UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

FORM 10-Q

———————


X

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

 ACT OF 1934

For the quarterly period ended: June 30, 2008

or

 

 

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

 ACT OF 1934

For the transition period from: _____________ to _____________


———————

KYTO BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

———————


FLORIDA

000-50390

65-1086538

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


B1-114  Belmont Avenue Toronto, Ontario Canada  M5R 1P8

(Address of Principal Executive Office) (Zip Code)


(416) 960-8790

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for 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.

X

 Yes

 

 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

 

Large accelerated filer

 

 

 

Accelerated filer

 

 

Non-accelerated filer

 

 

 

Smaller reporting company

X

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

 Yes

X

 No

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  

12,743,610 Common Shares - $0.0001 Par Value - as of August 8, 2008

 

 



  

1



  


KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)

INDEX


PART I.  FINANCIAL INFORMATION

PAGE NUMBER

 

 

Item 1.  Financial Statements (Unaudited)

 

 

 

Unaudited Consolidated Balance Sheet as of June 30, 2008

3

 

 

Unaudited Consolidated Statements of Operations for the Three Months ended June 30, 2008 and 2007

4

 

 

Unaudited Consolidated Statements of Cash Flows  for the Three Months ended June 30, 2007 and 2008

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.  Quantitative and Qualitative Disclosures About Market Risk (Not required for smaller reporting company.)

 

 

 

Item 4.  Controls and Procedures                                             

8

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1.  Legal Proceedings                                                   

10

 

 

Item 1A.  Risk Factors (Not required for smaller reporting company.)

 

 

 

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)
UNAUDITED CONSOLIDATED BALANCE SHEET
June 30, 2008

  

 

June 30,

 

 

March 31,

 

  

 

2008

 

 

2008

 

  

 

(unaudited)

 

 

(audited)

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

4,165

 

 

$

7,328

 

Prepaid expenses

 

 

3,333

 

 

 

45,686

 

Total Current Assets

 

 

7,498

 

 

 

53,014

 

  

 

 

 

 

 

 

 

 

Total Assets

 

$

7,498

 

 

$

53,014

 

  

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,858

 

 

$

17,552

 

Accrued liabilities - related party

 

 

20,000

 

 

 

10,000

 

Accrued interest payable - related party

 

 

47,377

 

 

 

45,199

 

Accrued interest payable - preferred convertible stock

 

 

5,920

 

 

 

-

 

Loan payable-related party

 

 

26,824

 

 

 

-

 

Note payable-related party

 

 

100,000

 

 

 

100,000

 

Total Current Liabilities

 

 

203,979

 

 

 

172,751

 

  

 

 

 

 

 

 

 

 

Total Liabilities

 

 

203,979

 

 

 

172,751

 

  

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred convertible stock, $1.00 par value, 1,000,000 shares

 

 

 

 

 

 

 

 

   authorized, 473,624 issued and outstanding

 

 

473,624

 

 

 

473,624

 

Common stock, $0.0001 par value, 25,000,000 shares

 

 

 

 

 

 

 

 

   authorized, 12,743,610  issued and outstanding

 

 

1,275

 

 

 

1,275

 

Additional paid-in capital

 

 

15,654,944

 

 

 

15,654,944

 

Deficit accumulated during development stage

 

 

(15,900,175

)

 

 

(15,831,573

)

Accumulated other comprehensive loss

 

 

(426,149

)

 

 

(418,007

)

  

 

 

(196,481

)

 

 

(119,737

)

  

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

 

(196,481

)

 

 

(119,737

)

  

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$

7,498

 

 

$

53,014

 

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

 

  

 

For The Three

 Months Ended

 

 

(inception)

to

 

  

 

June 30,

 

 

 

 

 

June 30,

 

  

 

2008

 

 

2007

 

 

2008

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Compensation

 

$

-

 

 

$

-

 

 

$

1,750,636

 

Depreciation and amortization

 

 

-

 

 

 

-

 

 

 

814,183

 

Consulting

 

 

11,000

 

 

 

12,264

 

 

 

9,757,329

 

Bad debt

 

 

-

 

 

 

-

 

 

 

12,819

 

Director fees

 

 

-

 

 

 

-

 

 

 

314,100

 

Financing fees

 

 

-

 

 

 

-

 

 

 

28,781

 

Professional fees

 

 

9,015

 

 

 

10,000

 

 

 

163,381

 

General and administrative

 

 

12,215

 

 

 

10,423

 

 

 

518,088

 

Research and development

 

 

36,369

 

 

 

27,641

 

 

 

1,338,047

 

Loss on debt conversion

 

 

-

 

 

 

-

 

 

 

519,795

 

Impairment loss

 

 

-

 

 

 

-

 

 

 

1,191,846

 

Total Operating Expenses

 

 

68,599

 

 

 

60,328

 

 

 

16,409,005

 

  

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

-

 

 

 

-

 

 

 

4,922

 

Interest expense

 

 

(8,098

)

 

 

(3,098

)

 

 

(70,994

)

Gain on debt forgiveness

 

 

-

 

 

 

-

 

 

 

78,665

 

Loss on disposal of equipment

 

 

-

 

 

 

-

 

 

 

(567

)

Foreign currency transaction gain

 

 

8,095

 

 

 

95,863

 

 

 

496,804

 

Total Other Income (Expense), net

 

 

(3

)

 

 

92,765

 

 

 

508,830

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$

(68,602

)

 

$

32,437

 

 

$

(15,900,175

)

  

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

(8,142

)

 

 

(96,056

)

 

 

(426,149

)

  

 

 

 

 

 

 

 

 

 

 

 

 

Total Comprehensive Loss

 

$

(76,744

)

 

$

(63,619

)

 

$

(16,326,324

)

  

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

   during the year - basic and diluted

 

 

12,743,610

 

 

 

12,080,203

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

 

$

(0.01

)

 

$

0.00

 

 

 

 

 

See Accompanying Notes to Unaudited Consolidated Financial Statements


 



  

4



  


KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS


  

  

 

 

 

 

 

 

 

March 5, 1999

 

  

  

 

Three Months Ended June 30,

 

 

(Inception) to

 

  

  

 

2008

 

 

2007

 

 

June 30, 2008

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(68,602

)

 

$

32,437

 

 

$

15,900,175

 

Adjustment to reconcile net loss to net cash provided by (used in)

 

 

 

 

 

 

 

 

 

 

 

 

  

operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

  

Depreciation and amortization

 

 

-

 

 

 

-

 

 

 

814,183

 

  

Recognition of services rendered by consultant

 

 

-

 

 

 

-

 

 

 

10,227,893

 

  

Stock based consulting expense

 

 

-

 

 

 

-

 

 

 

854,345

 

  

Stock based director fees

 

 

-

 

 

 

-

 

 

 

314,100

 

  

Stock based rent and administrative fees

 

 

-

 

 

 

-

 

 

 

167,028

 

  

Preferred convertible stock issued for interest due on outstanding preferred convertible stock

 

 

 

 

 

 

 

 

 

 

13,890

 

  

Common stock warrants issued as financing fee

 

 

-

 

 

 

-

 

 

 

3,783

 

  

Loss on disposal of equipment

 

 

-

 

 

 

-

 

 

 

567

 

  

Impairment loss

 

 

-

 

 

 

-

 

 

 

1,191,846

 

  

Gain on debt forgiveness

 

 

-

 

 

 

-

 

 

 

(9,837

)

  

Gain on settlement of accounts payable

 

 

-

 

 

 

-

 

 

 

(59,654

)

  

Loss on settlement of accounts payable

 

 

-

 

 

 

-

 

 

 

519,795

 

  

Amortization of stock based financing fee

 

 

-

 

 

 

-

 

 

 

25,010

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

  

(Increase) decrease in:

 

 

 

 

 

 

 

 

 

 

 

 

  

Other receivables

 

 

-

 

 

 

-

 

 

 

-

 

  

Prepaids and other assets

 

 

42,353

 

 

 

(41,912

)

 

 

(3,333

)

  

Increase (decrease) in:

 

 

 

 

 

 

 

 

 

 

 

 

  

Accounts payable and accrued expenses

 

 

(13,694

)

 

 

2,846

 

 

 

499,730

 

  

Accounts payable and accrued liabilities-related parties

 

 

18,098

 

 

 

(46,902

)

 

 

38,977

 

Net Cash Provided By (Used in) Operating Activities

 

 

(21,845

)

 

 

(53,531

)

 

 

(1,301,852

)

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  

 

 

-

 

 

 

382,734

 

 

 

-

 

  

  Proceeds from common stock issuance, net of offering cost

 

 

-

 

 

 

-

 

 

 

958,222

 

Loan proceeds from related parties, net

 

 

26,824

 

 

 

89,304

 

 

 

805,199

 

Repayment of loan to related parties

 

 

-

 

 

 

(322,734

)

 

 

(26,792

)

Net Cash Provided by Financing Activities

 

 

26,824

 

 

 

149,304

 

 

 

1,736,629

 

Effect of Exchange Rate on Cash

 

 

(8,142

)

 

 

(96,056

)

 

 

(426,149

)

Net Increase (decrease) in Cash and Cash Equivalents

 

 

(3,163

)

 

 

(283

)

 

 

4,165

 

Cash and Cash Equivalents at Beginning of Period

 

 

7,328

 

 

 

3,848

 

 

 

-

 

Cash and Cash Equivalents at End of Period

 

$

4,165

 

 

$

3,565

 

 

$

4,165

 

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

 

$

-

 

 

$

-

 

 

$

1,063,450

 

Stock issued for deferred consulting services

 

$

-

 

 

$

-

 

 

$

6,750,000

 

Conversion of liabilities to note payable

 

$

-

 

 

$

-

 

 

$

102,023

 

Stock issued for debt restructuring anti-dilution 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
June 30, 2008

(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, 2008 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 $196,481, a deficit accumulated during development stage of $15,900,175 and a stockholders' deficiency of $196,481 as of June 30, 2008. 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.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities

In June 2008, the Financial Accounting Standards Board (“FASB”) issued FSP Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF No. 03-6-1 on its consolidated financial position and results of operations.

Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock

In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF No. 07-5).  EITF No. 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions.  It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation.  EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008.  The Company is currently assessing the impact of EITF No. 07-5 on its consolidated financial position and results of operations.



  

6



  


NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS (continued)

Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion ( Including Partial Cash Settlement)

In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion.  The FSP requires issuers to account seperately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borriwing rate when interest cost is recognized.  The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations.  The FSP requires retrospective application to the terms of instruments as they existed for all periods presented.  The FSP is effective for the Company as of April 1, 2009 and early adoption is not permitted.  The Company is currently evaluating the potential impact of FSP APB No. 14-1 upon its consolidated financial statements.

The Hierarchy of Generally Accepted Accounting Principles

In May 2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS No.162).  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements.  SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles".  The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued Staff Position on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets”.  The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles.    The Company is currently evaluating the potential impact of FSP FAS No. 142-3 on its consolidated financial statements.

NOTE 4 – EQUITY

Convertible Preferred Shares

On May 24, 2007 the Company entered into an agreement with Credifinance Capital Corp, a related party, to issue up to 500,000 Convertible Preferred Stock at $1.00 per share. This agreement is on an installment basis. During the year ended March 31, 2008, the Company issued 459,734 Convertible Preferred Stock to Credifinance Capital Corp. for a total of $473,624 to satisfy a related party loan payable.  Convertible Preferred Stock may be converted into Common Shares at a price of $0.45 per Common Share for a period of two years. The Convertible Preferred Stock bears interest at a rate of 5% per annum.  Preferred convertible stock has the same voting rights as common stock.  Interest expense for the Convertible Preferred Stock was $13,890 for the year ended March 31, 2008 and has been paid through issuance of 13,890 additional shares of Convertible Preferred Stock. Interest expense on the Convertible Preferred Stock for the three months ended June 30, 2008 was $5,920.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

PLAN OF OPERATION

During the period ending June 30, 2008, the Company has continued to conduct 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 which is currently done by SUNY on utilizing the Vitamin B12 pathway provides for several strategies aimed at preventing the proliferation of cancer cells.  




  

7



  


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS (continued)

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 $36,369 for the three months ended June 30, 2008 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 provides assistance to the Company on an as-needed basis for and receives $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 an agreement with a related party (Credifinance Capital Corp) 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. As of June 30, 2008 473,624 preferred shares were issued.

.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 was subject to Helios raising successfully US$5MM. The transaction has been cancelled in May 2008 and the cost related to Kyto in relation to this transaction was C$10,000 for legal fees.

The report of our Independent Registered Public Accounting firm on our March 31, 2008 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.

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 June 30, 2008, $203,979 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 continue to provide operating loan funds to the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company.

ITEM 4.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, we have concluded that these disclosure controls and procedures are effective.



  

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REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of June 30, 2008. the company’s internal control over financial reporting is effective based on those criteria.



  

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PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

A claim against the Company has been commenced by SHI Consulting in the amount of $32,416 plus GST for damages resulting from a breach of contract and prejudgment and post judgment interest and costs.  The Company counterclaimed for $300,000 for breach of contract plus interest and costs.  The action is in preliminary stages.  The Company has not recorded a liability for this claim as management believes they will prevail.

ITEM 1A.  RISK FACTORS.

Not required for smaller reporting company.

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

 

  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 **

 

 

 

*

 

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-Q.

***

 

Previoulsy filed with Form S-8 on November 18, 2004.


 




 



  

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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)  

 

 

 

 

 

 

By:  

/s/ Georges Benarroch

 

 

Georges Benarroch

Acting President and Chief Executive Officer
And Acting Chief Executive Officer

 

 

Date:  August 12, 2008              




  

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