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, 2016


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, 2015, was approximately $4,205,298.





The Registrant had 3,139,747 shares of common stock, $0.0001 par value per share, outstanding on June 29, 2016














TABLE OF CONTENTS


FORM 10-K


FOR FISCAL YEAR ENDED MARCH 31, 2016








PagePART IITEM 1.
Business

3ITEM 2.
Properties

4ITEM 3.
Legal Proceedings

4ITEM 4.
Mine Safety DisclosurePART 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

6ITEM 8.
Financial Statements and Supplementary Data

7ITEM 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

8ITEM 9A.
Controls and Procedures

8ITEM 9B
Other Information

9PART IIIITEM 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act

10ITEM 11.
Executive Compensation

11ITEM 12.
Security Ownership of Certain Beneficial Owners and Management

12ITEM 13.
Certain Relationships and Related Transactions

13ITEM 14.
Principal Accountant Fees and Services

13PART IVITEM 15.
Exhibits and Financial Statement Schedules Signatures

14














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. Also, on March 5, 1999, the Company acquired B Twelve Limited as a wholly-owned subsidiary Canadian corporation.





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.





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.





3





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, 2016. 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, 2016 and 2015. 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, 2016First quarter
$11.00
$10.00Second quarter
10.00
9.50Third quarter
9.50
5.00Fourth quarter
5.00
5.00Fiscal Year Ended March 31, 2015First quarter
$8.00
$1.00Second quarter
8.00
8.00Third quarter
2.50
14.00Fourth quarter
11.50
11.00





There were 3,139,747 shares of common stock outstanding as of the end of the fiscal year ended March 31, 2016.





(B) HOLDERS





According to information provided to us by the transfer agent for our shares of Common Stock, as of March 31, 2016, 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.2015





2016
2015Net Loss
$(90,378)
$(13,914,286)Loss Per Share
$(0.03)
$(6.16)Total assets
$32
$2Total liabilities
$132,232
$41,824





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 2016 the company had, a net loss of $90,378 a working capital deficiency of $132,200, a stockholders' deficiency of $132,200, and accumulated deficit of $32,195,990 at March 31, 2016. These factors
raise substantial doubt about its ability to continue as a going concern. 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.





(B) LIQUIDITY AND CAPITAL RESOURCES





The Company had working capital deficit of $132,200 and $41,822 as of March 31, 2016 and 2015 respectively. Cash were $32 and $2 as of March 31, 2016 and 2015 respectively.





Cash from operating activities:


The company’s cash outflow from operations of $26,810 for the year ended March 31, 2016 was $5,771 below cash outflow from operating activities as of March 31, 2015 which was $32,581.





6





Cash from financing activities:


The company’s net cash flow from financing activities of $26,839 for the year ended March 31, 2016 was $5,741 below the cash flow from financing activities for the year ended March 31, 2015, which was $32,580.





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.





(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, 2016 and 2015 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, 2016 and 2015 can be found beginning on page F-1.





7





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, 2016 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, 2016.





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, 2016 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, 2016 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, 2016 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, 2016 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.





8





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, 2016, 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 2016 that was not reported.





9





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

69

President & Chief Executive Officer, DirectorPeter Prendergast

59

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.





10





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.





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
($)Jean-Luc Berger, Director

2016

None







None(Resigned)

2015

None







100,000Georges Benarroch, Director

2016

None







None2015

None







100,000Uri Sagman, Director

2016

None







None(Resigned)

2015

None







500,000Peter Predergast, Director

2016

None







None2015

None







None





(B) OPTION/SAR GRANTS TABLE





There were no options granted to employees and no grants to key employees in fiscal years 2016 and 2015.





(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.





11





Directors other than Peter Prendergast were granted 100,000 common shares and Uri Sagman was granted 500,000 common shares in fiscal years 2015 and none in 2016.





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, 2016 of Kyto other than for routine indebtedness.





(E) EMPLOYMENT CONTRACTS





None





(F) REPORT ON REPRICING OF OPTIONS/SARS





None





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.





12





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, 2016 and 2015, the Company owed $35,732 and $8,893 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.





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 $10.00
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, 2016 and 2015, accrued interest totaled $0 and $0, respectively. Comindus Finance Corp, assumed the promissory note during the year ended March 31, 2015.





The Company leases office space and administrative services from a related party principal stockholder. Rent and administrative expense in 2016 and, 2015, 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, 2016
and 2015, the remaining balance in the accrued liabilities-related party account for the above services was $60,000 and $20,000, respectively.





(B) TRANSACTIONS WITH PROMOTORS





Georges Benarroch would be considered as a promoter of the Company. Georges Benarroch is holding 959,252 common shares represented by 30.5% of issued 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, 2016 and 2015.





(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, 2016 and 2015.





(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, 2016 and 2015.





(4) All Other Fees





Not applicable.





13





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.





14





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.





15





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, 2016
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, 2016Georges Benarroch

and principal financial and accounting officer/s/ Peter Prendergast

Director

June 29, 2016Peter Prendergast











16





Kyto Biopharma, Inc.


Financial Statements


Table of Contents





Report of Independent Registered Public Accounting Firm


F-2Balance Sheets  as of March 31, 2016 and 2015


F-3Statements of Operations for the years ended March 31, 2016 and 2015


F-4Statement of Stockholders' Deficit for the years ended March 31, 2016 and 2015


F-5Statements of Cash Flows for the years ended March 31, 2016 and 2015


F-6Notes to Financial Statements


F-7  /F-12








17





RBSM LLP


CERTIFIED PUBLIC ACCOUNTANTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











Board of Directors and Stockholders of


Kyto Biopharma, Inc.


Toronto, Canada








We have audited the accompanying balance sheets of Kyto Biopharma, Inc. (the “Company”), as of March 31, 2016 and 2015, and the related statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended March 31, 2016. 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, 2016 and 2015, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2016, 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, 2016





F-2





Kyto Biopharma, Inc.Balance SheetsMarch 31,
March 31,2016
2015ASSETSCurrent AssetsCash
$32
$2Total Current Assets
32
2Total Assets
$32
$2LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts payable
$-
$431Accrued liabilities
36,500
12,500Accrued liabilities - related party
60,000
20,000Loan payable-related party
35,732
8,893Total Current Liabilities
132,232
41,824Commitments and ContingenciesStockholders' DeficitPreferred convertible stock, $1.00 par value, 2,000,000 sharesauthorized, none issued and outstanding as ofMarch 31, 2016 and 2015, respectively
-
-Common stock, $0.0001 par value, 100,000,000 sharesauthorized, 3,139,747 issued and outstanding as ofMarch 31, 2016 and 2015
314
314Additional paid-in capital
32,063,476
32,063,476Accumulated deficit
(32,195,990)
(32,105,612)Total Stockholders' Deficit
(132,200)
(41,822)Total Liabilities and Stockholders' Deficit
$32
$2





The accompanying notes are an integral part of the financial statements.





F-3





Kyto Biopharma, Inc.Statements of Operations





For the Year EndedMarch 312016
2015Operating ExpensesGeneral and administrative
$90,378
$101,182Total Operating Expenses
90,378
101,182Loss from Operations
90,378
101,182Other(Expenses)Interest expense
-
(3,365)Loss on issuance of common stock
-
(13,798,739)Total Other(Expense), net
-
(13,802,105)Net Loss before taxes
(90,378)
(13,903,287)Net Income (Tax) Benefit
-
-Net Loss
(90,378)
(13,903,287)Preferred Stock Dividends
-
(10,999)Net Loss Attributed to common shareholders
(90,378)
(13,914,286)Weighted average number of shares outstandingbasic and diluted
3,139,747
2,257,669Net loss per share - basic and diluted
(0.03)
(6.16)Net loss per share attributable to Common Sharesholders- basic and diluted
(0.03)
(6.16)





The accompanying notes are an integral part of the financial statements.





F-4





Kyto Biopharma, Inc.Statement of Stockholder's DeficitFor the Years Ended March 31, 2016 and 2015





Preferred Stock
$1.00 par value
Common Stock
$0.0001 par value
Additional
Paid-In
AccumulatedShares
Amount
Shares
Amount
Capital
Deficit
TotalBalance, March 31, 2014
473,624
$473,624
1,299,848
$130
$17,345,004
$(18,191,325)
$(372,567)Preferred stock dividend
-
-
-
-
-
(10,999)
(10,999)Stock issued for directors fees
-
-
30,000
3
239,997
-
240,000Stock issued for consulting fees
-
-
40,000
4
319,996
-
320,000Stock issued for accrued dividend
-
-
120,812
12
966,486
-
966,498Stock issued to settle related party loans
-
-
66,440
7
531,513
-
531,520Stock issued to settle loans payable
-
-
383,599
38
3,068,756
-
3,068,794Stock issued to settle accounts and accrued payable
-
-
251,733
25
2,013,835
-
2,013,860Conversion of convertible preferred shares
(473,624)
(473,624)
947,248
95
7,577,889
-
7,104,360Net Loss
-
-
-
-
-
(13,903,287)
(13,903,287)Adjustment for issue of one share to fractional Share holders during the reverse split.
-
-
67
-
-
-
-Balance, 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)





The accompanying notes are an integral part of the financial statements.





F-5





Kyto Biopharma, Inc.Statements of Cash FlowsFor the Year Ended March 31,2016
2015Cash Flows from Operating Activities:Net loss
$(90,378)
$(13,914,286)Adjustment to reconcile net loss to net cash used inoperating activities:Loss on issuance of stock
-
13,798,739Stock issued for directors fees
-
15,000Stock issued for Consulting fees
-
20,000Changes in operating liabilities:Accrued liabilities related party
24,000
47,500Accrued liabilities
40,000
(14,329)Accrued interest related party
-
3,366Preferred dividends payable
-
10,999Accounts payable and accrued expenses
(432)
430Net Cash Used in Operating Activities
(26,810)
(32,581)Cash Flows from Investing Activities:Net Cash Used in Investing Activities
-
-Cash Flows from Financing Activities:Loan proceeds from related parties, net
26,839
32,580Net Cash Provided by Financing Activities
26,839
32,580Net decrease in Cash and Cash Equivalents
29
(1)Cash and Cash Equivalents at Beginning of Period
3
3Cash and Cash Equivalents at End of Period
$32
$2Supplemental Disclosure of Cash Flow Information:Cash paid for:Interest

$-
$-Taxes

$-
$-Non-Cash Investingand Financing Activities:Common Stock issued in connection with old debt
$-
$411,292Common stock issued in connection with conversion of preferred stock
$-
$473,624





The accompanying notes are an integral part of the financial statements.


F-6





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2016








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. Named B Twelve, Limited, Kyto Biopharma, Inc.'s wholly-owned Canadian subsidiary (collectively referred to as the "Company"), was also formed 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, formed to acquire and develop innovative minimally toxic and non-immunosuppressive proprietary drugs for the treatment of cancer, arthritis, and other proliferate and autoimmune diseases. The Company is currently not in the development stage and was in “development stage” till June 30, 2011.





Activities during the development stage include acquisition of financing and intellectual properties and research and development activities conducted by others under contracts.





(B) GOING CONCERN





As reflected in the accompanying financial statements, the Company has no revenues, a net loss of $90,378 a working capital deficiency of $132,200 a stockholders' deficiency of $132,200 and a deficit accumulated of $32,195,990 at March 31, 2016. 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, 2016, the Company received $26,839 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 Federal Drug
and Administration clearance, the Company will achieve a profitable level of operations.





F-7





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2016





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





(C) 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 2016 and 2015 include, valuation of intangible assets, the valuation allowance of deferred tax assets, and the valuation of non-cash stock based transactions.





(D) 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, 2016 and 2015, respectively.





(E) CONCENTRATIONS





The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. As of March 31, 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, 2016 and 2015, 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.





(F) 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 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.





(G) INCOME TAXES





The Company accounts for income taxes under the Financial Accounting Standards  Accounting Standard Codifcation 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, 2016





(H) 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.





(I) 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 premise is leased from a principal stockholder. Rent expense in 2016 and 2015 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 TRANSACTION





(A) At March 31, 2016 and 2015, the Company owed $35,732 and $8,893, 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 2016 and, 2015, 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, 2016
and 2015, the remaining balance in the accrued liabilities-related party account for the above services was $60,000 and $20,000, respectively.





F-9





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2016





NOTE 3  STOCKHOLDERS' DEFICIENCY





(A) CONVERTIBLE PREFERRED STOCK





In June 1999, an investor purchased 250,000 units at $1.00 per unit or $250,000 consisting of 250,000 shares of convertible preferred stock and receives warrants to purchase up to 75,000 common shares as follows: 25,000 common stock warrants exercisable at $1.00 per share issued with the preferred stock and another potential 500,000 as discussed below. The preferred stock
was convertible to common stock on a one-for-one basis upon the earlier of:





(i) An initial public offering by the Company, as defined,





(ii) The completion of a reverse take-over transaction,





(iii) A minimum $3,000,000 private equity financing based on a $10,000,000 valuation or,





(iv)The merger of the Company with another corporation or the sale of substantively all the assets of the Corporation.





There was no beneficial conversion feature upon the sale as the value of the common shares into which the preferred shares are convertible are also $10.00 based on contemporaneous transactions.





Upon exercise of the first 25,000 warrants, the investor received another warrant for 25,000 common shares at $10.00 exercise price per share. Upon conversion of the preferred stock, each share of common stock issued shall be coupled with an additional common stock purchase warrant at an exercise price of $10.00 per share with a three-month term. In December 1999 and May
2000, 10,000 and 15,000, respectively, of the first warrant were exercised and therefore in May 2000 the additional 25,000 warrant were granted with an exercise price of $10.00 expiring June 2003. In June 2001, pursuant to a letter of intent, which was ratified by the shareholders, the preferred shares were converted and the additional 25,000 warrants were granted at an exercise price of $10.00 with an amended term not to exceed five years. There
was no beneficial conversion feature to the warrants as the value of the common stock was still considered to be $10.00 based on contemporaneous transactions at that time. There was no effect of the warrant issuances on operations as all warrants are considered to be purchased as part of the preferred stock unit. The second and third warrants totaling 50,000 common shares remained outstanding at March 31, 2003. In June 2003, 25,000 expired and in June 2006 the remaining 25,000 expired.





In May 2007, Kyto entered into an agreement with Comindus Finance Corp. to issue up to 500,000 convertible preferred shares at $1.00 per share in satisfaction of amounts due to Comindus Finance Corp. During the year ended March 31, 2008 the Company issued 459,734 shares of convertible preferred stock to Comindus Finance Corp Corp.
to satisfy the related party loan payable. As there is no readily available fair value for the Company's convertible preferred stock, the issuance has been recorded at par value of $1 per share for a total of $459,734. The preferred convertible stock issued to satisfy the related party loan may be converted into common shares at the rate of $4.5 per share for up to two years and bear interest at the rate of 5% per annum. Preferred convertible stock has the same voting rights as common stock. On September 12,
2014 the company changed conversion rate from $4.5 per Common Share to $0.50 per Common Share. On September 12, 2014, the convertible stocks were converted to common stock at a price of $0.50 per share.





F-10





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2016





(B) 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 sare 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)





On September 10, 2014, the Company issued 822,584 shares valued at $8.00 per share based on the quoted trade price in payment of current liabilities totaling $411,292 to Comindus finance Corp controlled by a director of the company. The Company recorded a loss on debt conversion of $6,169,380.





On August 11, 2014, the Company issued 30,000 shares valued at $8.00 per share based on the quoted trade price in payment of directors’ fees totaling $15,000 to directors of the company. The Company recorded a loss on debt conversion of $225,000.





On August 11 2014, the Company issued 40,000 shares valued at $8.00 per share based on the quoted trade price in payment of consulting fees totaling $20,000 to a director of the company. The Company recorded a loss on debt conversion of $300,000.





On September 12, 2014, the Company converted 473,624 convertible preferred shares to 947,284 common shares based on the quoted trade price totaling $473,624, The Company recorded a loss on conversion of $13,798,739.





As of March 31, 2016, 3,139,747 common shares were issued and outstanding.





(C) STOCK OPTIONS AND WARRANTS





As of March 31, 2016, no stock options and warrants were issued and outstanding.





(D) 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.





(E) 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:





2016
2015Net loss available to common stockholders.
$(90,378)
$(13,914,286)Weighted average common shares outstanding
3,139,747
2,257,669Basic and diluted net loss per share
$(0.03)
$(6.16)





F-11





KYTO BIOPHARMA, INC.


NOTES TO FINANCIAL STATEMENTS


MARCH 31, 2016





NOTE 4 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, 2016 and 2015, 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, 2016 and 2015 (computed by applying the United States Federal Corporate tax rate of 34% to loss before taxes), as follows:





2016
2015Computed "expected" tax benefit
$(30,728)
$(4,870,000)Change in deferred tax asset valuation allowance
30,728
4,870,000$-
$-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, 2016 are as follows:





Deferred tax assets:United States net operating loss carryforward
$10,484,717Canadian net operating loss carryforward
-Total gross deferred tax assets
10,484,717Less valuation allowance
(10,484,717)Net deferred tax assets
$-





The net change in valuation allowance during the year ended March 31, 2016 was an increase of approximately $30,728. The Company's has a net operating loss carry forward of approximately $30,837,405 available to offset net income through 2032.





For the purpose of these estimates, certain stock based expenses aggregating approximately $1,008,000 and impairment loss amounting to $165,570 since inception were considered non-deductible. Actual amounts ultimately deductible may differ from these estimates.





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-12