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 June 30 2006
[ ] 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)
B1-114 BELMONT AVENUE TORONTO, ONTARIO CANDA M5R 1P8
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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: 12,080,203 Common Shares - $0.0001
Par Value - as of August 10, 2006.
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
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Item 1. Financial Statements (Unaudited)
Unaudited Consolidated Balance Sheet
as of June 30, 2006 3
Unaudited Consolidated Statements of Operations
for the three months ended June 30, 2006 and 2005 4
Unaudited Consolidated Statements of Cash Flows
for the three months ended June 30, 2006 and 2005 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 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
CERTIFICATIONS
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED BALANCE SHEET
JUNE 30, 2006
ASSETS
CURRENT ASSETS
Cash $ 1,168
Other receivables 723
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TOTAL CURRENT ASSETS 1,891
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TOTAL ASSETS $ 1,891
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 30,437
Accrued liabilities - related party 20,000
Accrued interest payable - related party 25,098
Loan Payable-related Party 87,961
Note Payable, related party 100,000
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TOTAL CURRENT LIABILITIES 263,496
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TOTAL LIABILITIES 263,496
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COMMITMENTS AND CONTINGENCIES --
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value, 25,000,000 shares
authorized, 12,080,203 issued and outstanding 1,208
Additional paid-in capital 15,323,307
Deficit accumulated during development stage (12,148,607)
Accumulated other comprehensive loss (312,463)
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2,863,445
Less: Deferred consulting fees (3,125,050)
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TOTAL STOCKHOLDERS' DEFICIT (261,605)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,891
============
See accompanying notes to unaudited consolidated financial statements
3
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE PERIOD FROM
MARCH 5, 1999
THREE MONTHS ENDED JUNE 30 (INCEPTION) TO
2006 2005 JUNE 30, 2006
------------ ------------ -------------------
OPERATING EXPENSES
Compensation $ -- $ 14,957 $ 1,740,386
Depreciation and amortization 228 148 814,183
Consulting 843,750 843,750 6,568,349
Bad Debt -- -- 12,819
Director fees -- -- 64,100
Financing fees -- -- 28,781
Professional fees 12,400 12,000 104,808
General and administrative 10,881 15,800 423,598
Research and development 4,100 17,500 1,107,617
Loss on debt Conversion -- -- 519,795
Impairment loss -- -- 1,191,846
------------ ------------ ------------
TOTAL OPERATING EXPENSES 871,359 904,155 12,576,282
------------ ------------ ------------
LOSS FROM OPERATIONS (871,359) (904,155) (12,576,282)
------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest income -- -- 4,922
Interest expense (2,828) (2,049) (28,906)
Gain on debt forgivemess 40 -- 68,820
Loss on disposal of equipment -- -- (567)
Foreign currency transaction gain (loss) 54,550 (14,082) 383,406
------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE), NET 51,762 (16,131) 427,675
------------ ------------ ------------
NET INCOME (LOSS) $ (819,597) $ (920,286) $(12,148,607)
============ ============ ============
COMPREHENSIVE INCOME (LOSS)
Foreign currency translation gain (loss) (54,544) 14,108 (312,463)
------------ ------------ ------------
TOTAL COMPREHENSIVE LOSS $ (874,141) $ (906,178) $(12,461,070)
============ ============ ============
Net Loss Per Share - Basic and Diluted $ (0.07) $ (0.08) $ (1.99)
============ ============ ============
Weighted average number of shares outstanding
during the year - basic and diluted 12,020,203 11,813,091 6,116,325
============ ============ ============
See accompanying notes to unaudited consolidated financial statements
4
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE PERIOD FROM
MARCH 5, 1999
THREE MONTHS ENDED JUNE (INCEPTION) TO
2006 2005 JUNE 30, 2006
------------ ------------ -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $ (819,597) $ (920,286) $(12,148,607)
Adjustment to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization 228 160 814,183
Stock based compensation 843,750 843,750 7,102,843
Stock based consulting expense -- -- 854,345
Stock based director fees -- -- 64,100
Stock based rent and administrative fees -- -- 87,028
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 -- -- 519,795
Amortization of stock based financing fee 13 -- 25,010
Changes in operating assets and liabilities:
(Increase) decrease in:
Other receivables (32) 2,608 (722)
Prepaids and other assets -- 17,500 --
Increase (decrease) in:
Accounts payable and accrued expenses (10,426) 32,616 504,241
Accounts payable-related parties -- -- 20,879
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 13,936 (23,652) (1,020,363)
------------ ------------ ------------
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 cost -- -- 958,222
Loan proceeds from related parties, net 1,361 -- 407,027
Repayment of loan to related parties -- -- (26,792)
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,361 -- 1,338,457
------------ ------------ ------------
Effect of Exchange Rate on Cash (54,544) 14,108 (312,463)
Net Increase (decrease) in Cash and Cash Equivalents (39,247) (9,544) 1,168
Cash and Cash Equivalents at Beginning of Period 40,415 37,485 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,168 $ 27,941 $ 1,168
============ ============ ============
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest $ -- $ -- $ --
============ ============ ============
Taxes $ -- $ -- $ --
============ ============ ============
Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
Conversion of debt to equity $ -- $ -- $ 160,000
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Stock issued for deferred consulting services $ -- $ -- $ 6,750,000
============ ============ ============
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, 2006
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, 2006 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 months ended June 30, 2006
were $10,000 and accrued liabilities at June 30, 2006 were $20,000
The total loans payable to this principal stockholder related party was $87,961
at June 30, 2006.
NOTE 3 STOCKHOLDERS' DEFICIENCY
(A) COMMON STOCK
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.
A consulting expense of $5,625,000 was recorded as of June 30, 2006.
NOTE 4 GOING CONCERN
As reflected in the accompanying consolidated financial statements, the Company
has a working capital deficiency of $261,605, a deficit accumulated during
development stage of $12,148,607 and a stockholders' deficiency of $261,605 as
of June 30, 2006. 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 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.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITIONS 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. This
Quarterly Report on Form 10-Q contains certain statements that are
forward-looking within the meaning of Section 27a of the Securities Act of 1933,
as amended, and Section 21E of the Securities and Exchange Act of 1934, as
amended, and that involve risks and uncertainties, including, but not limited to
the uncertainties associated with our ability to raise capital, our dependence
on others for our research and development activities, the future success of our
product candidates in development, and other risks described below as well as
those discussed elsewhere in this Form 10-Q, documents incorporated by reference
and other documents and reports that we file periodically with the Securities
and Exchange Commission. 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, our ability to secure
additional financing for our operations, general economic conditions, our
ability to develop our products, our ability to repay our outstanding debt
obligations, and our ability to fund our operations through March 31, 2007 with
our current cash reserves. 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, 2006.
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'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.
Since inception, Kyto has been engaged in the development of a portfolio of
potential targeted biologic treatments based on:
i) the use of monoclonal antibodies to block the vitamin B12 uptake by cancer
cells,
ii) the therapeutic effect of vitamin B12 depletion by receptor modulators, and
iii) the delivery of cytotoxic drugs to cancer cells using the vitamin B12 as a
Trojan Horse.
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 $261,605, a deficit accumulated during development stage of $12,148,607 and a
stockholders' deficiency of $261,605 as of June 30, 2006. 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 by
licensing activities. The consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
7
To date, others have conducted the research and development activities on behalf
of the Company under contractual agreements and such costs are charged to
expense as incurred. Research and development expense was $4,100 for the three
months ended June 30, 2006.
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 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 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.
In October 2004, the Company closed on 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 was used by the Company to develop its portfolio of potential
targeted biologic treatments and applied to its working capital.
In January 2006, the Company and a Director of the Company agreed to convert the
aggregate amount of $7,027.00 (the "debt") pursuant to an account payable and
advance of fund made by the Director to the Company into common stock from
treasury of the Corporation for issuance of 14,054 common shares at a price of
$0.50 per share, which was the average price for the last trading month. Also
during the same period, the Company and a principal stockholder related party
agreed to convert the aggregate amount of $40,000 (the "Invoice") for office
space and administrative services for the period starting January 1, 2005 and
ending December 31, 2005, into common stock from treasury of the Corporation by
issuing 80,000 common shares at a price of $0.50 per share, which was the
average price for the last trading month.
The report of our Independent Registered Public Accounting Firm on our March 31,
2006 financial statements includes an explanatory paragraph indicating that
there is substantial doubt about our ability to continue as a going concern due
to substantial recurring losses from operations, cash used in operations,
stockholders' deficit and significant accumulated deficit and working capital
deficit. Our ability to continue as a going concern will be determined by our
ability to obtain additional funding and maintain operations. We do not
currently have sufficient financial resources to fund our operations. Therefore,
we need additional funds to continue these operations. The Company operates in a
rapidly changing environment that involves a number of factors, some of which
are beyond management's control, such as financial market trends and investors'
appetite for new financings. It should 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
The Company has, as of the end of June 30 2006, $263,496 in total liabilities.
During the last nine months, we reduced our research activities and focused our
resources to the development of the use of our monoclonal antibodies platform to
block the vitamin B12 uptake by cancer cells. The Company estimates that it will
require approximately $150,000 to meet its operating costs for this fiscal year,
excluding research and development costs. The Company is seeking five hundred
thousand dollars ($500,000) in research and development funds. The Company's
plan of operation for the next twelve months is to continue to focus its efforts
on finding new sources of capital and on research activities and the development
and application of its antibodies. The Company has also undertaken a review of
its research and development activities and continue to look at merger
opportunities or to acquire companies and products to raise capital. We have yet
to to form a strategic alliance for product development and to out-license the
commercial rights to development partners. By forming strategic alliances with
third parties, we believe that our technologies and related products would be
more rapidly developed and successfully introduced into the marketplace. At the
date of filing of this Form 10-QSB with the U.S. Securities and Exchange
Commission, the Company did receive a commitment of one of its stockholders to
provide operating loan funds for the Company. Should the financing we require to
sustain our working capital needs be unavailable or prohibitively expensive when
we require it, we would be forced to curtail our business operations.
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 December 31, 2005, 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.
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.*
10.1 Research collaboration agreement between The Research
Foundation of State University of New York and B. Twelve Ltd.
(Kyto Biopharma, Inc.) [dated August 19, 1999]**
10.2 Collaborative Research Agreement to synthesize new vitamin
B12 analogs signed between the Company and New York
University [dated November 11, 1999]**
10.3 Extension/Modification Research Collaboration Agreement
between the Research Foundation of State University of New
York and B Twelve, Inc., (Kyto Biopharma, Inc.) Modification
No. 1 [dated November 01, 2000]**
10.4 Debt Settlement Agreement and Put Option (dated November
2002) between Kyto Biopharma, Inc. and New York University.**
10.5 Extension/Modification Research Collaboration Agreement
between the Research Foundation of State University of New
York and Kyto Biopharma, Inc., Modification No. 2 [dated
December 2004]. **
10.6 Services Agreement between Kyto Biopharma, Inc. and Gerard
Serfati [dated November 1, 2004]***
31.1 Section 302 Certification**
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 as Exhibit with this Form 10-QSB.
*** Previoulsy filed with Form S-8 on November 18, 2004.
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 15, 2006 /s/ Georges Benarrcoh
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(Signature)
Georges Benarroch
Acting President and
Chief Executive Officer
And Acting Chief Executive Officer
11