UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2021
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)
DELAWARE
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000-50390
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65-1086538
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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13050 La Paloma Road, Los Altos Hills, CA 94022
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(Address of Principal Executive Office) (Zip Code)
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(650) 204 7896
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class)
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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
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[X]
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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, 2020, was approximately $973,856.
The Registrant had 13,268,871 shares of common stock, $0.01 par value per share, outstanding on August 2, 2021.
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EXPLANATORY NOTE
The sole purpose of this Amendment # 1 to Annual Report on Form 10-K ("Form 10-K") for the period ended March 31,2021, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment #1 to the Form 10-K speaks as of the original filing date of the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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ITEM 15. EXHIBITS AND REPORTS ON FORM 10-K
(A) LISTING OF EXHIBITS
EXHIBIT
NUMBER
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DESCRIPTION
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3(i)(a)
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Articles of Incorporation of Kyto Technology and Life Science, Inc.*
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3(i)(b)
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Articles of Amendment changing name to Kyto Technology and Life Science, Inc.*
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3(i)(c)
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Delaware incorporation and revised articles of incorporation **
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3(ii)
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Bylaws of Kyto Technology and Life Science, Inc.*
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31.1
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Section 302 Certification of the principal executive officer ***
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31.2
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Section 302 Certification of the principal financial and accounting officer***
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32.1
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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 ***
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32.2
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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 financial accounting officer***
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18.1
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Auditors preferability letter re adoption of ASC 946 **
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101
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XBRL (eXtensible Business Reporting Language) ***
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* Filed as Exhibit to Company's Form 10-SB on September 12th, 2003, with the Securities and Exchange Commission
** Filed as Exhibit with the Form 10-K for the period ended March 31, 2020 filed on June 30, 2020.
*** Filed herewith
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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.
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KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
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DATE: August 11, 2021
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By:
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/ s/ Simon Westbrook
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Name:
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Simon Westbrook
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Chief Financial Officer
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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
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Title
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Date
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/s/ Paul Russo
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Chief Executive Officer
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August 11, 2021
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/s/ Georges Benarroch
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Director
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August 11, 2021
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/s/ Simon Westbrook
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Chief Financial Officer
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August 11, 2021
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