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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____________ to ____________
COMMISSION FILE NUMBER _______________________________
KYTO BIOPHARMA, INC.
(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
(Address of principal executive offices)
(416) 955-0159
(Issuer's telephone number)
N/A
(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 February 10, 2008.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) Yes [ ] No [X]
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KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
FORM 10-QSB
INDEX
PAGE NUMBER
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Unaudited Consolidated Balance Sheet
as of December 31, 2007 3
Unaudited Consolidated Statements of Operations
for the Nine Months ended December 31, 2007 and 2006 4
Unaudited Consolidated Statements of Cash Flows
for the Nine Months ended December 31, 2007 and 2006 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Controls and Procedures 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 10
SIGNATURES 12
CERTIFICATIONS
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
DECEMBER 31,
2007
------------
ASSETS
CURRENT ASSETS
Cash $ 2,664
Prepaid expenses 3,000
------------
TOTAL CURRENT ASSETS 5,664
------------
TOTAL ASSETS $ 5,664
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LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 15,073
Accrued interest payable - related party 42,965
Note payable-related party 100,000
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TOTAL CURRENT LIABILITIES 158,038
------------
TOTAL LIABILITIES 158,038
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred convertible stock, $1.00 par value, 1,000,000 shares
authorized, 457,553 issued and outstanding 457,553
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 (15,477,295)
Accumulated other comprehensive loss (457,147)
------------
(152,374)
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TOTAL STOCKHOLDERS' DEFICIT (152,374)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 5,664
============
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
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2007 2006 2007 2006 2007
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Compensation $ -- $ 5,295 $ -- $ 10,250 $ 1,750,636
Depreciation and amortization -- -- -- 236 814,183
Consulting 11,496 283,800 37,763 1,971,300 9,738,662
Bad debt -- -- -- -- 12,819
Director fees -- -- -- -- 64,100
Financing fees -- -- -- -- 28,781
Professional fees 4,400 4,500 21,900 25,850 148,858
General and administrative 13,572 10,459 35,157 36,121 494,471
Research and development 14,659 32,789 73,862 40,445 1,260,495
Loss on debt conversion -- -- -- -- 519,795
Impairment loss -- -- -- -- 1,191,846
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 44,127 336,843 168,682 2,084,202 16,024,646
------------ ------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest income -- -- -- -- 4,922
Interest expense (15,709) (2,960) (21,805) (8,680) (59,591)
Gain on debt forgivemess -- -- 5,933 48 74,761
Loss on disposal of equipment -- -- -- -- (567)
Foreign currency transaction gain 9,052 (50,214) 184,994 2,804 527,826
------------ ------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE), NET (6,657) (53,174) 169,122 (5,828) 547,351
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (50,784) $ (390,017) $ 440 $ (2,090,030) $(15,477,295)
============ ============ ============ ============ ============
Comprehensive Income (Loss)
Foreign currency translation gain (loss) (9,060) 50,303 (185,362) (2,697) (457,147)
------------ ------------ ------------ ------------ ------------
TOTAL COMPREHENSIVE LOSS $ (59,844) $ (339,714) $ (184,922) $ (2,092,727) $(15,934,442)
============ ============ ============ ============ ============
Weighted average number of shares outstanding
during the year - basic and diluted 12,080,203 12,020,203 12,080,203 12,020,203 7,735,842
============ ============ ============ ============ ============
Net loss per share - basic and diluted $ (0.00) $ (0.03) $ (0.02) $ (0.17) $ (2.06)
============ ============ ============ ============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements
4
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
MARCH 5, 1999
NINE MONTHS ENDED (INCEPTION) TO
DECEMBER 31, DECEMBER 31,
2007 2006 2007
------------ ------------ ------------
Cash Flows from Operating Activities:
Net income (loss) $ 440 $ (2,090,030) $(15,477,295)
Adjustment to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization -- 228 814,183
Recognition of services rendered by consultant -- 1,968,800 10,227,893
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 (5,885) -- (65,539)
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 -- (1) --
Prepaids and other assets 11,956 (44,869) (3,000)
Increase (decrease) in:
Accounts payable and accrued expenses (46,456) 13,278 494,759
Accounts payable and accrued liabilities-related parties -- -- 20,879
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (39,945) (152,581) (1,241,646)
------------ ------------ ------------
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:
Convertible preferred stock issuance, net of
offering cost 457,553 -- 457,553
Proceeds from common stock issuance, net of
offering cost -- -- 958,222
Loan proceeds from related parties, net -- 131,722 550,367
Repayment of loan to related parties (233,430) -- (260,222)
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 224,123 131,722 1,705,920
------------ ------------ ------------
Effect of Exchange Rate on Cash (185,362) (2,697) (457,147)
Net Increase (decrease) in Cash and Cash Equivalents (1,184) (23,556) 2,664
Cash and Cash Equivalents at Beginning of Period 3,848 40,415 --
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,664 $ 16,859 $ 2,664
============ ============ ============
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest $ -- $ -- $ --
============ ============ ============
Taxes $ -- $ -- $ --
============ ============ ============
Supplemental Disclosure of Non-Cash
Investing and Financiang Activities:
Conversion of debt to equity $ 422,734 $ -- $ 1,063,450
============ ============ ============
Convertible preferred stock issued for interest due on preferred stock $ 12,819 -- --
============ ============ ============
Stock issued for deferred consulting services $ -- $ -- $ 6,750,000
============ ============ ============
Conversion of liabilities to note payable $ -- $ -- $ 102,023
============ ============ ============
Stock issued for debt restructuring anti-dilusion provision $ -- $ -- $ 800,000
============ ============ ============
Conversion of preferred shares to common shares $ -- $ -- $ 250,000
============ ============ ============
Stock issued for future services $ -- $ -- $ 1,200,000
============ ============ ============
Issued common shares for intangible assets $ -- $ -- $ 2,000,000
============ ============ ============
See Accompanying Notes to Unaudited Consolidated Financial Statements
5
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007
(UNAUDITED)
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, 2007
included in the Company's Form 10-KSB.
NOTE 2 - GOING CONCERN
As reflected in the accompanying consolidated financial statements, the
Company has a working capital deficiency of $152,374, a deficit accumulated
during development stage of $15,477,295 and a stockholders' deficiency of
$152,374 as of December 31, 2007. 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
KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
(UNAUDITED)
NOTE 3 - EQUITY
CONVERTIBLE PREFERRED SHARES
On May 24, 2007 the Company entered into an agreement with a related
party to issue up to 500,000 Convertible Preferred Shares at $1.00 per share.
This agreement is on an installment basis. As of December 31, 2007, 457,553 of
the Convertible Preferred Shares have been issued for $457,553. Convertible
Preferred Shares may be converted into Common Shares at a price of $0.45 per
Common Share for a period of two years. The Convertible Preferred Shares are
cumulative and bear interest at a rate of 5% per annum. Interest expense for the
Convertible Preferred Shares was $12,819 for the nine months ended December 31,
2007 and has been paid through issuance of 12,819 additional preferred shares.
NOTE 4 - COMMITMENTS
In October 2006, the Company signed an Extension Modification of
Research Collaboration Agreement with the Research Foundation of State
University of New York (RFSUNY) regarding the research and development of the
use of monoclonal antibodies to block the vitamin B12 uptake by cancer cells for
funding consideration of $119,647 to be appropriated for the initial 12 months
of the conduct of the research plan from November 2006 through October 2007. The
Company shall amend patent No. 5,688,504 to legally establish joint ownership
with RFSUNY. The initial payment for the first six months was made in November
2006 and the second payment was made in May of 2007.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINACIAL CONDITIONS AND RESULTS
OF OPERATIONS
PLAN OF OPERATION
During the period ending December 31, 2007, the Company conducted a
comprehensive review of its existing Intellectual Property portfolio with the
assistance various IP legal firms and consultants. As a result of this review,
the Company has elected to drop some of its patents while funding the remaining
patents in full.
The efforts of the Company's R&D have produced notable accomplishments
with respect to the development of a novel cancer therapy through the regulation
of Vitamin B12 uptake, an essential nutrient for cells. For the first time, the
Company has conclusively identified the protein and the gene encoding the
Vitamin B12 receptor. The work on utilizing the Vitamin B12 pathway provides for
several strategies aimed at preventing the proliferation of cancer cells.
On April 6, 2007 the Company filed a new U.S. Provisional Utility
Patent Application with the United States Patent Office, related to the
development of the Company's Vitamin B12 technology. In addition to this filing
the Company has incurred expenses of $73,862 for the Nine Months ended December
31, 2007 related to the continued development and maintenance of its
intellectual property portfolio.
On May 4, 2007, the Company signed a formal consultancy agreement with
Dr. Michael Rosenblum, Head, Immunopharmacology and Targeted Therapy Laboratory,
Department of Experimental Therapeutics at M.D. Anderson Medical Center at the
University of Texas to assist the Company with determining the scientific and
commercial viability of its scientific technology. Dr. Rosenblum will provide
assistance to the Company on an as-needed basis for a term of one year and
receive $3,000 per month as remuneration. The Company has also held discussions
with other potential strategic partners in order to determine if those
relationships will provide the Company with benefits related to its corporate
development. As of the date of this filing none of those discussions have
resulted in formal collaborative relationships.
On May 24, 2007 the Company entered into a agreement with a related
party to issue 500,000 Convertible Preferred Shares at $1.00 per share. This
agreement is on an installment basis. Preferred Shares may be converted into
Common Shares at a price of $0.45 per Common Share for a period of two years.
The Convertible Preferred Shares are cumulative and will bear interest at an
interest rate of 5% per annum.
In November, 2007 the company signed a non binding Letter of Intent to
Helios Petroleum Holding, AG ("Helios") a private company incorporated in
Switzerland. The transaction is subject to Helios raising successfully US$5MM
through Credifinance Securities Limited. Upon closing, Kyto will issue Common
Shares of Kyto to Helios shareholders and will transfer all its Intellectual
Property to its wholly owned Canadian subsidiary, B.Twelve Limited. For
disclosure purposes, Credifinance Capital Corp, the parent of the Agent, is the
controlling shareholder of Kyto and Georges Benarroch, President/CEO of
Credifinance Securities Limited, Credifinance Capital Corp. and Kyto Biopharma
Inc. will be on the board of directors of Helios.
The report of our Independent Registered Public Accounting firm on our
March 31, 2007 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 financing 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 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
In discussions with various collaborative partners, the Company has
decided to pursue a specific antibody strategy with the assistance of RFSUNY and
an outsourced third party vendor. The development of this antibody technology
will be overseen by RFSUNY and is currently in the early stages of development.
The Company does not yet have an estimate of the total costs associated with
this development. As the Company has no current revenues from operations,
management fully expects to incur additional liabilities in order to fund the
development of this strategy over the next 9 months.
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 R&D
activities related to the development and application of its antibody
technologies. The Company has, as of the end of December 31, 2007, $158,038 in
total liabilities. As of 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 to the Company.
9
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, 2007,
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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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
INDEX TO EXHIBITS ON PAGE 11.
10
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.
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.
Date: February 13, 2008
KYTO BIOPHARMA, INC.
(Registrant)
/s/ Georges Benarrcoh
------------------------------
(Signature)
Georges Benarroch
Acting President and
Chief Executive Officer
And Acting Chief Executive Officer
12