SecProbe.io

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                              KYTO BIOPHARMA, INC.
                          41A AVENUE ROAD, YORK SQUARE
                            TORONTO, ONTARIO, M5R 2G3
                              PHONE (416) 955-0349
                               FAX (416) 364-1522

Jeffrey Riedler                                       Friday, September 16, 2005
Assistant Director
United Sates Securities and Exchange Commission

Re:      Kyto Biopharma, Inc.
         Form 10-KSB for the Year Ended March 31, 2005 Filed June 29, 2004 File
         No. 000-50390

Please find enclosed for your perusal our responses to the comments sent to us.
In order to facilitate your review, we have prepared the following documents:

o    In Appendix A, the response and requested information according to the list
     of comments sent to us on August 29, 2005.
o    In Appendix B, you will find a red lined copy of the changes according to
     responses provided in Appendix A.
o    And finally in Appendix C, you will find all the agreements filed with this
     Amended Form 10-KSB.

We also acknowledge that:

o    The Company is responsible for the adequacy and accuracy of the disclosure
     in the filings;
o    Staff comments or changes to disclosure in response staff comments in the
     filings reviewed by the staff do not foreclose the Commission from taking
     any action with respect to the filing;
o    The Company may not assert staff comments as a defense in any proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States;

We hope the above to be satisfactory.

Yours very truly,

Kyto Biopharma, Inc.

_______________________
Jean-Luc Berger, Ph.D.
President & C.E.O.

<PAGE>

                                   APPENDIX A
                                   ----------

GENERAL

1.   PLEASE INCLUDE THE INFORMATION REQUIRED BY ITEM 406 OF REGULATION S-B
     REGARDING A CODE OF ETHICS. SEE ITEM 9 OF FORM 10-KSB.

The Company is not in compliance with the above requirement. The Company intends
to satisfy the disclosure requirement of the Code of Ethics. In that regard,
Management and the Board of Directors have initiated the drafting of the Code of
Ethics and expect to file the document in a timely manner. Our Form 10-KSB has
been amended with the following section in Part III, Item 9:

     (F) CODE OF ETHICS

At the time of filing this Form 10-KSB, the Company has not adopted a code of
ethics that applies to all directors, officers, employees and agents including
its principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions.
Management and the Board of Directors have initiated the drafting of the Code of
Ethics and expect to file the document in a timely manner.

The Code of Ethics is intended to promote, among other things:

     o    honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

     o    full, fair, accurate, timely and understandable disclosure in
          continuous disclosure reports and documents filed with or submitted to
          securities regulators, and other public communications;

     o    compliance with applicable governmental laws, rules and regulations;

     o    prompt internal reporting of violations of the Code to the appropriate
          person identified in the Code; and,

     o    accountability for adherence to the Code.

The Code of Ethics is intended to provide general guidance as to ethical
behaviour when dealing with other people - from employees, officers and
directors to customers, suppliers, government authorities and the public. The
Code of Ethics of Kyto Biopharma will be available at a dedicated page on the
Company's website (www.kytobiopharma.com). All of our directors, officers,
employees, agents and consultants are expected to adhere to the principles of
the Code of Ethics in their dealings with us.

<PAGE>

BUSINESS OF THE ISSUER
----------------------

2.   REVISE THE PRODUCT CANDIDATE TABLES ON PAGES 3 AND 8 TO INDICATE WHETHER
     THE CANDIDATE IS IN THE PRE-CLINICAL STAGE OF DEVELOPMENT OR THE CLINICAL
     STAGE OF DEVELOPMENT. IF IT IS IN A CLINICAL STAGE OF DEVELOPMENT, INDICATE
     WHETHER AN IND HAS BEEN FILED AND IF IT IS IN PHASE I, II, III OR IV OF
     CLINICAL TRIALS.

Tables on pages 3 and 8 have been revised according to the comment and indicate
now that the product candidates of the Company are in the pre-clinical stage of
development.

3.   ON PAGE 5 YOU REFER TO "EXISTING RELATIONSHIPS WITH OTHER PARTIES". PLEASE
     REVISE TO DESCRIBE THESE RELATIONSHIPS. IF YOU ARE CURRENTLY DEPENDENT ON
     AGREEMENTS WITH THESE PARTIES, THE MATERIAL TERMS OF THE AGREEMENTS MUST BE
     DESCRIBED IN THE FILING AND THE AGREEMENTS MUST BE FILED AS EXHIBITS.

The paragraph has been modified with the underlined sentence, Details of the
relationships has been added to Section (3) and filing of the agreements as
exhibits has been made accordingly (see responses below to comments 4 & 5).

Our strategy for the research, development and commercialization of our
potential biopharmaceutical products may require us to enter into various
arrangements with corporate and academic collaborators, licensors, licensees and
others, in addition to our existing relationships with other parties (for
details see below section (3) Research and Development Programs). Specifically,
we may seek to joint venture, sublicense or enter other marketing arrangements
with parties that have an established marketing capability or we may choose to
pursue the commercialization of such products on our own. We may, however, be
unable to establish such additional collaborative arrangements, license
agreements, or marketing agreements as we may deem necessary to develop,
commercialize and market our potential pharmaceutical products on acceptable
terms.

<PAGE>

4.   DISCLOSE THE MATERIAL TERMS OF YOUR AGREEMENTS WITH NYU AND THE RESEARCH
     FOUNDATION OF THE STATE UNIVERSITY OF NEW YORK INCLUDING:

     o    AMOUNTS RECEIVED TO DATE

     o    AGGREGATE AMOUNT OF POTENTIAL MILESTONES PAYMENTS

     o    EACH PARTY'S OBLIGATIONS UNDER THE AGREEMENT

     o    EXISTENCE OF REVENUE SHARING OR ROYALTY ARRANGEMENTS; AND

     o    EXPIRATION AND TERMINATION PROVISIONS.

Form 10-KSB has been amended with the following section included in Part I, Item
1, (b) Business of the Issuer in section (3) Research and development programs.

(3)      Research and Development Programs

     ...

In common with other biotechnology companies, it has been the Company's strategy
to develop technologies that target the development of therapeutics which
address large unmet market opportunities. A hallmark of this business strategy
is to leverage strategic alliances with biotechnology companies and academic
centers to enhance internal development. In congruence with the above trends,
the Company has implemented the first phase intended to leverage the
development, regulatory and commercialization expertise of potential corporate
partners to accelerate the development of its products while retaining full or
co-promotion rights, as implemented with the research programs with the State
University of New York, New-York University, and Medarex Inc. Currently, this
strategy circumvents costly implementation and operation of laboratory
facilities, reduces development costs and maximizes flexibility.

In order to conduct the research necessary to conduct pre-clinical and proceed
later into human clinical trials, experience in several scientific areas is
required. For the current effort in targeting the vitamin B12 pathway, these
include:

(a)  Knowledge of vitamin B12 metabolism and cellular uptake;
(b)  Diseases and market awareness, with initial focus in Oncology
(c)  Gene cloning and expression (i.e. recombinant protein technology);
(d)  Organic chemistry;
(e)  Scale-up manufacture of drug candidates; and
(f) In vitro and in vivo models to study toxicity and therapeutic efficacy of
drug candidates

Some of our product development programs depend on our ability to maintain
rights under collaboration agreements. These partners have the power to
terminate the agreements with us if we fail to meet our obligations under these
agreements. If we default under any of these collaboration agreements, we may
lose or partially lose our rights to market and sell any future products based
on the developed technologies.

The Research Foundation of State University of New York

On August 1999, the Company and The Research Foundation of State University of
New York (RFSUNY) have entered into a research collaboration agreement (the
"RFSUNY Agreement") aimed to evaluate and investigate the biological activities

<PAGE>

of monoclonal antibodies and vitamin B12 related agents that have potential uses
in patient care and treatment. The RFSUNY Agreement was further amended with
Extension Modification of Research Collaboration Agreement Modification No. 1
and No. 2 entered on February 2001 and December 2004, respectively.

The RFSUNY Agreement grants the Company an option to negotiate and acquire an
exclusive world-wide, royalty bearing license to the antibodies. The Company and
RFSUNY agreed to enter into good faith negotiations regarding the terms and
conditions of said license, and further agree to negotiate license fee rates and
other payments that are fair and reasonable to both parties. If RFSUNY and the
Company fail to enter into an agreement during that period of time, the Company
shall have a right of first refusal to any terms generally more favourable
offered by the University to a third party for a period of one year thereafter.
To date, the parties did not enter into the negotiation period. The Company paid
$97,392.00 in November 2004 for the work performed under the RFSUNY Agreement
and Modification No. 1 and $35,000 in January 2005 under Modification No. 2 for
a total of $132,392 paid to RFSUNY. In December 2004, the Company signed an
Extension Modification of Research Collaboration Agreement Modification No. 2
with RFSUNNY regarding the research and development of the use of monoclonal
antibodies to block the vitamin B12 uptake by cancer cells for funding
consideration of $35,000 to be appropriated for the initial 6 months of the
conduct of the research plan from January 1, 2005 through June 30, 2005. Also,
the Company shall amend patent No. 5,688,504 to legally establish joint
ownership with RFSUNY. The $35,000 was paid in January 2005.

New York University

On November 1999, the Company and New York University ("NYU") have entered into
a collaborative research agreement (the "NYU Agreement") to synthesize new
vitamin B12 analogs. For the work performed under the terms of NYU Agreement,
the Company was indebted to NYU in the aggregate amount of $102,780, and the
parties agreed to convert this debt into common stock from treasury of the
Company for issuance of 113,058 common shares pursuant to the terms of a Debt
Settlement Agreement and Put option (the "Put Option Agreement") dated November
19, 2002. Specifically, three years from the date of the initial settlement, the
put option holders have a thirty-day period in which to notify the Company of
their intent to put the options back to the Company at a redemption price of
$1.00 per share. The Company will then have 90 days from the notification date
to make the required payment. To date, the Company has not received a
notification from NYU regarding their intention to redeem their shares according
to the Put Option Agreement. Under the NYU Agreement, NYU granted the Company an
exclusive option at any time during the option period to negotiate a new
agreement with respect to an exclusive worldwide license to use and practice the
Research Technology. The license shall include reasonable and customary terms
and conditions (including, but not limited to reasonable royalties) with respect
to university-industry agreements. The Agreement is expected to be terminated
once the Option period is expired.To date, the parties did not initiate the
option period and the Company has no further financial obligation towards NYU.

Medarex Inc.

On January 2001, the Company and Medarex Inc. (NasdaqNM:MEDX) have entered into
an agreement for the research, development and commercialization of novel cancer
therapeutics through the application of Medarex's UltiMAb Human Antibody
Development Systemsm. The Company is contributing several cancer related targets
to the collaboration. By having access to Medarex' human antibody platform and
development capability, the Company will be able to efficiently advance its
development program to human clinical trials and reduce operating costs. The
Medarex' T-12 Development program TM - "Target to Trial" in about 12 months -
has been documented as one of the most advanced approach for the development of
high affinity fully human therapeutic antibodies.

<PAGE>

Under terms of the agreement, the Company will develop and commercialize human
antibody products resulting from this alliance. Medarex is responsible for
generating fully human antibodies to targets provided by Kyto. Some of the
scientific emanating from the collaboration with Medarex is outlined below:

     o    Creation of high-affinity, fully human antibodies against targets
          delivered by the Company

     o    Cell line development

     o    Purification process development

     o    Quality control assay development and validation

     o    Scale up of complete production process

     o    Production and release of lot for toxicology studies

     o    Production and release of vialed products for Phase I/II clinical
          trials

     o    Preparation and maintenance of various reports and records, including
          SOPs

     o    Preparation and submission of a Drug Master File to U.S. FDA, and/or
          European regulatory agencies

During January 2001, the Company issued 400,000 fully vested common shares to
Medarex (a third party research and development subcontractor) to be used as
credit against $1,200,000 in future invoiced license and royalty fees. Based on
the contract, the shares had a fair value of $3.00 per share and stated
anti-dilution provisions provided to Medarex, the Company valued the 400,000
shares at $1,200,000, which reflected the best available evidence as to the
valuation of these shares at the time of issuance. The value, considered a
prepaid expense, was recorded as deferred consulting fees deducted from
stockholders' deficiency, to be amortized against future invoices. During 2003,
in accordance with the anti-dilution provision, the Company issued an additional
800,000 shares for common stock having a fair value of $1.00 per share based on
recent transactions upon which certain accounts payable and loans payable with
related and unrelated parties were settled. For financial accounting purposes,
the additional shares are valued at $800,000 based on contemporaneous
transactions at $1.00 per share and were recorded as an addition to the
$1,200,000 deferred consulting fees for a total of $2,000,000.

During the year ended March 31, 2001, we entered into an agreement with Medarex
for services totaling $200,000. On November 11, 2002, the Company and Medarex
mutually agreed that in lieu of the $200,000 payment, Medarex would accept
100,000 shares of the Company's common stock valued at $1.00 totaling $100,000.
In addition, the Company also executed a $100,000 unsecured promissory note with
Medarex. Under the terms of the promissory note, the obligation bears interest
at prime plus 1% (6.75% at March 31, 2005). Interest is accrued and payable
quarterly. At March 31, 2005, accrued interest totaled $13,029. In connection
with the promissory note, al