Document and Entity Information
Document and Entity Information - $ / shares | Feb. 12, 2021 | Dec. 31, 2020 |
Details | ||
Registrant Name | Kyto Technology & Life Science, Inc. | |
Registrant CIK | 0001164888 | |
Fiscal Year End | --03-31 | |
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2020 | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 000-50390 | |
Entity Tax Identification Number | 65-1086538 | |
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 | 94022 | |
Entity Address, Address Description | Address of Principal Executive Office | |
City Area Code | 650 | |
Local Phone Number | 204 7896 | |
Phone Fax Number Description | Registrant’s telephone number, including area code | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,801,832 | |
Entity Listing, Par Value Per Share | $ 0.01 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
Condensed Balance Sheets (Decem
Condensed Balance Sheets (December 31, 2020) Unaudited) - USD ($) | Dec. 31, 2020 | Mar. 31, 2020 |
Current Assets | ||
Cash | $ 563,795 | $ 33,756 |
Receivables | 0 | 500 |
Deferred fundraising expenses | 36,409 | 0 |
Investments | 5,882,441 | 2,665,499 |
Total Assets | 6,482,645 | 2,699,755 |
Current Liabilities | ||
Accounts payable & accrued liabilities | 75,102 | 26,394 |
Accrued liabilities & loans - related party | 8,000 | 5,750 |
Total Current Liabilities | 83,102 | 32,144 |
Commitments and Contingencies | 0 | 0 |
NET ASSETS | ||
Common Stock, Value, Issued | 98,018 | 58,368 |
Additional paid-in capital | 39,337,610 | 35,943,369 |
Accumulated deficit | (33,109,000) | (33,384,252) |
Total net assets | 6,399,543 | 2,667,611 |
Total liabilities and net assets | 6,482,645 | 2,699,755 |
Authorized but not designated | ||
NET ASSETS | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series A Preferred Stock | ||
NET ASSETS | ||
Preferred Stock, Value, Issued | 42,001 | 42,001 |
Series B Preferred Stock | ||
NET ASSETS | ||
Preferred Stock, Value, Issued | $ 30,914 | $ 8,125 |
Condensed Balance Sheets (Dec_2
Condensed Balance Sheets (December 31, 2020) Unaudited) - Parenthetical - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 |
Common Stock, Shares, Issued | 9,801,832 | 9,801,832 |
Common Stock, Shares, Outstanding | 9,801,832 | 9,801,832 |
Authorized but not designated | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 19,800,000 | 19,800,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 4,200,000 | 4,200,000 |
Preferred Stock, Shares Issued | 4,200,000 | 4,200,000 |
Preferred Stock, Shares Outstanding | 4,200,000 | 4,200,000 |
Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 6,000,000 | 6,000,000 |
Preferred Stock, Shares Issued | 3,091,406 | 812,500 |
Preferred Stock, Shares Outstanding | 3,091,406 | 812,500 |
Condensed Unaudited Statements
Condensed Unaudited Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
INVESTMENT INCOME | ||||
Interest on bank accounts | $ 5 | $ 0 | $ 5 | $ 0 |
Other interest and other income | 0 | 9,000 | 500 | 17,950 |
Total investment income | 5 | 9,000 | 505 | 17,950 |
EXPENSES | ||||
Management Fees | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Banking and professional fees | 91,669 | 9,063 | 168,212 | 38,015 |
Other operating expenses | 241,047 | 90,242 | 363,983 | 331,191 |
Total expenses | 332,716 | 99,305 | 532,195 | 369,206 |
Net investment loss | (332,711) | (90,305) | (531,690) | (351,256) |
Net realized gain (loss) from investment | 0 | 0 | 0 | 0 |
Net change in unrealized gain (loss) from investment | 328,694 | 0 | 806,942 | (61,046) |
Net change in unrealized gain (loss) from hedging activities | 0 | 0 | 0 | 0 |
Net realised and change in unrealized gain (loss) from investment and hedging activities | 328,694 | 0 | 806,942 | (61,046) |
Net increase (decrease) in net assets resulting from operations | $ (4,017) | $ (90,305) | $ 275,252 | $ (412,302) |
Basic earnings per share | ||||
Net increase (decrease) in net assets resulting from operations per share | $ 0 | $ (0.02) | $ 0.04 | $ (0.07) |
Weighted average shares outstanding | 8,528,007 | 5,836,832 | 6,737,152 | 5,836,832 |
Fully diluted earnings per share | ||||
Net increase (decrease) in net assets resulting from operations per share | $ 0 | $ 0 | $ 0.02 | $ 0 |
Weighted average shares outstanding | 0 | 0 | 17,142,683 | 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Equity Balance, Starting at Mar. 31, 2019 | $ 26,125 | $ 0 | $ 58,368 | $ 34,090,092 | $ (32,610,853) | $ 1,563,732 |
Shares Outstanding, Starting at Mar. 31, 2019 | 2,612,500 | 0 | 5,836,832 | |||
Net investment loss | $ 0 | $ 0 | $ 0 | 0 | (351,256) | (351,256) |
Net realized loss from investment | 0 | 0 | 0 | 0 | 0 | 0 |
Net change in unrealized loss from investment | 0 | 0 | 0 | 0 | (61,046) | (61,046) |
Net change in unrealized loss from hedging activities | 0 | 0 | 0 | 0 | 0 | 0 |
Dividends and distributions | 0 | $ 0 | 0 | 0 | 0 | 0 |
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 0 | $ 0 | 6,269 | 0 | 6,269 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | 0 | 0 | |||
Sale of Series B Preferred Stock, Value | $ 5,313 | $ 0 | 419,687 | 0 | 425,000 | |
Sale of Series B Preferred Stock, Shares | 0 | 531,250 | 0 | |||
Sale of Series A Preferred Stock, Value | $ 15,875 | 1,254,125 | 0 | 1,270,000 | ||
Sale of Series A Preferred Stock, Shares | 1,587,500 | 0 | 0 | |||
Shares Outstanding, Ending at Dec. 31, 2019 | 4,200,000 | 531,250 | 5,836,832 | |||
Equity Balance, Ending at Dec. 31, 2019 | $ 42,000 | $ 5,313 | $ 58,368 | 35,770,173 | (33,023,155) | 2,852,699 |
Equity Balance, Starting at Mar. 31, 2019 | $ 26,125 | $ 0 | $ 58,368 | 34,090,092 | (32,610,853) | 1,563,732 |
Shares Outstanding, Starting at Mar. 31, 2019 | 2,612,500 | 0 | 5,836,832 | |||
Shares Outstanding, Ending at Mar. 31, 2020 | 4,200,000 | 812,500 | 5,836,832 | |||
Equity Balance, Ending at Mar. 31, 2020 | $ 42,001 | $ 8,125 | $ 58,368 | 35,943,369 | (33,384,252) | 2,667,611 |
Equity Balance, Starting at Sep. 30, 2019 | $ 42,000 | $ 0 | $ 58,368 | 35,344,318 | (32,932,850) | 2,511,836 |
Shares Outstanding, Starting at Sep. 30, 2019 | 4,200,000 | 0 | 5,836,832 | |||
Net investment loss | $ 0 | $ 0 | $ 0 | 0 | (90,305) | (90,305) |
Net realized loss from investment | 0 | 0 | 0 | 0 | 0 | 0 |
Net change in unrealized loss from investment | 0 | 0 | 0 | 0 | 0 | 0 |
Net change in unrealized loss from hedging activities | 0 | 0 | 0 | 0 | 0 | 0 |
Dividends and distributions | 0 | 0 | 0 | 0 | 0 | 0 |
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 0 | $ 0 | $ 0 | 6,168 | 0 | 6,168 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | 0 | 0 | |||
Sale of Series B Preferred Stock, Value | $ 5,313 | $ 0 | 419,687 | 0 | 425,000 | |
Sale of Series B Preferred Stock, Shares | 0 | 531,250 | 0 | |||
Shares Outstanding, Ending at Dec. 31, 2019 | 4,200,000 | 531,250 | 5,836,832 | |||
Equity Balance, Ending at Dec. 31, 2019 | $ 42,000 | $ 5,313 | $ 58,368 | 35,770,173 | (33,023,155) | 2,852,699 |
Equity Balance, Starting at Mar. 31, 2020 | $ 42,001 | $ 8,125 | $ 58,368 | 35,943,369 | (33,384,252) | 2,667,611 |
Shares Outstanding, Starting at Mar. 31, 2020 | 4,200,000 | 812,500 | 5,836,832 | |||
Net investment loss | $ 0 | $ 0 | $ 0 | 0 | (531,690) | (531,690) |
Net realized loss from investment | 0 | 0 | 0 | 0 | 0 | 0 |
Net change in unrealized loss from investment | 0 | 0 | 0 | 0 | 806,942 | 806,942 |
Net change in unrealized loss from hedging activities | 0 | 0 | 0 | 0 | 0 | 0 |
Dividends and distributions | 0 | 0 | 0 | 0 | 0 | 0 |
Stock Issued During Period, Value, Stock Options Exercised | $ 0 | 0 | $ 39,650 | 1,526,579 | 0 | 1,566,229 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 3,965,000 | ||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 0 | $ 0 | $ 0 | 17,326 | 0 | 17,326 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | 0 | 0 | |||
Sale of Series B Preferred Stock, Value | $ 22,789 | $ 0 | 1,850,336 | 0 | 1,873,125 | |
Sale of Series B Preferred Stock, Shares | 0 | 2,278,906 | 0 | |||
Shares Outstanding, Ending at Dec. 31, 2020 | 4,200,000 | 3,091,406 | 9,801,832 | |||
Equity Balance, Ending at Dec. 31, 2020 | $ 42,001 | $ 30,914 | $ 98,018 | 39,337,610 | (33,109,000) | 6,399,543 |
Equity Balance, Starting at Sep. 30, 2020 | $ 42,001 | $ 23,375 | $ 58,368 | 37,211,970 | (33,104,983) | 4,230,731 |
Shares Outstanding, Starting at Sep. 30, 2020 | 4,200,000 | 2,337,500 | 5,836,832 | |||
Net investment loss | $ 0 | $ 0 | $ 0 | 0 | (332,711) | (332,711) |
Net realized loss from investment | 0 | 0 | 0 | 0 | 0 | 0 |
Net change in unrealized loss from investment | 0 | 0 | 0 | 0 | 328,694 | 328,694 |
Net change in unrealized loss from hedging activities | 0 | 0 | 0 | 0 | 0 | 0 |
Dividends and distributions | 0 | 0 | 0 | 0 | 0 | 0 |
Stock Issued During Period, Value, New Issues | $ 0 | $ 7,539 | $ 0 | 595,586 | 0 | 603,125 |
Stock Issued During Period, Shares, New Issues | 0 | 753,906 | 0 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 0 | $ 0 | $ 39,650 | 1,526,580 | 0 | 1,566,230 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 3,965,000 | ||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 0 | $ 0 | $ 0 | 3,474 | 0 | 3,474 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 0 | 0 | 0 | |||
Shares Outstanding, Ending at Dec. 31, 2020 | 4,200,000 | 3,091,406 | 9,801,832 | |||
Equity Balance, Ending at Dec. 31, 2020 | $ 42,001 | $ 30,914 | $ 98,018 | $ 39,337,610 | $ (33,109,000) | $ 6,399,543 |
Condensed Unaudited Statement_2
Condensed Unaudited Statements of Cash Flows - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net increase (decrease) in net assets resulting from operations | $ 275,252 | $ (412,302) |
from operations to net cash used in operating activities | ||
Net change in unrealised (gain) loss on investments | (806,942) | 61,046 |
Option compensation expense | 17,326 | 6,269 |
Changes in operating assets and liabilities | ||
Receivables | 500 | (5,000) |
Investments | (2,410,000) | (803,497) |
Accounts payable and accrued liabilities | 47,708 | 38,547 |
Net cash used in operating activities | (2,876,156) | (1,114,937) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Net cash provided used in investing activities | 0 | 0 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Sale of common stock from exercise of warrants and options | 1,566,229 | 0 |
Deferred fundraising expenses | (36,409) | (256,174) |
Proceeds from sales of Series A preferred stock | 0 | 1,270,000 |
Proceeds from sales of Series B preferred stock | 1,873,125 | 425,000 |
Receipt of SBA loan | 1,000 | 0 |
Advances from related party | 2,250 | 1,175 |
Net cash provided by financing activities | 3,406,195 | 1,440,001 |
Net increase in cash | 530,039 | 325,064 |
Cash, Beginning Balance | 33,756 | 93,634 |
Cash, Ending Balance | 563,795 | 418,698 |
Supplemental Cash Flow Information: | ||
Interest Paid | 0 | 0 |
Taxes Paid | $ 800 | $ 800 |
NOTE 1 - DESCRIPTION OF BUSINES
NOTE 1 - DESCRIPTION OF BUSINESS | 9 Months Ended |
Dec. 31, 2020 | |
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 B Twelve Inc. In August, 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc. In July 2019, the Company was re-incorporated as a Delaware company. The Company operates virtually, from public locations, or the homes of its officers and does not lease any office space. The Company was originally formed to acquire and develop proprietary drugs and had been looking at a number of strategies. In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have completed due diligence and committed to invest, and does not typically invest more than $250,000 in any single investment. Generally, the Companys investments represent less than 5% ownership interests, and the Company therefore has no effective control or influence over the management or commercial decisions of the companies in which it invests. The Company plans to generate revenue from realised gains from the sale of the businesses in which it has invested, or some or all of its shareholdings in those cases where portfolio companies go public. Generally, it is expected that investments will be realised from an exit within a period of four years following investment. Such sales are outside its control and depend on merger and acquisition (M&A) transactions or an IPO which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. At March 31, 2020, management determined that the Company was an investment company for purposes of ASC 946 disclosure, and committed to follow the specialized accounting and reporting guidance of contained therein. Other than making its initial investments in its portfolio companies, the Company does not provide any financial support to any of its investees. The Company has no regular employees, full-time or part-time. The chief executive officer of Kyto Technology and Life Science, Inc. is acting as a consultant to the Company and does not receive contractual compensation for his services in the form of cash. For the three months and nine months ended December 31, 2020 he was granted 0 and 215,000 stock options, respectively, and an ex-gratia bonus of $50,000. The Company has created a portfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments. Such sales are outside its control and depend on M&A transactions or IPOs which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. The Company currently has approximately $560,000 in the bank and is now actively marketing a $3 million Series B round with a target close date of March 31, 2021. The average monthly expenses for the nine months ended December 31, 2020 were approximately $59,000 per month so the company has sufficient cash to fund its operations through the close of its Series B round if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and ensure the success of the Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In the event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly. While there is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations. However, there is no assurance that the Company will be able to continue as a going concern, and stay at home orders, and general economic uncertainties arising out of the current Covid-19 epidemic create additional delay and uncertainty. To date there has been no disruption to the Companys business operations, although some of its portfolio investment companies report delays in their programs. At March 31, 2020, management determined that the Company was an investment company for purposes of ASC 946 disclosure, and committed to follow the specialized accounting and reporting guidance contained therein. Accordingly, a new company, Kyto Investments, Inc. (the KI) was incorporated in Delaware in December 2020 in preparation for a restructuring. The Company is an internally managed, closed-end investment company that has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act). Immediately upon effectiveness of this Registration Statement, the Company will merge with Kyto Technology and Life Science, Inc., a Delaware corporation (the Predecessor), and the Company will be the surviving entity. As of the completion of the merger, the Company will constitute a successor issuer of the Predecessor for the purposes of Rule 414 under the Securities Act and may continue the Predecessors current offering by filing post-effective amendments to the Predecessor Registration Statements. As a BDC, the Company is required to comply with certain regulatory requirements. See Operating and Regulatory Environment. The Company also intends to elect to be treated for U.S. federal income tax purposes as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). As a RIC, the Company is required to comply with additional regulatory requirements. See Taxation as a Regulated Investment Company. |
NOTE 2 - BASIS OF PRESENTATION
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (A) The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended December 31, 2020 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2020, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the SEC) on June 30, 2020. The companys financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments. The company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The company does not currently plan to elect to carry its liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities. (B) The Company derives revenue from the sale of investments. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will enable it to realize its investments, nor the ability to predict when they may happen, although as a guideline, it would typically 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. As an Investment Company, we recognize the net increase or decrease in fair market value of our investments as unrealized gain or loss from investments. The Company is in regular contact with the management of its portfolio investment companies to provide the basis for impairment reviews, revaluation assessments and forecasting future revenue and fund-raising needs. (C) 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 that includes the enactment date. (D) 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 the three and nine months ended December 31, 2020 and March 31, 2020 include the valuation of investments, stock options and warrants. (E) 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, 2020 and March 31, 2020, respectively. (F) The Company maintains its cash in bank checking and deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2020 the Company had approximately $214,000 of deposits in excess of federally insured limits (March 31, 2020 $0.). The Company has not experienced any losses in such accounts through December 31, 2020 and March 31, 2020, respectively. (G) Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees and consultants 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 granted 217,500 and 1,250,000 options to consultants and advisors during the three months ended December 31, 2020 and December 31, 2019, respectively. The Company granted 847,500 and 1,250,000 options to consultants and advisors during the nine months ended December 31, 2020 and December 31, 2019, respectively. (H) 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 preferred stock, stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. Number of shares used in calculating fully- diluted EPS Three months ended December 31, 2020 Nine months ended December 31, 2020 Three months ended December 31, 2019 Nine months ended December 31, 2019 Common Stock 8,528,007 5,836,832 5,836,832 5,836,832 Series A preferred stock 4,200,000 4,200,000 4,200,000 3,705,694 Series B preferred stock 2,789,954 1,933,912 192,708 25,694 Options 2,157,500 1,842,873 1,100,000 308,492 Warrants 1,596,667 3,329,067 4,200,000 3,705,694 Total 19,272,128 17,142,683 15,529,540 13,582,408 (I) The Company reviews the performance of the underlying investments including, management reports, press releases, web site announcements and progress reports, Carta equity updates, management interviews and, where accessible, financial reports, 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. The Company recognized impairment of one of its investments which was written down by $61,046 in September 2019. The Company has not experienced any impairment write-downs in any subsequent periods. 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability. The Company has established procedures to estimate the fair value of its investments which the companys board of directors has reviewed and approved. The company will use observable market data to estimate the fair value of investments to the extent that market data is available. In the absence of quoted market prices in active markets, or quoted market prices for similar assets or in markets that are not active, the company will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances, which incorporates the companys assumptions about the factors that a market participant would use to value the asset. For investments for which quoted market prices are not available, which will comprise most of our investment portfolio, fair value will be estimated by using the income or market approach or by ascertaining the most recent valuation of the portfolio company by reference to the basis of any recent financing transactions by that company. The income approach is based on the assumption that value is created by the expectation of future benefits discounted to a current value and the fair value estimate is the amount an investor would be willing to pay to receive those future benefits. The market approach compares recent comparable transactions to the investment. Adjustments are made for any dissimilarity between the comparable transactions and the investments. These valuation methodologies involve a significant degree of judgment on the part of our management and board. In determining the appropriate fair value of an investment using these approaches, the most significant information and assumption may include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investments ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, the principal market and enterprise values, environmental factors, among other factors. The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or nonoccurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed. The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows: 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. (J) In March 2020, the Company adopted Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments. In June 2016, the FASB issued ASU 2016-13 (as amended through November 2019), Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables and held-to-maturity debt securities, which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning in the first quarter of 2020. The guidance will be applied using the modified-retrospective approach. The adoption of this ASU did not have a material impact on the Companys consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within that fiscal year. Early adoption is permitted. The Company is in the process of evaluating the impacts of this guidance on its consolidated financial statements and related disclosures. 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 financial statements. (K) During the fourth quarter of the year ended March 31, 2020, the Company made a voluntary change in accounting principle by preparing the companys financial statements using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies (ASC Topic 946). The Company made this voluntary change in principle because it believes that the Company now met the characteristics and requirement of being an investment company under ASC 946, and the presentation under ASC 946 better reflects the business purpose and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change was reflected in the financial statements through retrospective application as follows: June 30, 2019 Prior to Effect of Change Change Adjusted Cash $ 325,308 $ - $ 325,308 Receivable 1,000 - 1,000 Investment - 1,821,545 1,821,545 Deferred fundraising expenses 124,013 - 124,013 Current assets 450,321 1,821,545 Investment 1,821,545 (1,821,545) - Total assets $ 2,271,866 $ - $ 2,271,866 There have been no further changes in the three or nine months ended December 31, 2020. (L) Certain amounts reported in prior years in the financial statements have been reclassified to conform to the current years presentation. These reclassifications had no impact on the previously reported net increase (decrease) in net assets resulting from operations. |
NOTE 3 - COMMITMENTS AND CONTIN
NOTE 3 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 3 - COMMITMENTS AND CONTINGENCIES | NOTE 3 COMMITMENTS AND CONTINGENCIES The Company has no commitments or contingencies. |
NOTE 4 - RELATED PARTY TRANSACT
NOTE 4 - RELATED PARTY TRANSACTIONS | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 RELATED PARTY TRANSACTIONS At December 31, 2020 and March 31, 2020, the Company had accrued and owed $8,000 and $5,750, respectively, to officers of the Company for service fees, telephone and car allowance. |
NOTE 5 - INVESTMENTS
NOTE 5 - INVESTMENTS | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 5 - INVESTMENTS | NOTE 5 INVESTMENTS The following table summarizes the Companys investment portfolio at December 31, 2020 and March 31, 2020. December 31, 2020 March 31, 2020 Number of portfolio companies 46 28 Fair value $ 5,882,442 $ 2,665,499 Cost $ 3,466,545 $ 2,726,545 % of portfolio at fair value Convertible notes 2,421,972 31% 1,578,002 59% Preferred stock 2,472,475 54% 651,497 24% Common stock 391,995 4% 73,500 3% SAFE 225,000 2% 126,500 5% Other ownership units 371,000 9% 236,000 9% Total $ 5,882,442 100% $ 2,665,499 100% Our investment portfolio represents approximately 91.9% of our net assets at December 31, 2020 and 99.9% at March 31, 2020. For convertible loans the valuation is increased to reflect accrued interest. For preferred stock investments or convertible loans that convert to preferred stock, the Company values their investment at the price paid by investors unless there has been a subsequent round, in which case the Company uses a valuation midway between the price of its preferred stock and the price paid by investors in the latest funding round. For common stock of publicly traded portfolio companies the Company uses closing price on the last day of the quarter. For other investments including common stock, SAFEs and units, the investments are carried at cost unless there are other available metrics, such as relevant market multiples and comparable company valuations, company specific-financial data including actual and projected results and, independent third party valuation estimates The following table presents fair value measurements of investments, by major class, as of December 31, 2020 and March 31, 2020, according to the fair value hierarchy: Description Level 1 Level 2 Level 3 Total December 31, 2020 Convertible notes - - $ 2.421.972 $ 2,421,972 Preferred stock - - 2,472,475 2,472,475 SAFEs - - 225,000 225,000 Common stock - - 391,995 391,995 Other ownership interests - - 371,000 371,000 Total $ - $ - $ 5,882,442 $ 5,882,442 Description Level 1 Level 2 Level 3 Total March 31, 2020 Convertible notes - - $ 1,528,002 $ 1,528,002 Preferred stock - - 701,497 701,497 SAFEs - - 73,500 73,500 Common stock - - 126,500 126,500 Other ownership interests - - 236,000 236,000 Total $ - $ - $ 2,665,499 $ 2,665,499 We focus on making our investments in the United States, Canada and Israel. The investments in Canada and Israel were denominated and can be settled in USD. As of March 31, 2020 America Canada Rest of World Total Fair value beginning of year $ 2,170,499 $ 245,000 $ 250,000 $ 2,665,499 New investments 1,935,000 425,000 50,000 2,410,000 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments 656,188 129,374 21,381 806,943 Fair value December 31, 2020 $ 4,761,687 $ 799,374 $ 321,381 $ 5,882,442 As of March 31, 2019 America Canada Rest of World Total Fair value beginning of year $ 1,448,048 $ 50,000 $ - $ 1,498,048 New investments 783,497 195,000 250,000 1,228,497 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments (61,046) - - (61,046) Fair value March 31, 2020 $ 2,170,499 $ 245,000 $ 250,000 $ 2,665,499 Working on the experience of our technical advisors, we limit our investments to fintech, technology, and life sciences. As of March 31, 2020 Fintech Technology Life science Total Fair value beginning of year $ 101,500 $ 685,002 $ 1,878,997 $ 2,665,499 New investments - 325,000 2,085,000 2,410,000 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments 24,530 74,158 708,255 806,943 Fair value December 31, 2020 $ 126,030 $ 1,084,160 $ 4,672,252 $ 5,882,442 As of March 31, 2019 Fintech Technology Life science Total Fair value beginning of year $ 101,500 $ 262,548 $ 1,134,000 $ 1,498,048 New investments 483,500 744,997 1,228,497 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments - (61,046) - (61,046) Fair value March 31, 2020 $ 101,500 $ 685,002 $ 1,878,997 $ 2,665,499 We invest in early stage private companies developing products or solutions in the fields of fintech, technology and life sciences. Typically we are investing in interest bearing notes that may be convertible into equity securities upon the completion of qualified subsequent financings, preferred stock, SAFEs or other forms of ownership. Generally, these notes are subject to conversion upon completion of either a pre-agreed period, typically 2 to 3 years, or the closing of a qualified round of financing at a discount to the price of that round. In the absence of such subsequent round of financing, a portfolio company may extend the conversion period from time to time. In such circumstances management carefully reviews the underlying facts to evaluate any potential impairment issues. At the date of this report, management is not aware of any impairment issues relating to portfolio companies whether notes are extended or overdue, or for any other reasons. As of March 31, 2020 Convertible notes Preferred stock SAFEs Common stock Other ownership interests Total Fair value beginning of year $ 1,528,002 $ 701,497 $ 73,500 $ 126,500 $ 236,000 $ 2,665,499 Conversions to preferred stock (597,984) 678,313 (80,329) - - - New investments 935,000 1,025,000 150,000 200,000 100,000 2,410,000 Proceeds from sale of investments - - - - - - Realized gains - - - - - - Change in value of investments 556,954 67,665 81,829 65,495 35,000 806,943 Fair value December 31, 2020 $ 2,421,972 $ 2,472,475 $ 225,000 $ 391,995 $ 371,000 $ 5,882,442 As of March 31, 2019 Convertible notes Preferred stock SAFEs Common stock Other ownership interests Total Fair value beginning of year $ 764,048 $ 401,500 $ - $ 126,500 $ 206,000 $ 1,498,048 New investments 825,000 299,997 73,500 - 30,000 1,228,497 Proceeds from sale of investments - - - - - - Realized gains - - - - - - Change in value of investments (61,046) - - - - (61,046) Fair value March 31, 2020 $ 1,528,002 $ 701,497 $ 73,500 $ 126,500 $ 236,000 $ 2,665,499 |
NOTE 6 - EQUITY
NOTE 6 - EQUITY | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 6 - EQUITY | NOTE 6 EQUITY (A) Series A As of December 31, 2020 and March 31, 2020, there are 4,200,000 shares of Series A preferred stock (Series A) designated at a par value of $.01 per share. These shares were sold as investment Units at $0.80 per Unit in a private placement to accredited investors. The Units consist of one Series A share and one warrant per Unit. The Series A can either be converted at the option of the holder into Common Shares at a conversion price of $0.80 per share or it shall be converted upon listing of the Company on Nasdaq, NYSE or OTC markets or can 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 (2x) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference currently $1.60 per share). The shares of Series A shall be non-voting. As of December 31, 2020 and March 31, 2020, there are 4,200,000 shares of Series A outstanding. Series B As of December 31, 2020 and March 31, 2020, there are, 6,000,000 shares of Series B preferred stock (Series B) designated at a par value of $.01 per share. These shares were sold in a private placement to accredited investors. The Series B can either be converted at the option of the holder into Common Shares at a conversion price of $0.80 per share or it shall be converted upon listing of the Company on Nasdaq, NYSE or OTC markets or the closing of one or more of a series financings resulting in aggregate proceeds of $10,000,000. In the event the Company issues additional securities at a purchase price less than the conversion price or 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 Series A and Common Shares, a per share amount equal to the greater of i) one time (1x) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference currently $0.80 per share) or ii) such amount per share as would have been payable had all shares of Series B been converted into common stock immediately prior to such liquidating event. The shares of Series B shall be voting on an as-converted basis with the common stock. As of December 31, 2020 and March 31, 2020, there are, respectively, 3,091,406 and 812,500 shares of Series B outstanding. The Company sold 753,906 shares of Series B preferred for $603,125 during the three months ended December 31, 2020 and2,278,906 shares of Series B preferred for $1,873,125 during the nine months ended December 31, 2020. (B) The Company has authorized 40,000,000 shares of common stock at a par value of $0.01 per share. During the three months and nine months ended December 31, 2020, the Company sold 3,965,000 shares of common stock for proceeds $1,566,229 in response to the exercise of warrant and stock options. As of December 31, 2020, and March 31, 2020 respectively, a total of 9,801,832 and 9,801,832 shares of the Companys common stock were issued and outstanding. (C) 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 July 2019, the majority of the shareholders of the Company approved the introduction of the Kyto Technology and Life Science 2019 Stock Option and Incentive Plan (Plan), and reserved 2 million shares for issuance to directors, officers, consultants and advisors. During the nine months ended December 31, 2020 and 2019, the Company issued a total of 847,500 and 1,250,000 non-qualified stock options to consultants and advisors vesting over terms of up to two years. On December 16, 2020, the Board approved the Kyto Technology and Life Science, Inc. 2020 Non-Qualified Stock Option Plan (the Plan Options Number of Options granted Weighted average exercise price Weighted average remaining life years Outstanding March 31, 2019 - - - Granted 1,370,000 0.033 2.00 Exercised - - - Cancelled - - - Outstanding March 31, 2020 1,370,000 0.033 1.40 Granted 847,500 0.047 2.00 Exercised (60,000) 0.078 - Cancelled - - - Outstanding December 31, 2020 2,157,500 0.032 1.39 Exercisable March 31, 2020 619,863 0.035 1.40 Exercisable December 31, 2020 1,410,226 0.032 1.53 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. December 31, 2020 Stock Price at grant date $0.033 - $ 0.078 Exercise Price $0.033 - $ 0.078 Term in Years 1.0 - 2.32 Volatility assumed 71% - 196% Annual dividend rate 0.0% Risk free discount rate .12% - 2.0% The compensation expense calculated at time of grant is amortised over the vesting period for the options granted. During the three months and nine months ended December 31, 2020 and 2019, the Company amortised $3,474 and $6,168, and $17,326 and $6,269 respectively, as option expense. The intrinsic value of outstanding options at December 31, 2020 was $70,300, and $18,593 of the option expense upon grant remained unamortized at December 31, 2020. (D) In conjunction with the sale of Series A preferred stock Units, the Company issued 4,200,000 warrants to purchase common stock at a price of $1.20 per share for a period of three years. The Company values the warrants using the Black Scholes model, with appropriate assumptions for warrant life, stock value, risk free interest rate, and volatility. On October 1, 2020 the Company filed a Tender Offering registration statement (TO) with the SEC accelerating the term of the Series A warrants, increasing the number of common shares that could be exercised by 50% and discounting the price from $1.20 to $0.60 per warrant with the intention of providing an inducement (Inducement) for warrant holders to early exercise. As a result of this inducement, the Company received $1,562,000 as a result of the exercise of these warrants and the related purchase of 3,905,000 shares of common stock. The exercised price prior and post Inducement both offer greater than the fair market stock price of $0.07 per share. As the warrants were out of money, the fair value of the modification of the original warrants (the reduction in exercise price) and the fair value of the post-modification warrants are both immaterial, there is no gain or loss from re-pricing, and no expense needs to be recognized from this Inducement. Number of warrants Weighted average exercise price Weighted average remaining life in years Outstanding March 31, 2019 2,612,500 $1.20 2.4 Granted 1,587,500 1.20 3.0 Exercised - - - Cancelled - - - Outstanding March 31, 2020 4,200,000 1.20 2.9 Granted - - - Exercised (2,603,333) 0.60 - Cancelled - - - Outstanding December 31, 2020 1,596,667 $1.20 2.2 Exercisable March 31, 2020 4,200,000 $1.20 Exercisable December 31, 2020 1,596,667 $1.20 At December 31, 2020 the value of the warrants was $0 as the Company did not bifurcate the value of Series A and warrants within the Units sold. The weighted average remaining life of the warrants at December 31, 2020 was 2.0 years. The intrinsic value of outstanding warrants at December 31, 2020 was $0. |
NOTE 7 - FINANCIAL HIGHLIGHTS
NOTE 7 - FINANCIAL HIGHLIGHTS | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 7 - FINANCIAL HIGHLIGHTS | NOTE 7 FINANCIAL HIGHLIGHTS Three months ended Nine months ended December 31, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Net asset value per basic share (a) $0.75 $0.49 $0.95 $0.49 Net asset value per fully-diluted share (a) ( a ) ( a ) $0.37 ( a ) Net gain (loss) per basic share (a) ($0.00) ($0.02) $0.04 ($0.07) Net gain (loss) per fully-diluted share (a) ( a ) ( a ) $0.02 ( a ) Net realized and unrealized gain (loss) on investments per primary share (a) $0.04 $0.00 $0.12 ($0.01) Net realized and unrealized gain (loss) on investments per fully-diluted share (a) ( a ) ( a ) $0.05 ( a ) Ratios and Supplemental Data Net assets, end of period $ 6,399,543 $ 2,852,699 $ 6,399,543 $ 2,852,699 Basic shares outstanding, during the period 8,528,007 5,836,832 6,737,152 5,836,832 Fully-diluted shares outstanding, during the period ( a ) ( a ) 17,142,683 ( a ) Total operating expenses/net assets 5.20% 3.56% 8.32% 13.25% Net income ( loss)/net assets -0.06% -3.24% 4.30% -14.80% Interest expense - - - - (a) Per Share Data is based on weighted average number of shares outstanding for the period. Earnings per share is not provided where the results would be anti-dilutive. |
NOTE 8 - SUBSEQUENT EVENTS
NOTE 8 - SUBSEQUENT EVENTS | 9 Months Ended |
Dec. 31, 2020 | |
Notes | |
NOTE 8 - SUBSEQUENT EVENTS | NOTE 8 SUBSEQUENT EVENTS Subsequent to December 31, 2020, the Company has received $325,000 from the sale of Series B shares, and invested $300,000 in 4 additional investments. On January 8, 2021, Georges Benarroch resigned as Chairperson of the Board of Directors (the Board Company On January 8, 2021, the Board voted to increase the size of the Board from two members to five members, creating a total of three vacancies, and appointed Jon S. Saxe, Peter D. Staple and Mike Baghramian (together, the New Directors The Board also voted to form a compensation committee (the Compensation Committee Nomination Committee Audit Committee Investment Committee On January 8, 2021, in connection with the appointment of the New Directors, the Board voted to grant 120,000 Options to Jon Saxe, 105,000 Options to Peter Staple and 90,000 Options to Mike Baghramian. There are no arrangements or understandings between any of the New Directors and any other persons pursuant to which a New Director was selected as a director. There are no transactions involving the Company and any of the New Directors that would be reportable under Item 404(a) of Regulation S-K. On February 1, 2021, the Board of Directors (the Board Company Employment Agreement Pursuant to the Employment Agreement, Paul Russo will receive a base salary of $400,000 per year, 40% of which will be deferred until the Companys common stock begins trading on the NASDAQ stock market. Paul Russo is entitled to an annual discretionary performance bonus targeted at 50% of his base salary at the discretion of the Board. Paul Russo will also receive a grant of options to purchase 800,000 shares of the Companys common stock. The Company has the right to terminate Paul Russos employment at any time. In the event of termination without cause, Paul Russo is entitled to receive six months of his annual base salary and the cost of six months of his life insurance policy. |
NOTE 2 - BASIS OF PRESENTATIO_2
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
BASIS OF PRESENTATION | (A) The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these unaudited condensed financial statements do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments (consisting only of normal recurring adjustments), which the Company considers necessary, for a fair presentation of those financial statements. The results of operations and cash flows for the three and nine months ended December 31, 2020 may not necessarily be indicative of results that may be expected for any succeeding quarter or for the entire fiscal year. The information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2020, included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the SEC) on June 30, 2020. The companys financial statements are prepared using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments. The company carries its liabilities at amounts payable, net of unamortized premiums or discounts. The company does not currently plan to elect to carry its liabilities at fair value. Net assets are calculated as the carrying amounts of assets, including the fair value of investments, less the carrying amounts of its liabilities. |
NOTE 2 - BASIS OF PRESENTATIO_3
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: REVENUE RECOGNITION (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
REVENUE RECOGNITION | (B) The Company derives revenue from the sale of investments. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will enable it to realize its investments, nor the ability to predict when they may happen, although as a guideline, it would typically 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. As an Investment Company, we recognize the net increase or decrease in fair market value of our investments as unrealized gain or loss from investments. The Company is in regular contact with the management of its portfolio investment companies to provide the basis for impairment reviews, revaluation assessments and forecasting future revenue and fund-raising needs. |
NOTE 2 - BASIS OF PRESENTATIO_4
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: INCOME TAXES (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
INCOME TAXES | (C) 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 that includes the enactment date. |
NOTE 2 - BASIS OF PRESENTATIO_5
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: USE OF ESTIMATES (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
USE OF ESTIMATES | (D) 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 the three and nine months ended December 31, 2020 and March 31, 2020 include the valuation of investments, stock options and warrants. |
NOTE 2 - BASIS OF PRESENTATIO_6
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
CASH AND CASH EQUIVALENTS | (E) 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, 2020 and March 31, 2020, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_7
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CONCENTRATIONS (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
CONCENTRATIONS | (F) The Company maintains its cash in bank checking and deposit accounts, which, at times, may exceed federally insured limits. As of December 31, 2020 the Company had approximately $214,000 of deposits in excess of federally insured limits (March 31, 2020 $0.). The Company has not experienced any losses in such accounts through December 31, 2020 and March 31, 2020, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_8
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: STOCK-BASED COMPENSATION (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
STOCK-BASED COMPENSATION | (G) Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation requires generally that all equity awards granted to employees and consultants 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 granted 217,500 and 1,250,000 options to consultants and advisors during the three months ended December 31, 2020 and December 31, 2019, respectively. The Company granted 847,500 and 1,250,000 options to consultants and advisors during the nine months ended December 31, 2020 and December 31, 2019, respectively. |
NOTE 2 - BASIS OF PRESENTATIO_9
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: NET LOSS PER COMMON SHARE (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
NET LOSS PER COMMON SHARE | (H) 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 preferred stock, stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. Number of shares used in calculating fully- diluted EPS Three months ended December 31, 2020 Nine months ended December 31, 2020 Three months ended December 31, 2019 Nine months ended December 31, 2019 Common Stock 8,528,007 5,836,832 5,836,832 5,836,832 Series A preferred stock 4,200,000 4,200,000 4,200,000 3,705,694 Series B preferred stock 2,789,954 1,933,912 192,708 25,694 Options 2,157,500 1,842,873 1,100,000 308,492 Warrants 1,596,667 3,329,067 4,200,000 3,705,694 Total 19,272,128 17,142,683 15,529,540 13,582,408 |
NOTE 2 - BASIS OF PRESENTATI_10
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: INVESTMENT AND VALUATION OF INVESTMENT AT FAIR VALUE (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
INVESTMENT AND VALUATION OF INVESTMENT AT FAIR VALUE | (I) The Company reviews the performance of the underlying investments including, management reports, press releases, web site announcements and progress reports, Carta equity updates, management interviews and, where accessible, financial reports, 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. The Company recognized impairment of one of its investments which was written down by $61,046 in September 2019. The Company has not experienced any impairment write-downs in any subsequent periods. 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. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is an exchange price notion under which fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability. The Company has established procedures to estimate the fair value of its investments which the companys board of directors has reviewed and approved. The company will use observable market data to estimate the fair value of investments to the extent that market data is available. In the absence of quoted market prices in active markets, or quoted market prices for similar assets or in markets that are not active, the company will use the valuation methodologies described below with unobservable data based on the best available information in the circumstances, which incorporates the companys assumptions about the factors that a market participant would use to value the asset. For investments for which quoted market prices are not available, which will comprise most of our investment portfolio, fair value will be estimated by using the income or market approach or by ascertaining the most recent valuation of the portfolio company by reference to the basis of any recent financing transactions by that company. The income approach is based on the assumption that value is created by the expectation of future benefits discounted to a current value and the fair value estimate is the amount an investor would be willing to pay to receive those future benefits. The market approach compares recent comparable transactions to the investment. Adjustments are made for any dissimilarity between the comparable transactions and the investments. These valuation methodologies involve a significant degree of judgment on the part of our management and board. In determining the appropriate fair value of an investment using these approaches, the most significant information and assumption may include, as applicable: available current market data, including relevant and applicable comparable market transactions, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the investments ability to make payments, its earnings and discounted cash flows, the markets in which the project does business, comparisons of financial ratios of peer companies that are public, merger and acquisition comparables, the principal market and enterprise values, environmental factors, among other factors. The estimated fair values will not necessarily represent the amounts that may be ultimately realized due to the occurrence or nonoccurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of the valuation of the investments, the estimate of fair values may differ significantly from the value that would have been used had a broader market for the investments existed. The authoritative accounting guidance prioritizes the use of market-based inputs over entity-specific inputs and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation. The three levels of valuation hierarchy are defined as follows: 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 2 - BASIS OF PRESENTATI_11
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS | (J) In March 2020, the Company adopted Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies (ASC Topic 946). In accordance with this specialized accounting guidance, the company recognizes and carries all of its investments at fair value with changes in fair value recognized in earnings. Additionally, the company will not apply consolidation or equity method of accounting to its investments. In June 2016, the FASB issued ASU 2016-13 (as amended through November 2019), Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables and held-to-maturity debt securities, which will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands disclosure requirements. ASU 2016-13 is effective for the Company beginning in the first quarter of 2020. The guidance will be applied using the modified-retrospective approach. The adoption of this ASU did not have a material impact on the Companys consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes under ASC 740, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. This guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within that fiscal year. Early adoption is permitted. The Company is in the process of evaluating the impacts of this guidance on its consolidated financial statements and related disclosures. 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 financial statements. |
NOTE 2 - BASIS OF PRESENTATI_12
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: VOLUNTARY CHANGE IN ACCOUNTING PRINCIPLE (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
VOLUNTARY CHANGE IN ACCOUNTING PRINCIPLE | (K) During the fourth quarter of the year ended March 31, 2020, the Company made a voluntary change in accounting principle by preparing the companys financial statements using the specialized accounting principles of Accounting Standards Codification Topic 946, Financial ServicesInvestment Companies (ASC Topic 946). The Company made this voluntary change in principle because it believes that the Company now met the characteristics and requirement of being an investment company under ASC 946, and the presentation under ASC 946 better reflects the business purpose and enhances the comparability of its financial statements with many of its industry peers. In accordance with U.S. GAAP, the change was reflected in the financial statements through retrospective application as follows: June 30, 2019 Prior to Effect of Change Change Adjusted Cash $ 325,308 $ - $ 325,308 Receivable 1,000 - 1,000 Investment - 1,821,545 1,821,545 Deferred fundraising expenses 124,013 - 124,013 Current assets 450,321 1,821,545 Investment 1,821,545 (1,821,545) - Total assets $ 2,271,866 $ - $ 2,271,866 There have been no further changes in the three or nine months ended December 31, 2020. |
NOTE 2 - BASIS OF PRESENTATI_13
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: (L) RECLASSIFICATION POLICY (Policies) | 9 Months Ended |
Dec. 31, 2020 | |
Policies | |
(L) RECLASSIFICATION POLICY | (L) Certain amounts reported in prior years in the financial statements have been reclassified to conform to the current years presentation. These reclassifications had no impact on the previously reported net increase (decrease) in net assets resulting from operations. |
NOTE 2 - BASIS OF PRESENTATI_14
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: NET LOSS PER COMMON SHARE: Schedule of Number of shares used in calculation of diluted EPS (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Number of shares used in calculation of diluted EPS | Number of shares used in calculating fully- diluted EPS Three months ended December 31, 2020 Nine months ended December 31, 2020 Three months ended December 31, 2019 Nine months ended December 31, 2019 Common Stock 8,528,007 5,836,832 5,836,832 5,836,832 Series A preferred stock 4,200,000 4,200,000 4,200,000 3,705,694 Series B preferred stock 2,789,954 1,933,912 192,708 25,694 Options 2,157,500 1,842,873 1,100,000 308,492 Warrants 1,596,667 3,329,067 4,200,000 3,705,694 Total 19,272,128 17,142,683 15,529,540 13,582,408 |
NOTE 2 - BASIS OF PRESENTATI_15
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: VOLUNTARY CHANGE IN ACCOUNTING PRINCIPLE: Schedule of Accounting Changes (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Accounting Changes | June 30, 2019 Prior to Effect of Change Change Adjusted Cash $ 325,308 $ - $ 325,308 Receivable 1,000 - 1,000 Investment - 1,821,545 1,821,545 Deferred fundraising expenses 124,013 - 124,013 Current assets 450,321 1,821,545 Investment 1,821,545 (1,821,545) - Total assets $ 2,271,866 $ - $ 2,271,866 |
NOTE 5 - INVESTMENTS_ Investmen
NOTE 5 - INVESTMENTS: Investment Portfolio (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Investment Portfolio | December 31, 2020 March 31, 2020 Number of portfolio companies 46 28 Fair value $ 5,882,442 $ 2,665,499 Cost $ 3,466,545 $ 2,726,545 % of portfolio at fair value Convertible notes 2,421,972 31% 1,578,002 59% Preferred stock 2,472,475 54% 651,497 24% Common stock 391,995 4% 73,500 3% SAFE 225,000 2% 126,500 5% Other ownership units 371,000 9% 236,000 9% Total $ 5,882,442 100% $ 2,665,499 100% |
NOTE 5 - INVESTMENTS_ Schedule
NOTE 5 - INVESTMENTS: Schedule of Fair value measurements of investments, by major class (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Fair value measurements of investments, by major class | Description Level 1 Level 2 Level 3 Total December 31, 2020 Convertible notes - - $ 2.421.972 $ 2,421,972 Preferred stock - - 2,472,475 2,472,475 SAFEs - - 225,000 225,000 Common stock - - 391,995 391,995 Other ownership interests - - 371,000 371,000 Total $ - $ - $ 5,882,442 $ 5,882,442 Description Level 1 Level 2 Level 3 Total March 31, 2020 Convertible notes - - $ 1,528,002 $ 1,528,002 Preferred stock - - 701,497 701,497 SAFEs - - 73,500 73,500 Common stock - - 126,500 126,500 Other ownership interests - - 236,000 236,000 Total $ - $ - $ 2,665,499 $ 2,665,499 |
NOTE 5 - INVESTMENTS_ Investm_2
NOTE 5 - INVESTMENTS: Investments in the United States, Canada and Israel (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Investments in the United States, Canada and Israel | As of March 31, 2020 America Canada Rest of World Total Fair value beginning of year $ 2,170,499 $ 245,000 $ 250,000 $ 2,665,499 New investments 1,935,000 425,000 50,000 2,410,000 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments 656,188 129,374 21,381 806,943 Fair value December 31, 2020 $ 4,761,687 $ 799,374 $ 321,381 $ 5,882,442 As of March 31, 2019 America Canada Rest of World Total Fair value beginning of year $ 1,448,048 $ 50,000 $ - $ 1,498,048 New investments 783,497 195,000 250,000 1,228,497 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments (61,046) - - (61,046) Fair value March 31, 2020 $ 2,170,499 $ 245,000 $ 250,000 $ 2,665,499 |
NOTE 5 - INVESTMENTS_ Investm_3
NOTE 5 - INVESTMENTS: Investments in Fintech, technology and life sciences (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Investments in Fintech, technology and life sciences | As of March 31, 2020 Fintech Technology Life science Total Fair value beginning of year $ 101,500 $ 685,002 $ 1,878,997 $ 2,665,499 New investments - 325,000 2,085,000 2,410,000 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments 24,530 74,158 708,255 806,943 Fair value December 31, 2020 $ 126,030 $ 1,084,160 $ 4,672,252 $ 5,882,442 As of March 31, 2019 Fintech Technology Life science Total Fair value beginning of year $ 101,500 $ 262,548 $ 1,134,000 $ 1,498,048 New investments 483,500 744,997 1,228,497 Proceeds from sale of investments - - - - Realized gains - - - - Change in value of investments - (61,046) - (61,046) Fair value March 31, 2020 $ 101,500 $ 685,002 $ 1,878,997 $ 2,665,499 |
NOTE 5 - INVESTMENTS_ Investm_4
NOTE 5 - INVESTMENTS: Investments in interest bearing notes (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Investments in interest bearing notes | As of March 31, 2020 Convertible notes Preferred stock SAFEs Common stock Other ownership interests Total Fair value beginning of year $ 1,528,002 $ 701,497 $ 73,500 $ 126,500 $ 236,000 $ 2,665,499 Conversions to preferred stock (597,984) 678,313 (80,329) - - - New investments 935,000 1,025,000 150,000 200,000 100,000 2,410,000 Proceeds from sale of investments - - - - - - Realized gains - - - - - - Change in value of investments 556,954 67,665 81,829 65,495 35,000 806,943 Fair value December 31, 2020 $ 2,421,972 $ 2,472,475 $ 225,000 $ 391,995 $ 371,000 $ 5,882,442 As of March 31, 2019 Convertible notes Preferred stock SAFEs Common stock Other ownership interests Total Fair value beginning of year $ 764,048 $ 401,500 $ - $ 126,500 $ 206,000 $ 1,498,048 New investments 825,000 299,997 73,500 - 30,000 1,228,497 Proceeds from sale of investments - - - - - - Realized gains - - - - - - Change in value of investments (61,046) - - - - (61,046) Fair value March 31, 2020 $ 1,528,002 $ 701,497 $ 73,500 $ 126,500 $ 236,000 $ 2,665,499 |
NOTE 6 - EQUITY_ Schedule of St
NOTE 6 - EQUITY: Schedule of Stock Options (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Stock Options | Number of Options granted Weighted average exercise price Weighted average remaining life years Outstanding March 31, 2019 - - - Granted 1,370,000 0.033 2.00 Exercised - - - Cancelled - - - Outstanding March 31, 2020 1,370,000 0.033 1.40 Granted 847,500 0.047 2.00 Exercised (60,000) 0.078 - Cancelled - - - Outstanding December 31, 2020 2,157,500 0.032 1.39 Exercisable March 31, 2020 619,863 0.035 1.40 Exercisable December 31, 2020 1,410,226 0.032 1.53 |
NOTE 6 - EQUITY_ Schedule of Fa
NOTE 6 - EQUITY: Schedule of Fair Value Asumptions, Options (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Fair Value Asumptions, Options | December 31, 2020 Stock Price at grant date $0.033 - $ 0.078 Exercise Price $0.033 - $ 0.078 Term in Years 1.0 - 2.32 Volatility assumed 71% - 196% Annual dividend rate 0.0% Risk free discount rate .12% - 2.0% |
NOTE 6 - EQUITY_ Schedule of Wa
NOTE 6 - EQUITY: Schedule of Warrants (Tables) | 9 Months Ended |
Dec. 31, 2020 | |
Tables/Schedules | |
Schedule of Warrants | Number of warrants Weighted average exercise price Weighted average remaining life in years Outstanding March 31, 2019 2,612,500 $1.20 2.4 Granted 1,587,500 1.20 3.0 Exercised - - - Cancelled - - - Outstanding March 31, 2020 4,200,000 1.20 2.9 Granted - - - Exercised (2,603,333) 0.60 - Cancelled - - - Outstanding December 31, 2020 1,596,667 $1.20 2.2 Exercisable March 31, 2020 4,200,000 $1.20 Exercisable December 31, 2020 1,596,667 $1.20 |
NOTE 1 - DESCRIPTION OF BUSIN_2
NOTE 1 - DESCRIPTION OF BUSINESS (Details) | 9 Months Ended |
Dec. 31, 2020 | |
Entity Incorporation, Date of Incorporation | Mar. 5, 1999 |
Entity Information, Former Legal or Registered Name | Kyto BioPharma Inc. |
Entity Incorporation, State or Country Code | DE |
Previous Name | |
Entity Information, Former Legal or Registered Name | B Twelve, Inc. |
NOTE 2 - BASIS OF PRESENTATI_16
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: CASH AND CASH EQUIVALENTS (Details) | Dec. 31, 2020USD ($) |
Details | |
Cash and Cash Equivalents, at Carrying Value | $ 0 |
NOTE 2 - BASIS OF PRESENTATI_17
NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: NET LOSS PER COMMON SHARE: Schedule of Number of shares used in calculation of diluted EPS (Details) | 3 Months Ended |
Dec. 31, 2020shares | |
Details | |
Common stock | 8,528,007 |
Series A preferred stock | 4,200,000 |
Series B preferred stock | 2,789,954 |
Stock option | 2,157,500 |
Warrant | 1,596,667 |
Total | 19,272,128 |
NOTE 6 - EQUITY (Details)
NOTE 6 - EQUITY (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Mar. 31, 2020 | |
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common Stock, Shares, Issued | 9,801,832 | 9,801,832 | 9,801,832 | ||
Common Stock, Shares, Outstanding | 9,801,832 | 9,801,832 | 9,801,832 | ||
Fair Value Measurements, Valuation Techniques | Black Scholes model | ||||
Option expense amortized | $ 3,474 | $ 17,326 | $ 6,168 | $ 6,269 | |
Series A Preferred Stock | |||||
Preferred Stock, Shares Authorized | 4,200,000 | 4,200,000 | 4,200,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | ||
Series B Preferred Stock | |||||
Preferred Stock, Shares Authorized | 6,000,000 | 6,000,000 | 6,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
NOTE 6 - EQUITY_ Schedule of _2
NOTE 6 - EQUITY: Schedule of Stock Options (Details) - Stock Options - $ / shares | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 1,370,000 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.033 | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 4 months 20 days | 1 year 4 months 24 days | 0 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 847,500 | 1,370,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.047 | $ 0.033 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 60,000 | 0 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.078 | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | 0 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | $ 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 2,157,500 | 1,370,000 | 0 | 2,157,500 | 1,370,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 0.032 | $ 0.033 | $ 0 | $ 0.032 | $ 0.033 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (60,000) | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 619,863 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.035 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 1 year 6 months 11 days | 1 year 4 months 24 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 1,410,226 | 619,863 | 1,410,226 | 619,863 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.032 | $ 0.035 | $ 0.032 | $ 0.035 |
NOTE 6 - EQUITY_ Schedule of _3
NOTE 6 - EQUITY: Schedule of Fair Value Asumptions, Options (Details) - Stock Options | 9 Months Ended |
Dec. 31, 2020$ / shares | |
Term in Years | 2 years 3 months 25 days |
Volatility assumed | 71.00% |
Annual dividend rate | 0.00% |
Risk free discount rate | 0.12% |
Minimum | |
Stock Price at grant date | $ 0.033 |
Exercise Price | 0.033 |
Maximum | |
Stock Price at grant date | 0.078 |
Exercise Price | $ 0.078 |
NOTE 6 - EQUITY_ Schedule of _4
NOTE 6 - EQUITY: Schedule of Warrants (Details) - Warrants - $ / shares | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 4,200,000 | 2,612,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 1.20 | $ 1.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 10 months 24 days | 2 years 4 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 1,587,500 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | $ 1.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,603,333 | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.60 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 0 | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0 | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 4,200,000 | 2,612,500 | 1,596,667 | 4,200,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ 1.20 | $ 1.20 | $ 1.20 | $ 1.20 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (2,603,333) | 0 |
NOTE 8 - SUBSEQUENT EVENTS (Det
NOTE 8 - SUBSEQUENT EVENTS (Details) | 9 Months Ended |
Dec. 31, 2020 | |
Event 1 | |
Subsequent Event, Description | Company has received $325,000 from the sale of Series B shares |
Event 2 | |
Subsequent Event, Description | Georges Benarroch resigned as Chairperson of the Board of Directors |
Subsequent Event, Date | Jan. 8, 2021 |
Event 3 | |
Subsequent Event, Description | Board voted to increase the size of the Board from two members to five members |
Event 4 | |
Subsequent Event, Description | Board also voted to form a compensation committee |
Event 5 | |
Subsequent Event, Description | Board voted to grant 120,000 Options to Jon Saxe, 105,000 Options to Peter Staple and 90,000 Options to Mike Baghramian |
Subsequent Event, Date | Jan. 8, 2021 |
Event #6 | |
Subsequent Event, Description | Board of Directors (the “Board”) of Kyto Technology and Life Science, Inc. (the “Company”) approved the Employment Agreement between the Company and Paul Russo, the chief executive officer of the Company |
Subsequent Event, Date | Feb. 1, 2021 |