Via Facsimile and U.S. Mail
Mail Stop 6010


      August 29, 2005


Jean-Luc Berger
President and Chief Executive Officer
Kyto Biopharma, Inc.
41A Avenue Road
Toronto, Canada M5R 2G3

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

Dear Mr. Berger:

	We have reviewed your filings and have the following comment.
Where indicated, we think you should revise your documents in
response to our comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB

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.

Business of the Issuer
2. Revise the product candidate tables on pages 3 and 8 to
indicate
whether the candidate is in the preclinical 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, II or IV of clinical trials.
3. On page 5 you refer to "existing relationships with other
parties."  Please revise to describe these relationships.  If you
are
substantially 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.
4. Disclose the material terms of your agreements with NYU and the
Research Foundation of the State University of New York including:

* Amounts received to date;
* Aggregate amount of potential milestone payments;
* Each party`s obligations under the agreement;
* Existence of revenue sharing or royalty arrangements; and
* Expiration and termination provisions.
5. File the agreements with NYU and the Research Foundation of the
State University of New York as exhibits.
6. Please explain the term "time-limiting project milestones."
7. We note your statement on page 8 that you are focusing your
financial resources on the development of your monoclonal
antibodies
and preclinical development of paclitaxel.  Please revise to
clarify
whether any research or development activities relating to your
other
product candidates were conducted during the year ended March 31,
2005.
8. On page 8 you state that you are a co-assignee on the issued
and
pending patents along with different universities.  Are there any
universities, other than NYU and the State University of New York
that you co-own patents with?  If there are, please revise to
disclose this information and describe the terms of your
agreements
with these universities.  If you are substantially dependent on
your
agreements with these universities, please file the agreements as
exhibits.
Management`s Discussion and Analysis or Plan of Operations
9. We note that you incurred $1,406,250 in consulting expenses
during
the year ended March 31, 2005.  Please revise to describe the
nature
of the consulting expenses and whether you expect to continue to
incur similar expenses in the upcoming year.  We note the
disclosure
in the footnotes to the financial statements that the expense is
related to a services agreement to generate and increase customer
interest in your products and technologies.  Given that you
currently
do not have any products that are commercially available, please
explain the meaning of the statement and provide a more specific
description of the services you received.  Also, provide us with
an
analysis supporting your determination that the agreement is not
required to be filed.

Signatures Page

10. We note the filing does not include the signature of your
controller or principal accounting officer.  In future filings of
your Form 10-KSB, please include this signature.  If Jean-Luc
Berger
also serves as the controller or principal accounting officer, his
signature should be captioned as such.  See General Instruction
C.2
to Form 10-KSB.

Exhibits

11. Please file your services agreement with Gerard Serfati as an
exhibit.  You may incorporate the exhibit by reference to the
exhibit
filed with your Form S-8 but it must be included in the exhibit
index
with disclosure indicating that it is incorporated by reference
and
when it was filed.

*	*	*

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jim Peklenk at (202) 551-3661 or Oscar Young
at
(202) 551-3622 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

Jean-Luc Berger
Kyto Biopharma, Inc.
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