SecProbe.io

Mail Stop 4720

January 28, 2016

Via E -mail
Mr. Kenneth Waggoner
Chief Executive Officer, Chairman of the Board and Director
PharmaCyte Biotech, Inc.
12510 Prosperity Drive, Suite 310
Silver Spring, MD   20904

Re: PharmaCyte Biotech, Inc.
Form 10 -K for the Fiscal Year Ended April 30, 2015
Filed  July 29, 2015 and amended on  January 19, 2016
File No. 333-68008

Dear Mr. Waggoner :

We have limited our review of the above filing to those  issues we have addressed in our
comments.  In  some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

 Please respond to this letter within  ten business days by amending your filing and
providing t he requested information  or by advising us as soon as possible when you will respond .
If you do not believe that a comment applies to your facts and circumstances, please tell us why
in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K/A for the Fiscal Year Ended April 30, 2015

Report of Independent Registered Public Accounting Firm, page F -2

1. Please have Farber Hass Hurley LLP revis e its report to add an explanatory paragraph
regarding the restatements. Refer to AS 508.11.d and 508.18A.  Furthermore, have the audit
report date revised to include a reference to all material changes in the financial statements
(i.e. Note s 7, 9, and 14).  Refer to AS 530.

Note 1A – Restatement and Revision of Previously Reported Consolidated Financial Statements,
page F -9

2. You disclose that the Consultant Agreement, issuance of shares of common stock to the
consultant pursuant to the Consultant Agreement, issuance of certain warrants to
purchase common stock with a cash exercise feature and the cashless warrants to the

Mr. Kenneth Waggoner
PharmaCyte Biotech, Inc.
January 28, 2016
 Page 2

 consu ltant should have been recorded as prepaid assets and amortized over the term of
the Consultant Agreement.  Please tell us, citing the relevant accounting guidance, how
you determined these items should be classified as prepaid assets and not as expenses.  In
addition, tell us how you determined the amounts recorded and specify the term over
which they will be amortized.

3. Please tell us why your Form 8 -K dated 12/30/2015 did not report the restatement to
classify the Consultant Agreement, common stock iss ued under the Consultant
Agreement and cash and cashless exercise warrants granted under the Consultant
Agreement as prepaid assets .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

 In responding t o our comments , please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commissi on or any person under the federal securities laws of the United States.

You may contact Keira Nakada, Senior Staff Accountant,  at (202) 551 -3659 or Sharon
Blume, Accounting Branch Chief, at (202) 551 -3474 .  In this regard, do not hesitate to contact
me a t (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance