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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.

20549

FORM 10-K

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

For the Fiscal Year Ended March 31, 2019

OR

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


ACT OF 1934

For the transition period from: _____________ to _____________

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

(Exact name of registrant as specified in its charter)

FLORIDA

000-50390

65-1086538

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)
File Number)

Identification No.)

13050 La Paloma Road, Los Altos Hills, CA 94022

(Address of Principal Executive Office) (Zip Code)

(408) 313 5830

(Registrant’s telephone number, including area code)

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 [X]

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 [X]

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 [X]
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

[X]

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

The aggregate market value of the voting common stock held by non-affiliates of the
Registrant at the close of the second quarter on September 30, 2018, was
approximately $1,040,256.

The Registrant had 5,836,832 shares of common stock, $0.0001 par value per share,
outstanding on April 30, 2019

TABLE OF CONTENTS

FORM 10-K

FOR FISCAL YEAR ENDED MARCH 31, 2019

PART I

Page

ITEM 1.
Business

ITEM 2.

Properties

ITEM 3.

Legal Proceedings

ITEM 4.

Mine Safety Disclosure

PART II

ITEM 5.

Market for Registrants Common Equity and Related Stockholder Matters

ITEM 6

Selected Financial Data

ITEM 7.

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


Operation

ITEM 8.

Financial Statements and Supplementary Data

ITEM 9.

Changes In and Disagreements with Accountants on Accounting and Financial


Disclosure

8
ITEM 9A.

Controls and Procedures

ITEM 9B

Other Information

PART III

ITEM 10.

Directors, Executive Officers, Promoters and Control Persons; Compliance with


Section 16(a) of the Exchange Act

10

ITEM 11.

Executive Compensation

12

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management

13

ITEM 13.

Certain Relationships and Related Transactions

14

ITEM 14.

Principal Accountant Fees and Services

14

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules Signatures


15

PART I

ITEM 1. BUSINESS

(A) BUSINESS DEVELOPMENT

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

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

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

B) REPORTS TO SECURITY HOLDERS

The Bylaws of Kyto Technology and Life Science, Inc. are silent regarding an annual
report to shareholders. Kyto Technology and Life Science, 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 operates its business virtually from third party premises, or the homes
of its directors and officers.

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

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, 2019. 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 find and realize our investments.

(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."

Our common stock has traded on the OTC Bulletin Board (R), or OTCBB, since August
4, 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, 2019 and 2018. 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 Stock

High

Low

Fiscal Year Ended March 31, 2019

First quarter

2.35

2.35

Second quarter

2.35

$
2.35

Third quarter

2.35

2.35

Fourth quarter

2.35

2.35

Fiscal Year Ended March 31, 2018

First quarter

2.40

2.35

Second quarter

2.35
$

2.35

Third quarter

2.35

2.35

Fourth quarter

2.35

2.35

There were 5,836,832 shares of common stock outstanding as of the end of the fiscal
year ended March 31, 2019.

(B) HOLDERS

According to information provided to us by the transfer agent for our shares of


Common Stock, as of March 31, 2019, there were 14 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 approximately 100 beneficial
holders of our shares of Common Stock.

(C) DIVIDENDS

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

The holders of Class A and B Preferred Stock shall be entitled to receive out of
any funds of the Corporation at a time legally available for the declaration of
dividends, dividends at a rate as shall be established within the sole discretion
of the Board of Directors and under such terms and conditions as the Board shall
prescribe, provided, however, that in the event dividends shall be declared,
dividends on issued and outstanding Class A and B Preferred Stock shall be payable
before any dividends shall be declared or paid upon or set apart for the Common
Stock, all such dividends being noncumulative in nature.

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

The Company has authorized the creation of the Kyto Technology and Life Science,
Inc. Incentive Stock Option Plan for the benefit of employees, consultants and
directors. A pool of 2,697,085 shares was allocated to the option pool. These
options have subsequently vested and been exercised, as a result of which there are
no options outstanding or available for grant as of March 31, 2019.

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,

2019

March 31,

2018

Net Loss

(230,107)

(90,827)
Loss Per Share

(0.05)

(0.03)

Total assets

1,592,682

7,504

Total liabilities

28,950

324,460
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATION

(A) PLAN OF OPERATION & LIQUIDITY

The Company has not been profitable and since its inception in March 1999 has had
no revenue until the current fiscal year. In April, 2018, the Board adopted a new
business plan focussed on the development of early stage technology and life
science businesses through a combination of small investment funding and a range of
technical and advisory business services. In order to fund the new business plan,
the Company converted $320,000 of related party debt and accrued liabilities and
raised $1,770,000 in cash from the sale of investment units under the terms of a
private placement offered to accredited investors.

The Company has created a portfolio of minority investments in early-stage start-up


companies and derives its revenue opportunity from the sale of those investments.
Such sales are outside its control and depend on M&A transactions which may result
in cash or equity proceeds. The Company currently has $388,000 in the bank and
expects to secure an additional $300,000 within the next two months as a final call
on sales of Series A Preferred stock units, as the marketing of a $3 million
higher-valued Series B round is commenced with a target close date of October 2019.
The average monthly expenses for the year ended March 31, 2019 were $22,000 per
month so the Company has sufficient cash to fund its operations for the remainder
of its financial year ended March 31, 2020 if it simply manages its existing
investments. However, it plans to ramp up monthly expenditure to an average of
$48,000 per month to market and ensure the success of the Series B round,
whereupon, if successful it will have sufficient funding for further investments
and ongoing operations. In the event that the Series B close is delayed, management
has two viable alternative options to ensure continuity of liquidity and ongoing
operations: the ability to slow down expenditure or defer future investment
opportunities to balance its cash flow accordingly.

(B) RESULTS OF OPERATIONS

Revenue: The Company depends on the emergence of liquidity situations to realize


its investments in portfolio companies but does not have any ability to influence
such events. During the year ended March 31, 2019 there were no liquidation
transactions and accordingly the Company did not generate any revenue from
investments. The Company also provides advisory services to certain of its
portfolio companies and during the year ended March 31, 2019, the Company
recognized $9,000 revenue from advisory fees.

General and Administration expenses: General and administration expenses include


professional fees incurred in the course of SEC filing and compliance, and travel
and conference fees associated with fund raising and review of investment deal-
flow. The Company incurred expenses of $239,082 and $90,827 in the years ended
March 31, 2019 and 2018, respectively. The increase of 163% reflects the increased
level of new business activity as the Company raised funding from private
placements, and researched and evaluated investment candidates during the year
ended March 31, 2019.

For the years ended March 31, 2019 and 2019, the Company’s net loss was $230,107
and $90,827, respectively.

(C) LIQUIDITY AND CAPITAL RESOURCES

Working capital:

The Company had a working capital surplus of $65,684 at March 31, 2019 and a
working capital deficit of $(316,956) as of March 31, 2018. Cash was $93,634 and $4
as of March 31, 2019 and 2018, respectively.

Cash from operating activities:

The Company’s cash outflow from operations for the years ended March 31, 2019 and
2018 was $205,225 and $31,319, respectively.

Cash from financing activities:

The Company’s net cash flow from financing activities for the years ended March 31,
2019 and 2018 was $1,796,903 and $31,323, respectively. During the year ended March
31, 2019, the Company raised $1,770,000 from private placements of preferred
investment units from accredited investors.

The Company has adopted a new business plan to assist early stage technology and
life science companies by leveraging its network of experienced industry
specialists to provide a combination of professional advisory services and
investment, and thereby accelerate their development.

(D) OFF-BALANCE SHEET ARRANGEMENT


None.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Attached audited financial statements for Kyto Technology and Life Science, Inc.
for the fiscal years ended March 31, 2019 and 2018 can be found beginning on page
F-1.

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


DISCLOSURE

The Company did not change accountants during the year and as of the date of these
financial statements there are no disagreements with the findings of their
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, 2019 we carried out an
evaluation, under the supervision and with the participation of our management,
including the principal executive officer and the principal financial officer
(principal financial officer), of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the
1934 Act. Based on this evaluation, because of the Company’s limited resources and
limited number of employees, management concluded that our disclosure controls and
procedures were ineffective as of March 31, 2019

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, 2019
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, 2019 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,
2019 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, 2019 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.

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, 2019, we have engaged a third-party
bookkeeping and accounting service to post accounting entries and reconcile our
bank accounts. While this creates segregation of duties between the bookkeeping
function and management supervision and control, we still remain a small company
and therefore do not believe that these

changes in our internal control over financial reporting should be regarded as


material.

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 2018 that was not reported.

PART III

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

(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS


Name

Age

Position

Georges Benarroch

72

Director

Paul Russo

76

Chief executive officer and director

Simon Westbrook

70

Chief financial officer

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

Mr. GEORGES BENARROCH, DIRECTOR

Mr. Benarroch has been a director of the Company since May 5, 2000. He was elected
as President and Chief Executive Officer effective February 27, 2006. Mr. Benarroch
is the President and Chief Executive Officer of Comindus Finance Inc. Mr. Benarroch
has 40 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 35 years investment firms, in the USA, Canada and Europe. As
well he has been the CEO of a Canadian multibillion dollar asset management firm.
Mr. Benarroch resigned as President and Chief Executive Officer of KBPH on April
26, 2018 but remains as a Director.

Dr. PAUL RUSSO, CHIEF EXECUTIVE OFFICER & DIRECTOR

Dr. Russo is the Co-founder and CEO of Kyto Technology and Life Science, Inc. He is
also the Founder & Chairman of GEO Semiconductor (www.geosemi.com) since 2014,
after having served as Chairman & CEO from its founding in 2008. Dr. Russo also
serves as a Director of InBay (www.inbaytech.com), Irystec (www.irystec.com),
Semplus (www.sempluscorp.com) and several other technology ventures (Peekaboo,
Dynamount, Illuminati, Thrive, and other technology startups). Dr. Russo is heavily
involved with the Band of Angels, the Keiretsu Forum and other similar
organizations which review over 1,000 start-ups' business plans per year. He is
also a Board Advisor to BWG, LLC. Dr. Russo has served as an outside director of
ATI Technologies from 2001 through its acquisition by AMD in 2006.

Prior to founding GEO Semiconductor, Dr. Russo founded Silicon Optix in 2000, a
privately held fabless semiconductor company, serving as its Chairman & CEO through
2008. Prior to Silicon Optix, Dr. Russo was the founder, Chairman and CEO of
Genesis Microchip (acquired by ST Micro in 2007) following Genesis Microchip’s NASD
IPO in 1998.

Prior to founding Genesis, he was General Manager of the General Electric


Microelectronics Center, Senior Manager of General Electric’s Industrial
Electronics Development Lab and Head, Microsystems Research at RCA's David Sarnoff
Research Center. While at RCA, Dr. Russo worked on the world first CMOS
microprocessor and pioneered the first use of microprocessors in global
communications, programmable video games, TV manufacturing automation and
automotive engine control.

Mr. SIMON WESTBROOK, CHIEF FINANCIAL OFFICER

Effective March 15, 2018, Simon Westbrook was appointed the Company's Chief
Financial Officer. In 2009, Mr. Westbrook founded Aargo Inc, a company specializing
in financial consulting services to corporations in various tech-related
industries. Prior to Aargo, Inc., Mr. Westbrook was CFO of Amber Networks, Inc.,
and the Chief Financial Officer of Sage, Inc. (NASDAQ: SAGI), a Silicon Valley
company specializing in flat panel displays. Before joining Sage, Mr. Westbrook
held a number of senior financial positions at Creative Technology (NASDAQ: CREAF),
a leading PC multimedia company, and Atari Corp (AMEX: ATC), the video game and
home computer company both in the USA and overseas. At various times, he has held
positions as an advisory board member of the Silicon Valley Financial Executives
Institute, and various technology start-up companies where he has assisted in
strategic planning, fund raising and team development. Simon is a Chartered
Accountant and holds a Masters in Economics from Trinity College, Cambridge in the
UK.

(B) IDENTIFY SIGNIFICANT EMPLOYEES

The Company does not currently have, nor 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.

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 in $

Long-term compensation awards in $

Payouts in $
Name and principal position

Year

Salary

Bonus

Other annual

compensation

Securities

under

options/SARs

granted

Restricted

Shares or

restricted share

units

LT incentives

Georges Benarroch,

Director

2018

-
-

2017

Paul Russo,

Chief executive officer, director

2018

-
-

2018

Simon Westbrook,

Chief financial officer

2017

-
-

OPTION/SAR GRANTS TABLE

Name and position

Options, beginning of year

Granted

Vested

Exercised

Options, end of year

Georges Benarroch, Director

Paul Russo, Chief executive officer

2,697,085

2,697,085

2,697,085

Simon Westbrook, Chief financial officer

-
-

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

None

(C) 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, 2019 of Kyto other than for routine indebtedness.

(D) EMPLOYMENT CONTRACTS

None

(E) 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 & address of beneficial owner

Common shares

Percentage of class

Common

Comindus Finance Corp, Florida, USA

2,697,085

46.2%

Common

Paul Russo, Los Altos, California, USA

2,697,085

46.2%

(B) SECURITY OWNERSHIP OF MANAGEMENT


Title of class

Name & address of beneficial owner

Common shares

Percentage of class

Common

Georges Benarroch, Florida, USA

(1)

2,697,085

46.20%

Common

Paul Russo, California, USA

2,697,085

46.20%

Common

Simon Westbrook, California, USA

-
0.00%

(C) CHANGES IN CONTROL

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


Company.

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, 2018, a balance of $311,430 was payable to a director, chairman and
major shareholder of the Company in respect of expenses and fees incurred by him on
behalf of the Company. At June 30, 2018, a total of $314,901 of the related party
loans and accrued liabilities were converted into 400,000 investment units
(“Units”) consisting of 400,000 shares of Series A preferred stock, and 400,000
Warrants to purchase common stock at $1.20 per share. The units were valued at
$0.80 per unit. (See Note 5.) The Company recorded a loss on conversion of related
party debt of $5,099 and $0 respectively, during the years ended March 31, 2019 and
March 31, 2018.

10

Directors fees are also included in accrued liabilities – related parties.


Directors fees for the years ended March 31, 2019 and 2018 were $0 and $24,000,
respectively, and were included in general and administrative expense in the
accompanying statements of operations. At March 31, 2019 and 2018, the Company had
accrued and owed $2,250 and $0, respectively, to Paul Russo for car and telephone
allowance. At March 31, 2019 and 2018, the Company had accrued and owed $5,000 and
$0, respectively to Simon Westbrook for unpaid consulting fees.

(B) TRANSACTIONS WITH PROMOTERS

Georges Benarroch would be considered as a promoter of the Company. Georges


Benarroch is the president of Comindus Finance Corp, holding 2,697,085 shares of
the Company common stock represented by 46.2% 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


$37,500 and $37,500 for audit of our annual financial statements for the fiscal
years ended March 31, 2019 and 2018. These amounts include the review of our
related Forms 10Q during the years audited.

(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, 2019 and 2018.

(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, 2019 and 2018.

ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K

(A) LISTING OF EXHIBITS

EXHIBIT

NUMBER

DESCRIPTION

3(i)(a)
Articles of Incorporation of Kyto Technology and Life Science, Inc.*

3(i)(b)

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

3(ii)

Bylaws of Kyto Technology and Life Science, Inc.*

31.1

Section 302 Certification of 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 Technology and Life Science, 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 Technology and Life
Science, Inc. will not compromise its principles for short-term advantage. The
ethical performance of this company is the sum of the ethics of those who work
here. Thus, we are all expected to adhere to high standards of personal integrity.

11
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 Technology and Life Science, 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 Technology and Life Science, 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.

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
Technology and Life Science, 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.

12

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 TECHNOLOGY AND LIFE SCIENCE, INC.

DATE: May 16, 2019

By: / s/ Simon Westbrook

Name: Simon Westbrook

Chief Financial 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/ Paul Russo

Chief Executive Officer

May 16, 2019

Paul Russo
/s/ Georges Benarroch

Director

May 16, 2019

Georges Benarroch

/s/ Simon Westbrook

Chief Financial Officer

May 16, 2019

Simon Westbrook

13

Kyto Technology and Life Science, Inc.


Financial Statements

Table of Contents

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheets as of March 31, 2019 and 2018

F-3

Statements of Operations for the years ended March 31, 2019 and 2018

F-4

Statement of Stockholders' Deficit for the years ended March 31, 2019 and 2018

F-5

Statements of Cash Flows for the years ended March 31, 2019 and 2018
F-6

Notes to Financial Statements

F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Kyto Technology and Life Science,
Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Kyto Technology and Life
Science, Inc. (the Company) as of March 31, 2019 and 2018, and the related
statements of operations, stockholders’ equity (deficit), and cash flows for each
of the years in the two year period ended March, 31, 2019, and the related notes
(collectively referred to as the financial statements). In our opinion, the
financial statements present fairly, in all material respects, the financial
position of the Company as of March 31, 2019 and 2018, and the results of its
operations and its cash flows for each of the years in the two year period ended
March 31, 2019, in conformity with accounting principles generally accepted in the
United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s financial statements based
on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our
audits, we are required to obtain an understanding of internal control over
financial reporting, 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.

Our audits included performing procedures to assess the risks of material


misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2011

/s/RBSM LLP

Henderson, NV

May 16, 2019

F-2

Kyto Technology and Life Science, Inc.

Balance Sheets

March 31,
March 31,

2019

2018

ASSETS

Current Assets

Cash

93,634

$
4

Receivables

1,000

Prepaid & other current assets

7,500

Total Current Assets

94,634

7,504

Investments

1,498,048
-

Total Assets

1,592,682

7,504

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities

Accounts payable & accrued liabilities

21,700

13,030

Accrued liabilities & loans - related party

7,250

311,430

Total Current Liabilities

28,950

324,460
Commitments and Contingencies

Stockholders' Equity (Deficit)

Series A preferred convertible stock, $1.00 par value, 4,000,000 shares

authorized, 2,612,500 and none issued and outstanding as of

March 31, 2019 and March 31, 2018, respectively

2,612,500

Series B preferred convertible stock, $0.80 par value, 1,500,000 shares


authorized, none issued and outstanding as of March 31, 2019 and

March 31, 2018, respectively

Common stock, $0.0001 par value, 100,000,000 shares

authorized, 5,836,832 and 3,139,747 issued and outstanding as of

March 31, 2019 and March 31, 2018, respectively

584

314

Additional paid-in capital

31,561,501

32,063,476

Accumulated deficit

(32,610,853)

(32,380,746)

Total Stockholders' Equity (Deficit)

1,563,732
(316,956)

Total Liabilities and Stockholders' Equity (Deficit)

1,592,682

7,504

The accompanying notes are an integral part of these audited financial statements.
F-3

Kyto Technology and Life Science, Inc.

Statements of Operations

For the Years Ended March 31,

2019

2018

Revenue from sale of services

9,000

-
Operating Expenses

General and administrative

239,082

90,827

Total Operating Expenses

239,082

90,827

Loss from Operations


(230,082)

(90,827)

Interest expense, net

(25)

Net Loss before taxes

(230,107)

(90,827)
Net income (tax) benefit

Net Loss

(230,107)

(90,827)

Weighted average number of shares outstanding

basic and diluted


4,768,369

3,139,747

Net loss per share - basic and diluted

(0.05)

(0.03)
The accompanying notes are an integral part of these audited financial statements.

F-4

Kyto Technology and Life Science, Inc.

Statements of Shareholders' Equity (Deficit)

Preferred

Preferred

Stock

Preferred

Preferred

Stock

Common
Common

Stock

Additional

Paid-in

Accumulated

Stock #

Amount

Stock #

Amount

Stock #

Amount

Capital

Deficit

Total

Balance, March 31, 2017

$ -

$ -

3,139,747

$ 314

$32,063,476

$(32,289,919)

$(226,129)
Net (loss) for year ended March 31, 2018

(90,827)

(90,827)
Balance, March 31, 2018

3,139,747

314

32,063,476

(32,380,746)

(316,956)

Net (loss) for the year ended March 31, 2019

-
-

(230,107)

(230,107)

Sale of Series A preferred stock at $0.80 per share

2,212,500

2,212,500

(442,500)

1,770,000
Series A Preferred stock issued for conversion of related party debt

400,000

400,000

(80,000)

320,000
Exercise of options for common stock at $.006 per share

2,697,085

270

15,912

16,182

Compensation expense on stock options

-
-

4,613

4,613

Balance, March 31, 2019

2,612,500

$2,612,500

$ -

5,836,832

$ 584

$31,561,501

$(32,610,853)

$1,563,732

The accompanying notes are an integral part of these audited financial statements.
F-5

Kyto Technology and Life Science, Inc.

Statements of Cash Flows

For the year ended

For the year ended

March 31, 2019

March 31, 2018


CASH FLOW FROM OPERATING ACTIVITIES

Net loss

(230,107)

(90,827)

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

Loss on conversion of related party debt

5,099

-
Option compensation expense

4,613

Increase / (decrease) in operating assets and liabilities

Receivables

(1,000)

Prepaid & other current assets


7,500

(7,500)

Related party liabilities

64,000

Accounts payable and accrued liabilities

8,670

3,008

Total cash (used in) operating activities

(205,225)
(31,319)

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of equity investments

(1,498,048)

Total cash used in investing activities

(1,498,048)

-
CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from sales of preferred stock

1,770,000

Proceeds from exercise of options for common stock

16,182

Advances from related party

10,721

31,323
Total cash provided by financing activities

1,796,903

31,323

Net increase in cash

93,630

Cash at beginning of period

4
-

Cash at end of period

93,634

Supplemental Cash Flow Information:

Interest Paid

25

Taxes Paid

-
$

Non Cash Financing and Investing Activities

Preferred shares issued for conversion of related party debt

320,000

-
The accompanying notes are an integral part of these audited financial statements.

F-6

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF BUSINESS

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

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

(B) LIQUIDITY

The Company has created a portfolio of minority investments in early-stage start-up


companies and derives its revenue opportunity from the sale of those investments.
Such sales are outside its control and depend on M&A transactions which may result
in cash or equity proceeds. The Company currently has $388,000 in the bank and
expects to secure an additional $300,000 within the next two months as a final call
on sales of Series A Preferred stock units, as the marketing of a $3 million
higher-valued Series B round is commenced with a target close date of October 2019.
The average monthly expenses for the year ended March 31, 2019 were $22,000 per
month so the Company has sufficient cash to fund its operations for the remainder
of its financial year ended March 31, 2020 if it simply manages its existing
investments. However it plans to ramp up monthly expenditure to an average of
$48,000 per month to market and ensure the success of the Series B round,
whereupon, if successful it will have sufficient funding for further investments
and ongoing operations. In the event that the Series B close is delayed, management
has two viable alternative options to ensure continuity of liquidity and ongoing
operations: the ability to slow down expenditure or defer future investment
opportunities to balance its cash flow accordingly.

(C) REVENUE RECOGNITION

The Company derives revenue from two sources: proceeds from the sale of investments
and fees earned from the provision of financial advisory services to portfolio
investment companies. As a minority, early-stage investor, the Company does not
have the ability to manage the timing or acceptance of liquidity events that will
realize its investments, nor the ability to predict when they may happen, although
as a guideline, it would expect such events to occur around four years after its
investments are made. The Company will book the revenue from investment activities
upon completion of sale and receipt of net proceeds, after deducting related
transaction expenses. The Company does not recognize any revenue from unrealized
gains. The Company is in regular contact with the management of its portfolio
investment companies and, from time to time, provides investment advice on a
meeting or project basis under its advisory agreements. The services are invoiced,
and the revenue recognized, upon completion.
(D) 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-7

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(CONTINUED)

(E) 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, 2019 and 2018 include
the valuation allowance of stock options and warrants.

(F) 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, 2019 and 2018, respectively.

(G) CONCENTRATIONS
The Company maintains its cash in bank checking and deposit accounts, which, at
times, may exceed federally insured limits. As of March 31, 2019 and 2018, 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, 2019 and
2018, respectively.

(H) STOCK-BASED COMPENSATION

Financial Accounting Standards Board Accounting Standards Codification Topic 718,


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

(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) INVESTMENTS

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

(K) FAIR VALUE OF FINANCIAL INSTRUMENTS


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

F-8

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(CONTINUED)

(K) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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

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

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


corroborated by market data

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

(L) 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

The Company has no commitments or contingencies.

NOTE 3 RELATED PARTY TRANSACTIONS

At March 31, 2018, a balance of $311,430 was payable to a director, chairman and
major shareholder of the Company in respect of expenses and fees incurred by him on
behalf of the Company. At June 30, 2018, a total of $314,901 of the related party
loans and accrued liabilities were converted into 400,000 investment units
(“Units”) consisting of 400,000 shares of Series A preferred stock, and 400,000
Warrants to purchase common stock at $1.20 per share. The units were valued at
$0.80 per unit. (See Note 5.) The Company recorded a loss on conversion of related
party debt of $5,099 and $0 respectively, during the years ended March 31, 2019 and
March 31, 2018.

Directors fees are also included in accrued liabilities – related parties.


Directors fees for the years ended March 31, 2019 and 2018 were $0 and $24,000,
respectively, and were included in general and administrative expense in the
accompanying statements of operations. At March 31, 2019 and 2018, the Company had
accrued and owed $2,250 and $0, respectively, to Paul Russo for car and telephone
allowance. At March 31, 2019 and 2018, the Company had accrued and owed $5,000 and
$0, respectively to Simon Westbrook for consulting fees.

NOTE 4 STOCKHOLDERS' DEFICIENCY

STOCKHOLDERS DEFICIENCY

As reflected in the accompanying financial statements, the Company has minimal


revenues, a net loss of $230,107, and an accumulated deficit of $32,610,853 at
March 31, 2019.

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.
Diluted net loss per share is not reported where the diluted earnings per share
would be anti-dilutive. The following reconciles amounts reported in the financial
statements for the years ended:
2019

2018

Net loss available to common shareholders

(230,107)

(90,827)

Weighted average common shares outstanding

4,768,369

3,139,747

Basic and diluted net loss per share

(0.05)

(0.03)

F-9

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 5 INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA), which significantly
modified U.S. corporate income tax law, was signed into law by President Trump. The
TCJA contains significant changes to corporate income taxation, including but not
limited to the reduction of the corporate income tax rate from a top marginal rate
of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense
to 30% of earnings (except for certain small businesses), limitation of the
deduction for net operating losses to 80% of current year taxable income and
generally eliminating net operating loss carrybacks, allowing net operating losses
to carryforward without expiration, one-time taxation of offshore earnings at
reduced rates regardless of whether they are repatriated, elimination of U.S. tax
on foreign earnings (subject to certain important exceptions), immediate deductions
for certain new investments instead of deductions for depreciation expense over
time, and modifying or repealing many business deductions and credits (including
changes to the orphan drug tax credit and changes to the deductibility of research
and experimental expenditures that will be effective in the future).

The Company had no income tax provision for the years ended March 31, 2019 and 2018
because the Company had net operating losses for federal and state tax purposes.
The net operating loss carryovers may be subject to annual limitations under
Internal Revenue Code Section 382/383, and similar state provisions, should there
be a greater than 50% ownership change as determined under the applicable income
tax regulations. The amount of the limitation would be determined based on the
value of the company immediately prior to the ownership change and subsequent
ownership changes could further impact the amount of the annual limitation or
eliminate them entirely. An ownership change pursuant to Section 382/383 may have
occurred in the past or could happen in the future, such that the NOLs available
for utilization could be significantly limited or eliminate them entirely.

A reconciliation of the statutory federal income tax rate to the Company’s


effective tax rate is as follows:

For the years ended March 31

2019

2018

Tax benefit at federal statutory rate

(21.0)%

(21.0)%

State income taxes, net of federal benefit*

(8.8)%
(4.7)%

Permanent differences

- %

-%

Change in valuation allowance

29.8%

25.7%

Effective income tax rate

-%

-%

*nexus transferred to California in 2019

The Company has determined that a valuation allowance for the entire net deferred
tax asset is required. A valuation allowance is required if, based on the weight of
evidence, it is more likely than not that some or the entire portion of the
deferred tax asset will not be realized. After consideration of all the evidence,
management has determined that a full valuation allowance is necessary to reduce
the deferred tax asset to zero.

The tax effects of temporary differences that give rise to deferred tax assets and
liabilities are presented below:
For the years ended March 31

2019

2018

Net operating loss carryforwards

6,304,297

6,898,057

Current year losses

230,107

90,827

Permanent differences

Gross deferred tax assets

6,534,404

6,988,884

Valuation allowance
(6,534,404)

(6,988,884)

Deferred tax asset, net of valuation allowance

At March 31, 2019 and 2018, the Company had net operating loss carry forwards for
federal and state income tax purposes of approximately $6.5 million and $6.9
million, respectively. These loss carryforwards expire within fifteen to twenty
years of the respective tax years and may be used to offset future taxable income
through 2038.

F-10

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 5 INCOME TAXES (CONTINUED)

The TCJA, also introduces a limitation on the amount of NOLs that a corporation may
deduct in a single tax year under section 172(a) equal to the lesser of the
available NOL carryover or 80 percent of a taxpayer’s pre-NOL deduction taxable
income (the “80-percent limitation”). This limitation applies only to losses
arising in tax years that begin after Dec. 31, 2017 based upon section 172(e)(1) of
the amended statute.

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 rules, as defined in the Internal Revenue Code 382/383. The Company has not
determined if an ownership change has occurred that would limit the use of the net
operating losses or eliminate them entirely.

The Company’s tax returns are subject to examination by tax authorities beginning
with the year ended March 31, 2015 (or the tax year ended March 31, 2013 if the
Company were to utilize its NOLs).
NOTE 6 EQUITY

(A) PREFERRED STOCK

As of March 31, 2019 and March 31, 2018, there are 4,000,000 shares of Series A
preferred stock (“Series A”) authorized at a par value of $1.00 per share. The
Company has outstanding 2,612,500 shares of Series A as a result of the sale during
the year ended March 31, 2018 of 2,212,500 Units at $0.80 per Unit in a private
placement to accredited investors for $2,212,500, and 400,000 Units for the
conversion of $320,000 of related party debt. The Units consist of one Series A
share and one warrant per Unit. The Series A can either be converted into Common
Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share.
In the event of any liquidation or winding up of the Company, the holders of the
Series A shall be entitled to receive in preference to the holders of Common Shares
a per share amount equal to two times (2 X) their original purchase price plus any
declared but unpaid dividends (the Liquidation Preference). All share issuances and
obligations are recognized on the books and stock register, however, as at the date
of this report certificates have not been delivered as a result of administrative
delays in transferring to the Company’s selected stock transfer agent. On March 26,
2019 the Board approved resolutions to increase the authorized share capital from 2
million to 4 million Series A Preferred Shares, and the number of units to be sold
in the private placement from 3 million to 4 million, subject to demand and
investment requirements as determined from time to time by the Board.

There are also 1,500,000 shares of Series B preferred stock (“Series B”) authorized
at a par value of $0.80 per share. No Series B was issued or outstanding as at
March 31, 2019 or March 31, 2018. The Series B can either be converted into Common
Shares upon listing of the Company on Nasdaq or elect to receive $1.60 per share.
In the event of any liquidation or winding up of the Company, the holders of the
Series B shall be entitled to receive in preference to the holders of Common Shares
and Series A, a per share amount equal to two times (2 X) their original purchase
price plus any declared but unpaid dividends (the Liquidation Preference)

(B) COMMON STOCK

The Company has authorized 100,000,000 shares of common stock at a par value of
$0.0001 per share. As of March 31, 2019, and March 31, 2018 a total of 5,836,832
and 3,139,747 shares of the Company’s common stock were issued and outstanding,
respectively.

(C) PRIVATE PLACEMENT

In April 2018, in a non-brokered private placement, as extended and amended from


time to time, the Company offered accredited investors an opportunity to purchase a
minimum of 875,000 and maximum of 3,000,000 Units. These Units consist of one
Series A (convertible into one common share) and one warrant (exercisable into one
common share at $1.20 per share for a period of three years). The Preferred Shares
can be converted into Common Shares upon listing of the Company on NASDAQ, or
redeemed for $1.60 per share. In the event of any liquidation or winding up of the
Company, the holders of preferred shares shall be entitled to receive in preference
to the holders of Common Shares a per share amount equal to (2x) the Original
Purchase price plus any declared but unpaid dividends (“Liquidation preference”).
The Units are priced at $0.80 per unit.

F-11

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 6 EQUITY (CONTINUED)

(C) PRIVATE PLACEMENT (CONTINUED)

In April 2018, a total of $320,000 of related party loans and accrued liabilities
were converted into Units consisting of 400,000 shares of Series A, and 400,000
Warrants to purchase common stock at $1.20 per share. Additionally, since April
2018, the Company has sold 2,212,500 investment units to accredited investors in a
private placement for $1,770,000 in cash.

(D) STOCK OPTIONS

In April 2018, the Company approved the introduction of the Kyto Technology and
Life Science, Inc. Incentive Stock Option Plan for the benefit of employees,
consultants and directors, with the objective of securing the benefit of services
for stock options rather than cash salaries. In the year ended March 31, 2018, the
Company granted a total of 2,697,085 options at an exercise price of $0.006 per
share. During the year ended March 31, 2019, 2,697,085 options vested upon the
closing of the private placement and were exercised for $16,182.

Number of options

Weighted average exercise price

Weighted average remaining life

in years
Outstanding March 31, 2018

Granted

2,697,085

Exercised

(2,697,085)

Cancelled

Outstanding March 31, 2019

Exercisable March 31, 2019

-
In connection with the grant of stock options the Company recognises the value of
the related option expense using the Black Scholes model, with appropriate
assumptions for option life, stock value, risk free interest rate, volatility, and
cancellations. The assumptions used for options granted in the year ended March 31,
2019 were as follows:

Stock Price at grant date

0.006

Exercise Price

0.006

Term in Years

1.00

Volatility assumed

73.0%

Annual dividend rate

0.0%

Risk free discount rate

1.79%

The compensation expense calculated at time of grant is amortised over the vesting
period for the options granted. During the year ended March 31, 2019, the Company
amortised $4,613 as option expense.

F-12

KYTO TECHNOLOGY AND LIFE SCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS MARCH 31, 2019

NOTE 6 EQUITY (CONTINUED)


(E) WARRANTS

In conjunction with the sale of stock Units, the Company issued 2,612,200 warrants
to purchase common stock at a price of $1.20 per share for a period of three years.
The Company values the warrants using the Black Scholes model, with appropriate
assumptions for warrant life, stock value, risk free interest rate, and volatility.

Number of warrants

Weighted average exercise price

Weighted average remaining life in years

Outstanding March 31, 2018

Granted

2,612,500

1.20

3.00

Exercised

Cancelled

Outstanding March 31, 2019

2,612,500
1.20

2.41

Exercisable March 31, 2019

2,612,500

2.41

At March 31, 2019 the value of the warrants was $0 as the Company did not bifurcate
the value of Series A and warrants within the Units sold. There were no warrants
issued or outstanding at March 31, 2018.

NOTE 7 SUBSEQUENT EVENTS

Since March 31, 2019, the Company has raised $525,000 from the sale of 656,250
Series A preferred stock units through private placements.

Since March 31, 2019, the Company has invested $123,500 in two additional
investment opportunities.

In April 2019, the Board authorized and paid a bonus of $50,000 to the chief
executive officer in recognition of his success in fund raising.

F-13

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