Related party liabilities | 0 | 48,000 |
Accounts payable and accrued liabilities | (5,260) | (5,022) |
Total cash (used in) operating activities | (145,543) | (20,884) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Purchase of equity investments | (1,037,000) | 0 |
Total cash used in investing activities | (1,037,000) | 0 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Proceeds from sales of preferred stock | 1,175,000 | 0 |
Proceeds from exercise of options for common stock | 11,328 | 0 |
Advances from related party | 10,745 | 20,960 |
Total cash provided by financing activities | 1,197,073 | 20,960 |
Net increase in cash | 14,530 | 76 |
Cash, Beginning Balance | 4 | 0 |
Cash, Ending Balance | 14,534 | 76 |
Supplemental Cash Flow Information: | ||
Interest Paid | 25 | 0 |
Taxes Paid | 0 | 0 |
Non Cash Financing and Investing Activities | ||
Preferred shares issued for conversion of related party debt | $ 320,000 | $ 0 |
NOTE 1 - DESCRIPTION OF BUSINES
NOTE 1 - DESCRIPTION OF BUSINESS | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 1 - DESCRIPTION OF BUSINESS | NOTE 1 DESCRIPTION OF BUSINESS Kyto Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999 under the name of B12 Inc. In August, 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc. The Company was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other proliferate and autoimmune diseases and had been looking at a number of strategies to become active. In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have committed to invest and does not plan to invest more than $200,000 in any single investment. The Company plans to generate revenue from two sources: (i) the sale of advisory services to its target investments and (ii) realised gains from the sale of the businesses in which it has invested. Generally, it is expected that investments will be realised from an exit within a period of four years. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed financial statements of Kyto Technology and Life Science, 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 financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 2018 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim unaudited condensed financial statements and the results of its operations for the interim period ended December 31, 2018, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year. Although the Company has $14,534 in the bank at December 31, 2018 and has raised another $200,000 since that date, management recognizes that it currently has minimal revenue and that revenue generation could be a slow and uncertain process depending on the success and liquidity of the businesses in which it invests. All cash received to date has originated from private placements of equity securities to accredited investors and there is no assurance that the Company will be able to continue to raise such funding to cover new investments and net operating expenses. Accordingly, there is no assurance that the Company will be able to meet its cash obligations when they come due and payable, which raises doubt over the Companys ability to continue as a going concern for one year from the issuance of these financial statements. REVENUE RECOGNITION The Company derives revenue from two sources: proceeds from the sale of investments and fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion. USE OF ESTIMATES In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates. Significant estimates during 2018 include, the valuation allowance of stock options and warrants. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at December 31, 2018 and March 31, 2018, respectively. CONCENTRATIONS The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2018, the Company did not have any deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018 and March 31, 2018, respectively. NET LOSS PER COMMON SHARE In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings per Share", basic earnings per share is computed by dividing the net income less preferred dividends for the period by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income less preferred dividends by the weighted average number of common shares outstanding including the effect of common stock equivalents. Common stock equivalents, consisting of stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. STOCK-BASED COMPENSATION Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees be accounted for at fair value. This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company did not grant any options or warrants prior to March 31, 2018. INCOME TAXES The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 "Accounting for Income Taxes" ("Topic 740"). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. INVESTMENTS The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Managements estimated valuation. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. |
NOTE 3 - INVESTMENT
NOTE 3 - INVESTMENT | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 3 - INVESTMENT | NOTE 3 INVESTMENTS During the three months ended December 31, 2018, the Company made an aggregate investment of $450,000 in five separate early stage companies. In no case was there any financial or management control over the investment targets, and the ownership interest was below 15%. Accordingly, the Company carries these investments at cost and reviews results and expectations of target companies with target management on at least a quarterly basis to determine if there is any impairment in value, in which case the carrying value of the investment would be revalued. Management reviewed all investments in the quarter ended December 31, 2018 and there were no adjustments made for impairment. |
NOTE 4 - ACCOUNTING STANDARDS U
NOTE 4 - ACCOUNTING STANDARDS UPDATES | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 4 - ACCOUNTING STANDARDS UPDATES | NOTE 4 ACCOUNTING STANDARDS UPDATES Significant Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements. |
NOTE 5 -RELATED PARTY TRANSACTI
NOTE 5 -RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 5 -RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS At March 31, 2018, a balance of $311,430 was payable to a director, chairman and major shareholder of the Company in respect of expenses and fees incurred by him on behalf of the Company. At June 30, 2018, a total of $314,901 of the related party loans and accrued liabilities were converted into 400,000 investment units (Units) consisting of 400,000 shares of Series A preferred stock, and 400,000 Warrants to purchase common stock at $1.20 per share. The units were valued at $0.80 per unit. (See Note 6.) The Company recorded a loss on conversion of related party debt of $0 and $5,099 respectively, during the three and nine months ended December 31, 2018. At December 31, 2018, $7,274 was due and payable to related parties. Of this amount $5,000 was due to the Company Chief Financial Officer for services provided to the Company, and $2,724 was due to the Chief Executive Officer as reimbursement for expenses incurred in the normal course of business. The Company now operates virtually, and from public locations, and no longer leases any office space from related parties. |
NOTE 6- EQUITY
NOTE 6- EQUITY | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 6- EQUITY | NOTE 6 EQUITY (A) PREFERRED STOCK As of December 31, 2018 and March 31, 2018, there are 2,000,000 shares of Series A preferred stock (Series A) authorized at a par value of $1.00 per share. The Company has outstanding 1,868,750 shares of Series A as a result of the sale during the nine months ended December 31, 2018 of 1,468,750 Units at $0.80 per Unit in a private placement to accredited investors for $1,175,000, and 400,000 Units for the conversion of $320,000 of related party debt. The Units consist of one Series A share and one warrant per Unit. The Series A can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of the Series A shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to two times (2 X) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference). All share issuances and obligations are recognized on the books and stock register, however, as at the date of this report certificates have not been delivered as a result of administrative delays in transferring to the Companys selected stock transfer agent. There are also 1,500,000 shares of Series B preferred stock (Series B) authorized at a par value of $0.80 per share. No Series B was issued or outstanding as at December 31, 2018 or March 31, 2018. The Series B can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of the Series B shall be entitled to receive in preference to the holders of Common Shares and Series A, a per share amount equal to two times (2 X) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference) (B) COMMON STOCK The Company has authorized 100,000,000 shares of common stock at a par value of $0.0001 per share. As of December 31, 2018, and March 31, 2018 a total of 5,027,703 and 3,139,747 shares of the Companys common stock were issued and outstanding, respectively. (C) PRIVATE PLACEMENT In April 2018, in a non-brokered private placement, the Company offered accredited investors an opportunity to purchase a minimum of 875,000 and maximum of 1,500,000 Units. These Units consist of one Series A (convertible into one common share) and one warrant (exercisable into one common share at $1.20 per share for a period of three years). The Preferred Shares can be converted into Common Shares upon listing of the Company on NASDAQ, or redeemed for $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of preferred shares shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to (2x) the Original Purchase price plus any declared but unpaid dividends (Liquidation preference). The Units are priced at $0.80 per unit. In April 2018, a total of $320,000 of related party loans and accrued liabilities were converted into Units consisting of 400,000 shares of Series A, and 400,000 Warrants to purchase common stock at $1.20 per share. Additionally, since April 2018, the Company has sold 1,468,750 investment units to accredited investors in a private placement for $1,175,000 in cash. (D) STOCK OPTIONS In April 2018, the Company approved the introduction of the Kyto Technology and Life Science, Inc. Incentive Stock Option Plan for the benefit of employees, consultants and directors, with the objective of securing the benefit of services for stock options rather than cash salaries. In the nine months ended December 31, 2018, the Company granted a total of 2,697,085 options at an exercise price of $0.006 per share. On May 18, 2018, 1,887,956 options vested upon the initial closing of the private placement and were exercised for $11,328. The remaining balance of 809,129 options will become fully vested upon the final close of the private placement after the sale of 1,500,000 units. Number of options Weighted average exercise price Weighted average remaining life years Outstanding March 31, 2018 - - - Granted 2,697,085 $ 0.006 1.00 Exercised (1,887,956) $ 0.006 - Cancelled - - - Outstanding December 31, 2018 809,129 $ 0.006 0.25 Exercisable December 31, 2018 - $ - - In connection with the grant of stock options the Company recognises the value of the related option expense using the Black Scholes model , with appropriate assumptions for option life, stock value, risk free interest rate, volatility, and cancellations. The assumptions used for options granted in the nine months ended December 31, 2018 were as follows: Stock Price at grant date $0.006 Exercise Price $0.006 Term in Years 1.00 Volatility assumed 73% Annual dividend rate 0.0% Risk free discount rate 1.79% The compensation expense calculated at time of grant is amortised over the vesting period for the options granted. During the three and nine months ended December 31, 2018, the Company amortised $356 and $4,264 , respectively, as option expense. No options were granted as of March 31, 2018. E) WARRANTS In conjunction with the sale of stock Units, the Company issued 1,868,750 warrants to purchase common stock at a price of $1.20 per share for a period of three years . The Company values the warrants Number of warrants Weighted average exercise price Weighted average remaining life years Outstanding March 31, 2018 - - - Granted 1,868,750 $ 1.20 3.00 Exercised - $ - - Cancelled - $ - - Outstanding December 31, 2018 1,868,750 $ 1.20 2.25 Exercisable December 31, 2018 1,868,750 $ 1.20 2.25 Stock Price at Valuation date $0.006 Exercise Price $1.20 Term in Years 3.00 Volatility assumed 73.0% Annual dividend rate 0.0% Risk free discount rate 1.79% At December 31, 2018 the value of the warrants was $0 as the Company did not bifurcate the value of Series A and warrants within the Units sold. There were no warrants issued or outstanding at March 31, 2018. |
NOTE 7 - SUBSEQUENT EVENTS
NOTE 7 - SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 7 - SUBSEQUENT EVENTS | NOTE 7 SUBSEQUENT EVENTS Subsequent to December 31, 2018, the Company has raised a total of $200,000 , for the sale of another 250,000 investment units. |
NOTE 2 - BASIS OF PRESENTATIO_2
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: REVENUE RECOGNITION (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company derives revenue from two sources: proceeds from the sale of investments and fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion. |
NOTE 2 - BASIS OF PRESENTATIO_3
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: USE OF ESTIMATES (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
USE OF ESTIMATES | USE OF ESTIMATES In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates. Significant estimates during 2018 include, the valuation allowance of stock options and warrants. |
NOTE 2 - BASIS OF PRESENTATIO_4
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at December 31, 2018 and March 31, 2018, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_5
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CONCENTRATIONS (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
CONCENTRATIONS | CONCENTRATIONS The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2018, the Company did not have any deposits in excess of federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2018 and March 31, 2018, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_6
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: NET LOSS PER COMMON SHARE (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings per Share", basic earnings per share is computed by dividing the net income less preferred dividends for the period by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income less preferred dividends by the weighted average number of common shares outstanding including the effect of common stock equivalents. Common stock equivalents, consisting of stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. |
NOTE 2 - BASIS OF PRESENTATIO_7
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: STOCK-BASED COMPENSATION (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees be accounted for at fair value. This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company did not grant any options or warrants prior to March 31, 2018. |
NOTE 2 - BASIS OF PRESENTATIO_8
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: INCOME TAXES (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 "Accounting for Income Taxes" ("Topic 740"). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. |
NOTE 2 - BASIS OF PRESENTATIO_9
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: INVESTMENTS (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
INVESTMENTS | INVESTMENTS The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Managements estimated valuation. |
NOTE 2 - BASIS OF PRESENTATI_10
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: FAIR VALUE OF FINANCIAL INSTRUMENTS (Policies) | 9 Months Ended |
Dec. 31, 2018 | |
Policies | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entitys own assumptions. |
NOTE 6- EQUITY_ Schedule of Sto
NOTE 6- EQUITY: Schedule of Stock Options (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Stock Options | Number of options Weighted average exercise price Weighted average remaining life years Outstanding March 31, 2018 - - - Granted 2,697,085 $ 0.006 1.00 Exercised (1,887,956) $ 0.006 - Cancelled - - - Outstanding December 31, 2018 809,129 $ 0.006 0.25 Exercisable December 31, 2018 - $ - - |
NOTE 6- EQUITY_ Schedule of Fai
NOTE 6- EQUITY: Schedule of Fair Value Asumptions, Options (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value Asumptions, Options | Stock Price at grant date $0.006 Exercise Price $0.006 Term in Years 1.00 Volatility assumed 73% Annual dividend rate 0.0% Risk free discount rate 1.79% |
NOTE 6- EQUITY_ Schedule of War
NOTE 6- EQUITY: Schedule of Warrants (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Warrants | Number of warrants Weighted average exercise price Weighted average remaining life years Outstanding March 31, 2018 - - - Granted 1,868,750 $ 1.20 3.00 Exercised - $ - - Cancelled - $ - - Outstanding December 31, 2018 1,868,750 $ 1.20 2.25 Exercisable December 31, 2018 1,868,750 $ 1.20 2.25 |
NOTE 6- EQUITY_ Schedule of F_2
NOTE 6- EQUITY: Schedule of Fair Value Assumptions, Warrants (Tables) | 9 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Fair Value Assumptions, Warrants | Stock Price at Valuation date $0.006 Exercise Price $1.20 Term in Years 3.00 Volatility assumed 73.0% Annual dividend rate 0.0% Risk free discount rate 1.79% |
NOTE 1 - DESCRIPTION OF BUSIN_2
NOTE 1 - DESCRIPTION OF BUSINESS (Details) | 9 Months Ended |
Dec. 31, 2018 | |
Entity Incorporation, State Country Name | Florida |
Entity Incorporation, Date of Incorporation | Mar. 5, 1999 |
Entity Information, Former Legal or Registered Name | Kyto BioPharma Inc. |
Previous Name | |
Entity Information, Former Legal or Registered Name | B Twelve, Inc. |
NOTE 2 - BASIS OF PRESENTATI_11
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Details) - USD ($) | Dec. 31, 2018 | Mar. 31, 2018 |
Details | ||
Cash and Cash Equivalents, at Carrying Value | $ 0 | |
Cash Equivalents, at Carrying Value | $ 0 |
NOTE 3 - INVESTMENT (Details)
NOTE 3 - INVESTMENT (Details) | 3 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Aggregate investment in early stage companies | $ 450,000 |
NOTE 5 -RELATED PARTY TRANSAC_2
NOTE 5 -RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | |
Details | ||||
Accrued liabilities & loans - related party | $ 7,274 | $ 7,274 | $ 311,430 | |
Gain (Loss) on Extinguishment of Debt | $ 0 | $ (5,099) | $ 0 |
NOTE 6- EQUITY (Details)
NOTE 6- EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2018 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 5,027,703 | 5,027,703 | 3,139,747 |
Common Stock, Shares, Outstanding | 5,027,703 | 5,027,703 | 3,139,747 |
Fair Value Measurements, Valuation Techniques | Black Scholes model | ||
Option expense amortized | $ 356 | $ 4,264 | |
Warrants issued | 0 | 0 | 0 |
Warrants outstanding | 0 | 0 | 0 |
Series A Preferred Stock | |||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 1 | $ 1 | $ 1 |
Preferred Stock, Shares Issued | 1,868,750 | 1,868,750 | 0 |
Preferred Stock, Shares Outstanding | 1,868,750 | 1,868,750 | 0 |
Series B Preferred Stock | |||
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 | 1,500,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.80 | $ 0.80 | $ 0.80 |
Preferred Stock, Shares Issued | 0 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 | 0 |
NOTE 6- EQUITY_ Schedule of S_2
NOTE 6- EQUITY: Schedule of Stock Options (Details) - Stock Options - $ / shares | Dec. 31, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 3 months | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,697,085 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.006 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (1,887,956) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.006 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 809,129 | 809,129 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.006 | $ 0.006 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0 | $ 0 |
NOTE 6- EQUITY_ Schedule of F_3
NOTE 6- EQUITY: Schedule of Fair Value Asumptions, Options (Details) - Stock Options | 9 Months Ended |
Dec. 31, 2018$ / shares | |
Stock Price at grant date | $ 0.006 |
Exercise Price | $ 0.006 |
Term in Years | 1 year |
Volatility assumed | 73.00% |
Annual dividend rate | 0.00% |
Risk free discount rate | 1.79% |
NOTE 6- EQUITY_ Schedule of W_2
NOTE 6- EQUITY: Schedule of Warrants (Details) - Warrants - $ / shares | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 3 months | 0 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,868,750 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 1,868,750 | 0 | 1,868,750 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.20 | $ 0 | $ 1.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,868,750 | 1,868,750 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 1.20 | $ 1.20 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 3 months |
NOTE 6- EQUITY_ Schedule of F_4
NOTE 6- EQUITY: Schedule of Fair Value Assumptions, Warrants (Details) - Warrants | 9 Months Ended |
Dec. 31, 2018$ / shares | |
Stock Price at Valuation date | $ 0.006 |
Exercise Price | $ 1.20 |
Term in Years | 3 years |
Volatility assumed | 73.00% |
Annual dividend rate | 0.00% |
Risk free discount rate | 1.79% |
NOTE 7 - SUBSEQUENT EVENTS (Det
NOTE 7 - SUBSEQUENT EVENTS (Details) | 9 Months Ended |
Dec. 31, 2018 | |
Details | |
Subsequent Event, Description | raised a total of $200,000 |