UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 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
Incorporation or organization) Identification No.)
41A Avenue Road, Toronto, Ontario, M5R 2G3, Canada
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(Address of principal executive offices)
(416) 955-0349
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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 September 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 September 30, 2004 3
Consolidated Statements of Operations for the six months
ended September 30, 2004 and 2003 4
Consolidated Statements of Cash Flows for the six months
ended September 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 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 12
CERTIFICATIONS
2
PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2004
ASSETS
- ------
Current Assets
Cash $ 2,396
Other receivables 6,997
-----------
Total Current Assets 9,393
-----------
Equipment, net 1,089
-----------
Total Assets $ 10,482
===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
- ----------------------------------------
Current Liabilities
Accounts payable $ 135,037
Accounts payable - related party 23,805
Accrued liabilities - related party 30,000
Accrued interest payable, related party 9,578
Loans payable - related parties 164,425
-----------
Total Current Liabilities 362,845
-----------
Long Term Liabilities
Note Payable, related party 100,000
-----------
Total Liabilities 462,845
-----------
Redeemable Common Stock Pursuant to Put Option
173,058 shares issued and outstanding,
(Redemption value, $173,058) 173,058
-----------
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 (5,855,868)
Accumulated other comprehensive loss (170,470)
-----------
1,374,579
Less: Deferred consulting fee (2,000,000)
-----------
Total Stockholders' Deficiency (625,421)
-----------
Total Liabilities and Stockholders' Deficiency $ 10,482
===========
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
Three Months Ended September 30, Six Months Ended September 30 (Inception) to
2004 2003 2004 2003 September 30, 2004
----------- ----------- ----------- ----------- -----------
Operating Expenses
Compensation $ -- $ -- $ -- $ -- $ 1,588,853
Depreciation and amortization 252 239 495 482 813,043
Consulting 11,466 10,869 22,500 21,595 1,010,244
Bad Debt -- -- -- -- 12,819
Director fees -- -- -- -- 64,100
Financing fees -- -- -- -- 28,781
Professional fees 1,286 7,539 13,530 12,539 70,837
General and administrative 15,804 11,818 28,514 26,817 338,159
Research and development 2,001 4,367 6,522 15,164 1,023,836
Impairment loss -- -- -- -- 1,191,846
----------- ----------- ----------- ----------- -----------
Total Operating Expenses 30,809 34,832 71,561 76,597 6,142,518
----------- ----------- ----------- ----------- -----------
Loss from Operations (30,809) (34,832) (71,561) (76,597) (6,142,518)
----------- ----------- ----------- ----------- -----------
Other Income (Expenses)
Interest income -- 57 31 57 4,832
Interest expense (1,554) (1,030) (2,887) (2,051) (12,236)
Gain on debt forgiveness 9,124 -- 9,124 -- 68,778
Loss on settlement of accounts payable -- -- -- -- (16,296)
Loss on disposal of equipment -- -- -- -- (567)
Foreign currency transaction gain (loss) 56,847 (3,462) 39,982 85,938 242,139
----------- ----------- ----------- ----------- -----------
Total Other Income (Expense), net 64,417 (4,435) 46,250 83,944 286,650
----------- ----------- ----------- ----------- -----------
Net Income (Loss) $ 33,608 $ (39,267) $ (25,311) $ 7,347 $(5,855,868)
=========== =========== =========== =========== ===========
Comprehensive Income (Loss)
Foreign currency translation gain (loss) (57,596) 15,809 (40,481) (85,737) (170,470)
----------- ----------- ----------- ----------- -----------
Total Comprehensive Loss $ (23,988) $ (23,458) $ (65,792) $ (78,390) $(6,026,338)
=========== =========== =========== =========== ===========
Net Loss Per Share - Basic and Diluted $ 0.01 $ (0.01) $ (0.00) $ 0.00 $ (1.32)
=========== =========== =========== =========== ===========
Weighted average number of shares outstanding
during the year - basic and diluted 6,359,758 6,359,758 6,359,758 6,359,758 4,434,923
=========== =========== =========== =========== ===========
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
Six Months Ended September 30, (Inception) to
2004 2003 September 30, 2004
----------- ----------- ------------------
Cash Flows from Operating Activities:
Net Income (loss) $ (25,311) $ 7,347 $(5,855,868)
Adjustment to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 463 482 813,011
Stock based compensation -- -- 1,477,893
Stock based consulting expense -- -- 854,345
Stock based director fees -- -- 64,100
Stock based rent and administrative fees -- 20,000 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 (9,124) -- (68,778)
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 (1,341) 4,264 (6,997)
Prepaids and other assets 1,323 -- --
Increase (decrease) in:
Accounts payable and accrued expenses 6,956 16,239 583,463
Accounts payable-Related Parties 32,503 -- 40,663
----------- ----------- -----------
Net Cash Provided By (Used in) Operating Activities 5,469 48,332 (820,679)
----------- ----------- -----------
Cash Flows from Investing Activities:
Purchase of property and equipment -- -- (4,463)
----------- ----------- -----------
Net Cash Used in Investing Activities -- -- (4,463)
----------- ----------- -----------
Cash Flows from Financing Activities:
Proceeds from common stock issuance, net of
offering cost -- -- 708,222
Loan proceeds from related parties, net 35,000 50,341 318,708
Repayment of loan to related parties -- -- (26,792)
----------- ----------- -----------
Net Cash Provided by Financing Activities 35,000 50,341 1,000,138
----------- ----------- -----------
Effect of Exchange Rate on Cash (40,481) (85,737) (172,600)
Net Increase in Cash and Cash Equivalents (12) 12,936 2,396
Cash and Cash Equivalents at Beginning of Period 2,408 5,430 --
----------- ----------- -----------
Cash and Cash Equivalents at End of Period $ 2,396 $ 18,366 $ 2,396
=========== =========== ===========
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 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 ACCOUNTS PAYABLE AND LOANS PAYABLE, RELATED PARTIES
- ------------------------------------------------------------
The Company leases office space and administrative services from a principal
stockholder related party. Expenses for the three and six months ended were
$10,000 and $20,000 and accrued liabilities at September 30, 2004 were $30,000.
Accounts payable-related party of $23,805 is payables to an officer and a
director for expense reimbursement due.
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 six months ended September 30, 2004.
All loans are non-interest bearing, unsecured and due on demand. In the first
quarter of fiscal 2004, an additional $35,000 loan was received from the same
principal stockholder. The total loans payable to this principal stockholder
related party was $160,000 at September 30, 2004. In October 2004, the $160,000
was exchanged for 320,000 common shares (see Note 5).
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 September 30, 2004 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 temporary equity.
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.
6
(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.
NOTE 4 GAIN ON DEBT FORGIVENESS
- -------------------------------
The Company recorded a gain on debt forgiveness of $9,124 relating to a vendor
invoice in the third quarter 2004.
NOTE 5 GOING CONCERN
- --------------------
As reflected in the accompanying consolidated financial statements, the Company
has a working capital deficiency of $353,452, deficit accumulated during
development stage of $5,855,868 and a stockholders' deficiency of $625,421 at
September 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). In October 2004, the Company closed of
a non-brokered private placement of 500,000 shares at a price of $0.50 per share
for proceeds of $250,000 and has also converted a debt of $160,000 into 320,000
shares of common stock (See Note 6).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.
NOTE 6 SUBSEQUENT EVENT
- -----------------------
In October 2004, the Company entered into a non-brokered private placement of
500,000 shares at a price of $0.50 per share for proceeds of $250,000 with a
finance company controlled by a director of the Company.
In October 2004, the Company converted a related party loans payable of $160,000
into 320,000 shares of common stock at $0.50 per share. The debt was due to a
finance company controlled by a director of the Company and was included in
Loans Payable-related party in the accompanying balance sheet. There was no gain
or loss on this transaction as it was a related party transaction.
In November 2004, the Company entered into a services agreement for two years to
generate and increase customer interest in the Company's products and
technologies and explore merger/acquisition possibilities. The Company issued
4,500,000 shares of common stock. The stock was valued at the quoted trading
price of $1.50 on the grant date resulting in a total value of $6,750,000 to be
recognized over the service period of November 1, 2004 through October 31, 2006.
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
7
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 $353,452, deficit accumulated during development stage of $5,855,868 and a
stockholders' deficiency of $625,421 at September 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 September 30, 2004, $462,845 in total
liabilities. We reduced our research activities and the Company estimates that
it will require approximately $120,000 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. In
October 2004, the Company closed of a non-brokered private placement of 500,000
shares of common stock at a price of $0.50 per share for proceeds of $250,000
with a related party controlled by a director of the Company. The Company has
also converted a debt of $160,000 into 320,000 shares of common stock at the
same price. The proceeds from the private placement from that same related party
will be used by the Company to develop its portfolio of potential targeted
biologic treatments and applied to its working capital.
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.
8
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 September 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.
9
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 11.
10
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3(i)(a) Articles of Incorporation of Kyto Biopharma, Inc.*
3(i)(b) Articles of Amendment changing name to Kyto Biopharma, Inc.*
3(ii) Bylaws of Kyto Biopharma, Inc.*
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 **
*Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the
Securities and Exchange Commission
**Filed as Exhibit with this Form 10-QSB, page 12.
11
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: November 15, 2004 /s/ Jean-Luc Berger, Director
----------------- --------------------------------
(Signature)
Jean-Luc Berger
President and Chief Executive Officer
12