Company Quick10K Filing
Quick10K
Kyto Technology & Life Science
10-Q 2019-06-30 Quarter: 2019-06-30
10-K 2019-03-31 Annual: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-K 2018-03-31 Annual: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-K 2016-03-31 Annual: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-K 2015-03-31 Annual: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-K 2014-03-31 Annual: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2019-07-17 Shareholder Rights, Amend Bylaw, Other Events, Exhibits
8-K 2019-07-02 Shareholder Vote
8-K 2018-04-25 Amend Bylaw, Shareholder Vote, Other Events
WF Woori Bank 18,983
ELON Echelon 38
SEII Sharing Economy International 32
ZZLL ZZLL Information Technology 6
SYTE Enterprise Diversified 0
SFEF Santa Fe Financial 0
MREO Mirenco 0
CCPTV Cole Credit Property Trust V 0
AMHI Ameri Holdings 0
QVC QVC 0
KBPH 2019-06-30
Item 1. Financial Statements
Part I - Financial Information
Note 1 - Description of Business
Note 2 - Basis of Presentation and Significant Accounting Policies
Note 3 - Investments
Note 4 - Accounting Standards Updates
Note 5 -Related Party Transactions
Note 6- Equity
Note 7 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 f10q063019_ex31z1.htm
EX-31.2 f10q063019_ex31z2.htm
EX-32.1 f10q063019_ex32z1.htm
EX-32.2 f10q063019_ex32z2.htm

Kyto Technology & Life Science Earnings 2019-06-30

KBPH 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f10q063019_10q.htm FORM 10-Q QUARTERLY REPORT Form 10-Q Quarterly Report

 

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, 2019

 

or

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from: _____________ to _____________

 

KYTO TECHNOLOGY AND LIFE SCIENCE, 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.)

 

13050 Paloma Road, Los Altos Hills, CA 94022

(Address of Principal Executive Office) (Zip Code)

 

(408) 313 5830

(Registrant’s telephone number, including area code)

 

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files). [   ] Yes [X] 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.

 

5,836,832 Common Shares - $.01 Par Value - as of July 31, 2019

 

 


1


 

 

KYTO Technology and Life Science, Inc.

For the quarterly period ended June 30, 2019

 

INDEX

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

Condensed Balance Sheets as of June 30, 2019 (Unaudited) and March 31, 2019

 

3

 

 

Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2019 and 2018

 

4

 

 

Unaudited Condensed Statement of Stockholders’ Equity (Deficit) for the Three Months Ended June 30, 2019 and 2018

 

5

 

 

Unaudited Condensed Statements of Cash Flows for the Three Months Ended June 30, 2019 and 2018

 

6

 

 

Notes to Unaudited Condensed Financial Statements

 

7

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

13

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk.

 

14

Item 4.

 

Controls and Procedures.

 

14

 

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings.

 

15

Item 1A.

 

Risk Factors.

 

15

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds.

 

15

Item 3.

 

Defaults Upon Senior Securities.

 

15

Item 4.

 

Mine Safety Disclosures

 

15

Item 5.

 

Other Information

 

15

Item 6.

 

Exhibits

 

15

 

 

Signatures

 

17

 


2


 

 

ITEM 1. FINANCIAL STATEMENTS 

 

PART I - FINANCIAL INFORMATION

 

Kyto Technology and Life Science, Inc.

Condensed Balance Sheets

 

 

June 30,

 

March 31,

 

 

2019

 

2019

 

 

 

 

 

ASSETS

Current Assets

 

 

 

 

Cash

$

325,308

$

93,634

Receivables

 

1,000

 

1,000

Deferred fundraising expenses

 

124,013

 

-

Total Current Assets

 

450,321

 

94,634

 

 

 

 

 

Investments

 

1,821,545

 

1,498,048

 

 

 

 

 

Total Assets

$

2,271,866

$

1,592,682

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable & accrued liabilities

$

39,631

$

21,700

Accrued liabilities & loans - related party

 

5,000

 

7,250

Total Current Liabilities

 

44,631

 

28,950

 

 

 

 

 

Commitments and Contingencies

 

-

 

-

 

 

 

 

 

Stockholders' Equity

 

 

 

 

Preferred stock authorized but not designated, $.01 par value,

 

 

 

 

25,800,000 shares, none issued and outstanding as

 

 

 

 

of June 30, 2019 and March 31, 2019

 

-

 

-

Series A preferred convertible stock, $.01 par value, 4,200,000 shares

 

 

 

 

authorized, 3,693,750 and 2,612,500 issued and outstanding as of

 

 

 

 

June 30, 2019 and March 31, 2019, respectively

 

36,938

 

26,125

Series B preferred convertible stock, $.01 par value,

 

 

 

 

none authorized, issued and outstanding as

 

 

 

 

of June 30, 2019; 1,500,000 authorized, 0 issued or

 

-

 

-

outstanding as of March 31, 2019

 

 

 

 

Common stock, $0.01 par value, 40,000,000 shares

 

 

 

 

authorized, 5,836,832 issued and outstanding as of

 

 

 

 

June 30, 2019 and March 31 2019, respectively

 

58,368

 

58,368

Additional paid-in capital

 

34,944,380

 

34,090,092

Accumulated deficit

 

(32,812,451)

 

(32,610,853)

Total Stockholders' Equity

 

2,227,235

 

1,563,732

 

 

 

 

 

Total Liabilities and Stockholders' Equity

$

2,271,866

$

1,592,682

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


3


 

 

Kyto Technology and Life Science, Inc.

Condensed Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

For the Three Months

Ended June 30,

 

 

 

 

2019

 

2018

Revenue from sale of services

$

3,250

$

-

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

General and administrative

 

204,848

 

35,841

Total Operating Expenses

 

204,848

 

35,841

 

 

 

 

 

 

 

Loss from Operations

 

(201,598)

 

(35,841)

 

 

 

 

 

 

 

 

Interest expense, net

 

-

 

-

Net Loss before taxes

 

(201,598)

 

(35,841)

 

 

 

 

 

 

 

 

 

Net income (tax) benefit

 

-

 

-

Net Loss

$

(201,598)

$

(35,841)

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

basic and diluted

 

5,836,832

 

5,027,703

 

 

 

 

 

 

 

Net loss per share - basic and diluted

$

(0.03)

$

(0.01)

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 


4


 

Kyto Technology and Life Science, Inc.

Condensed Statements of Shareholders' Equity

 

  

Preferred

A

Stock #

 

Preferred

A

Stock

Amount

 

Preferred

B

Stock #

 

Preferred

B

Stock

Amount

 

Common

Stock #

 

Common

Stock

Amount

 

Additional

Paid-in

Capital

 

Accumulated

Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2018

-

$

-

 

-

$

-

 

3,139,747

$

31,397

$

32,032,393

$

(32,380,746)

$

(316,956)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) for the three months ended June 30, 2018

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(35,841)

 

(35,841)

 

Sale of Series A preferred stock at $0.80 per share

750,000

 

7,500

 

-

 

-

 

-

 

-

 

592,500

 

-

 

600,000

 

Series A Preferred stock issued for conversion of related party debt

400,000

 

4,000

 

-

 

-

 

-

 

-

 

316,000

 

-

 

320,000

 

Exercise of options for common stock at $.006 per share

-

 

-

 

-

 

-

 

1,887,956

 

18,880

 

(7,552)

 

-

 

11,328

 

Compensation expense on stock options

-

 

-

 

-

 

-

 

-

 

-

 

3,551

 

-

 

3,551

 

Balance, June 30, 2018

1,150,000

$

11,500

 

-

$

-

 

5,027,703

$

50,277

$

32,936,892

$

(32,416,587)

$

582,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred

A

Stock #

 

Preferred

A

Stock

Amount

 

Preferred

B

Stock #

 

Preferred

B

Stock

Amount

 

Common

Stock #

 

Common

Stock

Amount

 

Additional

Paid-in

Capital

 

Accumulated

Deficit

 

Total

 

Balance, March 31, 2019

2,612,500

$

26,125

 

-

$

-

 

5,836,832

$

58,368

$

34,090,092

$

(32,610,853)

 

1,563,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) for the three months ended June 30, 2019

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(201,598)

 

(201,598)

 

Sale of Series A preferred stock at $0.80 per share

1,081,250

 

10,813

 

-

 

-

 

-

 

-

 

854,187

 

-

 

865,000

 

Compensation expense on stock options

-

 

-

 

-

 

-

 

-

 

-

 

101

 

-

 

101

 

Balance, June 30, 2019

3,693,750

$

36,938

 

-

$

-

 

5,836,832

$

58,368

$

34,944,380

$

(32,812,451)

$

2,227,235

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


5


 

 

Kyto Technology and Life Science, Inc.

Condensed Statements of Cash Flows

 

 

 

 

 

For the three

months ended

 

For the three

months ended

 

 

 

 

June 30, 2019

 

June 30, 2018

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

 

Net loss

$

(201,598)

$

(35,841)

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

Loss on conversion of related party debt

 

-

 

5,099

 

 

Option compensation expense

 

101

 

3,551

 

 

 

 

 

 

 

 

Increase / (decrease) in operating assets and liabilities

 

 

 

 

 

 

Prepaid & other current assets

 

-

 

7,500

 

 

Deferred fundraising expenses

 

(124,013)

 

-

 

 

Accounts payable and accrued liabilities

 

17,931

 

2,088

 

Total cash (used in) operating activities

 

(307,579)

 

(17,603)

 

 

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchase of equity investments

 

(323,497)

 

(387,000)

 

Total cash (used in) investing activities

 

(323,497)

 

(387,000)

 

 

 

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from sales of preferred stock

 

865,000

 

600,000

 

 

Proceeds from exercise of options for common stock

 

-

 

11,328

 

 

Advances from related party

 

(2,250)

 

3,521

 

Total cash provided by financing activities

 

862,750

 

614,849

 

 

 

 

 

 

 

Net increase in cash

 

231,674

 

210,246

 

 

 

 

 

 

 

Cash at beginning of period

 

93,634

 

4

Cash at end of period

$

325,308

$

210,250

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Interest Paid

$

-

$

-

 

 

Taxes Paid

$

800

$

-

 

 

 

 

 

 

 

Non Cash Financing and Investing Activities

 

 

 

 

 

 

Preferred shares issued for conversion of related party debt

$

-

$

320,000

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.


6


 

 

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 1 – DESCRIPTION OF BUSINESS

 

Kyto Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999 under the name of B12 Inc. In August, 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc.

 

The Company was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other autoimmune diseases and had been looking at a number of strategies to become active. In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have committed to invest, and does not invest more than $250,000 in any single investment. The Company plans to generate revenue from two sources: (i) the sale of advisory services to its target investments and (ii) realised gains from the sale of the businesses in which it has invested. Generally, it is expected that investments will be realised from an exit within a period of four years following investment.

 

The Company has no regular employees, full-time or part-time. The chief executive officer of Kyto Technology and Life Science, Inc. is acting as a consultant to the Company and does not receive compensation.

 

The Company has created a portfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments. Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. The Company currently has $325,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of October 2019. The average monthly expenses for the year ended March 31, 2019 were $22,000 per month so the Company has sufficient cash to fund its operations for the remainder of its financial year ended March 31, 2020 if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and ensure the success of the Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In the event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly. While there is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations.

 

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited condensed financial statements of Kyto Technology and Life Science, Inc. (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading. These interim unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's March 31, 2019 Annual Report as filed on Form 10K. In the opinion of management, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company with respect to the interim unaudited condensed financial statements and the results of its operations for the interim period ended June 30, 2019, have been included. The results of operations for interim periods are not necessarily indicative of the results for a full year.

 

REVENUE RECOGNITION

 

The Company derives revenue from two sources: proceeds from the sale of investments and fees earned from the provision of financial advisory services to portfolio investment companies. As a minority, early-stage investor, the Company does not have the ability to manage the timing or acceptance of liquidity events that will realize its investments, nor the ability to predict when they may happen, although as a guideline, it would expect such events to occur around four years after its investments are made. The Company will book the revenue from investment activities upon completion of sale and receipt of net proceeds, after deducting related transaction expenses. The Company does not recognize any revenue from unrealized gains. The Company is in regular contact with the management of its portfolio investment companies and, from time to time, provides investment advice on a meeting or project basis under its advisory agreements. The services are invoiced, and the revenue recognized, upon completion.


7


 

 

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

USE OF ESTIMATES

 

In preparing financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period presented. Actual results may differ from these estimates.

 

Significant estimates during 2018 and 2019 include, the valuation of stock options and warrants.

 

CASH AND CASH EQUIVALENTS

 

The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents at June 30, 2019 and March 31, 2019, respectively.

 

CONCENTRATIONS

 

The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of June 30, 2019, the Company deposits were approximately $75,000 in excess of federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2019 and March 31, 2019, respectively.

 

NET LOSS PER COMMON SHARE

 

In accordance with Statement of Financial Accounting Standards Accounting Standard Codification Topic 260, "Earnings per Share", basic earnings per share is computed by dividing the net income less preferred dividends for the period by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing net income less preferred dividends by the weighted average number of common shares outstanding including the effect of common stock equivalents. Common stock equivalents, consisting of stock options and warrants, have not been included in the calculation, as their effect is anti-dilutive for the periods presented. 

 

STOCK-BASED COMPENSATION

 

Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Stock Compensation” requires generally that all equity awards granted to employees be accounted for at “fair value.” This fair value is measured at grant date for stock settled awards, and at subsequent exercise or settlement for cash-settled awards. Under this method, the Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using the Black Scholes options pricing model. The Company did not grant any options or warrants prior to March 31, 2018.

 

INCOME TAXES

 

The Company accounts for income taxes under the Financial Accounting Standards Accounting Standard Codification Topic 740 "Accounting for Income Taxes" ("Topic 740"). Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date.

 

INVESTMENTS

 

The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Management’s estimated valuation.


8


 

 

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures”, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that require the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 

Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities

 

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data

 

Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

DEFERRED FUNDRAISING EXPENSES

 

The Company commenced a plan to raise a Series B Preferred round of equity to fund its ongoing investment program and cost of operations. Typically, it expects that this plan, from start to finish may take from six to nine months and in order to match the cost and benefits of this process, the Company has adopted a policy of capitalizing direct expenses incurred in the course of fund raising with the intention of netting accumulated expenses against proceeds from sale of equity, and reporting the net funds raised at the close. Direct expenses include legal fees, investor relations fees, investor roadshows and meeting expenses, and related filing and printing fees.

 

NOTE 3 – INVESTMENTS

 

The Company carries investments at the lower of cost or fair market value. These investments are accounted for as cost method investments in accordance with ASC 325 as we own less than 20% of the voting securities and do not have the ability to exercise significant influence over operating and financial policies of the entities. The Company reviews the performance of the underlying investments to determine their current and future potential value and liquidity. In the event that Management considers the value of an investment to be impaired, the carrying value of the investment will be written down by an impairment charge to reflect Management’s estimated valuation. During the three months ended June 30, 2019, the Company made an aggregate investment of $323,497 in four separate early stage companies. In no case was there any financial or management control over the investment targets, and the ownership interest was below 15%. Accordingly, the Company carries these investments at cost and reviews results and expectations of target companies with target management on at least a quarterly basis to determine if there is any impairment in value, in which case the carrying value of the investment would be revalued. Management reviewed all investments in the quarter ended June 30, 2019 and there were no adjustments made for impairment.

 

NOTE 4 - ACCOUNTING STANDARDS UPDATES

 

Significant Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed financial statements.


9


 

 

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 5 –RELATED PARTY TRANSACTIONS

 

Directors fees are also included in accrued liabilities – related parties. Directors fees for the years ended March 31, 2019 and 2018 were $0 and $24,000, respectively, and were included in general and administrative expense in the accompanying statements of operations. At March 31, 2019 and 2018, the Company had accrued and owed $2,250 and $0, respectively, to Paul Russo for car and telephone allowance. At June 30, 2019 and March 31, 2019, the Company had accrued and owed $5,000 and $7,250, respectively to officers of the Company for consulting fees and expenses.

 

The Company now operates virtually, and from public locations, and no longer leases any office space from related parties.

 

NOTE 6– EQUITY

 

(A)PREFERRED STOCK 

 

As of June 30, 2019 and March 31, 2019, there are 4,200,000 shares of Series A preferred stock (“Series A”) authorized at a par value of $.01 per share. The Company has 3,693,750 and 2,612,500 shares of Series A outstanding at June 30, 2019 and March 31, 2019, respectively as a result of the sale of investment Units at $0.80 per Unit in a private placement to accredited investors. The Units consist of one Series A share and one warrant per Unit. The Series A can either be converted into Common Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of the Series A shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to two times (2x) their original purchase price plus any declared but unpaid dividends (the Liquidation Preference). All share issuances and obligations are recognized on the books and stock register, however, as at the date of this report certificates have not been delivered as a result of administrative delays in transferring to the Company’s selected stock transfer agent. On March 26, 2019 the Board approved resolutions to increase the authorized share capital from 2 million to 4 million Series A Preferred Shares, and the number of units to be sold in the private placement from 3 million to 4 million, subject to demand and investment requirements as determined from time to time by the Board.

 

Subsequent to June 30, 2019, in readiness for the intended Series B fund raising round, the Company has conducted a proxy vote of shareholders which approved (i) a change of state of incorporation from Florida to Delaware, (ii) amended authorized share capital to 40 million common shares and 30 million preferred shares and (iii) amended the par value of all classes of shares to $0.01 per share. The effective date of this reorganization is July 8, 2019. The impact of these changes has been reflected in both current and prior year financial statements and the related notes to these financial statements.

 

(B)COMMON STOCK 

 

The Company has authorized 40,000,000 shares of common stock at a par value of $0.01 per share. As of June 30, 2019, and March 31, 2019 a total of 5,836,832 shares of the Company’s common stock were issued and outstanding.

 

(C)PRIVATE PLACEMENT 

 

In April 2018, in a non-brokered private placement, the Company offered accredited investors an opportunity to purchase a minimum of 875,000 and maximum of 1,500,000 Units. These Units consist of one Series A (convertible into one common share) and one warrant (exercisable into one common share at $1.20 per share for a period of three years). The Preferred Shares can be converted into Common Shares upon listing of the Company on NASDAQ, or redeemed for $1.60 per share. In the event of any liquidation or winding up of the Company, the holders of preferred shares shall be entitled to receive in preference to the holders of Common Shares a per share amount equal to (2x) the Original Purchase price plus any declared but unpaid dividends (“Liquidation preference”). The Units are priced at $0.80 per unit. Subsequently the limit of Unit sales was increased to four million units.

 

In April 2018, a total of $320,000 of related party loans and accrued liabilities were converted into Units consisting of 400,000 shares of Series A, and 400,000 Warrants to purchase common stock at $1.20 per share. Additionally, since April 2018, the Company has sold 3,293,750 investment units to accredited investors in a private placement for $2,635,000 in cash.


10


 

 

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 6– EQUITY (CONTINUED)

 

(D)STOCK OPTIONS 

 

In April 2018, the Company approved the introduction of the Kyto Technology and Life Science, Inc. Incentive Stock Option Plan for the benefit of employees, consultants and directors, with the objective of securing the benefit of services for stock options rather than cash salaries. In the nine months ended December 31, 2018, the Company granted a total of 2,697,085 options at an exercise price of $0.006 per share. On May 18, 2018, 1,887,956 options vested upon the initial closing of the private placement and were exercised for $11,328. The remaining balance of 809,129 options became become fully vested upon the final close 1,500,000 units sold in the private placement.

 

 

Number of

options

Weighted

average

exercise

price

Weighted

average

remaining

life in years

Outstanding March 31, 2018

-

$       -

-

Granted

2,697,085

$ 0.00

1.00

Exercised

(2,697,085)

$ 0.00

1.00

Cancelled

-

$ 0.00

-

Outstanding March 31, 2019

-

$ 0.00

-

Granted

-

$ 0.00

-

Exercised

-

$ 0.00

-

Cancelled

-

$ 0.00

-

Outstanding June 30, 2019

-

$ 0.00

-

 

 

 

 

Exercisable June 30, 2019

-

$      -

-

 

 

 

 

In connection with the grant of stock options the Company recognises the value of the related option expense using the Black Scholes model, with appropriate assumptions for option life, stock value, risk free interest rate, volatility, and cancellations.

 

Stock Price at grant date

$0.006

Exercise Price

$0.006

Term in Years

1.00

Volatility assumed

73%

Annual dividend rate

0.0%

Risk free discount rate

1.79%

 

There were no option grants in the three months ended June 30, 2019.

 

The compensation expense calculated at time of grant is amortised over the vesting period for the options granted. During the three months ended June 30, 2019 and 2018, the Company amortised $101 and $3,551, respectively, as option expense.

 

(E)WARRANTS  

 

In conjunction with the sale of stock Units, the Company issued 3,693,750 warrants to purchase common stock at a price of $1.20 per share for a period of three years. The Company values the warrants using the Black Scholes model, with appropriate assumptions for warrant life, stock value, risk free interest rate, and volatility.


11


 

 

KYTO TECHNOLOGY AND LIFE SCIENCE INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2019

 

NOTE 6– EQUITY (CONTINUED)

 

 

Number of

warrants

Weighted

average

exercise

price

Outstanding March 31, 2018

-

$       -

Granted

2,612,500

$ 1.20

Exercised

-

$ 0.00

Cancelled

-

$ 0.00

Outstanding March 31, 2019

2,612,500

$ 1.20

Granted

1,081,250

$ 1.20

Exercised

-

$ 0.00

Cancelled

-

$ 0.00

Outstanding June 30, 2019

3,693,750

$ 1.20

 

 

 

Exercisable June 30, 2019

3,693,750

 

 

The assumptions used for warrants granted in the three months ended June 30, 2019 were as follows:

 

Stock Price at Valuation

$0.006

Exercise Price

$1.20

Term in Years

3.00

Volatility assumed

73.0%

Annual dividend rate

0.0%

Risk free discount rate

1.79%

 

At June 30, 2019 the value of the warrants was $0 as the Company did not bifurcate the value of Series A and warrants within the Units sold. The weighted average remaining life of the warrants at June 30, 2019 was 2.36 years.

 

NOTE 7 - SUBSEQUENT EVENTS

 

Subsequent to June 30, 2019, in readiness for the intended Series B fund raising round, the Company has conducted a proxy vote of shareholders which approved (i) a change of state of incorporation from Florida to Delaware, (ii) amended authorized share capital to 40 million common shares and 30 million preferred shares and (iii) amended the par value of all classes of shares to $0.01 per share. The effective date of this reorganization is July 8, 2019. The impact of these changes has been reflected in both current and prior year financial statements and the related notes thereto.  

 

As at July 26, the Company had sold an additional $80,000 of Series A stock units to accredited investors and invested a total of $60,000 in two new investment opportunities.


12


 

 

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

 

PLAN OF OPERATIONS

 

Kyto Technology and Life Science, Inc. was formed as a Florida corporation on March 5, 1999 under the name of B12 Inc. In August, 2002, the Company changed its name from B Twelve, Inc. to Kyto BioPharma Inc. and in May 2018, the name was changed again to Kyto Technology and Life Science, Inc.

 

The Company was originally formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other autoimmune diseases and had been looking at a number of strategies to become active. In April, 2018, the Board adopted a new business plan focused on the development of early stage technology and life science businesses through early stage investment funding. The Company has recruited a number of experienced investment consultants from a network that includes angel investors, corporate managers, and successful entrepreneurs across a number of technology and life science products and markets and relies on input from these advisors in conducting due diligence and making investment decisions. In order to offset the risk in early stage investing, the Company works with angel investment groups and participates only after these groups have committed to invest, and does not invest more than $250,000 in any single investment. The Company plans to generate revenue from two sources: (i) the sale of advisory services to its target investments and (ii) realised gains from the sale of the businesses in which it has invested. Generally, it is expected that investments will be realised from an exit within a period of four years following investment.

 

The Company has no regular employees, full-time or part-time. The chief executive officer of Kyto Technology and Life Science, Inc. is acting as a consultant to the Company and does not receive compensation.

 

The Company has created a portfolio of minority investments in early-stage start-up companies and derives its revenue opportunity from the sale of those investments. Such sales are outside its control and depend on M&A transactions which may result in cash or equity proceeds. Accordingly, it is difficult to forecast revenue, net income, and cash flow. The Company currently has $325,000 in the bank and is now actively marketing the first $3 million tranche of a Series B round with a target close date of October 2019. The average monthly expenses for the year ended March 31, 2019 were $22,000 per month so the Company has sufficient cash to fund its operations for the remainder of its financial year ended March 31, 2020 if it simply manages its existing investments. However it plans to ramp up monthly expenditure to market and ensure the success of the Series B round, whereupon, if successful it will have sufficient funding for further investments and ongoing operations. In the event that the Series B close is delayed, management has the ability to slow down expenditure and defer future investment opportunities to balance its cash flow accordingly. While there is a degree of uncertainty in this business model, the Company has two viable alternative options to ensure continuity of liquidity and ongoing operations.

 

Results of Operations

 

Revenue: In the three months ended June 30, 2018, the Company billed $3,250 for management advisory services provided to its investment portfolio companies.

 

General and Administration Expenses: General and administration expenses include professional fees incurred in the course of SEC filing and compliance, and travel and conference fees associated with fund raising and review of investment deal-flow.

 

The Company deferred $124,013 in expenditures incurred in the three months ended June 30, 2019 that related specifically to the cost of the Series B fundraising including legal and accounting fees, investor relations, and investor meetings.

 

For the three months ended June 30, 2019 and 2018, the Company’s net loss was $201,598 and $35,841, respectively. Expenses for the three months ended June 30, 2019 included $160,000 in executive bonus.

 

Liquidity and Capital Resources

 

The Company had working capital of $405,690 and $65,684 at June 30, 2019 and March 31, 2019, respectively. Cash was $325,308 and $93,634 as at June 30, 2019 and March 31, 2019, respectively.

 

Cash from operating activities

 

The Company used net cash of $307,579 in operations during the three months ended June 30, 2019 compared to net cash of $17,603 used by operations for the three months ended June 30, 2018.


13


 

 

Cash from investing activities

 

The Company used net cash of $323,497 in investing activities in the three months ended June 30, 2019 compared to $387,000 in the three months ended June 30, 2018.

 

Cash from financing activities

 

The Company had a net cash inflow from financing activities of $862,750 in the three months ended June 30, 2019 compared to $614,849 in the three months ended June 30, 2018. This inflow included $865,000 proceeds from the sale of preferred stock in the three months ended June 30, 2019 compared to $600,000 in the corresponding prior period. Additionally, the Company raised $11,328 from the exercise of stock options in the three months ended June 30, 2018 compared to $0 in the three months ended June 30, 2019. The Company also generated $3,521 of advances from related parties in the three months ended June 30, 2018, and paid back $2,250 in the three months ended June 30, 2019.

 

The Company’s plan of operations for the next twelve months is to continue to focus its efforts on finding new sources of capital by means of private placements and to use this funding to fund additional investments as they become available, and to cover operating expenses.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  

 

Not required for smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES  

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our chief executive officer/chief financial officer (principal financial officer) as appropriate, to allow timely decisions regarding required disclosure. During the quarter ended June 30, 2019 we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of June 30, 2019. Notwithstanding this conclusion, we believe that our unaudited condensed financial statements contained in this Quarterly Report fairly present our financial position, results of operations and cash flows for the periods covered thereby in all material respects.

 

Limitations on Effectiveness of Controls and Procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer (principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Internal Controls over Financial Reporting

 

During the quarter ended June 30, 2019, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.


14


 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS  

 

None

 

ITEM 1A. RISK FACTORS.  

 

Not required for smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  

 

The Corporation has offered up to 4,200,000 Preferred Units to accredited investors under Rule 506 of Regulation D of the Securities Act 1933. Each Unit consists of (i) 1 of the Corporation's Class A Preferred Shares convertible into 1 of the Corporation's Common Shares and (ii) 1 Warrant exercisable into 1 of the Corporation's Common Shares at an exercise price of $1.20 per Share for a period of three (3) years from issuance. The offering will close on the earlier of sale of all 4,200,000 Units, or such extended date or amount as may be approved by the Board from time to time. As of the filing date, the Corporation had accepted subscriptions for a total of 3,693,750 Units and is continuing to offer Units for sale to accredited investors. The Corporation has submitted a Form D filing to the United States Securities and Exchange Commission for this Offering. The Company will use the net proceeds for investment purposes and operating expenses.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES  

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES  

 

None

 

ITEM 5. OTHER INFORMATION  

 

None

 

ITEM 6. EXHIBITS  

 

Index to Exhibits on page 13


15


 

 

INDEX TO EXHIBITS

 

EXHIBIT NUMBER

 

DESCRIPTION

3(i)(a)

 

Articles of Incorporation of Kyto Technology and Life Science, Inc.*

 

 

 

3(i)(b)

 

Articles of Amendment changing name to Kyto Technology and Life Science, Inc.*

 

 

 

3(ii)

 

Bylaws of Kyto Technology and Life Science, Inc.*

 

 

 

31.1

 

Section 302 Certification of principal executive officer.**

 

 

 

31.2

 

Section 302 Certification of principal financial and accounting officer.**

 

 

 

32.1

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

 

 

 

32.2

 

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.  


16


 

 

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 Technology and Life Science, Inc.

 

By:

/s/ Paul Russo

 

Paul Russo

Chief Executive Officer, principal executive officer,

 

 

 

Date: July 31, 2019

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 Technology and Life Science, Inc.

 

By:

/s/ Simon Westbrook

 

Simon Westbrook

Principal financial and accounting officer

 

 

Date: July 31, 2019


17