UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to _____________
Commission file number _______________________________
KYTO BIOPHARMA, INC.
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(Exact name of small business issuer as specified in its charter)
FLORIDA 65-1086538
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(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
41A Avenue Road, Toronto, Ontario, M5R 2G3, Canada
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(Address of principal executive offices)
(416) 955-0159
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(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No[ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,532,816 Common Shares - $0.0001 Par
Value - as of June 30, 2004.
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet as of June 30, 2004 3
Consolidated Statements of Operations for the three months
ended June 30, 2004 and 2003 4
Consolidated Statements of Cash Flows for the three months
ended June 30, 2004 and 2003 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Controls and Procedures 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 11
2
PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
ASSETS
CURRENT ASSETS
Cash $ 3,391
Other receivables 5,831
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TOTAL CURRENT ASSETS 9,222
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EQUIPMENT, NET 1,278
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TOTAL ASSETS $ 10,500
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 139,091
Accounts payable - related party 7,575
Accrued liabilities 20,000
Accrued interest payable, related party 8,025
Loans payable - related parties 164,186
-----------
TOTAL CURRENT LIABILITIES 338,877
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LONG TERM LIABILITIES
Note Payable, related party 100,000
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TOTAL LIABILITIES 438,877
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REDEEMABLE COMMON STOCK PURSUANT TO PUT OPTION
173,058 shares issued and outstanding,
(Redemption value, $173,058) 173,058
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STOCKHOLDERS' DEFICIENCY
Preferred stock, $1.00 par value, 1,000,000 shares
authorized, none issued and outstanding --
Common stock, $0.0001 par value, 25,000,000 shares
authorized, 6,359,758 issued and outstanding 636
Additional paid-in capital 7,400,281
Deficit accumulated during development stage (5,889,477)
Accumulated other comprehensive loss (112,875)
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1,398,565
Less: Deferred consulting fee (2,000,000)
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TOTAL STOCKHOLDERS' DEFICIENCY (601,435)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 10,500
===========
See Accompanying Notes to Unaudited Consolidated Financial Statements
3
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM
MARCH 5, 1999
QUARTER ENDED JUNE 30 (INCEPTION) TO
2004 2003 JUNE 30, 2004
----------- ----------- -----------
OPERATING EXPENSES
Compensation $ -- $ -- $ 1,588,853
Depreciation and amortization 243 233 812,791
Consulting 11,034 10,737 998,778
Bad debt -- -- 12,819
Director fees -- -- 64,100
Financing fees -- -- 28,781
Professional fees 12,244 5,000 69,550
General and administrative 12,710 14,983 322,355
Research and development 4,521 10,798 1,021,835
Impairment loss -- -- 1,191,846
----------- ----------- -----------
TOTAL OPERATING EXPENSES 40,752 41,751 6,111,708
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LOSS FROM OPERATIONS (40,752) (41,751) (6,111,708)
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OTHER INCOME (EXPENSES)
Interest income 31 -- 4,831
Interest expense (1,333) (1,020) (10,683)
Gain on settlement -- -- 59,654
Loss on settlement -- -- (16,296)
Loss on disposal of assets -- -- (567)
Foreign currency transaction gain (16,866) 88,866 185,292
----------- ----------- -----------
TOTAL OTHER INCOME, NET (18,168) 87,846 222,231
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NET LOSS $ (58,920) $ 46,095 $(5,889,477)
=========== =========== ===========
COMPREHENSIVE LOSS
Foreign currency translation loss 17,115 (88,898) (140,128)
----------- ----------- -----------
TOTAL COMPREHENSIVE LOSS $ (41,805) $ (42,803) $(6,029,605)
=========== =========== ===========
Net Loss Per Share - Basic and Diluted $ (0.01) $ 0.01 $ (1.42)
=========== =========== ===========
Weighted average number of shares outstanding
during the year - basic and diluted 6,359,758 6,359,758 4,244,828
=========== =========== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM
MARCH 5, 1999
QUARTER ENDED JUNE 30, (INCEPTION) TO
2004 2003 JUNE 30, 2004
-------- -------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(58,920) $ 46,094 $(5,889,477)
Adjustment to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 274 233 812,822
Stock based compensation -- -- 1,477,893
Stock based consulting expense -- -- 854,345
Stock based director fees -- -- 64,100
Recognition of stock based rent and administrative fees -- 10,000 40,000
Common stock warrants issued as financing fee -- -- 3,783
Loss on disposal of equipment -- -- 567
Impairment loss -- -- 1,191,846
Gain on settlement of accounts payable -- -- (59,654)
Loss on settlement of accounts payable -- -- 16,296
Amortization of stock based financing fee -- -- 24,997
Changes in operating assets and liabilities:
(Increase) decrease in:
Other receivables (175) 2,804 (5,831)
Prepaids and other assets 1,323 -- --
Increase (decrease) in:
Accounts payable and accrued liabilities 5,106 8,072 581,613
Accounts payable - related party 1,333 -- 9,493
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (51,059) 67,203 (877,207)
-------- -------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment -- -- (4,463)
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NET CASH USED IN INVESTING ACTIVITIES -- -- (4,463)
-------- -------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issuance, net of
offering costs -- -- 708,222
Loan proceeds from related parties 34,927 50,348 318,635
Repayment of loan to related parties -- -- (26,792)
-------- -------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 34,927 50,348 1,000,065
-------- -------- -----------
Effect of Exchange Rate on Cash 17,115 (88,897) (115,004)
Net Increase (Decrease) in Cash and Cash Equivalents 983 28,654 3,391
Cash and Cash Equivalents at Beginning of Period 2,408 5,430 --
-------- -------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,391 $ 34,084 $ 3,391
======== ======== ===========
Supplemental Disclosure of Cash Flow Information
Cash Paid for:
Interest $ -- $ -- $ --
======== ======== ===========
Taxes $ -- $ -- $ --
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See Accompanying Notes to Unaudited Consolidated Financial Statements
5
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim consolidated financial information. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of consolidated financial position and results of
operations.
It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made, which are necessary for a fair
consolidated financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected for the
year.
Activities during the development stage include acquisition of financing and
intellectual properties and research and development activities conducted by
others under contracts.
For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending March 31, 2004 included in the
Company's Form 10-KSB.
NOTE 2 LOANS PAYABLE, RELATED PARTIES
During the three months ended June 30, 2004, the Company received $35,000 debt
financing with a principal stockholder. In November 2002, the Company received
working capital funds from a principal stockholder totaling $50,000 as part of a
$100,000 agreement to provide debt financing. During the year ended March 31,
2004, the Company received the remaining $50,000 portion of the debt financing
transaction plus an additional $25,000. All activity with this principal
stockholder represents a 100% concentration of all debt financing for the three
months ended June 30, 2004 (See Notes 4 and 5). All loans are non-interest
bearing, unsecured and due on demand. At June 30, 2004, total loans payable to
related parties was $164,186.
NOTE 3 STOCKHOLDERS' DEFICIENCY
(A) REDEEMABLE COMMON STOCK PURSUANT TO PUT OPTION
In November 2002 and February 2003, the Company issued an aggregate
273,058 shares of its common stock having a fair value of $273,058 to
settle certain accounts payable under a debt settlement agreement
("agreement") with three unrelated parties. Of the total stock issued
in connection with the agreement, two of these parties received an
aggregate 173,058 shares of common stock. In addition, these two
creditors received a written put option for the aggregate 173,058
shares of common stock previously issued. Specifically, three years
from the date of the initial settlement, the put option holders have a
thirty day period in which to notify the Company of their intent to put
the options back to the Company at a redemption price of $1.00 per
share. The Company will then have 90 days from the notification date to
make the required payment. The redemption value of these shares of
common stock at March 31, 2003 is $173,058. In accordance with the
provisions of EITF No.00-19, since the contract requires a net cash
settlement (transfer of assets to settle obligation), the put options
are classified preceding stockholders' deficiency as a liability. The
provisions of SFAS No. 150 were not effective for these transactions
since the effective date for SFAS No. 150 was May 31, 2003, with no
retroactive accounting treatment allowed.
(B) EXPIRED COMMON STOCK OPTION
On June 1, 2003, 250,000 stock options having an exercise price of
$1.00 per share expired without being exercised.
6
NOTE 4 RELATED PARTIES
During the three months ended June 30, 2004, the Company received $35,000 debt
financing transaction with a principal stockholder. In November 2002, the
Company received working capital funds from a principal stockholder totaling
$50,000 as part of a $100,000 agreement to provide debt financing. During the
year ended March 31, 2004, the Company received the remaining $50,000 portion of
the debt financing transaction plus an additional $25,000. (See Notes 2 and 5).
NOTE 5 GOING CONCERN
As reflected in the accompanying consolidated financial statements, the Company
has a working capital deficiency of $329,655, deficit accumulated during
development stage of $5,889,477 and a stockholders' deficiency of $601,435 at
June 30, 2004. The ability of the Company to continue as a going concern is
dependent on the Company's ability to further implement its business plan, raise
capital, and generate revenues. The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
The Company is currently a development stage company and its continued existence
is dependent upon the Company's ability to resolve its liquidity problems,
principally by obtaining additional debt financing and/or equity capital. During
the three months ended June 30, 2004, the Company received $35,000 in related
party debt financing (See notes 2 and 4). The Company has yet to generate an
internal cash flow, and until the sales of its product begins, the Company is
very dependent upon debt and equity funding. The Company must successfully
complete its research and development resulting in a saleable product. However,
there is no assurance that once the development of the product is completed and
finally gains Federal Drug and Administration clearance, that the Company will
achieve a profitable level of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
PLAN OF OPERATION
The following discussion should be read in conjunction with the financial
statements and related notes which are included in this quarterly report.
Statements made below which are not historical facts are forward-looking
statements. Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic conditions and our
ability to develop our products. For further information regarding our business,
competition and risk factors, refer to the Company's Form 10-KSB filed with the
U.S. Securities Exchange Commission for the year ending March 31, 2004.
Kyto is in the development stage of its operations and was formed in March 1999
to acquire and develop early-stage compounds which may have potential use as
therapeutic agents for the treatment of cancer and diseases of the immune
system. The Company intends to build itself into a biopharmaceutical company
that develops receptor-mediated technologies to control the uptake of vitamin
B12 by non-controlled proliferative cells. Vitamin B12 regulates one of two
major cellular pathways for the production of folates, the cell's primary source
of carbon and the progenitor for the synthesis of DNA.
Kyto is currently engaged in the development of a portfolio of potential
targeted biologic treatments based on:
i) the delivery of cytotoxic drugs to cancer cells using the vitamin B12 as a
Trojan Horse,
ii) the therapeutic effect of vitamin B12 depletion by receptor modulators, and
iii) the use of monoclonal antibodies to block the vitamin B12 uptake by cancer
cells.
Kyto's portfolio consists of molecules at the research and development stage
which may ultimately prove useful in the treatment of certain types of cancer
and inflammatory diseases. Kyto believes that there are several human
therapeutics applications for its drug candidates. Specifically, a number of
properties of the Company's drug delivery and vitamin B12 depletion technologies
suggest a potential role for its drug candidates in the therapy of solid tumors
such as colorectal and breast cancer in addition to treatment of leukemias.
The Company had not been profitable and had no revenues from operations since
its inception in March 1999. As reflected in the accompanying unaudited
consolidated financial statements, the Company has a working capital deficiency
of $$329,655, deficit accumulated during development stage of $5,889,477 and a
7
stockholders' deficiency of $601,435 at June 30, 2004. The ability of the
Company to continue as a going concern is dependent on the Company's ability to
further implement its business plan, raise capital, and generate revenues. The
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
The Company is currently a development stage company and its continued existence
is dependent upon the Company's ability to resolve its liquidity problems,
principally by obtaining additional debt financing and/or equity capital. The
Company has yet to generate an internal cash flow, and until the sales of its
product begins, the Company is very dependent upon debt and equity funding. The
Company must successfully complete its research and development resulting in a
saleable product. However, there is no assurance that once the development of
the product is completed and finally gains Federal Drug and Administration
clearance, that the Company will achieve a profitable level of operations.
The Company has, as of the end of June 30, 2004, $438,877 in total liabilities.
We reduced our research activities and the Company estimates that it will
require approximately $200,000 to meet its operating costs for this fiscal year,
excluding research and development costs. The Company is seeking up to five
million dollars ($5,000,000) in research and development funds.
To meet the projected cash requirements as stated above, the Company intends to
obtain cash loans from one or more of its stockholders, several of whom have
expressed a desire to provide operating loan funds for the Company.
Additionally, the Company intends to seek alliances with other pharmaceutical
and biotechnology companies for product co-development. Management is also
looking to merger opportunities or to acquire companies and products to raise
capital.
The Company's plan of operation for the next twelve months is to continue to
focus its efforts on finding new sources of capital. Management expects the
Company to incur additional operating losses over the next several years as
research and development efforts, preclinical and clinical testing activities
and manufacturing scale-up efforts expand. To date, we have not had any material
product sales and do not anticipate receiving any revenue from the sale of
products in the upcoming year. Our sources of working capital have been equity
financings and interest earned on investments.
The Company operates in a rapidly changing environment that involves a number of
factors, some of which are beyond management's control, such as financial market
trends and investors' appetite for new financings. It should also be emphasized
that, should the Company not be successful in completing its own financing
(either by debt or by the issuance of securities from treasury), the Company may
be unable to continue to operate as a going concern.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of the
registrant's disclosure controls and procedures (as defined in Section
13(a)-14(c) of the Securities Exchange Act of 1934 (the "Act")) was carried
out under the supervision and with the participation of the Registrant's
President and Chief Executive Officer within the 90-day period preceding
the filing date of this quarterly report. The registrant's President and
Chief Executive Officer concluded that the registrant's disclosure controls
and procedures as currently in effect are effective in ensuring that the
information required to be disclosed by the registrant in the reports it
files or submits under the Act is (i) accumulated and communicated to the
registrant's management in a timely manner, and (ii) recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms.
(b) Changes in Internal Controls: In the Quarter ended June 30, 2004, the
registrant did not make any significant changes in, nor take any corrective
actions regarding, its internal controls or other factors that could
significantly affect these controls.
8
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Index to Exhibits on page 10.
9
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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3(i)(a) Articles of Incorporation of Kyto Biopharma, Inc.*
3(i)(b) Articles of Amendment changing name to Kyto Biopharma, Inc.*
3(ii) Bylaws of Kyto Biopharma, Inc.*
31.1 Section 302 Certification**
32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
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* Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the
Securities and Exchange Commission
** Filed herewith.
10
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Kyto Biopharma, Inc.
(Registrant)
Date August 13, 2004 /s/ Jean-Luc Berger, Director
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(Signature)
Jean-Luc Berger
President and Chief Executive Officer
11