UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K





☑· 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the
Fiscal Year Ended March 31,
2017


OR





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





KYTO BIOPHARMA INC.(Exact
name of registrant as specified in its charter)





FLORIDA

65-1086538(State
or Other Jurisdiction of Incorporation or
Organization)

(I.R.S.
Employer Identification Number)





500 Australian Avenue S. Suite 600
West Palm Beach, Florida 33401

M5R 1P8(Address
of Principal Executive Offices)

(Zip
Code)





Registrant's
telephone number, including area code (416) 960-8790





Securities
registered pursuant to Section 12(g) of the Act:





COMMON STOCK, $0.0001 PAR VALUE


(Title
of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes 
☐  No   ☑





Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes 
☐  No   ☑





Check
whether the issuer  (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, and (2) has been subject to
such filing requirements for the past 90 days. Yes 
☑  No   ☐





Check
if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ☐





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
☑





Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes ☐ 
    No   ☑





The
aggregate market value of the voting common stock held by
non-affiliates of the Registrant on September 30, 2016, was
approximately $13,327,942.





The
Registrant had 3,139,747
shares of common stock, $0.0001 par value per share, outstanding on
June 29, 2017














TABLE OF CONTENTS


FORM 10-K


FOR FISCAL YEAR ENDED MARCH 31, 2017





PagePART IITEM
1.
Business


3ITEM
2.
Properties


4ITEM
3.
Legal
Proceedings


4ITEM
4.
Mine
Safety Disclosure


4PART IIITEM
5.
Market
for Registrants Common Equity and Related Stockholder
Matters


5ITEM
6
Selected
Financial Data


6ITEM
7.
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation


7ITEM
8.
Financial
Statements and Supplementary Data


8ITEM
9.
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure


9ITEM
9A.
Controls
and Procedures


9ITEM
9B
Other
Information


10PART IIIITEM
10.
Directors,
Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act


11ITEM
11.
Executive
Compensation


12ITEM
12.
Security
Ownership of Certain Beneficial Owners and Management


13ITEM
13.
Certain
Relationships and Related Transactions


14ITEM
14.
Principal
Accountant Fees and Services


14PART IVITEM
15.
Exhibits
and Financial Statement Schedules Signatures


15





2





PART I





ITEM 1.  BUSINESS





(A)
BUSINESS DEVELOPMENT





Kyto
Biopharma, Inc. was originally formed under the name of B. Twelve,
Inc., a Florida corporation, filed with the Department of State on
March 5, 1999.





On
April 27, 1999, the Company filed an amendment to its Articles of
Incorporation, increasing its authorized capital stock from 1,000
shares of common stock with a Par Value of $1.00 per share, to
25,000,000 shares of common stock with a Par Value of $1.00 per
share and 1,000,000 shares of preferred stock, also with a Par
Value of $1.00 per share.





In
August, 2001, the Company filed an amendment to its Articles of
Incorporation, changing the Par Value of its common stock from
$1.00 per share to $0.0001 Par Value per share.





On
August 14, 2002, the Company filed an amendment to its Articles of
Incorporation, changing the name to KYTO BIOPHARMA,
INC.





The
Company filed a Uniform Business Report (UBR) with the Department
of State, State of Florida, for the year 2008 and paid all required
fees. Its status is active.





The
Company is currently not in the development stage and was in
“development stage” till June 30, 2011.





On
September 24, 2015 a submission on Florida Section 607.0704 of the
Florida Business Corporation Act was sent to the Company. Pursuant
to this Section it is possible for shareholders owning a majority
of the outstanding stock of the Company to take an action without
the requirement of a meeting.





The
action taken by the majority shareholders was taken for the purpose
of increasing the share price which could generate interest in the
Company by investors and provide business opportunities. The action
then adopted a reverse stock split in the amount of a one (1) for
ten (10) of our issued and outstanding shares of common stock. By
way of explanation, a reverse stock split is a process whereby a
company decreases the number of company shares that are available
and increases the price per share by combining the current shares
into fewer shares. The reverse split does not change the number of
authorized shares of common stock. Each stockholder will hold the
same percentage of our outstanding common stock immediately
following the reverse stock split as she or he did immediately
prior to the reverse stock split, except for adjustments required
to the treatment of fractional shares.





It
should be pointed out that the Company sees no dissenters’
rights with respect to the reverse stock split, and we do not
intend to independently provide shareholders with such
rights.





As a
result of the reverse stock split, every 10 shares of the Company's
issued and outstanding common stock automatically combined into one
issued and outstanding share of common stock. Unless otherwise
noted, impacted amounts and share information included in the
financial statements and notes thereto have been retroactively
adjusted for the stock split as if such stock split occurred on the
first day of the first period presented.





(2) Employees





The
Company has no employees, full-time or part-time. The President of
Kyto Biopharma, Inc. is acting as consultant to the Company and
does not receive compensation.





3





B)
REPORTS TO SECURITY HOLDERS





The
Bylaws of Kyto Biopharma, Inc. are silent regarding an annual
report to shareholders. Kyto Biopharma, Inc. is a reporting company
and files reports with the U.S. Securities and Exchange Commission
(SEC). The Company is required to file quarterly reports (Form
10-Q) and an annual report (Form 10-K) with the SEC. The annual
report includes audited financial statements.





Any
materials that the Company filed with the Securities and Exchange
Commission may be read and copied at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Further,
you may obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SECD-0330. The Company is
an electronic filer and the SEC maintains an Internet site that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the
Commission. That site is http://www.sec.gov.





ITEM 2.  DESCRIPTION OF PROPERTY





The
Company occupies office space on a month-to-month basis and
therefore has no leasehold interest. The Company pays a fee to
Cominidus Finance Inc., a related party, at the rate of
approximately $10,000 quarterly, which includes rent and certain
administrative services, such as bookkeeping, copying and printing,
courier services, and telephone.





The
Company owns no investments.





ITEM 3.  LEGAL PROCEEDINGS





There
is no litigation of any type whatsoever pending or threatened by or
against the Company, its officers and directors.





ITEM 4.  MINE SAFETY DISCLOSURES





Not
Applicable








4





PART II





ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





The
following discussions should be read in conjunction with the
financial statements and related notes which are included in this
Form 10-K for the year ending March 31, 2017. Statements made below
which are not historical facts are forward-looking statements.
Forward-looking statements involve a number of risks and
uncertainties including, but not limited to, general economic
conditions and our ability to develop our products. For further
information regarding our business, competition and risk factors,
refer to this Company's Form 10-K filed with the U.S. Securities
Exchange Commission.





(A)
MARKET INFORMATION





As of
February 23, 2011, our stock quotation coverage moved from the
FINRA operated OTC Bulletin Board to the OTC Markets Group, Inc.'s
OTCQB under the same symbol "KBPH."





In
September, 2009, the Financial Industry Regulatory Authority
(FINRA), which owns and operates the Over-the-Counter Bulletin
Board (OTCBB), announced that it wished to divest itself of the
ownership and operation of the OTCBB and intended to sell to an
independent third party the OTCBB.com web site, URL, and
reservation rights, certain OTCBB.com content; and the OTCBB
trademark. Given the uncertainty of the fate of the FINRA operated
OTCBB, there has been a large migration of market makers from the
OTCBB quotation system to the OTC Link quotation
system.





Our
common stock had traded on the OTC Bulletin Board(R), or OTCBB,
since August 04, 2005. The Company's common stock is quoted on the
Electronic Bulletin Board of the OTC market, under the trading
symbol KBPH. The following table sets forth, for the calendar
quarters indicated, the high and low closing prices for our common
stock as reported by OTCBB for fiscal years ended March 31, 2017
and 2016. The quotations reflect inter-dealer prices, without
retail mark-up, mark-down, or commission and may not represent
actual transactions. The market for the common stock has been
sporadic and there have been long periods during which there were
few, if any, transactions in the common stock and no reported
quotations. Accordingly, reliance should not be placed on the
quotes listed below, as the trades and depth of the market may be
limited, and therefore, such quotes may not be a true indication of
the current market value of the Company's common
stock.





Common
StockHigh
LowFiscal Year Ended
March 31, 2017First
quarter
$5.00
$3.00Second
quarter
3.00
3.00Third
quarter
3.00
2.48Fourth
quarter
2.48
2.40Fiscal Year Ended
March 31, 2016First
quarter
$11.00
$10.00Second
quarter
10.00
9.50Third
quarter
9.50
5.00Fourth
quarter
5.00
5.00





There
were 3,139,747 shares of common stock outstanding as of the end of
the fiscal year ended March 31, 2017.





(B)
HOLDERS





According
to information provided to us by the transfer agent for our shares
of Common Stock, as of March 31, 2017, there were 17 holders of
record of the shares of Common Stock, including depositories. Based
upon information we have received from some of these record owners,
we believe there are more than 150 beneficial holders of our shares
of Common Stock.


5





(C)
DIVIDENDS





The
Company has not paid any dividends to date and has no plans to do
so in the foreseeable future.





(D)
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS.





None





ITEM 6.  SELECTED FINANCIAL DATA





Earnings per share for each of the fiscal years shown below are
based on the weighted average number of shares
outstanding.





March
31,
2017
March
31,
2016Net
Loss
$(93,929)
$(90,378)Loss Per
Share
$(0.03)
$(0.03)Total
assets
$-
$32Total
liabilities
$226,129
$132,232








6





ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATION





(A)
PLAN OF OPERATION





The
Company had not been profitable and had no revenues from operations
since its inception in March 1999. As reflected in the accompanying
audited financial statements, in 2017 the company had, a net loss
of $93,929 a working capital deficiency of $226,129, a
stockholders' deficiency of $226,129, and accumulated deficit of
$32,289,919 at March 31, 2017. These factors raise substantial
doubt about its ability to continue as a going
concern.


Our
ability to continue as a going concern will be determined by our
ability to obtain additional financing and maintain operations.
Currently we do not 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.





(B) LIQUIDITY AND CAPITAL RESOURCES





The
Company had working capital deficit of $226,129 and $132,000 as of
March 31, 2017 and 2016 respectively. Cash were $0 and $32 as of
March 31, 2017 and 2016 respectively.





Cash
from operating activities:


The
Company’s cash outflow from operations of $32,407 for the
year ended March 31, 2017 was $5,597 above cash outflow from
operating activities as of March 31, 2016 which was
$26,810.





Cash
from financing activities:


The
Company’s net cash flow from financing activities of $32,375
for the year ended March 31, 2017 was $5,536 above the cash flow
from financing activities for the year ended March 31, 2016, which
was $26,839.





To meet
the projected cash requirements as stated above, the Company
intends to obtain cash loans from one or more of its stockholders.
As the date of filing of this Form 10-K with the U.S. Securities
and Exchange Commission, the Company did not receive any
commitments of any of its stockholders to provide operating loan
funds for the Company. We are also looking at merger opportunities
or to acquire companies and products to raise capital. We expect to
form strategic alliances for product development and to out-license
the commercial rights to development partners. By forming strategic
alliances with third parties, we believe that our technologies and
related products can be more rapidly developed and successfully
introduced into the marketplace.





The
Company's plan of operation for the next twelve months is to
continue to focus its efforts on finding new sources of capital and
on research activities and the development of its drug candidates
which maximize the utility and application of its platform
technologies. Management expects the Company to incur additional
operating losses over the next several years as research and
development efforts, preclinical and clinical testing activities
and manufacturing scale-up efforts to expand. To date, we have not
had any material product sales and do not anticipate receiving any
revenue from the sale of products in the upcoming year. Our sources
of working capital have been equity financings and interest on
investment.





The
Company operates in a rapidly changing environment that involves a
number of factors, some of which are beyond management's control,
such as financial market trends and investors' appetite for new
financings. It should also be emphasized that, should the Company
not be successful in completing its own financing (either by debt
or by the issuance of securities from treasury), the Company may be
unable to continue to operate as a going concern.





7





(C)
OFF-BALANCE SHEET ARRANGEMENT





None.





●
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN DUE TO SIGNIFICANT RECURRING LOSSES FROM OPERATIONS, CASH
USED IN OPERATIONS, STOCKHOLDERS' DEFICIT, ACCUMULATED DEFICIT AND
WORKING CAPITAL DEFICIT ALL OF WHICH MEANS THAT WE MAY NOT BE ABLE
TO CONTINUE OPERATIONS UNLESS WE OBTAIN ADDITIONAL FUNDING. The
report of our Independent Registered Public Accounting Firm on our
March 31, 2017 and 2016 financial statements includes an
explanatory paragraph indicating that there is substantial doubt
about our ability to continue as a going concern due to substantial
recurring losses from operations, cash used in operations,
stockholders' deficit and significant accumulated deficit and
working capital deficit. Our ability to continue as a going concern
will be determined by our ability to obtain additional funding and
maintain successful operations. Our financial statements do not
include any adjustments that might result from the outcome of this
uncertainty








ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





Attached
audited financial statements for KYTO BIOPHARMA, INC. for the
fiscal years ended March 31, 2017 and 2016 can be found beginning
on page F-1.











8





ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE





The Company did not change accountant during the year and to the
date of these financial statements and there are no disagreements
with the findings of said accountants.





ITEM 9A.  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 year ended March 31, 2017 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 March 31, 2017.





Management’s Report on Internal Control over Financial
Reporting





Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company’s
internal control over financial reporting is designed to provide
reasonable assurances regarding the reliability of financial
reporting and the preparation of the financial statements of the
Company in accordance with U.S. generally accepted accounting
principles, or GAAP. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree or
compliance with the policies or procedures may
deteriorate.





With
the participation of our Chief Executive Officer/ Chief Financial
Officer (principal financial officer), our management conducted an
evaluation of the effectiveness of our internal control over
financial reporting as of March 31, 2017 based on the framework in
Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on our evaluation and the material weaknesses
described below, management concluded that the Company did not
maintain effective internal control over financial reporting as of
March 31, 2017 based on the COSO framework criteria.
Management has identified control deficiencies regarding the lack
of segregation of duties and the need for a stronger internal
control environment. Management of the Company believes that these
material weaknesses are due to the small size of the
Company’s accounting staff.  The small size of the
Company’s accounting staff may prevent adequate controls in
the future, such as segregation of duties, due to the cost/benefit
of such remediation.  To mitigate the current limited
resources and limited employees, we rely heavily on direct
management oversight of transactions, along with the use of legal
and accounting professionals. As we grow, we expect to increase our
number of employees, which will enable us to implement adequate
segregation of duties within the internal control
framework.





These
control deficiencies could result in a misstatement of account
balances that would result in a reasonable possibility that a
material misstatement to our financial statements may not be
prevented or detected on a timely basis. Accordingly, we have
determined that these control deficiencies as described above
together constitute a material weakness.





In
light of this material weakness, we performed additional analyses
and procedures in order to conclude that our financial statements
for the year ended March 31, 2017 included in this Annual Report on
Form 10-K were fairly stated in accordance with US GAAP.
Accordingly, management believes that despite our material
weaknesses, our financial statements for the year ended March 31,
2017 are fairly stated, in all material respects, in accordance
with US GAAP.





This
annual report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this Annual
Report on Form 10-K.





9





Limitations on Effectiveness of Controls and
Procedures





Our
management, including our Chief Executive 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.





Changes in Internal Controls





During
the fiscal year ended March 31, 2017, 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.





Item 9B. Other Information.





We do
not have any information required to be disclosed in a report on
Form 8-K during the fourth quarter of fiscal 2017 that was not
reported.








10





PART III





ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





(A)
IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS





NAME

AGE

POSITIONGeorges
Benarroch

70

President
& Chief Executive Officer, DirectorPeter
Prendergast

60

Director





The
business experience of the persons listed above during the past
five years are as follows:





MR. GEORGES BENARROCH, PRESIDENT & CHIEF EXECUTIVE OFFICER;
DIRECTOR.





Director
of the Company since May 5, 2000. Mr. Benarroch was elected as
President and Chief Executive Officer effective February 27, 2006.
Mr. Benarroch is the President and Chief Executive Officer of
Comindus Finance Corp.





Mr.
Benarroch has 30 years of investment banking as well as money
management experience. Mr. Benarroch has raised financing for
numerous companies, public as well as private and has managed for
30 years investment banking firms. As well he has been the CEO of a
multibillion dollar asset management firm.





Peter Prendergast., Director


On August 11, 2014, Peter Prendergast became a director of the
company.


Mr.
Prendergast is areal
estate executivewith
about 20 years of experience





(B)
IDENTIFY SIGNIFICANT EMPLOYEES





The
Company does not expect to receive a significant contribution from
employees that are not executive officers.





(C)
FAMILY RELATIONSHIPS





There
are no directors, executive officers or persons nominated or
persons chosen by the Company to become a director or executive
officer of the Company who are directly related to an individual
who currently holds the position of director or executive officer
or is nominated to one of the said positions.





(D)
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS





There
are no material events that have occurred in the last five years
that would affect the evaluation of the ability or integrity of any
director, person nominated to become a director, executive officer,
promoter or control person of the Company.





(E)
AUDIT COMMITTEE





The
Company has currently no audit committee. The Board of Directors
approved the financial statements for the previous
year.





11





ITEM 11.  EXECUTIVE COMPENSATION





(A)
SUMMARY COMPENSATION TABLE





The
following table sets forth all annual and long term compensation
for services in all capacities rendered to Kyto by its executive
officers and directors for each of the last two most recently
completed fiscal years ended





Annual
Compensation

Long-Term
CompensationAwards

PayoutsAll Other Name
and Payouts Principal  Position

Year

Salary
($)

Bonus
($)

Other
Annual
Compensation
($)

Securities
Under Options/SARs
Granted
(#)

Restricted
Shares
or
 Restricted
Share
Units
($)

LTIP
($)Georges
Benarroch, Director

2017

None







None2016

None







NonePeter
Predergast, Director

2017

None







None2016

None







None





(B)
OPTION/SAR GRANTS TABLE





There
were no options granted to employees and no grants to key employees
in fiscal years ended March 31, 2017 and 2016





(C)
LONG-TERM INCENTIVE ("LTIP") AWARDS TABLE





None





(D)
COMPENSATION OF DIRECTORS





All
directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified.
There are no agreements with respect to the election and
compensation of directors. The Board of Directors appoints officers
annually and each executive officer serves at the discretion of the
Board of Directors. The Company does not have any standing
committees at this time.





The
Company does not currently maintain insurance for the benefit of
the directors and officers of Kyto against liabilities incurred by
them in their capacity as directors or officers of
Kyto.  Kyto does not maintain a pension plan for its
employees, officers or directors.





None of
the directors or senior officers of Kyto and no associate of any of
the directors or senior officers of Kyto was indebted to the
Company during the financial period ended March 31, 2017 of Kyto
other than for routine indebtedness.





(E)
EMPLOYMENT CONTRACTS





None





(F)
REPORT ON REPRICING OF OPTIONS/SARS





None





12








ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





(A)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT





The
following persons (including any group as defined in Regulation
S-B, Section 228.403) are known to the Company, as the issuer, to
be beneficial owner of more than five percent (5%) of any class of
the said issuer's voting securities.





TITLE OF
CLASS

NAME AND ADDRESS
OF BENEFICIAL OWNER

COMMON
SHARES


PERCENTAGE OF
CLASSCommon

Comindus
Finance Corp.
Florida,
United States


1,737,832



55.4
%Common

Georges
Benarroch
Toronto,
Ontario, Canada


959,252



30.5%Common

Dr. Uri
Sagman
Toronto,
Ontario, Canada


190,503



6.7
%





(B)
SECURITY OWNERSHIP OF MANAGEMENT





TITLE OF
CLASS

NAME AND
ADDRESS  OF BENEFICIAL
OWNER

COMMON
SHARES


PERCENTAGE
OF
CLASSCommon

Georges
Benarroch (1)


959,252



30.5
%





(1)
Georges Benarroch is the President and Chief Executive Officer of
Comindus Finance Corp.





(C)
CHANGES IN CONTROL





There
is no such arrangement which may result in a change in control of
the Company.





13





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





(A)
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Detail
of related party transactions are described in notes 3 of the
Financial Statements.





At
March 31, 2017 and 2016, the Company owed $68,107 and $35,732 to
Comindus Finance Corp. Georges Benarroch is the President and Chief
Executive Officer of Comindus Finance Corp. The loan is
non-interest bearing, unsecured and due on demand and included in
the loans payable, related party balance.





The
Company leases office space and administrative services from a
related party principal stockholder. Rent and administrative
expense in 2017 and, 2016, was $40,000 and $40,000, respectively
and is included in general and administrative expense in the
accompanying statements of operations. The Company allocates 50% of
these amounts to rent expense. As of March 31, 2017, and 2016, the
remaining balance in the accrued liabilities-related party account
for the above services was $100,000 and $60,000,
respectively.





Directors
fees are also included in Accrued liabilities – related
parties. Directors fees for the years ended March 31, 2017 and 2016
was $24,000 and $24,000, and is included in general and
administrative expense in the accompanying statements of
operations. As of, March 31, 2017 and 2016, the remaining balance
in the accrued liabilities-related party account for the above
services was $48,000 and $24,000, respectively.





During
the year ended March 31, 2001, the Company entered into an
agreement with Medarex Inc. (‘the vendor’), who is also
a principal stockholder, for services totaling $200,000. On
November 11, 2002, the Company and vendor mutually agreed that in
lieu of the $200,000 payment, the vendor would accept 10,000 shares
of the Company's common stock valued at $1.00 totaling $100,000. In
addition, the Company also executed a $100,000 unsecured promissory
note with the vendor. Under the terms of the promissory note, the
obligation bears interest at prime plus 1% (4.25% at March 31,
2014). Interest is accrued and payable quarterly. At March 31, 2017
and 2016, accrued interest totaled $0 and $0, respectively.
Comindus Finance Corp, assumed the promissory note during the year
ended March 31, 2015.





(B)
TRANSACTIONS WITH PROMOTORS





Georges Benarroch would be considered as a promoter of the Company.
Georges Benarroch is holding 959,252
shares of the Company common stock represented by 30.5% of total
issued and outstanding shares.





ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





(1) Audit Fees





RBSM
LLP, Independent Registered Public Accounting firm billed an
aggregate of $15,000 and $15,000 for audit of our annual financial
statements for the fiscal years ended March 31, 2017 and
2016.





(2) Audit Related Fees





No
other professional services were rendered by RBSM LLP for audit
related services rendered during the fiscal years ended March 31,
2017 and 2016.





(3) Tax Fees





No
professional services were rendered by RBSM LLP for tax compliance,
tax advice, and tax planning the fiscal years ended March 31, 2017
and 2016.





(4) All Other Fees





Not
applicable.


14





ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K





(A)
LISTING OF EXHIBITS





EXHIBIT NUMBER

DESCRIPTION3(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.*A

Medarex
Agreement**B

Patent
Family Summary**C

Research
Foundation of The State University of New York
agreement**31.1

Section
302 Certification of the principal executive officer and the
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 of the
principal executive officer and principal financial accounting
officer**





* 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-K.





(B)
Code of Ethics





Kyto
Biopharma Inc. will conduct its business honestly and ethically
wherever we operate in the world. We will constantly improve the
quality of our services, products and operations and will create a
reputation for honesty, fairness, respect, responsibility, and
integrity, trust and sound business judgment. No illegal or
unethical conduct on the part of officers, directors, employees or
affiliates is in the company's best interest. Kyto Biopharma Inc.
will not compromise its principles for short-term advantage. The
ethical performance of this company is the sum of the ethics of the
men and women who work here. Thus, we are all expected to adhere to
high standards of personal integrity.





Officers,
directors, and employees of the company must never permit their
personal interests to conflict, or appear to conflict, with the
interests of the company, its clients or affiliates. Officers,
directors and employees must be particularly careful to avoid
representing Kyto Biopharma Inc. in any transaction with others
with whom there is any outside business affiliation or
relationship. Officers, directors, and employees shall avoid using
their company contacts to advance their private business or
personal interests at the expense of the company, its clients or
affiliates.





No
bribes, kickbacks or other similar remuneration or consideration
shall be given to any person or organization in order to attract or
influence business activity. Officers, directors and employees
shall avoid gifts, gratuities, fees, bonuses or excessive
entertainment, in order to attract or influence business
activity.





Officers,
directors and employees of Kyto Biopharma Inc. will often come into
contact with, or have possession of, proprietary, confidential or
business-sensitive information and must take appropriate steps to
assure that such information is strictly safeguarded. This
information - whether it is on behalf of our company or any of our
clients or affiliates - could include strategic business plans,
operating results, marketing strategies, customer lists, personnel
records, upcoming acquisitions and divestitures, new investments,
and manufacturing costs, processes and methods. Proprietary,
confidential and sensitive business information about this company,
other companies, individuals and entities should be treated with
sensitivity and discretion and only be disseminated on a
need-to-know basis.





Misuse
of material inside information in connection with trading in the
company's securities can expose an individual to civil liability
and penalties. Directors, officers, and employees in possession of
material information not available to the public are "insiders".
Spouses, friends, suppliers, brokers, and others outside the
company who may have acquired the information directly or
indirectly from a director, officer or employee are also
"insiders." The Act prohibits insiders from trading in, or
recommending the sale or purchase of, the company's securities,
while such inside information is regarded as "material", or if it
is important enough to influence you or any other person in the
purchase or sale of securities of any company with which we do
business, which could be affected by the inside
information.





15





The
following guidelines should be followed in dealing with inside
information:





Until
the company has publicly released the material information, an
employee must not disclose it to anyone except those within the
company whose positions require use of the
information.





Employees
must not buy or sell the company's securities when they have
knowledge of material information concerning the company until it
has been disclosed to the public and the public has had sufficient
time to absorb the information.





Employees
shall not buy or sell securities of another corporation, the value
of which is likely to be affected by an action by the company of
which the employee is aware and which has not been publicly
disclosed.





Officers,
directors and employees will seek to report all information
accurately and honestly, and as otherwise required by applicable
reporting requirements.





Officers,
directors and employees will refrain from gathering competitor
intelligence by illegitimate means and refrain from acting on
knowledge, which has been gathered in such a manner. The officers,
directors and employees of Kyto Biopharma Inc. will seek to avoid
exaggerating or disparaging comparisons of the services and
competence of their competitors.





Officers,
directors and employees will obey all Equal Employment Opportunity
laws and act with respect and responsibility towards others in all
of their dealings. Officers, directors and employees will remain
personally balanced so that their personal life will not interfere
with their ability to deliver quality products or services to the
company and its clients.





Officers,
directors and employees agree to disclose unethical, dishonest,
fraudulent and illegal behavior, or the violation of company
policies and procedures, directly to management.





Violation
of this Code of Ethics can result in discipline, including possible
termination. The degree of discipline relates in part to whether
there was a voluntary disclosure of any ethical violation and
whether or not the violator cooperated in any subsequent
investigation.





16





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its be signed on its
behalf by the undersigned, thereunto duly authorized.





KYTO BIOPHARMA, INC.DATE:
June 29, 2017
By:
/ s/ Georges BenarrochName: Georges
BenarrochPresident,
Chief Executive Officer, principal executive officerand
principal financial and accounting officer





Pursuant
to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.





Signature

Title

Date/s/ Georges Benarroch

President,
Chief Executive Officer, principal executive officer

June
29, 2017Georges
Benarroch

and
principal financial and accounting officer/s/ Peter Prendergast

Director

June
29, 2017Peter
Prendergast








17





Kyto Biopharma, Inc.


Financial
Statements


Table of Contents





Report
of Independent Registered Public Accounting Firm


F-2Balance
Sheets  as of March 31, 2017 and 2016


F-3Statements
of Operations for the years ended March 31, 2017 and
2016


F-4Statement
of Stockholders' Deficit for the years ended March 31, 2017 and
2016


F-5Statements
of Cash Flows for the years ended March 31, 2017 and
2016


F-6Notes
to Financial Statements


F-7 
/ F-11








F-1








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM











Board
of Directors and Stockholders of


Kyto
Biopharma, Inc.








We have
audited the accompanying balance sheets of Kyto Biopharma, Inc.
(the “Company”), as of March 31, 2017 and 2016, and the
related statements of operations, stockholders’ deficit and
cash flows for each of the years in the two-year period ended March
31, 2017. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
opinion on these financial statements based on our
audits.





We have
conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States of America).
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Kyto Biopharma,
Inc. as of March 31, 2017 and 2016, and the results of its
operations and its cash flows for each of the years in the two-year
period ended March 31, 2017, in conformity with accounting
principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in
Note 1 to the accompanying financial statements, the Company
has not commenced its planned principal operations and has suffered
recurring losses since inception, which raises substantial doubt
about its ability to continue as a going concern. Management's
plans in regard to this matter are described in Note 1. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

















/s/
RBSM LLP


Henderson
Nevada


June
29, 2017








F-2





Kyto Biopharma, Inc.


Balance Sheets







March 31,
March 31,2017
2016ASSETSCurrent AssetsCash
$-
$32Total Current Assets
-
32Total Assets
$-
$32LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts
payable and accrued expenses
$22
$-Accrued
liabilities
10,000
12,500Accrued
liabilities - related party
148,000
84,000Loan
payable-related party
68,107
35,732Total Current Liabilities
226,129
132,232Commitments and ContingenciesStockholders' DeficitPreferred
convertible stock, $1.00 par value, 2,000,000 sharesauthorized,
none issued and outstanding as ofMarch
31, 2017 and 2016, respectively
-
-Common
stock, $0.0001 par value, 100,000,000 sharesauthorized,
3,139,747 issued and outstanding as ofMarch
31, 2017 and 2016,
314
314Additional
paid-in capital
32,063,476
32,063,476Accumulated
deficit
(32,289,919)
(32,195,990)Total Stockholders' Deficit
(226,129)
(132,200)Total Liabilities and Stockholders' Deficit
$-
$32











F-3





Kyto Biopharma, Inc.


Statements of Operations


For the Years EndedMarch 312017
2016Operating ExpensesGeneral
and administrative
$93,929
$90,378Total Operating Expenses
93,929
90,378Loss from Operations
93,929
90,378Net Loss before taxes
(93,929)
(90,378)Net
Income (Tax) Benefit
-
-Net Loss
$(93,929)
$(90,378)Weighted
average number of shares outstandingbasic
and diluted
3,139,747
3,139,747Net
loss per share - basic and diluted
$(0.03)
$(0.03)





F-4





Kyto Biopharma, Inc.


Statement of Stockholder's Deficit
 For the Years Ended March 31, 2017 and 2016


Preferred Stock
Common Stock
Additional$1.00 par value
$0.0001 par value
Paid - in
AccumulatedShares
Amount
Shares
Amount
Capital
Deficit
TotalBalance, March 31, 2015
-
$-
3,139,747
$314
$32,063,476
$(32,105,612)
$(41,822)Net
Loss
-
-
-
-
-
(90,378)
(90,378)Balance, March 31, 2016
-
$-
3,139,747
$314
$32,063,476
$(32,195,990)
$(132,200)Net
Loss
-
-
-
-
-
(93,929)
(93,929)Balance, March 31, 2017
-
$-
3,139,747
$314
$32,063,476
$(32,289,919)
$(226,129)








F-5





Kyto Biopharma, Inc.


Statements of Cash Flows





Fo the Years Ended March 31,2017
2016Cash Flows from Operating Activities:Net
loss
$(93,929)
$(90,378)Adjustment
to reconcile net loss to net cash used inoperating
activities:Changes
in operating liabilities:Accrued
liabilities related party
64,000
24,000Accrued
liabilities
(2,500)
40,000Accounts
payable and accrued expenses
22
(432)Net Cash Used in Operating Activities
(32,407)
(26,810)Cash Flows from Investing Activities:Net Cash Used in Investing Activities
-
-Cash Flows from Financing Activities:Loan
proceeds from related parties, net
32,375
26,839Net Cash Provided by Financing Activities
32,375
26,839Net
decrease in Cash and Cash Equivalents
(32)
29Cash
and Cash Equivalents at Beginning of Period
32
3Cash and Cash Equivalents at End of Period
$-
$32Supplemental
Disclosure of Cash Flow Information:Cash
paid for:Interest
$-
$-Income Taxes
$-
$-





F-6





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2017





NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





(A)
NATURE OF BUSINESS





Kyto Biopharma, Inc. was formed as a Florida corporation on
March 5, 1999. On August 14, 2002, the Company changed
its name from B Twelve, Inc. to Kyto Biopharma, Inc





The
Company is a biopharmaceutical company, originally formed to
acquire and develop innovative minimally toxic and
nonimmunosuppressive proprietary drugs for the treatment of cancer,
arthritis, and other proliferate and autoimmune diseases. The
Company is currently in the development stage and has disposed of
its Research and Development in 2012 and is now in the process of
looking at a number of strategies for an acquisition and merger to
become active. Once it has settled on the strategy, the Company
will develop a plan for an acquisition and the means to achieve its
goal.





(B)
RECLASSIFICATION OF PRIOR YEAR PRESENTATION





Certain
prior year amounts have been reclassified for consistency with the
current period presentation. These reclassifications had no effect
on the reported results of operations or previously reported cash
flows.





During
the year ended March 31, 2016, Directors fees were reclassified
from accrued liabilities to accrued liabilities related
party.





(C)
GOING CONCERN





As
reflected in the accompanying financial statements, the Company has
no revenues, a net loss of $93,929, a working capital deficiency of
$226,219, a stockholders' deficiency of $226,219, and an
accumulated deficit of $32,289,919 at March 31, 2017. 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 Financial statements do not
include any adjustments that might be necessary if the Company is
unable to continue as a going concern.





The
Company’s continued existence is dependent upon the Company's
ability to resolve its liquidity problems, principally by obtaining
additional debt financing and/or equity capital. During the year
ended March 31, 2017, the Company received $32,375 in related
party debt financing.





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 Food and Drug Administration clearance,
the Company will achieve a profitable level of
operations.





F-7





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2017





NOTE 1  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)





(D) 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 the fiscal year ended March 31, 2017 and 2016
include the valuation allowance of deferred tax
assets.





(E)
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 March 31,
2017 and 2016, respectively.





(F)
CONCENTRATIONS





The
Company maintains its cash in bank deposit accounts, which, at
times, may exceed federally insured limits. As of March 31, 2017
and 2016, the Company did not have any deposits in excess of
federally insured limits. The Company has not experienced any
losses in such accounts through March 31, 2017 and 2016,
respectively.





The
Company has obtained and continues to obtain a large amount of its
funding from loans and equity funding from a principal stockholder
related to a director of the Company.





(G)
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.





(H)
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.





F-8





KYTO BIOPHARMA, INC.


NOTES
TO FINANCIAL STATEMENTS


MARCH 31, 2017





(I)
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.





(J)
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 financial statements.





NOTE 2 COMMITMENTS AND CONTINGENCIES





(A)
LEASES





The
Company leases office space on a month-to-month basis. The premises
is leased from a principal stockholder. Rent expense in 2017 and
2016 was $20,000 and $20,000, respectively and is included in
general and administrative expense in the accompanying statements
of operations.





(B)
REGULATION





The
business of the Company is subject to various governmental
regulations in the United States of America, Canada, and other
countries, which must approve any Company products before
commencement of commercial sales and which regulate the
manufacturing of pharmaceuticals.





NOTE 3 RELATED PARTY TRANSACTIONS





(A) LOAN
PAYABLE, RELATED PARTY





At
March 31, 2017 and 2016, the Company owed $68,107 and $35,732,
respectively, to a related party director of the Company. The loan
is non-interest bearing, unsecured and due on demand and included
in the loans payable, related party balance.





(B)
ACCRUED LIABILITIES, RELATED PARTY





The
Company leases office space and administrative services from a
related party principal stockholder. Rent and administrative
expense in 2017 and, 2016, was $40,000 and $40,000, respectively
and is included in general and administrative expense in the
accompanying statements of operations. The Company allocates 50% of
these amounts to rent expense. As of March 31, 2017, and 2016, the
remaining balance in the accrued liabilities-related party account
for the above services was $100,000 and $60,000,
respectively.





Directors
fees are also included in Accrued liabilities – related
parties. Directors fees for the years ended March 31, 2017 and 2016
was $24,000 and $24,000 and is included in general and
administrative expense in the accompanying statements of
operations. As of, March 31, 2017 and 2016, the remaining balance
in the accrued liabilities-related party account for the above
services was $48,000 and $24,000, respectively.





F-9





KYTO BIOPHARMA, INC.


NOTES
TO FINANCIAL STATEMENTS


MARCH 31, 2017





NOTE 4 STOCKHOLDERS' DEFICIENCY





(A)
COMMON STOCK AND OPTIONS





Effective
October 15, 2015, Kyto BioPharma Inc. completed a reverse stock
split in the amount of a one (1) for ten (10) issued and
outstanding shares of common stock.





Reference
to common stock shares and per share amounts have been
retroactively restated to give effect of the reverse stock split of
one for ten shares.





On
August 11, 2014, the number of authorized common stock increased to
100,000,000 from 25,000,000 having a par value of $0.0001,
amounting in the aggregate to Ten Thousand Dollars
($10,000)





On
August 11, 2014, the number of authorized non-voting preferred
stock increased to 2,000,000 from 1,000,000 having a par value of
$1.00, amounting in the aggregate to Two Million Dollars
($2,000,000)





As of
March 31,2017 and 2016 there are 3,139,747 shares of the Company
common stock as issued and outstanding.





(B)
STOCK OPTIONS AND WARRANTS





As of
March 31, 2017, no stock options and warrants were issued and
outstanding.





(C) PAR
VALUE





In
August 2001, the par value of common stock was changed to $0.0001
from $1.00. The change is reflected retroactively for all periods
presented in the accompanying financial statements.





(D)
EARNINGS PER SHARE





Basic
earnings per share are computed by dividing earnings available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share reflect
per share amounts that would have resulted if dilutive potential
common stock had been converted to common stock. The following
reconciles amounts reported in the financial statements for the
years ended:





2017
2016Net loss
available to common stockholders.
$(93,929)
$(90,378)Weighted
average common shares outstanding
3,139,747
3,139,747Basic and
diluted net loss per share
$(0.03)
$(0.03)








F-10





KYTO BIOPHARMA, INC.


NOTES
TO FINANCIAL STATEMENTS


MARCH 31, 2017





NOTE 5 INCOME TAXES





The
Company files separate tax returns for the parent and its Canadian
subsidiary. There was no income tax expense or utilization of net
operating loss carry forwards for the years ended March 31, 2017
and 2016, due to the Company's net losses.





The
Company's tax expense differs from the "expected" tax expense for
Federal income tax purposes for the years ended March 31, 2017 and
2016 (computed by applying the United States Federal Corporate tax
rate of 34% to loss before taxes), as follows:





2017
2016Computed "expected"
tax benefit
$(31,935)
$(30,728)Change in deferred
tax asset valuation allowance
31,935
30,728$-
$-The above benefit
was calculated using a combined federal and state tax estimated
rate as noted belowStatutory federal
income tax rate
34.00%
34.00%State income
taxes
1%
1%Foreign income tax
rate difference
(1)%
(1)%Valuation
allowance
(34.00)%
(34.00%Effective tax
rate
(0.0)%
(0.0)%





The
effects of temporary differences that gave rise to significant
portions of deferred tax assets and liabilities at March 31, 2017
are as follows:





Deferred tax
assets:United States net
operating loss carryforward
$9,323,620Canadian net
operating loss carryforward
-Total gross
deferred tax assets
9,323,620Less valuation
allowance
(9,323,620)Net deferred tax
assets
$-





The net
change in valuation allowance during the year ended March 31, 2017
was an increase of approximately $31,935. The Company's has a net
operating loss carry forward of approximately $27,422,414 available
to offset net income through 2033.





The
utilization of the net operating loss carry forwards is dependent
upon the ability to generate sufficient taxable income during the
carry forward period. In addition, utilization of these carry
forwards may be limited due to ownership changes as defined in the
Internal Revenue Code.





The
Company is subject to taxation in the United States and certain
state jurisdictions. The Company’s tax years for 2002 and
forward are subject to examination by the United States and
applicable state tax authorities due to the carry forward of
unutilized net operating losses.








F-11