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.

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.

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.

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

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.

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, all principal and accrued interest is payable in full
upon the earliest of the following:

(i) The date on which the Company raises at least $1,000,000 in
funding within a twelve-month period;

(ii) The date on which an agreement between the Company, vendor
and other unrelated party terminates; or

(iii) Three years from the date of the promissory note (i.e. the
note is due in November 2005)

As of March 31, 2005, no services had yet been performed under the terms of
the agreement. As a result of the 1,300,000 shares issued, Medarex is a
principal stockholder of the Company with approximately 11.0% of the outstanding
common shares and thus, a related party.

5. FILE THE AGREEMENTS WITH NYU AND THE RESEARCH FOUNDATION OF THE STATE
UNIVERSITY OF NEW YORK AS EXHIBITS.

The following agreements are being filed:

Research collaboration agreement (the "RFSUNY Agreement") signed between the
Company and The Research Foundation of State University of New York (RFSUNY)
(dated August 1999).

Extension/Modification Research Collaboration Agreement between the Research
Foundation of State University of New York and B Twelve, Inc., Modification No.
1 (dated February 2001).

Extension/Modification Research Collaboration Agreement between the Research
Foundation of State University of New York and B Twelve, Inc. (Kyto Biopharma,
Inc.), Modification No. 2 (dated December 2004).

Collaborative research agreement (the "NYU Agreement") to synthesize new vitamin
B12 analogs signed between the Company and New York University ("NYU") (dated
November 1999)

Debt Settlement Agreement and Put Option (dated November 2002) between Kyto
Biopharma, Inc. and New York University.

6. PLEASE EXPLAIN THE TERM "TIME-LIMITING PROJECT MILESTONES".

The following text was deleted from the sentence (including the term
"time-limiting project milestones"): "in order to meet time-limiting project
milestones". The intent was to stress the complex nature of product development
which was introduced by "to permit the conduct of concurrent studies". The
sentence complies now with the plain English rule and amendments of the
Securities Act of 1933.

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.

The section has been revised and should be read as follow:

All our drug candidates are still in research and preclinical development,
which means that they have not yet been tested on humans. We will need to commit
significant time and resources to develop these product candidates. Because of
capital constraints, the Company has decided to focus its financial resources to
i) the development of its monoclonal antibodies and ii) the pre-clinical
development of its first lead drug candidate based on paclitaxel conjugated to
vitamin B12 for out-licensing.

The Company intends to further leverage its resources by continuing to
enter into strategic alliances and novel financing mechanisms to enhance its
internal development and commercialization capabilities. Moreover the Company
will continue to focus its resources on research and development activities by
outsourcing its requirements for manufacturing, regulatory and clinical
monitoring activities. This will allow the Company to focus on its core
discovery and development programs. We believe this model is consistent with
current biotechnology and pharmaceutical industry licensing practices. In
addition, although out-licensing is a primary strategy of the Company, we may
choose to retain co-development or marketing rights to particular drug products
if we consider it appropriate to do so. Our objectives in seeking to out-license
candidates include:

o Obtaining long term revenues streams from royalty payments on the sale
of the products

o Providing access to the resources and experience of large
pharmaceutical or biotechnology companies

o Obtaining up-front payments for products sub-licensing rights

o Minimizing development expenditures through cost sharing programs

As the first drug candidate based on our drug delivery technology -
paclitaxel conjugated to vitamin B12 - enters formal preclinical program, the
Company plans to outsource specific study components to a Chemical Contract
Manufacturer (CCM) and an integrated Contract Research Organizations (CRO) to
permit the conduct of concurrent studies. During the preclinical development of
a new drug candidate, a diverse number of studies relating chemistry,
formulation, animal pharmacology, toxicology, manufacturing and clinical
supplies are required to meet the regulatory requirements of an Investigational
New Drug (IND) submission. During the fiscal year, we had several meetings with
potential third parties to determine their interest to license or co-develop the
paclitaxel conjugate. We also reviewed the possibility to have a CRO as a
strategic partner as opposed to a service provider. Due to the limited internal
project management staff, we may prefer to outsource the entire pre-clinical
program to a vertically integrated CRO capable of handling studies from
discovery screening to IND filing. Based on discussion with independent chemical
manufacturer contractors and CROs, we anticipate a budget of $2.0 million to
file an IND with the FDA and a development time frame of 18 to 24 months per
selected bioconjugate. To date, the Company did not enter into any agreements
with any third parties for the future development of the paclitaxel conjugate.

Company intends to make these peer-reviewed papers available to the public via
News Release and posting them on its website as it receives confirmation letter
from the editors. The Company will increase its meeting with potential partners
during the third and fourth quarter of the current calendar year in order to
seek a partner to further co-develop these antibodies. Based on discussion with
Medarex, the Company anticipates a budget of $2.0 million to file an IND with
the FDA and a development time frame of 12 to 18 month per selected antibody.

Our compounds may not enter human clinical trials on a timely basis, if at
all, and we may not develop any product candidates suitable for
commercialization. Prior to commercialization, each product candidate will
require significant additional research, development and preclinical testing and
extensive clinical investigation before submission of any regulatory application
for marketing approval. Potential products that appear to be promising at early
stages of development may not reach the market for a number of reasons.
Potential products may: i) be found ineffective or cause harmful side effects
during preclinical testing or clinical trials, ii) fail to receive necessary
regulatory approvals, iii) be difficult to manufacture on a large scale, iv) be
uneconomical to produce, v) fail to achieve market acceptance, or vi) be
precluded from commercialization by proprietary rights of third parties.

The Company has no specific marketing plans beyond those mentioned above.
Future marketing will depend upon the amount of capital realized by the Company.

8. ON PAGE 8 YOU STATE THAT YOU ARE 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.

The Company is currently co-assigned to the reported issued patents only with
the State University of New York. The following information has been added to
the Section (5) regarding the patents:

To date, 16 patents have been issued. Kyto is co-assignee on the issued and
pending patents along with the State University of New York. The Company shall
also amend patent No. 5,688,504 to legally establish joint ownership with RFSUNY
according to an Extension Modification of Research Collaboration Agreement with
the Research Foundation of State University of New York (RFSUNNY) signed in
December 2004. The following is a list of the issued patents:

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 EXPENSES 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.

The financial statements disclose clearly that the services are to be
recognized over the service period of November 1, 2004 through October 31, 2006.
Also, it is stated that a consulting expense of $1,406,250 was recorded as of
March 31, 2005. The balance of the consulting fees will continue to be expensed
over the remaining period.

Our drug/product candidates are actually real products. However, we took a
conservative approach in our filings and other public materials to clearly
indicate that they are not commercial products and that consequently we do not
expect revenues from sales to patients, recurrent or not. While not on the
market, they are of course not available to patients, but they are available to
potential partners for co-development, licensing or sale which is in line not
only with our business strategy but also with the one of the biotechnology
industry. Small biotechnology companies discover, assume the risks of early
drug/product development and as deemed necessary sell or co-partner further
development of the drugs. For all our agreements, the Company and the third
party (company or academic institutions) are usually using the terms "Drugs"
"products" or "molecules", as they all represent the same entity in the context
of these agreements. Consequently, we don't believe that it is an abuse to have
used this language ("customers", "products", "technologies") since they are a
reality of our market, the biotechnology one.

The Services Agreement has been previously filed on November 1, 2004 by the
Company as Exhibit 1.1 to Form S-8. The Agreement is now listed in the list of
Exhibit as suggested in Item 11 below. List of Exhibits of Form 10-KSB has been
amended to reflect this filing.

Also, for better disclosure as suggested in the above comment, the
following paragraph has been added to Item 6 (a) Plan of Operation:

In November 2004, the Company entered into a services agreement ("Serfati
Agreement") with Gerard Serfati, for two years to generate and increase customer
interest in the Company's technologies and related products, and explore
merger/acquisition opportunities. For the services to be rendered, the Company
issued 4,500,000 shares of common stock. The stock was valued at the quoted
trading price of $1.50 on the grant date resulting in a total value of
$6,750,000 to be recognized over the service period of November 1, 2004 through
October 31, 2006. A consulting expense of $1,406,250 was recorded as of March
31, 2005. The balance of the consulting fees will continue to be expensed over
the remaining period of the Serfati Agreement. The Company, which has limited
human resources, is expecting to benefit from this relationship. Based in

Switzerland (Geneva), Serfati is assisting Management in investigating new
research collaborations and acquisition to support the Company in its
development. The Company will continue to explore business opportunities
overseas and in North America. To date, no Letter of Intention or Research
Collaboration has been consumed under the Serfati Agreement.

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.

Form 10 K-SB has been amended with the proper signature.

EXHIBITS

11. PLEASE FILE YOUR SERVICES AGREEMENTS 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.

The Services Agreement is included in the Exhibit Index with reference to
previous filing on Form S-8 filed on November 1, 2004..

APPENDIX B
----------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB/A

(Mark One)

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

For the fiscal year ended March 31, 2005
--------------

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission file number _______________________________

KYTO BIOPHARMA, INC.
(Name of small business issuer as specified in its charter)

FLORIDA 65-1086538
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)

41A AVENUE ROAD, TORONTO, ONTARIO, CANADA M5R 2G3
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (416) 955-0349

Securities registered under Section 12(b) of the Act: NONE

Securities registered under Section 12(g) of the Act:
COMMON STOCK, $.0001 PAR VALUE ("COMMON STOCK")

Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB/A or any amendment to this Form 10-KSB/A.

State issuer's revenues for its most recent fiscal year: $0.00

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. NONE AS OF MARCH 31ST,
2005

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 11,986,149 COMMON SHARES -
$0.0001 PAR VALUE - AS OF MARCH 31, 2005.

Transitional Small Business Disclosure Format (Check One) Yes No

KYTO BIOPHARMA, INC.
FORM 10-KSB/A
FOR FISCAL YEAR ENDED MARCH 31, 2005

TABLE OF CONTENTS

PART I ................................................................. 3
ITEM 1. DESCRIPTION OF BUSINESS........................................ 3
ITEM 2. DESCRIPTION OF PROPERTY........................................ 14
ITEM 3. LEGAL PROCEEDINGS.............................................. 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............ 14

PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS....... 15
ITEM 6. MANAGEMENT `S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..... 15
ITEM 7. FINANCIAL STATEMENTS........................................... 17
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE............................ 17
ITEM 8A. CONTROLS AND PROCEDURES....................................... 17

PART III.................................................................... 18
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT..... 18
ITEM 10. EXECUTIVE COMPENSATION........................................ 19
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.................................................... 21
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................ 22
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.............................. 22
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES........................ 23

SIGNATURES .............................................................. 24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................. F-1
CONSOLIDATED FINANCIAL STATEMENTS........................................ F-2

PART I

ITEM 1. DESCRIPTION OF BUSINESS

(A) BUSINESS DEVELOPMENT

Kyto Biopharma, Inc. was originally formed under the name of B. Twelve,
Inc., a Florida corporation, filed with the Department of State on March 5,
1999. Also, on March 5, 1999, the Company acquired B Twelve Limited as a
wholly-owned subsidiary Canadian corporation.

On April 27, 1999, the Company filed an amendment to its Articles of
Incorporation, increasing its authorized capital stock from 1,000 shares of
common stock with a Par Value of $1.00 per share, to 25,000,000 shares of common
stock with a Par Value of $1.00 per share and 1,000,000 shares of preferred
stock, also with a Par Value of $1.00 per share.

In August, 2001, the Company filed an amendment to its Articles of
Incorporation, changing the Par Value of its common stock from $1.00 per share
to $0.0001 Par Value per share.

On August 14, 2002, the Company filed an amendment to its Articles of
Incorporation, changing the name to KYTO BIOPHARMA, INC.

The Company filed a Uniform Business Report (UBR) with the Department of
State, State of Florida, for the year 2005 and paid all required fees. Its
status is active.

(B) BUSINESS OF ISSUER

(1) Principal Products and Markets
------------------------------

Kyto Biopharma, Inc. (Kyto) was formed to acquire a patent portfolio and
the rights to early-stage compounds which have potential use as therapeutic
agents for the treatment of cancer and diseases of the immune system. The
Company has subsequently built itself into a development stage biopharmaceutical
company that develops receptor-mediated technologies to control the uptake of
vitamin B12 by non-controlled proliferative cells. Vitamin B12 regulates one of
two major cellular pathways for the production of folates, the cell's primary
source of carbon and the progenitor for the synthesis of DNA.

Kyto is currently engaged in the development of a portfolio of potential
targeted biologic treatments based on:

i) the delivery of cytotoxic drugs to cancer cells using the vitamin B12
as a Trojan Horse,
ii) the therapeutic effect of vitamin B12 depletion by receptor
modulators, and
iii) the use of monoclonal antibodies to block the vitamin B12 uptake by
cancer cells.

Kyto's portfolio consists of molecules at the research and development
stage which may ultimately prove useful in the treatment of certain types of
cancer and inflammatory diseases. Kyto believes that there are several human
therapeutics applications for its drug candidates. Specifically, a number of
properties of the Company's drug delivery and vitamin B12 depletion technologies
suggest a potential role for its drug candidates in the therapy of solid tumors
such as colorectal and breast cancer in addition to treatment of leukemias. The
following table summarizes the Company's research and product development
programs:

- ----------------------------------------------------------------------------------------------------------
TECHNOLOGIES DRUG CANDIDATES TARGET INDICATION STATUS
- ----------------------------------------------------------------------------------------------------------

Bioconjugates Paclitaxel Oncology Pre-clinical
(Drug Delivery) Doxorubicin Oncology Pre-clinical
Carboplatinum Oncology Pre-clinical
- ----------------------------------------------------------------------------------------------------------
Monoclonal Antibodies Transport protein Oncology Pre-clinical
Receptor Oncology Pre-clinical
- ----------------------------------------------------------------------------------------------------------
Growth Blockers Receptor modulators Oncology Pre-clinical
- ----------------------------------------------------------------------------------------------------------

Kyto is currently using vitamin B12 as a vehicle to deliver cytotoxic drugs
selectively to tumors. The process can be achieved by taking advantage of a
proprietary technology and expertise based on known biological transport
mechanisms. The technology, known as bioconjugation, creates a molecular complex
or "bioconjugate" through the non-covalent binding of a transportable state of
the drug with the vitamin B12. The technology is designed to protect drugs from
degradation whilst allowing absorption through specific binding to a receptor. A
number of different types of bioconjugates were produced, including those with
marketed chemotherapeutic agents such as: paclitaxel (Taxol(R)), doxorubicin,
and carboplatinum.

Kyto has developed a core drug delivery technology that permits to
generate:

1) vitamin B12 bioconjugates that are used as a vehicle to deliver cytotoxic
drugs selectively to tumors via a receptor-mediated pathway.
2) growth blockers that are used to deplete the same tumors of the vitamin
B12, an essential co-factor for the biosynthesis of methionine and nucleic
acids.

Kyto's bioconjugate and growth blocker technologies are applicable to a
very broad range of therapeutic areas. Each specific technology has the
potential to target a large number of therapeutic targets for creation of drug
candidates. New drug candidates can be synthesis from:

(b) Existing drugs
(c) Generic drugs
(d) Molecules in development.
(e) Molecules with attractive biological activity and potency that were
never developed because of too short half-life of activity for
commercial utility or inadequate safety profile.

The Company believes that its core drug delivery technology exhibits a
number of properties that would make it attractive to potential partners and be
commercially viable:

(a) Core component (vitamin B12) and linker are safe and non toxic
(b) Core technology is protected by issued patents
(c) Versatility of the technology
(d) Diverse drug payloads
(e) Permit rapid drug creation
(f) New bioconjugate constructs are patentable
(g) Availability and low cost of raw material and
(h) Easy to scale-up and technology transfer.

As mentioned above, Kyto has created a class of agents known as receptor
modulators, with the selectivity of the natural ligand (vitamin B12) for its
receptor, that cause a reduction in the number of receptors through alterations
in receptor movement on the surface of and within the cell. Treatment with such
drugs eventually results in cells devoid of receptors triggering the death of
the cancer cells, biological response known as apoptosis.

The second aspect of Kyto's business is the development of human
antibodies. The Company is developing monoclonal antibodies as vitamin B12
receptor control agents for certain pharmaceutical applications including
treatment of cancer and autoimmune diseases. Many of the product development
issues for antibodies have been addressed over the last ten years including
immunogenicity and scale-up manufacturing for therapeutic applications resulting
in the approval or pending approval of a number of products in the United States
and Europe.

(2) Competitive Business Conditions and Adverse Factors
---------------------------------------------------

The Company has identified the following companies as competitors and/or
comparables to the activities of Kyto:

Endocyte, Inc. is a private U.S. based biotechnology company focused on vitamin
based drug targeting and delivery systems. Similarly to Kyto, Endocyte's mission
is to use vitamins as "trojan horses" to target and deliver diagnostic and
therapeutic agents into cells for treatment of diseases. Endocyte's lead project
is the use of the vitamin folate to target and deliver anticancer agents.

Protarga, Inc. is a private U.S. based pharmaceutical company that has developed
a technology involving the chemical attachment of natural fatty acids to
therapeutic agents that are accumulated by the cells. The Company's first
product candidate, Taxoprexin(R) Injection for cancer chemotherapy, is currently
being evaluated in eight Phase II clinical studies in the US and Europe.

Manticore Pharmaceuticals Inc. is a private U.S. based biotechnology company
that has developed a method to target the delivery of cytotoxic anticancer drugs
to tumor cells by using vitamin B12 as delivery vehicle similarly to Kyto's
approach, except that their bioconjugates are synthesized by attaching cytotoxic
drugs to the cobalt atom of cobalamin. The bioconjugates need to be activated by
ultrasound to cleave the C-Co bond, thereby allowing release of the drug. They
also developed fluorescent cobalamin conjugates ("CobalaFluors") that may be
useful as diagnostic imaging agents in breast cancer surgery and other
diagnostic procedures where it is desirable to visualize cancer cells.

Access Pharmaceuticals, Inc. is a public U.S. based pharmaceutical company that
has proprietary patents or rights to seven drug delivery technology platforms:
synthetic polymer targeted delivery, vitamin mediated targeted delivery
(including oral), bioerodible hydrogel technology, nanoparticles, Residerm
topical delivery, carbohydrate targeting technology and agents for the
prevention and treatment of viral diseases, including HIV.

Other companies that are involved in the development and/or production,
improved method of delivery or analogs of paclitaxel include but are not limited
to Bristol-Myers Squibb Company, Cell Therapeutics Inc., Ivax Corporation,
Bioxell Pharma Inc., Supratek Pharma Inc., Enzon Inc., Napro Biotherapeutics
Inc., F.H. Faulding & Co. Limited, Phytogen Inc., Aphios Corporation, Taxolog
Inc., Cytoclonal Pharmaceutics Inc., Protarga Inc., and Mylan Laboratories Inc.

In addition to the competition, as noted above, the Company faces certain
adverse conditions/and/or risks factors as outlined below:

o KYTO'S BUSINESS STRATEGY REQUIRES THAT IT ESTABLISHES AND MAINTAIN GOOD
STRATEGIC ALLIANCES. Currently, Kyto is seeking strategic alliances. We
have limited experience in establishing and maintaining such strategic
alliances and cannot give any assurance that we will be successful in
establishing one or more relationships. 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.

Furthermore, if we maintain and establish arrangements or relationships
with third parties, our business may depend upon the successful performance
by these third parties of their responsibilities under those arrangements
and relationships.

o KYTO HAS NO EXPERIENCE IN MANUFACTURING, PROCURING PRODUCTS IN COMMERCIAL
QUANTITIES OR MARKETING, CONDUCTING CLINICAL TRIALS, REGULATORY APPROVAL
PROCESS AND ONLY LIMITED EXPERIENCE IN NEGOTIATING, SETTING-UP OR
MAINTAINING RESEARCH COLLABORATION AND THERE IS NO ASSURANCE THAT IT WILL
SUCCESSFULLY CONTINUE OR ENGAGE IN ANY OF THESE ACTIVITIES. If we are
unable to obtain or retain third party manufacturing on commercially
acceptable terms, we may not be able to commercialize our products as
planned. Our potential dependence upon third parties for the manufacture of

our products may adversely affect our ability to generate profits or
acceptable profit margins and our ability to develop and deliver such
products on a timely and competitive basis. Kyto may be unable to obtain
the raw materials used in the production of some of its bioconjugates in
sufficient quantity to meet demand when and if such product is approved. By
example, paclitaxel is derived from certain varieties of yew trees and is
also used in one of the Company's drug candidates. To date, Kyto has not
entered into an agreement with a supplier to provide sufficient quantity or
quality of any drugs used in the construction of its bioconjugates. Kyto
does not have internal facilities for the manufacture of any of its
products for clinical or commercial production.

o MANY OF KYTO'S DRUG CANDIDATES ARE STILL IN RESEARCH AND PRECLINICAL
DEVELOPMENT, WHICH MEANS THAT THEY HAVE NOT YET BEEN TESTED ON HUMANS. The
Company will need to commit significant time and resources to develop these
and additional product candidates. Kyto is dependent on the successful
completion of clinical trials and obtaining regulatory approval in order to
generate revenues. Specifically, its drug candidates that appear to be
promising at early stages of development may not reach the market for a
number of reasons. Potential products may: i) be found ineffective or cause
harmful side effects during preclinical testing or clinical trials, ii)
fail to receive necessary regulatory approvals, iii) be difficult to
manufacture on a large scale, iv) be uneconomical to produce, v) fail to
achieve market acceptance, vi) be precluded from commercialization by
proprietary rights of third parties, or vii) third parties may market
superior or equivalent drugs..

o KYTO HAS BASED MANY OF ITS DRUG CANDIDATES ON UNPROVEN NOVEL TECHNOLOGIES,
AND IT MAY NEVER DEVELOP THEM INTO COMMERCIAL PRODUCTS. Our primary focus
is on our research and development activities of drug candidates covered by
proprietary biopharmaceutical patents and patent applications. Research and
development activities, by their nature, preclude definitive statements as
to the time required and costs involved in reaching certain objectives.
Actual research and development costs, therefore, could exceed budgeted
amounts and estimated time frames may require extension. Cost overruns,
unanticipated regulatory delays or demands, unexpected adverse side effects
or insufficient therapeutic efficacy will prevent or substantially slow our
research and development effort and our business could ultimately suffer.
We anticipate that we will remain principally engaged in research and
development activities for an indeterminate, but substantial, period of
time. Furthermore, preclinical results in animal studies may not predict
outcome in human clinical trials.

o KYTO MAY NOT BE SUCCESSFUL IN PROTECTING ITS INTELLECTUAL PROPERTY AND
PROPRIETARY RIGHTS. Our success depends, in part, on our ability to obtain
U.S. and foreign patent protection for our drug candidates and processes,
preserve our trade secrets and operate our business without infringing the
proprietary rights of third parties. Legal standards relating to the
validity of patents covering pharmaceutical and biotechnological inventions
and the scope of claims made under such patents are still developing and
there is no consistent policy regarding the breadth of claims allowed in
biotechnology patents. The patent position of a biotechnology firm is
highly uncertain and involves complex legal and factual questions. The
Company cannot assure you that any existing or future patents issued to, or
licensed by, us will not subsequently be challenged, infringed upon,
invalidated or circumvented by others. Kyto cannot assure investors that
any additional patents will issue from any of the patent applications owned
by, or licensed to, us. Furthermore, any rights that we may have under
issued patents may not provide us with significant protection against
competitive products or otherwise be commercially viable.

In addition, patents may have been granted to third parties or may be
granted covering products or processes that are necessary or useful to the
development of our drug candidates. If our drug candidates or processes are
found to infringe upon the patents or otherwise impermissibly utilize the
intellectual property of others, our development, manufacture and sale of
such drug candidates could be severely restricted or prohibited. In such
event, we may be required to obtain licenses from third parties to utilize
the patents or proprietary rights of others. Kyto cannot assure investors
that it will be able to obtain such licenses on acceptable terms, if at
all. If we become involved in litigation regarding our intellectual
property rights or the intellectual property rights of others, the
potential cost of such litigation, regardless of the strength of our legal
position, and the potential damages that we could be required to pay could
be substantial.

o OWNERSHIP OF OUR SHARES IS CONCENTRATED, TO SOME EXTENT, IN THE HANDS OF A
FEW INVESTORS, WHICH COULD LIMIT THE ABILITY OF OUR OTHER STOCKHOLDERS TO
INFLUENCE THE DIRECTION OF THE COMPANY: Gerard Serfati and Credifinance
Capital Corp. owned approximately 37.5% and 36.0%, respectively, of our
common stock as of March 31, 2005. Accordingly, they collectively may have
the ability to significantly influence or determine the election of all of
our directors or the outcome of most corporate actions requiring
stockholder approval. They may exercise this ability in a manner that
advances their best interests and not necessarily those of our other
stockholders.

o OUR SECURITIES ARE QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD. The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market
that provides significantly less liquidity than the NASDAQ Stock Market or
national or regional exchanges. Securities traded on the Over-the-Counter
Bulletin Board are usually thinly traded, highly volatile, have fewer
market makers and are not followed by analysts. The Securities and Exchange
Commission's order handling rules, which apply to NASDAQ-listed securities,
do not apply to securities quoted on the Over-the-Counter Bulletin Board.
Quotes for stocks included on the Over-the-Counter Bulletin Board are not
listed in newspapers. Therefore, prices for securities traded solely on the
Over-the-Counter Bulletin Board may be difficult to obtain and holders of
our securities may be unable to resell their securities at or near their
original acquisition price, or at any price.

o WE WILL REQUIRE ADDITIONAL FINANCING TO SUSTAIN OUR OPERATIONS AND WITHOUT
IT WE WILL NOT BE ABLE TO CONTINUE OPERATIONS. We do not currently have
sufficient financial resources to fund our operations. Therefore, we need
additional funds to continue these operations. The ability of the Company
to secure sources of funding will depend on a number of factors including,
the prevailing market price of our common stock the results of our research
and development programs, the timing and results of preclinical and
clinical trials, our ability to maintain existing and establish new
collaborative agreements with other companies to provide funding to us,
technological advances, and activities of competitors and other factors and
the extent to which we are able to secure working capital from other
sources, such as through the sale of debt or sale of stock. If sufficient
financing is not available or if we are unable to license and sell our
technologies and related products, we will need to secure another source of
funding in order to satisfy our working capital needs.

If we do raise additional funds by issuing equity securities, further
dilution to existing stockholders would result and future investors may be
granted rights superior to those of our existing stockholders. If adequate
funds are not are not available to us through additional equity offerings,
we may be required to delay, reduce the scope of or eliminate one or more
of our research and development programs or to obtain funds by entering
into arrangements with collaborative partners or others that require us to
issue additional equity securities or to relinquish rights to certain
technologies or drug candidates that we would not otherwise issue or
relinquish in order to in order to continue independent operations. Should
the financing we require to sustain our working capital needs be
unavailable or prohibitively expensive when we require it, we would be
forced to curtail our business operations.

o THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
DUE TO SIGNIFICANT RECURRING LOSSES FROM OPERATIONS, CASH USED IN
OPERATIONS, STOCKHOLDERS' DEFICIT, ACCUMULATED DEFICIT AND WORKING CAPITAL
DEFICIT ALL OF WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS
UNLESS WE OBTAIN ADDITIONAL FUNDING. The report of our Independent
Registered Public Accounting Firm on our March 31, 2005 financial
statements includes an explanatory paragraph indicating that there is
substantial doubt about our ability to continue as a going concern due to
substantial recurring losses from operations, cash used in operations,
stockholders' deficit and significant accumulated deficit and working
capital deficit. Our ability to continue as a going concern will be
determined by our ability to obtain additional funding and maintain
successful operations. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

(3) Research and Development Programs
---------------------------------

Kyto believes that there are several applications for its drug candidates.
A number of properties of our drug delivery and vitamin B12 depletion
technologies suggest a potential role for its drug candidates in the therapy of

solid tumors such as colorectal and breast cancer in addition to treatment of
leukemias. Specifically, Kyto's research and product development programs
include the following projects:

- -------------------------------------------------------------------------------------------------------------

Technologies / Clinical Status Collaborators
Drug Candidates Market
- -------------------------------------------------------------------------------------------------------------
Drug Delivery
Bioconjugates
- -------------------------------------------------------------------------------------------------------------
Paclitaxel Oncology Pre-clinical New York University
Doxorubicin Oncology Pre-clinical
Carboplatinum Oncology Pre-clinical
- -------------------------------------------------------------------------------------------------------------
Vitamin B12 Depletion
Monoclonal Antibodies
- -------------------------------------------------------------------------------------------------------------
Transport protein Oncology Pre-clinical Medarex Inc.
The Research Foundation of State
Receptor Oncology Pre-clinical University of New York

- -------------------------------------------------------------------------------------------------------------
Receptor Modulators
- -------------------------------------------------------------------------------------------------------------
Growth blockers Oncology Pre-clinical --
- -------------------------------------------------------------------------------------------------------------

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:

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
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.

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, all principal and accrued interest is
payable in full upon the earliest of the following:

(i) The date on which the Company raises at least $1,000,000 in
funding within a twelve-month period;

(ii) The date on which an agreement between the Company, vendor and
other unrelated party terminates; or

(iii) Three years from the date of the promissory note (i.e. the note
is due in November 2005)

(4) Distribution of Products

o Obtaining long term revenues streams from royalty payments on the sale
of the products

o Providing access to the resources and experience of large
pharmaceutical or biotechnology companies

o Obtaining up-front payments for products sub-licensing rights

o Minimizing development expenditures through cost sharing programs

supplies are required to meet the regulatory requirements of an Investigational
New Drug (IND) submission. During the fiscal year, we had several meetings with
potential third parties to determine their interest to license or co-develop the
paclitaxel conjugate. We also reviewed the possibility to have a CRO as a
strategic partner as opposed to a service provider. Due to the limited internal
project management staff, we may prefer to outsource the entire pre-clinical
program to a vertically integrated CRO capable of handling studies from
discovery screening to IND filing. Based on discussion with independent chemical
manufacturer contractors and CROs, we anticipate a budget of $2.0 million to
file an IND with the FDA and a development time frame of 18 to 24 months per
selected bioconjugate. To date, the Company did not enter into any agreements
with any third parties for the future development of the paclitaxel conjugate.

During the fiscal year, some data issued of the monoclonal antibodies
program were reviewed by the Company and submitted for publications in
peer-reviewed scientific journals by the State University of New York. The
Company intends to make these peer-reviewed papers available to the public via
News Release and posting them on its website as it receives confirmation letter
from the editors. The Company will increase its meeting with potential partners
during the third and fourth quarter of the current calendar year in order to
seek a partner to further co-develop these antibodies. Based on discussion with
Medarex, the Company anticipates a budget of $2.0 million to file an IND with
the FDA and a development time frame of 12 to 18 month per selected antibody.

The Company has no specific marketing plans beyond those mentioned above.
Future marketing will depend upon the amount of capital realized by the Company.

(5) Patents

Kyto's patent strategy has been to develop an "umbrella" of patents
protecting its core technology and their therapeutic uses and the underlying
technologies used to create them. The Company has filed a number of patent
applications in the United States, the PCT Member Countries, Japan, and in most
other jurisdictions to protect its proprietary rights in the development of its
technologies and products. To date, 16 patents have been issued. Kyto is
co-assignee on the issued and pending patents along with the State University of
New York. The Company shall also amend patent No. 5,688,504 to legally establish
joint ownership with RFSUNY according to an Extension Modification of Research
Collaboration Agreement with the Research Foundation of State University of New
York (RFSUNNY) signed in December 2004. The following is a list of the issued
patents:

- -------------------------------------------------------------------------------------------------------------------------
PATENT NO. TITLE ISSUED
- -------------------------------------------------------------------------------------------------------------------------

NZ252,559 Anti-receptor agents to the vitamin B12/transcobalamin II receptor 14/02/97
- -------------------------------------------------------------------------------------------------------------------------
US5,688,504 Anti-receptor and growth blocking agents to the vitamin 18/11/97
B12/transcobalamin II receptor and binding sites
- -------------------------------------------------------------------------------------------------------------------------
US5,739,287 Biotinylated cobalamins 14/04/98
- -------------------------------------------------------------------------------------------------------------------------
US5,840,712 Water soluble vitamin B12 receptor modulating agents and methods 24/11/98
relating thereto
- -------------------------------------------------------------------------------------------------------------------------
US5,840,880 Vitamin B12 receptor modulating agents 24/11/98
- -------------------------------------------------------------------------------------------------------------------------
US5,869,465 Methods for receptor modulation and uses thereto 09/02/99
- -------------------------------------------------------------------------------------------------------------------------
US6,083,926 Water soluble vitamin B12 receptor modulating agents and methods 04/07/00
relating thereto
- -------------------------------------------------------------------------------------------------------------------------
CA2,135,277 Anti-receptor and growth blocking agents to the vitamin 24/04/01
B12/transcobalamin II receptor and use in preventing cellular uptake of
vitamin B12
- -------------------------------------------------------------------------------------------------------------------------
NZ323,127 Vitamin B12 receptor modulating agents and methods related and methods 12/07/01
related thereto
- -------------------------------------------------------------------------------------------------------------------------
KR297,310 Anti-receptor and growth blocking agents to the vitamin 21/05/01
B12/transcobalamin II receptor and use in preventing cellular uptake of
vitamin B12
- -------------------------------------------------------------------------------------------------------------------------
CH0754189 Receptor modulating agents and methods relating thereto 09/10/2002
- -------------------------------------------------------------------------------------------------------------------------
DE0754189 Receptor modulating agents and methods relating thereto 09/10/2002
- -------------------------------------------------------------------------------------------------------------------------
EP0754189 Receptor modulating agents and methods relating thereto 09/10/2002
- -------------------------------------------------------------------------------------------------------------------------
FR0754189 Receptor modulating agents and methods relating thereto 09/10/2002
- -------------------------------------------------------------------------------------------------------------------------
GB0754189 Receptor modulating agents and methods relating thereto 09/10/2002
- -------------------------------------------------------------------------------------------------------------------------
KR361,075 Receptor modulating agents and methods relating thereto 01/11/2002
- -------------------------------------------------------------------------------------------------------------------------

(6) Regulatory Environment
----------------------

Kyto's pre-clinical and clinical trials, as well as the manufacturing and
marketing of its potential products, are subject to extensive regulation for
safety and efficacy by various governmental authorities around the world. The
United States Food and Drug Administration ("FDA") plays a key role since it
regulates drug approval for the world's largest market.

The process of studying drugs intended for use in humans usually begins
with pre-clinical studies involving only animals. These pre-clinical studies are
followed by studies that involve humans on a scale to assess safety and which
are then expanded to a larger group to assess safety and efficacy. These various
studies are usually broken into four phases with multiple studies generally
conducted within each phase. Throughout these pre-clinical and clinical studies
drug concentrations are measured in biological fluid samples as part of the
assessment of drug safety and efficacy.

Preclinical Studies

Preclinical drug studies involve the evaluation of drug testing in animals
in a preliminary effort to determine toxicity, correct doses, side effects and
efficacy in animals to provide evidence of the safety of the drug prior to its
administration to humans. Bioanalytical research involves the use of instruments
that can detect and measure trace quantities of drugs, metabolites, genetic
material and other products in biological samples.

Clinical Studies

Upon successful completion of pre-clinical studies the drug undergoes a
series of evaluations in humans including healthy volunteers. The pharmaceutical
Company sponsoring the new drug must file an Investigational New Drug
application (IND), which includes results from the pre-clinical evaluations and

provides comprehensive descriptions of the proposed human clinical studies.
There are four generally accepted Phases in clinical studies, but the Phases may
overlap:

Phase I These studies usually take one year to complete and are conducted
on a small number of healthy human subjects to evaluate the
drug's pharmacological actions, toxicity, metabolism and
pharmacokinetics.

Phase II These studies take an average of two years to complete and are
carried out on a relatively small number of patients suffering
from the targeted condition or disease, to determine the drug's
effectiveness and dose response relationship. This phase provides
additional safety data and the first substantiative evidence of
the drug's efficacy in humans.

Phase III These studies take an average of two years to three years to
complete and involve tests on a much larger population of
patients suffering from the targeted condition or disease,
typically several hundred to several thousand patients. Such
studies measure the drug's efficacy and its side effects on a
large scale and typically involve numerous hospitals and clinics.

Phase IV This final phase involves monitoring the long-term benefits and
risks of a drug after it has entered the market. These studies
also involve examining the efficacy and safety of different
dosage forms or focusing on specific sub-populations of patients
for evaluation of the drug's efficacy and safety. Such studies
can be carried out on thousands to tens of thousands of patients.

Upon completion of Phase III clinical studies, the pharmaceutical company
sponsoring the new drug assembles all the preclinical and clinical data in the
form of a New Drug Application (NDA), for submission to the FDA, or a New Drug
Submission (NDS) for the TPP. The review process generally takes 12 to 18 years
before the drug receives approval for marketing.

In Canada, these activities are regulated by the Food and Drug Act. The
approval procedure is substantially similar to that of the FDA, but the rules
and regulations promulgated thereunder are enforced by the Therapeutic Products
and Programs ("TPP") of Health Canada. Outside the United States and Canada, and
whether or not the FDA or TPP approval has been obtained, approval of a product
by local regulatory authorities must be obtained prior to the commencement of
commercial sales of the product in a given country. The requirements governing
the conduct of clinical trials and product approvals vary widely from country to
country, and the time required for approval may be longer or shorter than that
required for FDA or TPP approval. Although there are some procedures for unified
regulatory filings for certain European countries, in general, each country at
this time has its own procedures and requirements.

Drug manufacturing is also regulated, thus companies are required to ensure
compliance with GMPs quality standards that require the control of production
activities, raw-material procurement, complaint management, product recalls,
labeling and promotional material. In addition to these standards, which are
common to all drugs, manufacturers of biopharmaceutical products must
demonstrate that their products are homogeneous from one lot to the next,
failing which the applicable regulatory authority may prohibit the sale of a lot
and possibly require that a product be recalled.

(7) Research and Development Costs
------------------------------

Others conduct research and development on behalf of the Company under
contractual agreements and such costs are charged to expense as incurred.
Research and development expense was $44,614, $25,297, and $1,061,928 for the
years ended March 31, 2005, 2004, and for the period from March 5, 1999
(inception) to March 31, 2005, respectively.

(8) Employees
---------

The Company has no employees, full-time or part-time. The President of Kyto
Biopharma, Inc. is acting as consultant to the Company and he is compensated by
B Twelve Limited, the wholly-owned subsidiary Canadian corporation.

The Bylaws of Kyto Biopharma, Inc. are silent regarding an annual report to
shareholders. Kyto Biopharma, 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-QSB) and an annual report (Form 10-KSB) with the
SEC. The annual report includes an audited financial statement.

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 will be 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 occupies office space on a month-to-month basis and therefore
has no leasehold interest. The Company pays a fee to Credifinance Securities
Limited, a related party, at the rate of $3,333.33 (US) monthly, which includes
rent of $1,666.6 and certain administrative services, such as bookkeeping,
copying and printing, courier services, and telephone.

The Company owns no investments.

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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no shareholders meetings during the period covered by this
report.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(A) MARKET INFORMATION

Our common stock has traded on the OTC Bulletin Board(R), or OTCBB, since
August 04, 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 year ended March 31, 2005. 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, 2005
------------------------------------------------------------
First quarter $ -- $ --
Second quarter 2.00 1.50
Third quarter 1.50 1.55
Fourth quarter 1.60 1.10

There were 11,986,149 shares of common stock outstanding and 275,000
options to purchase common stock outstanding as of the end of the fiscal year
ended March 31, 2005.

(B) HOLDERS

According to information provided to us by the transfer agent for our
shares of Common Stock, as of March 31, 2005, there were 15 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 more than
200 beneficial holders of our shares of Common Stock.

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

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

None

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

(A) PLAN OF OPERATION

The following discussion should be read in conjunction with the financial
statements and related notes which are included in this Form 10-KSB/A for the
year ending March 31, 2005. 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 develop our products. For further information
regarding our business, competition and risk factors, refer to this Company's
Form 10-KSB filed with the U.S. Securities Exchange Commission.

The Company had not been profitable and had no revenues from operations
since its inception in March 1999. As reflected in the accompanying audited
consolidated financial statements, the Company has no revenues, a net loss of
$1,963,666 and cash used in operations of $162,786 in 2005, a working capital
deficiency of $102,326, a stockholders' deficiency of $274,554 and a deficit
accumulated during development stage of $7,794,223 at March 31, 2005. These
factors raise substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan, raise capital,
and generate revenues. The consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

Research and development expense was $44,614, $25,297, and $1,061,928 for
the years ended March 31, 2005, 2004, and for the period from March 5, 1999
(inception) to March 31, 2005, respectively.

In December 2004, the Company signed an Extension Modification of Research
Collaboration Agreement with the Research Foundation of State University of New
York (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. The
Company shall amend patent No. 5,688,504 to legally establish joint ownership
with RFSUNY. The $35,000 was paid in January 2005.

The Company is currently a development stage company and its continued
existence is dependent upon the Company's ability to resolve its liquidity
problems, principally by obtaining additional debt financing and/or equity
capital. The Company has yet to generate an internal cash flow, and until the
sales of its product begins, the Company is very dependent upon debt and equity
funding. The Company must successfully complete its research and development
resulting in a saleable product. However, there is no assurance that once the
development of the product is completed and finally gains Federal Drug and
Administration clearance, that the Company will achieve a profitable level of
operations.

The Company has, as of the end of its fiscal year (March 31, 2005),
$161,477 in liabilities. The Company estimates that it will require up to
$200,000 to meet operating costs for this fiscal year, excluding research and
development costs. In addition, the Company is seeking up to five million
dollars ($5,000,000) in research and development funds.

The report of our Independent Registered Public Accounting Firm on our
March 31, 2005 financial statements includes an explanatory paragraph indicating
that there is substantial doubt about our ability to continue as a going concern
due to substantial recurring losses from operations, cash used in operations,
stockholders' deficit and significant accumulated deficit and working capital
deficit. Our ability to continue as a going concern will be determined by our
ability to obtain additional funding and maintain operations. We do not
currently have sufficient financial resources to fund our operations. Therefore,
we need additional funds to continue these operations. Should the financing we
require to sustain our working capital needs be unavailable or prohibitively
expensive when we require it, we would be forced to curtail our business
operations.

To meet the projected cash requirements as stated above, the Company
intends to obtain cash loans from one or more of its stockholders. As the date
of filing of this Form 10-KSB with the U.S. Securities and Exchange Commission,
the Company did not receive any commitments of any of its stockholders to
provide operating loan funds for the Company. We are also looking to merger
opportunities or to acquire companies and products to raise capital. We expect
to form strategic alliances for product development and to out-license the
commercial rights to development partners. By forming strategic alliances with
third parties, we believe that our technologies and related products can be more
rapidly developed and successfully introduced into the marketplace.

The Company's plan of operation for the next twelve months is to continue
to focus its efforts on finding new sources of capital and on research
activities and the development of its drug candidates which maximize the utility
and application of its platform technologies. Management expects the Company to
incur additional operating losses over the next several years as research and
development efforts, preclinical and clinical testing activities and
manufacturing scale-up efforts expand. To date, we have not had any material
product sales and do not anticipate receiving any revenue from the sale of
products in the upcoming year. Our sources of working capital have been equity
financings and interest earned on investments.

The Company operates in a rapidly changing environment that involves a
number of factors, some of which are beyond management's control, such as
financial market trends and investors' appetite for new financings. It should
also be emphasized that, should the Company not be successful in completing its
own financing (either by debt or by the issuance of securities from treasury),
the Company may be unable to continue to operate as a going concern.

(B) OFF-BALANCE SHEET ARRANGEMENT

Not applicable.

ITEM 7. FINANCIAL STATEMENTS

Attached audited consolidated financial statements for KYTO BIOPHARMA, INC.
AND SUBSIDIARY for the fiscal years ended March 31, 2005, 2004, and Cumulative
from March 5, 1999 (Inception) to March 31, 2005 can be found beginning on page
F-1

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

The Company has not changed accountants during the previous three year
period to the date of this registration statement and there are no disagreements
with the findings of said accountants.

ITEM 8A. CONTROLS AND PROCEDURES

An evaluation of the Company's disclosure controls and procedures (as
defined in Section 13(a)-14(c) of the Securities Exchange Act of 1934 (the
"Act")) was carried out under the supervision and with the participation of our
President and Chief Executive Officer within the 90-day period preceding the
filing date of this report. Our President and Chief Executive Officer concluded
that the Company's disclosure controls and procedures as currently in effect are
effective in ensuring that the information required to be disclosed by the
Company in the reports it files or submits under the Act is (i) accumulated and
communicated to the Company's management in a timely manner, and (ii) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms.

There were no significant changes made to our internal control over
financial reporting (as defined in Rule 13 a-15(f) under the Exchange Act)
during the period covered by this report that materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS

- --------------------------------------------------------------------------------
NAME AGE POSITION
- --------------------------------------------------------------------------------

Jean-Luc Berger, Ph.D. 42 President & Chief Executive Officer, Director

Georges Benarroch 58 Director

Don MacAdam 58 Director

- --------------------------------------------------------------------------------

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

Dr. Jean-Luc Berger, Ph.D., President & Chief Executive Officer; Director.
- --------------------------------------------------------------------------

Director of the Company since inception on March 5, 1999, Dr. Berger has been
President and Chief Executive Officer of the Company since May 15, 2001.
Co-founder of Kyto, he joined the Company as Chief Operating Officer in
September 2000. Prior to joining the Company, Dr. Berger was a
Pharmaceutical/Biotechnology analyst with Credifinance Securities Limited, a
Toronto-based, institutional investment and research firm, since 1996. Dr.
Berger obtained his M. Sc. from Universite de Montreal, his Ph.D. from
Universite LAVAL and completed his post-doctoral studies at McGill University
and has over thirty publications and scientific communications to his credit.

Mr. Georges Benarroch, Director.
- --------------------------------

Director of the Company since May 5, 2000. Mr. Benarroch is the President and
Chief Executive Officer of Credifinance Capital Corp. and Credifinance
Securities Limited, and Chairman of the Board, President and Chief Executive
Officer of Credifinance Capital Inc. Mr. Benarroch is a Director of BMB Munai
Inc, a public company.

Mr. Donald MacAdam, Director.
- -----------------------------

Director of the Company since November 17, 1999. Since January 2000, Mr. MacAdam
is a consultant to technology companies. He is currently President and Chief
Executive Officet of MBVax Bioscience, a private Canadian biotechnology company.
From 1997 to 1999, he was President and Chief Executive Officer of Tm Bioscience
Corporation. Prior to Tm Bioscience Corporation, Mr. MacAdam was President of
CRS Robotics Corporation from 1993 to 1996. Both Tm Bioscience Corporation and
CRS Robotics Corporation are public companies.

(B) IDENTIFY SIGNIFICANT EMPLOYEES

The Company does not expect to receive a significant contribution from
employees that are not executive officers.

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.

(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.

ITEM 10. 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 four most recently completed fiscal years.

- -----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
----------------------------------- ---------------------------------------
Awards Payouts
--------------------------------------
Securities
Under Restricted
Other Options/ Shares or
Annual SARs Restricted LTIP All Other
Name and Salary Bonus Compensation Granted Share Units Payouts Compensation
Principal Position Year ($) ($) ($) (#) ($) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------------------

Jean-Luc Berger, 2005 $52,250 (1) None
President and Chief
Executive Officer
2004 $40,000 (1) None

2003 $40,000 (1) $149,985

2002 $40,000 (1) $262,474
- -----------------------------------------------------------------------------------------------------------------------------------

Georges Benarroch, 2005 None None
Director

2004 None None

2003 None None

2002 None $3,000
- -----------------------------------------------------------------------------------------------------------------------------------

Donald MacAdam, 2005 None None
Director

2004 None None

2003 None None

2002 None $3,000
- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------
(1) This was paid by B Twelve Limited, a subsidiary of Kyto Biopharma, Inc.

(B) OPTION/SAR GRANTS TABLE
-----------------------

The following table (presented in accordance with the Regulation) sets
forth stock options granted under the Share Incentive Plan during fiscal year
2002 to the name key employees. There were no grants to key employees in fiscal
years 2005, 2004 and 2003.

- ------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs Granted
Underlying P[topms/SARs Granted Exercise or
Options/SARs to Employees in Base
Name Granted (#) Fiscal Year Price ($Sh) Expiration Date
- ------------------------------------------------------------------------------------------------------------------

Jean-Luc Berger 262,500 31 $0.0001 Exercised in
November 2001
- ------------------------------------------------------------------------------------------------------------------
Uri Sagman 587,500 69 $0.0001 Exercised in
February 2002
- ------------------------------------------------------------------------------------------------------------------

The following table (presented in accordance with the Regulation) sets
forth details of all exercises of stock options/SARs during the fiscal year end
March 31, 2002 (none in fiscal years 2005 and 2004) by the named executive
officer and employees and the fiscal year-end value of unexercised options/SARs
on an aggregated basis:

- -------------------------------------------------------------------------------------------------------------------------
Shares
Acquired on Value Number of Securities Underlying Value of Unexercised In-the-Money
Exercise Realized Options/SARs Granted at FY-End (#) Options/SARs at FY-End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -------------------------------------------------------------------------------------------------------------------------

Jean-Luc Berger 262,500 262,474 -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Uri Sagman 587,500 587,441 -- -- --
- -------------------------------------------------------------------------------------------------------------------------

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

None

(D) 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.

Four directors received 14,525 and 3,000 common shares each for services
during FY2001 and FY2002, respectively. No director shares were granted in
fiscal years 2005 and 2004.

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 31st, 2005 of Kyto other than for routine
indebtedness.

(F) EMPLOYMENT CONTRACTS

None

(G) REPORT ON REPRICING OF OPTIONS/SARS

None

ITEM 11. 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.

- ---------------------------------------------------------------------------------------------------------------
Name and Address of
Title of Class Beneficial Owner Common Shares Percentage of Class
- ---------------------------------------------------------------------------------------------------------------

Common Gerard Serfati 4,500,000 37.5%
Geneva, Switzerland
Common Credifinance Capital Corp. (1) 4,373,145 36%

Delaware, United States
Common Medarex Inc. 1,300,000 10.8%

New Jersey, United States
Common Dr. Uri Sagman 902,025 7.5%
Toronto, Ontario, Canada
- ---------------------------------------------------------------------------------------------------------------

(1) Credifinance Capital Corp. is a privately held Delaware corporation.
A director of Kyto, Georges Benarroch is the President & C.E.O. of
Credifinance Capital Corp.

(B) SECURITY OWNERSHIP OF MANAGEMENT

Common Georges Benarroch (1) 30,025 0.3%
Common Dr. Jean-Luc Berger 527,025 4.4%
Common Don MacAdam (2) 30,025 0.3%
- ---------------------------------------------------------------------------------------------------------------

- ---------------
(1) Georges Benarroch is the President & CEO of Credifinance Capital Corp which
owns 4,373,145 common shares representing 36% of issued shares.
(2) Don MacAdam owns 27,025 common shares directly and 3,000 common shares
through A360 Inc., a private holding company.

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(A) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Detail of related party transactions are described in note 5 of the
consolidated Financial Statements.

(B) TRANSACTIONS WITH PROMOTORS

Jean-Luc Berger, President, Director and co-founder of Kyto Biopharma,
Inc., Gerard Serfati, and Georges Benarroch would be considered as the
promoters of the Company. No assets were received by Dr. Berger other the
527,025 shares acquired. Gerard Serfati owns 4,500,000 common shares
representing 37.5% of issued shares and Georges Benarroch, is the
President & CEO of Credifinance Capital Corp which owns 4,373,145 common
shares representing 36% of issued shares.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) LISTING OF EXHIBITS

EXHIBIT NUMBER DESCRIPTION
- -------------- ------------
3(i)(a) Articles of Incorporation of Kyto Biopharma, Inc.*

3(i)(b) Articles of Amendment changing name to Kyto Biopharma, Inc.*

3(ii) Bylaws of Kyto Biopharma, Inc.*

10.1 Research collaboration agreement between The Research
Foundation of State University of New York and B. Twelve
Ltd. (Kyto Biopharma, Inc.) [dated August 19, 1999]**

10.2 Collaborative Research Agreement to synthesize new vitamin
B12 analogs signed between the Company and New York
University [dated November 11, 1999]**

10.3 Extension/Modification Research Collaboration Agreement
between the Research Foundation of State University of New
York and B Twelve, Inc., (Kyto Biopharma, Inc.) Modification
No. 1 [dated November 01, 2000]**

10.4 Debt Settlement Agreement and Put Option (dated November
2002) between Kyto Biopharma, Inc. and New York
University.**

10.5 Extension/Modification Research Collaboration Agreement
between the Research Foundation of State University of New
York and Kyto Biopharma, Inc., Modification No. 2 [dated
December 2004]. **

10.6 Services Agreement between Kyto Biopaharma, Inc. and Gerard
Serfati [dated November 1, 2004]***

31.1 Section 302 Certification**

32.1 Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 **

* 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-KSB.
*** Previously filed with Form S-8 on November 18, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Board of Directors appointed Salberg & Company, P.A. ("SALBERG") as our
independent auditors for the fiscal years ending March 31, 2005 and March 31,
2004.

(1) Audit Fees

SALBERG billed us and our subsidiary an aggregate of $24,500 for the
following professional services: audit of our annual consolidated financial
statements for the fiscal year ended March 31, 2004 included in our annual
report on Form 10-KSB and review of our interim financial statements included in
our quarterly reports on Form 10-QSB.

SALBERG billed us and our subsidiary an aggregate of $16,800 for the
following professional services: audit of our annual consolidated financial
statements for the fiscal year ended March 31, 2005 included in our annual
report on Form 10-KSB and review of our interim financial statements included in
our quarterly reports on Form 10-QSB.

(2) Audit Related Fees

SALBERG billed us and our subsidiary an aggregate of $0 and $0 for audit
related services rendered during the fiscal years ended March 31, 2005 and 2004,
respectively in connection with, among other things, the preparation of a
Registration Statement on Form 10-SB.

(3) Tax Fees

No professional services was rendered by SALBERG for tax compliance, tax
advice, and tax planning the fiscal years ended March 31, 2005 and March 31,
2004.

(4) All Other Fees

Not applicable.

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.

DATE: September 16, 2005 KYTO BIOPHARMA, INC.

By: /s/ Jean-Luc Berger
----------------------------------
Jean-Luc Berger
President & C.E.O.
And Acting Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

DATE: September 16, 2005 KYTO BIOPHARMA, INC.

By: /s/ Jean-Luc Berger
----------------------------
Jean-Luc Berger
President & C.E.O.,
And Acting Chief Financial Officer

DATE: September 16, 2005 KYTO BIOPHARMA, INC.

By: /s/ Georges Benarroch
----------------------------------
Georges Benarroch
Director

KYTO Biopharma, Inc. and Subsidiary
(A Development Stage Company)

Contents

Page(s)
-------

Report of Independent Registered Public Accounting Firm 2

Consolidated Balance Sheet 3

Consolidated Statements of Operations 4

Consolidated Statement of Changes in Stockholders' Deficiency 5

Consolidated Statements of Cash Flows 6

Notes to Consolidated Financial Statements 7-23

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Kyto Biopharma, Inc. and Subsidiary
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Kyto Biopharma,
Inc. and Subsidiary (a development stage company) as of March 31, 2005 and the
related consolidated statements of operations, changes in stockholders'
deficiency and cash flows for the years ended March 31, 2005 and 2004 and for
the period from March 5, 1999 (inception) to March 31, 2005. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of Kyto
Biopharma, Inc. and Subsidiary (a development stage company) as of March 31,
2005, and the consolidated results of their operations, changes in stockholders'
deficiency and cash flows for the years ended March 31, 2005 and 2004 and for
the period from March 5, 1999 (inception) to March 31 2005, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 11 to
the consolidated financial statements, the Company has no revenues, a net loss
of $1,963,666 and cash used in operations of $162,786 in 2005, a working capital
deficiency of $102,326, a stockholders' deficiency of $274,554 and a deficit
accumulated during development stage of $7,794,223 at March 31, 2005. These
factors raise substantial doubt about its ability to continue as a going
concern. Management's plan in regards to these matters is also described in Note
11. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

SALBERG & COMPANY, P.A.
Boca Raton, Florida
June 2, 2005

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2005

ASSETS

CURRENT ASSETS
Cash $ 37,485
Prepaid deposit 17,500
Other receivables 4,166
------------
TOTAL CURRENT ASSETS 59,151
------------

EQUIPMENT, NET 830
------------

TOTAL ASSETS $ 59,981
============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Note Payable - related party $ 100,000
Loans payable - related parties 4,616
Accrued interest payable - related party 13,029
Accounts payable 31,607
Accounts payable - related party 2,225
Accrued liabilities - related party 10,000
------------
TOTAL CURRENT LIABILITIES 161,477
------------

TOTAL LIABILITIES 161,477
------------

REDEEMABLE COMMON STOCK PURSUANT TO PUT OPTION
173,058 shares issued and outstanding,
(Redemption value, $173,058) 173,058
------------

COMMITMENTS (NOTE 4)

STOCKHOLDERS' DEFICIENCY
Preferred stock, $1.00 par value, 1,000,000 shares
authorized, none issued and outstanding --
Common stock, $0.0001 par value, 25,000,000 shares
authorized, 11,813,091 issued and outstanding 1,181
Additional paid-in capital 15,079,735
Deficit accumulated during development stage (7,794,223)
Accumulated other comprehensive loss (217,484)
------------
7,069,209
Less: Subscription Receivable (13)
Less: Deferred consulting fees (7,343,750)
------------
TOTAL STOCKHOLDERS' DEFICIENCY (274,554)
------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 59,981
============

See accompanying notes to consolidated financial statements.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM
MARCH 5, 1999
YEAR ENDED MARCH 31 (INCEPTION) TO
2005 2004 MARCH 31, 2005
----------- ----------- -------------------

OPERATING EXPENSES
Compensation $ 52,253 $ 44,345 $ 1,685,451
Depreciation and amortization 805 1,244 813,353
Consulting 1,406,250 -- 2,349,649
Bad debt -- -- 12,819
Director fees -- -- 64,100
Financing fees -- -- 28,781
Professional fees 16,551 35,253 73,858
General and administrative 52,396 41,626 362,041
Research and development 44,614 25,297 1,061,928
Loss on debt conversion 479,986 -- 496,282
Impairment loss -- -- 1,191,846
----------- ----------- -----------
TOTAL OPERATING EXPENSES 2,052,855 147,765 8,140,108
----------- ----------- -----------

LOSS FROM OPERATIONS (2,052,855) (147,765) (8,140,108)
----------- ----------- -----------

OTHER INCOME (EXPENSES)
Interest income 124 58 4,924
Interest expense (6,924) (4,669) (16,273)
Gain on debt forgiveness 9,124 -- 68,778
Loss on disposal of equipment -- -- (567)
Foreign currency transaction gain (loss) 86,865 117,530 289,023
----------- ----------- -----------
TOTAL OTHER INCOME (EXPENSE), NET 89,189 112,919 345,885
----------- ----------- -----------

NET (LOSS) $(1,963,666) $ (34,846) $(7,794,223)
=========== =========== ===========

COMPREHENSIVE (LOSS)
Foreign currency translation gain (loss) (87,495) (117,341) (217,484)
----------- ----------- -----------

TOTAL COMPREHENSIVE (LOSS) $(2,051,161) $ (152,187) $(8,011,707)
=========== =========== ===========

Net Loss Per Share - Basic and Diluted $ (0.23) $ (0.01) $ (1.58)
=========== =========== ===========

Weighted average number of shares outstanding
during the year - basic and diluted 8,389,402 6,359,758 4,926,870
=========== =========== ===========

See accompanying notes to consolidated financial statements.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
YEARS ENDED MARCH 31, 2005 AND 2004, AND FOR THE PERIOD FROM
MARCH 5, 1999 (INCEPTION) TO MARCH 31, 2005

PREFERRED STOCK COMMON STOCK ADDITIONAL
------------------------ ------------------------- PAID - IN
SHARES AMOUNT SHARES AMOUNT CAPITAL
-------- ------------ ---------- ------------ ------------

Common stock issued for services to officer -- $ -- 300,000 $ 30 $ 299,970
Common stock issued for services to consultant -- -- 255,000 25 254,975
Warrants issued to consultant -- -- -- -- 345,000
Net loss, 1999 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 1999 -- -- 555,000 55 899,945
Preferred stock issued for cash 250,000 250,000 -- -- --
Offering cost -- -- -- -- (17,005)
Common stock issued for intangible assets -- -- 2,000,000 200 1,999,800
Common stock issued for cash upon exercise
of warrants -- -- 100,000 10 99,990
Foreign currency translation loss -- -- -- -- --
Net loss, 2000 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 2000 250,000 250,000 2,655,000 265 2,982,730
Common stock issued as director fees -- -- 58,100 6 58,094
Common stock issued for cash upon exercise
of warrants -- -- 150,000 15 149,985
Common stock issued for cash upon exercise
of warrants -- -- 345,000 35 --
Common stock issued to officer as
compensation -- -- 100,000 10 99,990
Common stock issued for cash -- -- 100,000 10 99,990
Common stock issued for future services -- -- 400,000 40 1,199,960
Foreign currency translation gain -- -- -- -- --
Net loss, 2001 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 2001 250,000 250,000 3,808,100 381 4,590,749
Preferred stock converted to common stock (250,000) (250,000) 250,000 25 249,975
Common stock warrants issued for consulting
services -- -- -- -- 254,346
Common stock issued for cash upon exercise
of warrants -- -- 125,000 13 124,987
Common stock warrants issued for services -- -- -- -- 849,915
Common stock issued for cash upon exercise
of warrants -- -- 850,000 85 --
Common stock issued to directors as
compensation -- -- 6,000 -- 6,000
Common stock issued to employees as
compensation -- -- 3,000 -- 3,000
Common stock issued as loan fee -- -- 25,000 3 24,997
Foreign currency translation gain -- -- -- -- --
Net loss, 2002 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 2002 -- -- 5,067,100 507 6,103,969
Stock issued for cash and services -- -- 225,000 22 224,978
Stock issued in settlement of accounts payable,
net of redeemable shares -- -- 100,000 10 99,990
Stock issued to settle loans payable, related party -- -- 102,658 10 102,648
Stock issued as consideration for future
services -- -- 800,000 80 799,920
Stock issued for past and future rent and
administrative services -- -- 65,000 7 64,993
Common stock warrants issued as financing fee -- -- -- -- 3,783
Foreign currency translation loss -- -- -- -- --
Net loss, 2003 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 2003 -- -- 6,359,758 636 7,400,281
Foreign currency translation loss -- -- -- -- --
Amortization of deferred expenses -- -- -- -- --
Net Loss, 2004 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 2004 -- -- 6,359,758 636 7,400,281
Stock issued for cash and services -- -- 500,000 50 249,950
Common stock issued for services to consultant -- -- 4,500,000 450 6,749,550
Stock issued to settle loans payable, related party -- -- 320,000 32 479,968
Stock issued for past and future rent and
administrative services -- -- 133,333 13 199,986
Foreign currency translation loss -- -- -- -- --
Net Loss, 2005 -- -- -- -- --
-------- ------------ ---------- ------------ ------------
Balance, March 31, 2005 -- $ -- 11,813,091 $ 1,181 $ 15,079,735
======== ============ ========== ============ ============

[RESTUB]

DEFICIT
ACCUMULATED ACCUMULATED
DURING OTHER
DEVELOPMENT COMPREHENSIVE DEFERRED
STAGE LOSS CONSULTING
----------- ----------- -----------

Common stock issued for services to officer $ -- $ -- $ --
Common stock issued for services to consultant -- -- --
Warrants issued to consultant -- -- --
Net loss, 1999 (900,000) -- --
----------- ----------- -----------
Balance, March 31, 1999 (900,000) -- --
Preferred stock issued for cash -- -- --
Offering cost -- -- --
Common stock issued for intangible assets -- -- --
Common stock issued for cash upon exercise
of warrants -- -- --
Foreign currency translation loss -- (5,745) --
Net loss, 2000 (650,366) -- --
----------- ----------- -----------
Balance, March 31, 2000 (1,550,366) (5,745) --
Common stock issued as director fees -- -- --
Common stock issued for cash upon exercise
of warrants -- -- --
Common stock issued for cash upon exercise
of warrants -- -- --
Common stock issued to officer as
compensation -- -- --
Common stock issued for cash -- -- --
Common stock issued for future services -- -- (1,200,000)
Foreign currency translation gain -- 60,054 --
Net loss, 2001 (966,789) -- --
----------- ----------- -----------
Balance, March 31, 2001 (2,517,155) 54,309 (1,200,000)
Preferred stock converted to common stock -- -- --
Common stock warrants issued for consulting
services -- -- --
Common stock issued for cash upon exercise
of warrants -- -- --
Common stock warrants issued for services -- -- --
Common stock issued for cash upon exercise
of warrants -- -- --
Common stock issued to directors as
compensation -- -- --
Common stock issued to employees as
compensation -- -- --
Common stock issued as loan fee -- -- --
Foreign currency translation gain -- 13,397 --
Net loss, 2002 (2,959,415) -- --
----------- ----------- -----------
Balance, March 31, 2002 (5,476,570) 67,706 (1,200,000)
Stock issued for cash and services -- -- --
Stock issued in settlement of accounts payable,
net of redeemable shares -- -- --
Stock issued to settle loans payable, related party -- -- --
Stock issued as consideration for future
services -- -- (800,000)
Stock issued for past and future rent and
administrative services -- -- --
Common stock warrants issued as financing fee -- -- --
Foreign currency translation loss -- (80,354) --
Net loss, 2003 (319,141) -- --
----------- ----------- -----------
Balance, March 31, 2003 (5,795,711) (12,648) (2,000,000)
Foreign currency translation loss -- (117,341) --
Amortization of deferred expenses -- -- --
Net Loss, 2004 (34,846) -- --
----------- ----------- -----------
Balance, March 31, 2004 (5,830,557) (129,989) (2,000,000)
Stock issued for cash and services -- -- --
Common stock issued for services to consultant -- -- (5,343,750)
Stock issued to settle loans payable, related party -- -- --
Stock issued for past and future rent and
administrative services -- -- --
Foreign currency translation loss -- (87,495) --
Net Loss, 2005 (1,963,666) -- --
----------- ----------- -----------
Balance, March 31, 2005 $(7,794,223) $ (217,484) $(7,343,750
=========== =========== ===========

[RESTUB]

DEFERRED
SUBSCRIPTION LOAN DEFERRED
RECEIVABLE FEE EXPENSES TOTAL
----------- ----------- ----------- -----------

Common stock issued for services to officer $ -- $ -- $ -- $ 300,000
Common stock issued for services to consultant -- -- -- 255,000
Warrants issued to consultant -- -- -- 345,000
Net loss, 1999 -- -- -- (900,000)
----------- ----------- ----------- -----------
Balance, March 31, 1999 -- -- -- --
Preferred stock issued for cash -- -- -- 250,000
Offering cost -- -- -- (17,005)
Common stock issued for intangible assets -- -- -- 2,000,000
Common stock issued for cash upon exercise
of warrants -- -- -- 100,000
Foreign currency translation loss -- -- -- (5,745)
Net loss, 2000 -- -- -- (650,366)
----------- ----------- ----------- -----------
Balance, March 31, 2000 -- -- -- 1,676,884
Common stock issued as director fees -- -- -- 58,100
Common stock issued for cash upon exercise
of warrants -- -- -- 150,000
Common stock issued for cash upon exercise
of warrants -- -- -- 35
Common stock issued to officer as
compensation -- -- -- 100,000
Common stock issued for cash -- -- -- 100,000
Common stock issued for future services -- -- -- --
Foreign currency translation gain -- -- -- 60,054
Net loss, 2001 -- -- -- (966,789)
----------- ----------- ----------- -----------
Balance, March 31, 2001 -- -- -- 1,178,284
Preferred stock converted to common stock -- -- -- --
Common stock warrants issued for consulting
services -- -- -- 254,346
Common stock issued for cash upon exercise
of warrants -- -- -- 125,000
Common stock warrants issued for services -- -- -- 849,915
Common stock issued for cash upon exercise
of warrants -- -- -- 85
Common stock issued to directors as
compensation -- -- -- 6,000
Common stock issued to employees as
compensation -- -- -- 3,000
Common stock issued as loan fee -- (24,997) -- 3
Foreign currency translation gain -- -- -- 13,397
Net loss, 2002 -- -- -- (2,959,415)
----------- ----------- ----------- -----------
Balance, March 31, 2002 -- (24,997) -- (529,385)
Stock issued for cash and services -- -- -- 225,000
Stock issued in settlement of accounts payable,
net of redeemable shares -- -- -- 100,000
Stock issued to settle loans payable, related party -- 24,997 -- 127,655
Stock issued as consideration for future
services -- -- -- --
Stock issued for past and future rent and
administrative services -- -- (30,000) 35,000
Common stock warrants issued as financing fee -- -- -- 3,783
Foreign currency translation loss -- -- -- (80,354)
Net loss, 2003 -- -- -- (319,141)
----------- ----------- ----------- -----------
Balance, March 31, 2003 -- -- (30,000) (437,442)
Foreign currency translation loss -- -- -- (117,341)
Amortization of deferred expenses -- -- 30,000 30,000
Net Loss, 2004 -- -- -- (34,846)
----------- ----------- ----------- -----------
Balance, March 31, 2004 -- -- -- (559,629)
Stock issued for cash and services 0 -- -- 250,000
Common stock issued for services to consultant -- -- 1,406,250
Stock issued to settle loans payable, related party -- -- -- 480,000
Stock issued for past and future rent and
administrative services (13) -- -- 199,986
Foreign currency translation loss -- -- -- (87,495)
Net Loss, 2005 -- -- -- (1,963,666)
----------- ----------- ----------- -----------
Balance, March 31, 2005 $ (13) $ -- $ -- $ (274,554)
=========== =========== =========== ===========

See accompanying notes to consolidated financial statements.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM
MARCH 5, 1999
YEAR ENDED MARCH 31 (INCEPTION) TO
2005 2004 DECEMBER 31, 2004
----------- ----------- -------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) $(1,963,666) $ (34,846) $(7,794,223)
Adjustment to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 805 1,244 813,353
Stock based compensation 1,406,250 -- 2,884,143
Stock based consulting expense -- -- 854,345
Stock based director fees -- -- 64,100
Stock based rent and administrative fees -- 30,000 40,000
Common stock warrants issued as financing fee -- -- 3,783
Loss on disposal of equipment -- -- 567
Impairment loss -- -- 1,191,846
Gain on settlement of accounts payable -- -- (59,654)
Loss on debt conversion 479,986 -- 496,282
Amortization of stock based financing fee -- -- 24,997
Changes in operating assets and liabilities:
(Increase) decrease in:
Other receivables 1,491 2,546 (4,165)
Prepaids and other assets (16,177) (1,323) (17,500)
Increase (decrease) in:
Accounts payable and accrued expenses (81,793) 33,075 494,714
Accounts payable-Related Parties 10,318 8,160 18,478
----------- ----------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (162,786) 38,856 (988,934)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment -- -- (4,463)
----------- ----------- -----------
NET CASH USED IN INVESTING ACTIVITIES -- -- (4,463)
----------- ----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock issuance, net of
offering cost 250,000 -- 958,222
Loan proceeds from related parties, net 35,358 75,463 319,066
Repayment of loan to related parties -- -- (26,792)
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 285,358 75,463 1,250,496
----------- ----------- -----------

Effect of Exchange Rate on Cash (87,495) (117,341) (219,614)

Net Increase in Cash and Cash Equivalents 35,077 (3,022) 37,485

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,408 5,430 --
----------- ----------- -----------

Cash and Cash Equivalents at End of Period $ 37,485 $ 2,408 $ 37,485
=========== =========== ===========

Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest $ -- $ -- $ --
=========== =========== ===========
Taxes $ -- $ -- $ --
=========== =========== ===========

Supplemental Disclosure of Non-Cash Investing and
Financing Activities:
Conversion of debt to equity $ 200,000 $ -- $ 640,716
=========== =========== ===========
Stock issued for deferred consulting services $ 6,750,000 $ -- $ 6,750,000
=========== =========== ===========
Conversion of liabilities to note payable $ -- $ -- $ 102,023
=========== =========== ===========
Stock issued for debt restructuring
anti-dilution provision $ -- $ -- $ 800,000
=========== =========== ===========
Conversion of preferred shares to common shares $ -- $ -- $ 250,000
=========== =========== ===========
Stock issued for future services $ -- $ -- $ 1,200,000
=========== =========== ===========
Issued common shares for intangible assets $ -- $ -- $ 2,000,000
=========== =========== ===========

See accompanying notes to consolidated financial statements.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

NOTE 1 NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF BUSINESS

Kyto Biopharma, Inc. was formed as a Florida corporation on March 5,
1999. B Twelve, Limited, Kyto Biopharma, Inc.'s wholly-owned Canadian
subsidiary (collectively referred to as the "Company"), was also formed
on March 5, 1999. On August 14, 2002, the parent Company changed its
name from B Twelve, Inc. to Kyto Biopharma, Inc.

The Company is a biopharmaceutical company, formed to acquire and
develop innovative minimally toxic and non-immunosuppressive
proprietary drugs for the treatment of cancer, arthritis, and other
proliferative and autoimmune diseases. The Company has subsequently
built itself into a development stage biopharmaceutical company that
develops receptor-mediated technologies to control the uptake of
vitamin B12 by non-controlled proliferative cells.

Activities during the development stage include acquisition of
financing and intellectual properties and research and development
activities conducted by others under contracts.

(B) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts
of the Company and its subsidiary. All material intercompany balances
and transactions have been eliminated in consolidation.

In preparing consolidated 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 consolidated financial statements, and revenues and
expenses during the period presented. Actual results may differ from
these estimates.

Significant estimates during 2005 and 2004 and for the period for March
5, 1999 (inception) to March 31, 2005 include depreciable lives on
equipment, valuation of intangible assets, the valuation allowance of
deferred tax assets, and the valuation of non-cash stock based
transactions.

(D) CASH AND CASH EQUIVALENTS

For the purpose of the consolidated cash flow statements, the Company
considers all highly liquid investments with original maturities of
three months or less at the time of purchase to be cash equivalents.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

(E) BASIS OF PRESENTATION AND FOREIGN CURRENCY

The accompanying consolidated financial statements are presented under
accounting principles generally accepted in the United States of
America and in United States dollars.

The functional currency of the Company's Canadian subsidiary is the
Canadian dollar. The accounts of the Canadian subsidiary are translated
to United States dollars using the current rate method. Under the
current rate method, all assets and liabilities are translated using
exchange rates at the balance sheet date. Revenue and expense items are
translated using the average rate of exchange prevailing during the
period. Capital transactions are translated at their historical rates.
Exchange gains and losses resulting from translation of foreign
currencies are recorded in stockholders' deficiency as a cumulative
translation adjustment and reflected as a component of other
accumulated comprehensive income or loss.

Gains and losses resulting from foreign currency transactions are
recognized in operations of the period incurred.

(F) CONCENTRATIONS

The Company maintains its cash in bank deposit accounts, which, at
times, exceed federally insured limits. As of March 31, 2005, 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, 2005.

The Company has obtained and continues to obtain a large amount of its
funding from loans and equity funding from a principal stockholder
related to a director of the Company.

(G) EQUIPMENT

Equipment is stated at cost, less accumulated depreciation.
Expenditures for maintenance and repairs are charged to expense as
incurred. Depreciation is provided using the straight-line method over
the estimated useful lives of the assets of five years.

(H) LONG-LIVED ASSETS

The Company reviews long-lived assets and certain identifiable assets
related to those assets for impairment whenever circumstances and
situations change such that there is an indication that the carrying
amounts may not be recoverable. If the undiscounted future cash flows
of the long-lived assets are less that the carrying amount, their
carrying amount is reduced to fair value and an impairment loss is
recognized.

(I) STOCK-BASED COMPENSATION

The Company accounts for stock options issued to employees in
accordance with the provisions of Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. As such, compensation cost is measured on the date of
grant as the excess of the current market price of the underlying stock
over the exercise price. Such compensation amounts are amortized over

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

the respective vesting periods of the option grant. The Company adopted
the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," and SFAS No. 148, "Accounting for Stock Based
Compensation-Transaction and Disclosure," which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per
share disclosures for employee stock option grants as if the
fair-valued based method defined in SFAS No. 123 had been applied.

The Company accounts for stock options or warrants issued to
non-employees for goods or services in accordance with SFAS No. 123.
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 an options pricing model.

(J) RESEARCH AND DEVELOPMENT COSTS

Others conduct research and development on behalf of the Company under
contractual agreements and such costs are charged to expense as
incurred. Research and development expense was $44,614, $25,297, and
$1,061,928 for the years ended March 31, 2005, 2004, and for the period
from March 5, 1999 (inception) to March 31, 2005, respectively.

(K) INCOME TAXES

The Company accounts for income taxes under the Financial Accounting
Standards No. 109 "Accounting for Income Taxes" ("Statement 109").
Under Statement 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
consolidated 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 Statement 109, 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.

(L) COMPREHENSIVE INCOME

The Company accounts for Comprehensive Income under the Financial
Accounting Standards Board Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" ("Statement No. 130").
Statement No. 130 establishes standards for reporting and display of
comprehensive income and its components. Comprehensive income is the
total of net income (loss) and other comprehensive income (loss).

The foreign currency translation gains and losses resulting from the
translation of the financial statements of B Twelve, Ltd. expressed in
Canadian dollars to United States dollars are reported as Accumulated
Other Comprehensive Income or Loss in the Consolidated Statement of
Changes in Stockholders' Deficiency.

(M) NET LOSS PER COMMON SHARE

In accordance with Statement of Financial Accounting Standards No. 128,
"Earnings per Share", basic earnings per share is computed by dividing

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

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 antidilutive for the periods presented.
At March 31, 2005, there were common stock warrants to issue 275,000
common shares, which could potentially dilute future earnings per
share.

Additionally, there were 173,058 shares of redeemable common stock
issued in connection with a written put option (see Note 4(C)) that are
not included as a component of stockholders' deficiency and are not
included in the computation of basic and diluted earnings per share as
these shares are not considered to be outstanding during the periods
presented and the effect of the issuance of these shares is
anti-dilutive.

(N) FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107, "Disclosures about
Fair Value of Financial Instruments," requires disclosures of
information about the fair value of certain financial instruments for
which it is practicable to estimate that value. For purposes of this
disclosure, the fair value of a financial instrument is the amount at
which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced sale or liquidation.

The carrying amounts of the Company's short-term financial instruments,
including other receivable, accounts payable, and loans payable-related
parties, approximate fair value due to the relatively short period to
maturity for these instruments.

(O) NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the FASB issued SFAS No. 149; "Amendment of Statement 133
on Derivative Instruments and Hedging Activities" ("SFAS 149") which
provides for certain changes in the accounting treatment of derivative
contracts. SFAS 149 is effective for contracts entered into or modified
after June 30, 2003, except for certain provisions that relate to SFAS
No. 133, Implementation issues that have been effective for fiscal
quarters that began prior to June 15, 2003, which should continue to be
applied in accordance with their respective effective dates. The
guidance should be applied prospectively. The adoption of SFAS 149 did
not have a material impact on the Company's consolidated financial
position, results of operations, or liquidity.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity" ("SFAS 150"). This new statement changes the accounting for
certain financial instruments that, under previous guidance, issuers
could account for as equity. It requires that those instruments be
classified as liabilities in balance sheets. Most of the guidance in
SFAS 150 is effective for all instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the
interim period beginning after June 15, 2003. The adoption of SFAS 150
did not have a material impact on the Company's consolidated financial
position, results of operations, or liquidity.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

In December 2004, the FASB issued SFAS No. 123(R) that will require
compensation costs related to share-based payment transactions to be
recognized in the financial statements. With limited exceptions, the
amount of compensation cost will be measured based on the grant-date
fair value of the equity or liability instruments issued. In addition,
liability awards will be re-measured each reporting period.
Compensation cost will be recognized over the period that an employee
provides service in exchange for the award. Statement 123(R) replaces
FASB Statement No. 123 and supersedes APB Opinion No. 25, and is
effective as of the beginning of the first annual reporting period that
begins after June 15, 2005

(P) RECLASSIFICATIONS

Certain amounts in the March 31, 2004 consolidated financial statements
have been reclassified to conform to the March 31, 2005 presentation.

NOTE 2 EQUIPMENT

Equipment consists of the following at March 31:

2005
-------
Computers and equipment $ 4,589
Less: Accumulated depreciation (3,759)
-------
$ 830
=======

Depreciation was $805 and $1,244 for the years ended March 31, 2005 and 2004,
respectively, and $813,353 for the period from March 5, 1999 (inception) to
March 31, 2005.

During 2002, furniture and fixtures were disposed of. The loss on the disposal
for the year ended March 31, 2002 was $567.

NOTE 3 INTANGIBLE ASSETS IMPAIRMENT

On June 2, 1999, the Company purchased a portfolio of patents, patents pending,
and related intellectual property (collectively the "Intellectual Property")
from a third party in exchange for 2,000,000 shares of the Company's common
stock. The shares were valued at $1.00 per share based on contemporaneous cash
purchases of convertible preferred stock and common stock warrants resulting in
a value of $2,000,000. The Company also capitalized certain legal costs.

The purchased Intellectual Property has been amortized over its estimated useful
life of seven years from the acquisition date and through March 31, 2002.

Amortization expense was $285,708 for the year ended March 31, 2002 and $809,511
for the period from March 5, 1999 (inception) to March 31, 2004 (See below).
There was no amortization expense for the years ended March 31, 2005 and 2004,
respectively.

As of March 31, 2002, management performed an impairment analysis of the
Intellectual Property. Due to the then current status of the Company as a

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

development stage company and the inherent difficulties in projecting future
revenues, management decided to take a conservative approach and recognize an
impairment loss for the full book value of the asset totaling $1,191,846 in
2002.

NOTE 4 COMMITMENTS AND CONTINGENCIES

(A) EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with an officer in
June 1999, which expired on May 31, 2001. The agreement stipulates a
salary based on funding criteria and issuance of 1,200,000 common stock
options, which vest based on the Company meeting stipulated milestones.
The options are exercisable upon vesting at $0.0001 per share. The
options were valued on the grant date using the intrinsic value method
pursuant to APB No. 25 and the contemporaneous cash common stock sale
price of $1.00 resulting in an approximate $1.00 option value. Due to
the uncertainty of meeting milestones, a compensation expense based on
the estimated $1.00 value of the options will be recognized upon
vesting. Through March 31, 2001, none of the options vested. In May
2001, 587,500 of the options vested, and a compensation expense of
$587,441 was recognized. (See Notes 6(B) and 6(C))

The Company entered into an employment agreement with an officer in
June 2000, which expired on May 31, 2001. The agreement stipulates a
salary based on funding criteria and issuance of 400,000 common stock
options, which vest based on the Company meeting stipulated milestones.
The options are exercisable upon vesting at $0.0001 per share. The
options were valued on the grant date using the intrinsic value method
of APB No. 25 and the contemporaneous cash common stock sale price of
$1.00 resulting in an approximate $1.00 option value. Due to the
uncertainty of meeting milestones, a compensation expense based on the
estimated $1.00 value of the options will be recognized upon vesting.
Through March 31, 2001, none of the options vested. In May 2001,
262,500 of the options vested and a compensation expense of $262,474
was recognized. (See Notes 6(B) and 6(C))

In June 2001, the above employment agreements were renewed and the
remaining 612,500 and 137,500 options under each agreement,
respectively, remained outstanding. However, in November 2001, those
employment agreements were terminated by the Company and the related
option agreements for 612,500 and 137,500 options were also cancelled.
One of those agreements was replaced with an oral consulting agreement
with one individual to act as President and Chief Executive Officer.

(B) LEASES

The Company leases office space on a month-to-month basis. The premise
is leased from a principal stockholder (See Note 6(B) and 7). Rent
expense in 2005, 2004, and for the period from March 5, 1999
(inception) to March 31, 2005 was $20,000, $20,000, and $108,377,
respectively and is included in general and administrative expense in
the accompanying consolidated statements of operations. (See Note 5(B))

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

In November 2002 and February 2003, the Company issued an aggregate
273,058 shares of its common stock having a fair value of $273,058 to
settle certain accounts payable under a debt settlement agreement
("agreement") with three unrelated parties (See Note 6(B)). Of the
total stock issued in connection with the agreement, two of these
parties received an aggregate 173,058 shares of common stock. In
addition, these two creditors received a written put option for the
aggregate 173,058 shares of common stock previously issued.
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. The redemption
value of these shares of common stock at March 31, 2005 is $173,058.
(See Note 1(M))

(D) REGULATION

The business of the Company is subject to various governmental
regulations in the United States of America, Canada, and other
countries, which must approve any Company products before commencement
of commercial sales and which regulate the manufacturing of
pharmaceuticals. (See Note 11)

(E) COMMITMENT

In December 2004, the Company signed an Extension Modification of
Research Collaboration Agreement with the Research Foundation of State
University of New York (RFSUNY) 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. The Company shall amend patent
No. 5,688,504 to legally establish joint ownership with RFSUNY. The
$35,000 was paid in January 2005 with a prepaid balance of $17,500
remaining at March 31, 2005.

NOTE 5 LOANS AND NOTES PAYABLE AND ACCRUED LIABILITIES, RELATED PARTIES

(A) LOANS PAYABLE, RELATED PARTIES

In November 2002, the Company received working capital funds from a
principal stockholder totaling $50,000 as part of a $100,000 agreement
to provide debt financing.

During the year ended March 31, 2004, the Company received the
remaining $50,000 portion of the debt financing transaction plus an
additional $25,000. All activity with this principal stockholder
represents a 100% concentration of all debt financing for the year
ended March 31, 2004. All loans are non-interest bearing, unsecured and
due on demand. In the first quarter of fiscal 2004, an additional
$35,000 loan was received from the same principal stockholder. In
October 2004, the $160,000 was exchanged for 320,000 common shares (see
Note 6 (B)). The Company recognized a loss of $320,000 on this
transaction.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

At March 31, 2005, the Company owed $4,616 to a related party director
of the Company. The loan was non-interest bearing, unsecured and due on
demand and included in the loans payable, relayed party balance. (See
Note 7)

(B) ACCRUED LIABILITIES, RELATED PARTY

The Company leases office space and administrative services from a
principal stockholder related party. Rent and administrative expense in
2005, 2004, and for the period from March 5, 1999 (inception) to March
31, 2005 was $40,000, $40,000, and $216,754, respectively and is
included in general and administrative expense in the accompanying
consolidated statements of operations. The Company allocates 50% of
these amounts to rent expense. (See Note 4(B)). Accrued liabilities for
the above services at March 31, 2005 were $10,000. (See Note 4(B))

At March 31, 2005, accounts payable-related party of $2,225 are
payables to a director for expense reimbursement due.

During the year ended March 31, 2001, the Company entered into an
agreement with a vendor, who is also a principal stockholder, related
party for services totaling $200,000. On November 11, 2002, the Company
and vendor mutually agreed that in lieu of the $200,000 payment, the
vendor 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 the vendor. 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, all principal and accrued interest is payable in
full upon the earliest of the following:

(i) The date on which the Company raises at least $1,000,000 in
funding within a twelve-month period;

(ii) The date on which an agreement between the Company, vendor and
other unrelated party terminates; or

(iii) Three years from the date of the promissory note.

Since the note is due in November 2005, the note payable was
re-classified to current liabilities at March 31, 2005.

NOTE 6 STOCKHOLDERS' DEFICIENCY

(A) PREFERRED STOCK

In June 1999, an investor purchased 250,000 units at $1.00 per unit or
$250,000 consisting of 250,000 shares of convertible preferred stock
and receives warrants to purchase up to 750,000 common shares as

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

follows: 250,000 common stock warrants exercisable at $1.00 per share
issued with the preferred stock and another potential 500,000 as
discussed below. The preferred stock was convertible to common stock on
a one-for-one basis upon the earlier of:

(i) An initial public offering by the Company, as defined,

(ii) The completion of a reverse take-over transaction,

(ii) A minimum $3,000,000 private equity financing based on a
$10,000,000 valuation or,

(iv) The merger of the Company with another corporation or the sale
of substantively all the assets of the Corporation.

There was no beneficial conversion feature upon the sale as the value
of the common shares into which the preferred shares are convertible
are also $1.00 based on contemporaneous transactions.

Upon exercise of the first 250,000 warrants, the investor received
another warrant for 250,000 common shares at $1.00 exercise price per
share. Upon conversion of the preferred stock, each share of common
stock issued shall be coupled with an additional common stock purchase
warrant at an exercise price of $1.00 per share with a three-month
term. In December 1999 and May 2000, 100,000 and 150,000, respectively,
of the first warrant were exercised and therefore in May 2000 the
additional 250,000 warrant was granted with an exercise price of $1.00
expiring June 2003. In June 2001, pursuant to a letter of intent, which
was ratified by the shareholders, the preferred shares were converted
and the additional 250,000 warrants were granted at an exercise price
of $1.00 with an amended term not to exceed five years. There was no
beneficial conversion feature to the warrants as the value of the
common stock was still considered to be $1.00 based on contemporaneous
transactions at that time. There was no effect of the warrant issuances
on operations as all warrants are considered to be purchased as part of
the preferred stock unit. The second and third warrants totaling
500,000 common shares remained outstanding at March 31, 2003. In June
2003, 250,000 of those expired leaving 250,000 outstanding at March 31,
2005. At March 31, 2005, no preferred shares were outstanding.

(B) COMMON STOCK AND OPTIONS

In March 1999, the Company issued 300,000 common shares to an officer
for services, which were valued at a planned contemporaneous cash
offering price for one-for-one convertible preferred stock and common
stock warrants issued with an exercise price of $1.00 per share. A
compensation expense of $300,000 was recorded in 1999.

In March 1999, the Company issued 255,000 common shares and 345,000
common stock warrants exercisable at $0.0001 per share as a fee for
assistance in the acquisition of intangible assets. The common shares
were valued based on a contemporaneous cash-offering price of $1.00 per
share. The warrants were valued pursuant to SFAS 123, at $1.00 per
warrant. The aggregate consulting expense charged to operations in 1999
for the shares and warrants was $600,000.

In June 1999, the Company issued 2,000,000 common shares for a
portfolio of patents, patents pending, and related intellectual

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

property. The portfolio was valued at $2,000,000 based on a $1.00 per
share contemporaneous cash offering price for one-for-one convertible
preferred stock and common stock warrants issued with an exercise price
of $1.00.

In December 1999, 100,000 common stock warrants were exercised for
$100,000.

In May 2000, directors were granted an aggregate 58,100 common shares
for services rendered. The shares were valued at the contemporaneous
cash offering price of $1.00 per share resulting in a compensation
expense of $58,100 on the grant date.

In May 2000, 150,000 common stock warrants were exercised for $150,000.

In October 2000, 345,000 common stock warrants were exercised at
$0.0001 per share or a total of $35.

In October 2000, 100,000 common shares were issued to an officer as
compensation for services rendered. A compensation expense of $100,000
was recognized on the grant date based on the contemporaneous cash
offering price of $1.00 per common share.

In December 2000, 50,000 common shares were sold to an unrelated party
for $50,000 and another 50,000 common shares were sold to a stockholder
for $50,000.

During January 2001, the Company issued 400,000 fully vested shares to
a third party research and development subcontractor (the "Vendor") 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 the
Vendor, the Company valued the 400,000 shares at $1,200,000, which
reflected the best available evidence as to the valuation of these
shares (See note 7). 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. However, the vendor only
receives credit of $1,200,000 towards its invoices. In addition, the
vendor's common stock holdings may not exceed 20%. Should the vendor's
stock be reduced to comply with the 20% provision the Company's credit
will be reduced pro-rata. As of March 31, 2004, no services had yet
been performed under the terms of the agreement. As a result of the
800,000 shares issued, this third party subcontractor became a
principal stockholder of approximately 19.9% and thus, a related party.

In May 2001, two officers vested in 850,000 common stock options
previously granted pursuant to their employment agreements upon the
achievement of certain milestones. A compensation expense of $849,915
was recognized under APB 25 based on the intrinsic value of the options
at the grant date. In November 2001 and March 2002, the 262,500 and
587,500 options, respectively, were exercised. Accordingly, 850,000
common shares were issued at $0.0001 per share for an aggregate $85.
(See Notes 4(A) and 6(C))

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

In May 2001, a principal stockholder was granted 125,000 common stock
options and a consulting expense of $254,345 was recognized pursuant to
SFAS 123 based on the $3.00 fair market value of the common shares. The
shareholder immediately exercised 125,000 options for 125,000 common
shares at an exercise price of $125,000. (See Note 7)

In May 2001, the 250,000 preferred shares were converted into 250,000
common shares. Pursuant to the warrant agreement attached to the
preferred shares, an additional 250,000 warrants were issued upon
conversion with an exercise term of five years at an exercise price of
$1.00 per share.

In December 2001, 3,000 common shares were issued to an employee at
$0.0001 per share for services rendered. A compensation expense was
recognized at the actual cost of $1.00 per share or $3,000 based on a
contemporaneous cash offering price.

In December 2001, 3,000 common shares were issued to two directors each
at $0.0001 per share for services rendered. A director's fee was
recognized at the actual cost of $1.00 per share or $6,000 based on a
contemporaneous cash offering price.

In March 2002, 25,000 common shares were issued to a related party for
$0.0001 per share as a loan fee relating to a convertible debenture
issued subsequently to March 31, 2002 (see Note 9). A deferred loan fee
was recorded at $24,997 based on the contemporaneous cash offering
price less the cash paid of $3.00 (see Note 10). During 2003, the
convertible debt associated with this loan fee was converted into
102,658 shares of common stock and the entire fee of $24,997 was
charged to operations for 2003.

In November 2002, the Company issued 225,000 shares of common stock at
$0.001 par value for $23.00 to certain employees, members of
management, and the board of directors (see Note 7). The shares issued
had a fair value of $1.00 per share based on recent contemporaneous
transactions. Accordingly, an additional $224,977 was charged to
operations and reflected as compensation.

In November and December 2002, the Company issued 167,658 shares of
common stock having a fair value of $1.00 per share based on the recent
stock issuances for cash to settle outstanding accounts and loans
payable with a related party totaling $167,658. Of the total shares
issued, 102,658 shares valued at $102,658 were issued in connection
with a convertible debenture (see Note 9). Accordingly, no gain or loss
was recognized in these transactions. (See Note 7)

In November 2002 and February 2003, the Company issued an aggregate
273,058 shares of common stock to settle certain accounts payable
totaling $256,762 with unrelated entities (See Note 4(C)). The shares
issued has a fair value of $1.00 per share representing the mutually
agreed upon value of the Company's stock. As a result, the Company
recognized a loss on settlement totaling $16,296.

In December 2002, the Company issued 40,000 shares of its common stock
to a principal stockholder (See Notes 4(B) and 7) having a fair value

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

of $40,000 based on recent contemporaneous transactions. In exchange
for the stock issued, the Company received various corporate services
including rental of the office facility, general accounting services,
and overhead. The 40,000 shares were issued for calendar year 2003.
Accordingly, $10,000 was charged to operations and included in general
and administrative expenses and the remaining $30,000 was deferred and
included as a separate component of stockholders' deficiency to be
amortized over the remaining service period.

In October 2004, the Company entered into a non-brokered private
placement of 500,000 shares at a price of $0.50 per share for proceeds
of $250,000 with a finance company controlled by a director of the
Company.

In October 2004, the Company converted a related party loans payable of
$160,000 into 320,000 shares of common stock at $1.50 per share. The
debt was due to a finance company controlled by a director of the
Company. The Company recognized a loss of $320,000 on this transaction
(see Note 5 (A)).

In November 2004, the Company entered into a services agreement for two
years to generate and increase customer interest in the Company's
products and technologies and explore merger/acquisition possibilities.
The Company issued 4,500,000 shares of common stock. The stock was
valued at the quoted trading price of $1.50 on the grant date resulting
in a total value of $6,750,000 to be recognized over the service period
of November 1, 2004 through October 31, 2006. A consulting expense of
$1,406,250 was recorded as of March 31, 2005.

In December 2004, the Company issued 133,333 shares valued at $1.50 per
share based on the quoted trade price in payment of various expenses
totaling $40,000 owed to a finance company controlled by a director of
the Company. The Company recorded a loss on debt conversion of
$159,986. A subscription receivable of $13.00 was recorded as of
December 31, 2004.

In January 2005, the Company received the remaining $100,000 from a
private placement announced in October 2005.

The Company issues stock options and warrants to employees, service
providers, and investors in the course of business.

In accordance with SFAS 123, for options issued to employees, the
Company applies APB Opinion No. 25 and related interpretations. During
2003, the Company did not grant common stock options to officers. Due
to the uncertain vesting period of certain grants due to vesting
contingencies, compensation expense is recognized only upon vesting.
Accordingly, compensation cost of $849,915 was recognized for 850,000
options vested in May 2001. The remaining 750,000 potential options
under the employment agreements were terminated by the Board of
Directors when the employment agreements were terminated in November
2001. (See Notes 4(A) and 6(B))

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

Had compensation cost for the Company's stock-based compensation plan
been determined on the fair value at the grant dates for awards under
that plan, consistent with Statement No. 123, the Company's net loss
for the years ended March 31, 2005 and 2004 and the period from March
5, 1999 (inception) to March 31, 2005 would not have changed.

The effect of applying Statement No. 123 is not likely to be
representative of the effects on reported net income (loss) for future
years due to, among other things, the effects of vesting.

For stock options and warrants issued to non-employees, the Company
applies SFAS 123. Accordingly, consulting expense of $3,783 and
$254,345 was recognized in 2003 and 2002, respectively, upon granting
of 25,000 and 125,000 common stock options, respectively. $345,000 was
charged to operations in 1999 as reflected in the accompanying
consolidated statements of operations from March 5, 1999 (inception) to
March 31, 2005. See tabular summary below for assumptions.

For consolidated financial statement disclosure purposes and for
purposes of valuing stock options and warrants issued to consultants,
the fair market value of each stock granted was estimated on the grant
date using the Black-Scholes Option-Pricing Model in accordance with
SFAS 123. The following weighted-average assumptions were used for the
year ended March 31:

2005 2004 2003 2002 2001 2000 1999
-------- ------ ----------- --------- ------- -------- -----------

Expected Dividend Yield $ -- $ -- $ 0.00% $ 0.00% $ -- $ -- $ 0.00%
Risk Free Interest Rate -- -- 4.145% 3.57% -- -- 4.53%
Expected Volatility -- -- 0.00% 0.00% -- -- 0.00%
Expected Term -- -- 4 Years 1 Year -- -- 2 Years
Consulting Expense $ -- $ -- $ 3,783 $ 254,345 $ -- $ -- $ 345,000

A summary of the options outstanding, which were granted for cash or
services are presented below:

NUMBER OF
OPTIONS AND WEIGHTED AVERAGE
WARRANTS EXERCISE PRICE
----------- ----------------
Stock Options
Balance at March 31, 2002 500,000 $1.00
Granted 25,000 1.00
Exercised -- --
Forfeited -- --
Terminated -- --
-------- -----
Balance at March 31, 2003 525,000 $1.00
Granted -- --
Exercised -- --
Forfeited (250,000 ) 1.00
Terminated -- --
-------- -----
Balance at March 31, 2004 275,000 $1.00
Granted -- --
Exercised -- --
Forfeited -- --
Terminated -- --
-------- -----
Balance at March 31, 2005 275,000 $1.00
=====
Weighted average fair value
of options granted for
services during 2005 $ --
=====

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

The following table summarizes information about options and warrants
outstanding at March 31, 2005:

OPTIONS AND WARRANTS OUTSTANDING OPTIONS AND WARRANTS EXERCISABLE
-------------------------------------------------------------------- ----------------------------------

WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE OUTSTANDING AT CONTRACTUAL EXERCISE EXERCISABLE AT EXERCISE
PRICE MARCH 31, 2005 LIFE PRICE MARCH 31, 2005 PRICE
------------ ------------------ -------------- ------------ ------------------ ------------

$ 1.00 250,000 1.08 Years 1.00 250,000 0.91
$ 1.00 25,000 2.08 Years 1.00 25,000 0.09
------------------ ------------ ------------------ ------------
275,000 $ 1.00 275,000 $ 1.00
================== ============ ================== ============

(D) PAR VALUE

In August 2001, the par value of common stock was changed to $0.0001
from $1.00. The change is reflected retroactively for all periods
presented in the accompanying consolidated financial statements.

NOTE 7 RELATED PARTIES

Certain liabilities with a related party were settled with common stock. (See
Note 6(B).)

In November 2004 the Company issued 4,500,000 shares to a consultant which
represents approximately 37% of the outstanding shares as of March 31, 2005.
Therefore, this consultant became a principle stockholder related party in
November 2004.

The Company leases its facility from a principal stockholder who also provides
certain administrative services to the Company. (See Notes 4(B) and 6(B)).

During the year ended March 31, 2004, the Company received working capital funds
from a principal stockholder totaling $75,463. The receipt of these funds
represents a 100% concentration of debt financing for the Company during 2004.
(See Note 5 (A).)

At March 31, 2005, the Company owed $4,616 to a related party of a principal
stockholder. (See Note 5(A)).

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

In November and December, 2003, the Company issued 167,758 shares of common
stock to settle certain accounts and loans payable (See Note 6(B).)

In November 2002, the Company issued 225,000 shares of common stock to certain
employees, members of management, and directors. (See Note 6(B).

On May 1, 2002, the Company issued a $100,000, 5% Senior Secured Convertible
Debenture-Series A to a principal stockholder (see notes 6(B) and 9).

In May 2001, a principal stockholder was granted 125,000 common stock options
(See Note 6(B)).

In October 2000, 400,000 stock options were reserved in trust for future
issuance in accordance with an anti-dilution provision in an amended stockholder
agreement (See Note 6(B)). During May 2001, 125,000 of these options were
granted to a principal stockholder and then exercised at a price of $1.00 per
share. The Company recognized a consulting expense of $254,345 in 2002 based on
the $3.00 current fair market value of the warrants computed pursuant to the
fair market value method of SFAS 123. (See Note 6(B))

NOTE 8 SETTLEMENT OF ACCOUNTS PAYABLE

During the year ended March 31, 2003, the Company had outstanding accounts
payable with a vendor totaling $59,654. The vendor formally released the Company
of any further obligations under the terms of the agreement. Accordingly, the
Company recognized the entire $59,654 as a gain on settlement and this amount is
reflected in the consolidated statement of operations as other income during the
period from March 5, 1999 (inception) to March 31, 2005.

During 2005 the Company recorded a gain on debt forgiveness of $9,124 relating
to a vendor invoice.

NOTE 9 CONVERTIBLE DEBENTURE

On May 1, 2002, the Company issued a $100,000, 5% Senior Secured Convertible
Debenture-Series A (the "Debenture") to a related party principal stockholder
(the "Investor") and received the first $50,000 of funding under the debenture
(see Note 7). Unless converted, redeemed or retracted before maturity, interest
payments are due May 1, 2003 and April 30, 2004. The Debenture must be paid in
full on the earlier of April 30, 2004 or the closing date of the next round of
financing for a minimum of $1,000,000. The Debenture is collateralized under a
Security Agreement by all of the Company's assets, including its patent
applications. At any time, at the option of the holder, the outstanding
principal amount of the debenture is convertible into common shares of the
Company at a conversion price of $1.00 per share and accrued interest shall be
payable in cash at that time. The Debenture contains various covenants, some of
which restrict the ability of the Company to issue further debt or equity
securities. The Debenture contains anti-dilution provisions requiring the
Company to issue additional shares to the Investor, based upon a stipulated
formula, if the Company sells any additional shares at less than $3.00 per
share. (See Note 6(B)).

Upon the issuance of the convertible debenture, and in accordance with EITF 98-5
"Accounting for Convertible Securities with Beneficial Conversion Features or

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

Contingently Adjustable Conversion Ratio," there was no beneficial conversion as
the market price of the Company's common stock, which was $1.00 on the
commitment date, was equivalent to the exercise price of $1.00.

In November 2002, the $100,000 debenture plus accrued interest was converted
into 102,568 shares of common stock having a fair value of $102,568. The
principal of $100,000 and accrued interest of $2,568 was valued at $1.00 per
share based upon recent transaction for the settlement of certain accounts
payable and loans payable with the same related party (principal stockholder)
and unrelated parties (See Note 6(B)).

NOTE 10 INCOME TAXES

The Company files separate tax returns for the parent and its Canadian
subsidiary. There was no income tax expense for the years ended March 31, 2005
and 2004, due to the Company's net losses or utilization of net operating loss
carryforwards.

The blended Canadian Federal and Provincial Corporate tax rate of 41.5% applies
to loss before taxes of the Canadian subsidiary. The Company's tax expense
differs from the "expected" tax expense for Federal income tax purposes for the
years ended March 31, 2004 and 2003, (computed by applying the United States
Federal Corporate tax rate of 34% to consolidated loss before taxes), as
follows:

YEARS ENDED MARCH 31,
2005 2004
-------------- ---------------
Computed "expected" tax benefit $ (667,646) $ (11,848)
Foreign income tax rate differences 2,196 5,198
Change in deferred tax asset
valuation allowance 665,450 6,650
-------------- ---------------
$ -- $ --
============== ===============

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at March 31, 2005 are as follows:

Deferred tax assets:
United States net operating loss carryforward $ 1,689,357
Canadian net operating loss carryforward 1,103,470
--------------------
Total gross deferred tax assets 2,792,827
Less valuation allowance (2,792,827)
--------------------
Net deferred tax assets $ --
====================

The valuation allowance at March 31, 2003 was $2,127,377. The net change in
valuation allowance during the year ended March 31, 2005 was an increase of
approximately $665,450. The Company's subsidiary has net operating losses of
approximately $2,659,000 at March 31, 2005 available to offset the subsidiaries'
net income through 2010 under Canadian Federal and Provincial tax laws and the
parent United States entity has a net operating loss carryforward of
approximately $4,969,000 available to offset the parent's net income through
2024.

For the purpose of these estimates, certain stock based expenses aggregating
approximately $1,008,000 since inception were considered non-deductible. Actual
amounts ultimately deductible may differ from these estimates.

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005

The utilization of the net operating loss carryforwards is dependent upon the
ability to generate sufficient taxable income during the carryforward period. In
addition, utilization of these carryforwards may be limited due to ownership
changes as defined in the Internal Revenue Code.

NOTE 11 GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has no revenues, a net loss of $1,963,666 and net cash used in operations of
$162,786 in 2005 and a working capital deficiency of $102,326, a stockholders'
deficiency of $274,554 and a deficit accumulated during the development stage of
$7,794,223 at March 31, 2005. The ability of the Company to continue as a going
concern is dependent on the Company's ability to further implement its business
plan, raise capital, and generate revenues (see Note 4(D)). The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

The Company is currently a development stage company and its continued existence
is dependent upon the Company's ability to resolve its liquidity problems,
principally by obtaining additional debt financing and/or equity capital. During
the three months ended June 30, 2004, the Company received $35,000 in related
party debt financing. In October 2004, the Company closed on a non-brokered
private placement of 500,000 shares at a price of $0.50 per share for proceeds
of $250,000 of which $100,000 was paid in January 2005 and has also converted a
debt of $160,000 into 320,000 shares of common stock (See Note 5(A) and Note
6(B)) The Company recognized a loss of $320,000 on this transaction.

The Company has yet to generate an internal cash flow, and until the sales of
its product begins, the Company is very dependent upon debt and equity funding.
The Company must successfully complete its research and development resulting in
a saleable product. However, there is no assurance that once the development of
the product is completed and finally gains Federal Drug and Administration
clearance, that the Company will achieve a profitable level of operations.

EXHIBIT 31.1

CERTIFICATIONS UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
------------------------------------------------------------------

I, Jean-Luc Berger, certify that:

1. I have reviewed this annual report on Form 10-KSB of Kyto Biopharma,
Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the small business issuer and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the small business issuer, including
its consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures as of a date within 90 days prior to
the filing date of this report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the small
business issuer's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the small business issuer 's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business
issuer's internal controls; and

6. I have indicated in this report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: September 16, 2005

By: /s/ Jean-Luc Berger
------------------------------------
Jean-Luc Berger
President, Chief Executive Officer
and Acting Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 905 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Jean-Luc
Berger, President, Chief Executive Officer and Acting Chief Financial Officer of
Kyto Biopharma, Inc., a Florida corporation (the "Company"), do hereby certify,
to the best of my knowledge, that:

(1) the Company's Annual Report on Form 10-KSB for the period ended
March 31, 2005, as filed with the Securities Exchange Commission on
the date hereof (the "Report") fully complies, in all material
respects, with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company for the periods presented therein.

Date: September 16, 2005

By: /s/ Jean-Luc Berger
----------------------------------
Jean-Luc Berger
President, Chief Executive Officer
and Acting Chief Financial Officer

APPENDIX C
----------

EXHIBIT 10.1

RESEARCH COLLABORATION AGREEMENT BETWEEN
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
AND B TWELVE LTD.

AGREEMENT made this 19 day of August 1999 by and between THE RESEARCH
FOUNDATION OF STATE UNIVERSITY OF NEW YORK, a non-profit, educational
corporation organized and existing under the laws of the State of New York, with
its principal offices located at State University Plaza, Albany, New York
(mailing address: Post Office Box 9, Albany New York 12201-0009), hereinafter
referred to as the "FOUNDATION", acting on behalf of the State University of New
York Health Science Center at Brooklyn, hereinafter referred to as "UNIVERSITY,"
and B TWELVE LTD., a corporation organized and existing under the laws of the
Province of Ontario, with its principal office located at Suite 3303, 130
Adelaide Street West, Toronto, Ontario, Canada, M5H 3P5, hereinafter referred to
as "COLLABORATOR".

WHEREAS, COLLABORATOR is engaged in the development of Vitamin
B12-related agents that have potential utilization in patient care and
treatment; and

WHEREAS, UNIVERSITY has existing antibodies to human transcobalamin II
which inhibit the uptake of Vitamin B12 as described in Exhibit A (hereinafter
referred to as the "Antibodies"), as well as research facilities and situations
that would allow investigation and study of other Vitamin B12-related agents as
described in Exhibit B (hereinafter referred to as the "Research Plan"); a copy
of both Exhibits A and B are attached hereto and incorporated in their entirety
herein by reference; and

WHEREAS, both COLLABORATOR and UNIVERSITY consider it desirable to
evaluate the Antibodies and perform the Research Plan;

NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, COLLABORATOR and UNIVERSITY agree as follows:

I. Evaluation of the Antibodies

1. Providing Antibodies/Option to License

a. UNIVERSITY agrees to provide the Antibodies to COLLABORATOR for
the purpose of evaluation of potential therapeutic utility. UNIVERSITY further
agrees to provide COLLABORATOR any required or necessary technical support
and/or know-how for evaluation of the same by COLLABORATOR during the period of
this Research Collaboration Agreement.

Page 1 of 9

b. UNIVERSITY hereby grants COLLABORATOR an option to negotiate and
acquire an exclusive, world-wide. royalty bearing license to the Antibodies
(including patent applications. patents and copyrights thereon) following
COLLABORATOR evaluation of the same. DIVERSITY hereby warrants that it has the
exclusive right to license the Antibodies subject only to any residual rights of
the United States government pursuant to 35 U.S.C. 200 et. seq. COLLABORATOR
shall have six (6) months from the date of receipt of the Antibodies (and any
required or necessary technical support and/or know-how for evaluation of same)
to exercise this option by giving written notice to UNIVERSITY of the same.
COLLABORATOR agrees to comply with U.S. Government regulations concerning
inventions sponsored by the U.S. Government.

c. If COLLABORATOR elects to exercise its option to negotiate and
acquire such a license in the time and manner provided in Article I.1.b. herein
above, COLLABORATOR and UNIVERSITY agree 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 UNIVERSITY and COLLABORATOR fail to enter into an agreement
during that period of time [the license option period], COLLABORATOR shall have
a right of first refusal to any terms generally more favorable offered by
UNIVERSITY to a third party for a period of one (1) year thereafter.

d. In the event that the parties fail to reach an agreement
regarding the terms and conditions of said license as provided in Article I.1.c.
herein above, six (6) months after COLLABORATOR notification to UNIVERSITY of
COLLABORATOR exercise of said option pursuant to Article I.1.b. herein above,
UNIVERSITY shall have the right to enter into a license agreement concerning the
Antibodies with a third party.

II. Collaborative Research

1. Research Team The Parties agree to establish a joint research and
development team (hereinafter referred to as the "Team") comprising at least the
Principal Investigators designated pursuant to Article II.3.3. herein to conduct
and monitor the research in accordance with the Research Plan. Although members
of the Team shall be considered as having been delegated to the Team, they shall
continue to remain employed by their respective employers under their respective
terms of employment.

2. Review of `Work Periodic conferences shall be held by the Team to
review work progress.

3. Principal Investigators Research work under this Agreement will be
performed by the UNIVERSITY Laboratory identified in the Research Plan and the
UNIVERSITY Principal Investigator(s) designated in the Research Plan will be
responsible for the scientific and technical conduct of this project on behalf
of the

Page 2 of 9

UNIVERSITY. Also designated in the Research Plan is the COLLABORATOR Principal
Investigator who will be responsible for the scientific and technical conduct of
this project on behalf of the COLLABORATOR.

4. Research Plan Change The Research Plan may be modified by mutual
written consent of the Principle Investigators. Substantial changes in the scope
of the Research Plan will be treated as amendments under Article 111.18.

III. Performance of the Research

1. Engagement COLLABORATOR agrees to engage the services of UNIVERSITY
as an independent contractor to perform the Research. The Research will be under
the supervision of Dr. Edward V. Quadros, Associate Professor of Medicine
(Research), Department of Medicine, and Dr. Sheldon P. Rothenberg, Professor of
Medicine, Department of Medicine (hereinafter referred to as "Principal
Investigators"), at UNIVERSITY, with the assistance of appropriate associates
and colleagues at UNIVERSITY as may be required. No other persons may be
substituted for the Principal Investigators without COLLABORATOR's written
approval. COLLABORATOR may exercise the Termination provisions of Article
III.16. herein below if satisfactory substitutes are not identified.

2. Research UNIVERSITY agrees as an independent contractor to conduct
the Research. Such Research was originally approved by UNIVERSITY in accordance
with UNIVERSITY policy and may be subsequently amended only in accordance with
UNIVERSITY policy and the written agreement of UNIVERSITY and COLLABORATOR as
provided for in Article III.18. herein below. UNIVERSITY will apply its best
efforts to complete the Research, and will follow commonly accepted professional
standards.

3. Invention and Patents

a. For all purposes herein, "Invention" shall mean discovery,
concept or idea whether or not patentable or copyrightable, which (i)- arises
out of work performed pursuant to the obligations of this Agreement; (ii) is
conceived and/or reduced to practice during the term of the Agreement as defined
in Article III.15. herein below; and (iii) includes but is not limited to
processes, methods, software, formulae, techniques, compositions of matter,
devices, and improvements thereof and know-how relating, thereto. An Invention
made, using UNIVERSITY facilities, solely by one or both of the Principal
Investigators and/or other UNIVERSITY personnel as identified in Article III.1.
herein above or agents of UNIVERSITY shall be the sole property of UNIVERSITY.
An invention made jointly by employees or agents of UNIVERSITY, using,
UNIVERSITY's facilities, and COLLABORATOR, using COLLABORATOR's facilities,
shall be jointly owned by UNIVERSITY and COLLABORATOR. An Invention made solely
by employees or agents of COLLABORATOR, using COLLABORATOR's facilities, shall

Page 3 of 9

be the sole property of COLLABORATOR and are not subject to the terms and
conditions of this Agreement.

b. In the event that an Invention is made. either solely by
employees or agents of UNIVERSITY. using UNIVERSITY facilities. or jointly by
employees or agents of UNIVERSITY and COLLABORATOR. using UNIVERSITY or
COLLABORATOR facilities, UNIVERSITY and COLLABORATOR agree to give notice of
such Invention to each other within three (3) months of the identification of
such Invention. Within six (6) months of notice of Invention, UNIVERSITY and
COLLABORATOR will thereupon exert their best reasonable efforts in cooperation
with each other to investigate, evaluate and determine to the mutual
satisfaction of both parties, the disposition of rights to the Invention,
including whether. by whom. and where any patent applications are to be filed.

c. If, after consultation with COLLABORATOR, it is agreed by the
parties that a patent application should be filed, UNIVERSITY will prepare and
file appropriate United States and foreign patent applications on an Invention
made under this Agreement, and COLLABORATOR, will pay the cost of preparing,
filing and maintenance thereof. If COLLABORATOR notifies UNIVERSITY that it does
not intend to pay the costs of an application, then UNIVERSITY may file such
application at its own expense, and COLLABORATOR shall have no rights to such
Invention except those provided in Article III.3.d. herein below. UNIVERSITY
will provide COLLABORATOR a copy of any patent application filed on an Invention
made under this Agreement, as well as copies of any documents received or filed
during prosecution thereof. COLLABORATOR agrees to maintain any such application
and documents in confidence until it is published by UNIVERSITY or by the
respective patent office.

d. UNIVERSITY hereby grants COLLABORATOR a royalty free license,
during the period of this Research Collaborative Agreement, to use an Invention
made under this Agreement within COLLABORATOR's own organization for research
purposes only, including subsidiaries if 50% or more owned by COLLABORATOR.

e. In addition, UNIVERSITY hereby grants COLLABORATOR an option to
negotiate and acquire an exclusive, world-wide, royalty-bearing license to the
Invention (as well as patent applications, patents, and copyrights thereon),
provided that COLLABORATOR shall pay all costs and expenses associated with
patent and copyright filing, prosecution, issuance, and maintenance thereof.
COLLABORATOR shall have six (6) months from the date of notice of Invention from
UNIVERSITY pursuant to Article III.3.b. herein above. to Live written notice to
UNIVERSITY exercising said option. UNIVERSITY may, at its discretion, grant
further extensions to this option period. If UNIVERSITY and COLLABORATOR fail to
enter into an agreement during that period of time [the license option period],
COLLABORATOR shall have a right of first refusal to any terms generally more
favorable offered by UNIVERSITY to a third party for a period of one (1) year
thereafter.

Page 4 of 9

f. In the event that COLLABORATOR elects to exercise its option to
negotiate and acquire such a license in the time and manner provided in Article
II1.3.e. herein above. the parties agree to enter into good faith negotiations
regarding the terms and conditions of said license and further agree to
negotiate to license fee rates and other payments that are fair and reasonable
to both parties.

g. In the event that the parties fail to reach an agreement
regarding the terms and conditions of said license, six (6) months after
COLLABORATOR's notification to L:\IVERSITY of COLLABORATOR's exercise of said
option pursuant to Article III.3.e herein above unless the option period has
been extended by UNIVERSITY at its discretion, UNIVERSITY shall have the right
to enter into a license agreement concerning the same Invention with a third
party.

4. Confidentialitv: Because UNIVERSITY and COLLABORATOR will be
cooperating with each other in this Research, and because each may reveal to the
other in the course of this Research certain confidential information,
UNIVERSITY and COLLABORATOR agree to use best efforts to hold in confidence any
confidential information which (a) is obtained from the other during, the course
of this work and (b) is related thereto and (c) is marked as "CONFIDENTIAL", and
each party will use best efforts not disclose the same to any third party
without the express written consent of the other party to this Agreement. This
requirement shall remain in force for a period of five (5) years following
completion of work under this Agreement. Nothing in this paragraph shall in any
way restrict the rights of either UNIVERSITY or COLLABORATOR to use, disclose or
otherwise deal with any information which:

a. Can be demonstrated to have been in public domain as of the
effective date of this Agreement or comes into the public domain through the
term of this Agreement through no act of the recipient; or

b. Can be demonstrated to have been known to the recipient prior to
the execution of this Agreement; or

c. Can be demonstrated to have been rightfully received by the
recipient after disclosure under this Agreement from a third party who did not
require the recipient to hold it in confidence or limit its use and who did not
acquire it, directly or indirectly, under obligation of confidentiality to the
disclosing party.

5. Publication Rights. Notwithstanding the provisions of Article IIIA.
of this Agreement, UNIVERSITY may publish scientific papers relating to the
Research performed under this Agreement. In the event that UNIVERSITY wishes to
publish, UNIVERSITY shall notify COLLABORATOR of its desire to publish at least
sixty (60) days in advance of publication and shall furnish to COLLABORATOR a
written description of the subject matter of the publication in order to permit
COLLABORATOR to review and comment thereon. In order to fully protect the rights
of UNIVERSITY and COLLABORATOR, any contemplated publication containing details
of the Research, whether or not patentable may be withheld at COLLABORATOR's
request until a patent
Page 5 of 9

application is filed or other appropriate steps to protect commercial value have
been completed.

6. Publicitv. UNIVERSITY acknowledges COLLABORATOR's intention to
distribute periodically informational releases and announcements to the news
media regarding the progress of the Research. COLLABORATOR shall not release
such materials containing the name of UNIVERSITY or any of its employees without
prior written approval by an authorized representative of UNIVERSITY, and said
approval shall not be unreasonably withheld. Should UNIVERSITY reject the news
release, UNIVERSITY and COLLABORATOR agree to discuss the reasons for
UNIVERSITY's rejection, and every effort shall be made to develop an appropriate
informational news release within the bounds of accepted academic practices.
COLLABORATOR reserves the same right in the event that UNIVERSITY desires to
distribute a news release concerning the Research.

7. Responsibility. The parties agrees to assume individual
responsibility for the actions and omissions of their respective employees,
agents and assigns in conjunction with the Research.

8. Independent Contractor. While UNIVERSITY and COLLABORATOR will
Cooperate in the Research performed under this Agreement, COLLABORATOR will not
have the right to control the activities of UNIVERSITY in performing the
services provided herein, and UNIVERSITY shall perform services hereunder only
as an independent contractor, and nothing herein contained shall be construed to
be inconsistent with this relationship or status. Under no circumstances shall
UNIVERSITY be considered to be an employee or went of COLLABORATOR. This
Agreement shall not constitute, create or on any way be interpreted as a joint
venture, partnership or formal business organization of any kind.

9. Title to Equipment. UNIVERSITY shall retain title to all equipment
purchased and/or fabricated by it with funds provided by COLLABORATOR under this
Agreement.

10. Survivorship. The provisions of Article I and III.3., 4., 6. and
13. shall survive any expiration or termination of this Agreement.

11. Reports and Meetings. Written project reports summarizing the
Research shall be provided to COLLABORATOR by UNIVERSITY every three (3) months,
and a final report shall be submitted by UNIVERSITY within sixty (60) days of
the conclusion of the term of this Agreement as identified in Article 111. 15.
herein below. During the term of this Agreement, representatives of UNIVERSITY
will meet with representatives of COLLABORATOR at times and places mutually
agreed upon to discuss the progress and results of the Research, as well as
future work to be conducted.

12. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party; provided, however, that

Page 6 of 9

COLLABORATOR may assign this Agreement to any purchaser or transferee of all or
substantially all of COLLABORATOR's business upon prior written notice to
UNIVERSITY.

13. Indemnification. UNIVERSITY shall. to the extent authorized under
the Constitution and the laws of the State of New York, indemnify and hold
harmless COLLABORATOR from liability resulting from the negligent acts or
omissions of UNIVERSITY, its agents or employees pertaining to the activities to
be carried out pursuant to the obligations of this Agreement: provided, however,
that UNIVERSITY shall not hold COLLABORATOR harmless from claims arising out of
the negligence of COLLABORATOR. its officers, agents or any person or entity not
subject to UNIVERSITY's supervision or control.

COLLABORATOR shall indemnify and hold harmless UNIVERSITY, their
regents, officers, agents and employees from any liability or loss resulting
from judgments or claims against them arising out of the activities to be
carried out pursuant to the obligations of this Agreement or the use by
COLLABORATOR of the results of the Research, provided, however, that the
following is excluded from COLLABORATOR's obligation to indemnify and hold
harmless:

a. The negligent failure of UNIVERSITY to comply with any
applicable governmental requirements; or

b. The negligence of willful malfeasance by a regent, officer,
agent or employee of UNIVERSITY.

14. Award.

a. SPONSOR agrees to pay UNIVERSITY an amount not to exceed one
hundred and twenty four thousand and eight hundred and sixty two dollars and
00/1000 ($124,862), for expenses and other related costs incurred in conjunction
with the Research. This amount, as shown by approximate category of expense in
Exhibit C (for information purposes only), shall be payable according to the
following schedule:

Payment Date Research Period Payment Amount
------------ --------------- --------------
1. Aug. 1, 1999 1. Aug. 1 - Oct. 31, 1999 1. $31.215.50
2. Nov. 1, 1999 2. Nov. 1 -Jan. 31, 2000 2. 531,215.50
3. Feb. 1, 2000 3. Feb. 1 - Apr 30, 2000 3. 531,215.50
4. May 1, 2000 4. May 1-July 31, 2000 4. S31,215.50

b. At the end of the Basic term specified in Article 111. 15. below
(i.e., Research Period 4.) UNIVERSITY shall refund to COLLABORATOR any
difference between the amount paid by COLLABORATOR and the amount incurred in
conjunction with the Research during the Basic term. Any difference remaining
after the Basic term

Pace 7 of 9

may. at COLLABORATOR's option, be applied to COLLABORATOR's payments due during
future terms.

15. Basic Term. This Agreement shall become effective as of the date
written above and. unless earlier terminated as hereinafter provided. shall
continue in force for one (1) year, from August 1,1999 through July 31, 2000.

16. Default and Termination. In the event that either party to this
Agreement shall be in default of any of its material obligations hereunder and
shall fail to remedy such default within thirty (30) days after receipt of
written notice thereof, the party not in default shall have the option of
terminating this Agreement by giving written notice thereof. notwithstanding
anything to the contrary contained in this Agreement. Termination of this
Agreement shall not affect the rights and obligations of the parties that
accrued prior to the effective date of termination. COLLABORATOR shall pay
UNIVERSITY for all reasonable expenses incurred or committed to be expended as
of the effective termination date, subject of the maximum amount as specified in
Article III.14. herein above, and any payments made in excess of this amount
shall be promptly refunded to COLLABORATOR.

17. Entire Agreement. The parties acknowledge that this Agreement and
attached Exhibits A, B and C represent the sole and entire Agreement between the
parties hereto ' pertaining to the Research and that such supersedes all prior
Agreements, understandings, negotiations and discussions between the parties
regarding same, whether oral or written. There are no warranties,
representations or other Agreements between the parties in connection with the
subject matter hereof except as specifically set forth herein. No supplement,
amendment, alteration, modification, waiver or termination of this Agreement
shall be binding unless executed in writing by the parties hereto.

18. Reform of Agreement. If any provision of this Agreement is, becomes
or is deemed invalid, illegal or unenforceable in any United States
jurisdiction, such provision shall be deemed amended to conform to applicable
laws so as to the valid and enforceable; or if it cannot be so amended without
materially altering the intention of the parties, it shall be stricken, and the
remainder of this Agreement shall remain in full force and effect. '

19. Notices. Any notices, statements, payments, or reports required by
this Agreement shall be considered given if sent by United States Certified Mail
postage prepaid and addressed as follows:

If to UNIVERSITY:
The Research Foundation of State University of New York
Office of Sponsored Program Services
Post Office Box 9
Albany, New York
12201-0009

Page 8 of 9

If to COLLABORATOR:
President
B Twelve Ltd.
Suite 3303, 130 Adelaide Street `Vest
Toronto, Ontario
M5H 3P5

20. Governing Law. This Agreement shall be governed and interpreted in
accordance with the substantive laws of the State of New York and with
applicable laws of the United States of America.

IN WITNESS WHEREOF, UNIVERSITY and COLLABORATOR entered into this
Agreement effective as of the date first herein above written.

COLLABORATOR: UNIVERSITY:

/s/ Uri Sagman /s/ Dennis M. Loudon
---------------------------- -------------------------------
Signature Signature

Dr. Uri Sagman Dennis M. Loudon
- --------------------------------- ------------------------------------
Name Name

President and CEO Senior Associate Attorney
- --------------------------------- ------------------------------------
Title Title

Attachments:
Exhibit A
Exhibit B
Exhibit C

Page 9 of 9

EXHIBIT A

Receptor blocking antibodies (monoclonal Type I)

This mAb blocks the binding, of TCII - CbI to the cell surface receptor (TCR).

1. R2-2 (ATCC HB 11939)

2. R3-11 (ATCC HB 11938)

3. R4-7 (ATCC HB 11940)

Cobalamin blocking antibodies (monoclonal Type II)

This mAb blocks the binding CbI to TCII.

1. 1-6b1

2. 1-9b1

3. 3-9b1

4. 2-bbl

5. 5-18bl

Binding (Does not affect receptor or Cbl binding) (monoclonal Type III)

This mAb binds TC II at a site distant to the Cbl binding or receptor binding
region of TCII.

1. 1-12b

2. Q 1-2b

3. Q 2-2b

4. 3. 5b

EXHIBIT B

Receptor - Transcobalamin II as a target for inducing auoptosis and for
delivery of therapeutic compounds to cells

A research proposal submitted to: B Twelve Ltd, Toronto, Canada

Co-Principal Investigators: Edward V. Quadros, Ph.D.
Sheldon P. Rothenberg, M.D.

Introduction:

Background.

Research Objectives:

1. TCII receptor (TCR)

2. Generation of monoclonal antibodies (mAb) to TCR

3. Evaluation of monoclonal antibodies to human TCII for cross-species
reactivity

4. Cobalamin analogues

EXHIBIT 10.2

COLLABORTIVE RESEARCH AGREEMENT

This Agreement, made and effective as of November 11, 1999, ("the
Effective Date") is by and between:

NEW YORK UNIVERSITY (hereinafter "NYU"), a corporation organized and
existing under the laws of the State of New York and having a place of business
at 70 Washington Square South, New York, New York 10012, USA

AND
---

B TWELVE, INC. (hereinafter "CORPORATION"), a corporation organized and
existing under the laws of the State of Florida having its principal office at
3303-130 Adelaide Street West, Toronto, Ontario, Canada M5H 3P5.

RECITALS
--------

WHEREAS, Dr. Stephen R. Wilson of NYU (hereinafter "the NYU Scientist")
has expertise and performs research in organic chemistry drug design and
synthesis;

WHEREAS, NYU is willing to perform the NYU Research Project (as
hereinafter defined);

WHEREAS, CORPORATION is prepared to sponsor the NYU Research Project;

WHEREAS, subject to the terms and conditions hereinafter set forth NYU
is willing to grant to CORPORATION and CORPORATION is willing to accept from NYU
an option to acquire a license to use and practice the Research Technology (as
hereinafter defined);

NOW, THEREFORE, in consideration of the mutualpromises and agreements
contained herein, the parties hereto hereby agree as follows:

1. Definitions.
------------

Whenever used in this Agreement, the following terms shall have the
following meanings:

a. "Corporation Entity" shall mean any company or other legal entity
which controls, or is controlled by, or is under common control
with, CORPORATION; control means the holding of more than
twenty-five and one tenth percent (25.1%) or more of

i) the capital and/or

ii) the voting rights and/or

iii) the right to elect or appoint directors.

b. "Field" shall mean design and chemical synthesis of cyanocobalamin
(vitamin B12) derivatives.

c. "NYU Know-How" shall mean any information and materials including,
but not limited to, pharmaceutical, chemical, biological and
biochemical products,, information and trade secrets, know-how,
technical and non-technical data, materials, methods and processes
and any drawings, plans diagrams, specifications and/or other
document containing such information, discovered, developed or
acquired by, or on behalf of students or employees of NYU during
the term and in the course of the performance of the NYU Research
Project;

d. "NYU Patents" shall mean all United States and foreign patents and
patent applications, and any divisions, continuations, in whole or
in part, reissues, renewals and extensions thereof, and pending
applications therefore which claim inventions that are made by
students or employees of NYU during the term and in the course of
the performance of the NYU Research Project.

e. "NYU Research Project" shall mean the investigations during the
Research Period (as hereinafter defined) into the Field under the
supervision of the NYU Scientist in

accordance with the research program, described in annexed Appendix
I, which forms an integral part hereof.

f. "Option Period" means the period from the Effective Date (as
defined below) to the date 180 days after the end of the Research
Period.

g. "Research Period" shall mean the two-year period commencing on the
Effective Date hereof and any extension thereof as to which NYU and
CORPORATION shall mutually agree in writing.

h. "Research Technology" shall mean all NYU Patents and NYU Know-How.

2. Effective Date.
--------------

This Agreement shall be effective as of the Effective Date and shall
remain in full force and effect until it expires or is terminated in
accordance with Section 9 hereof.

3. Performance of the NYU Research Project.
---------------------------------------

a. In consideration of the sums to be paid to NYU as set forth in
Section 4, below, NYU undertakes to perform the NYU Research
Project under the supervision of the NYU Scientists during the
Research Period. If, during the Research Period the NYU Scientist
shall cease to supervise the NYU Research Project, then NYU shall
endeavor to find from among the scientists of NYU a scientist or
scientists acceptable to CORPORATION to continue the supervision of
the NYU Research Project in place of the NYU Scientist. Nothing
herein contained shall be deemed to impost an obligation on NYU to
find a replacement for the NYU Scientist.

b. Nothing contained in this Agreement shall be construed as a
warranty on the part of NYU that any results will be achieved by
the NYU Research Project, or that the Research Technology and/or
any other results achieved by the NYU Research Project, if any, are
or will be commercially exploitable and furthermore, NYU makes no
warranties whatsoever as to the commercial or scientific value of
the

Research Technology and/or as to any results which may be achieved
in the NYU Research Project.

c. The NYU Scientist shall prepare semi-annual reports within thirty
(30) days after the end of each six month period after the
Effective Date, summarizing the results of the work conducted on
the NYU Research Project during such six-month period. Within sixty
(60) days after the end of the Research Period, the NYU Scientist
shall prepare a written report summarizing the results of the work
conducted on the NYU Research Project.

d. At mutually agreed upon times, representatives of CORPORATION may
meet with the NYU Scientist to review and discuss the conduct and
results of the NYU Research Project.

e. CORPORATION shall grant to NYU a non-exclusive research license
under CORPORATION patents identified in Appendix II attached
herein, for the purpose of the performance of the NYU Research
Project.

f. NYU will have full authority and responsibility for the NYU
Research Project. All students and employees of NYU who work on the
NYU Research Project will do so as employees or students of NYU,
and not as employees of CORPORATION.

4. Funding of the NYU Research Project.
-----------------------------------

a. As compensation to NYU for work to be performed on the NYU Research
Project during the Research Period, subject to any earlier
termination of the Research Project pursuant to Section 3.a.
hereof, CORPORATION will pay NYU the total sum of U.S. $373,250,
payable according to the following schedule: for the first year of
the Research Period a total sum of U.S. $222,560 payable in four
(4) equal consecutive quarterly installments of U.S. $555,640 each,
commencing upon the Effective Date and on the first business day of
the 3rd, 6th, and 9th month commencing after the Effective Date,
and for the second year of the Research

Period a total sum of U.S. $150,690 payable in four (4) equal
consecutive quarterly installments of U.S. $37,672.50 each,
commencing upon the first business day of the 12th, 15th, 18th and
21st month commencing after the Effective Date.

b. Nothing in this Agreement shall be interpreted to prohibit NYU (or
the NYU Scientist) from obtaining additional financing or research
grants for the NYU Research Project from government agencies, which
grants or financing may render all or part of the NYU Research
Project and the results thereof subject to the patent rights of the
U.S. Government and its agencies, as set forth in Title 35 U.S.C.
ss.200 et seq.

5. Title.
------

a. All right, title and interest, in and to the Research Technology,
and to any other results achieved by the NYU Research Project, and
in and to any drawings, plans, diagrams, specifications and other
documents containing any of the Research Technology shall vest
solely in NYU.

b. Subject to the rights granted to CORPORATION pursuant to Section 6,
hereof, for so long as the NYU Scientists is employed by NYU, any
and all inventions made by the NYU Scientist and relating to the
Field shall be owned solely by NYU.

6. Option to Negotiate the New Agreement
-------------------------------------

a. For the term of the Option Period and subject to the satisfaction
by CORPORATION of the conditions set forth in 6.b. hereof, NYU
hereby grants to CORPORATION the exclusive option at any time
during the Option Period to negotiate a new agreement with respect
to 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 "New
Agreement").

b. CORPORATION may exercise the option set forth above by providing
NYU with written notice that CORPORATION is prepared to negotiate
the New Agreement.

c. CORPORATION shall have no right to undertake any commercial use
(including trials in humans) of the Research Technology or the
manufacture, or sale of a product based on the Research Technology,
unless and until CORPORATION and NYU execute the New Agreement
pursuant to Section 6, hereof.

d. NYU shall not, during the Option Period, grant to any third party
any rights, or take any action inconsistent with, the rights
granted to CORPORATION under this Agreement.

e. The New Agreement that may be negotiated for the aforesaid Research
Technology shall include reasonable and customary terms and
conditions (including, but not limited to reasonable royalties)
with respect to university-industry agreements.

7. Patents and Patent Applications.
-------------------------------

a. NYU will promptly disclose to CORPORATION in writing any inventions
which constitute potential NYU Patents.

b. CORPORATION shall maintain all disclosures in confidence and shall
not deliver or divulge them to any person or entity.

c. At the initiative of CORPORATION or NYU, the parties shall consult
with each other regarding the prosecution of all patent
applications in respect of any inventions pertaining to the
Research Technology, including but without limitation, the timing
of the filing of such applications, the jurisdiction within which
foreign counterparts of such applications should be filed and other
details pertaining to the procurement and maintenance of patent
rights.

d. Notwithstanding anything to the contrary in Section 7.c. hereof,
NYU shall determine the patentability of any invention pertaining
to the Research Technology, and the desirability of filing or
prosecuting patient applications thereon.

e. All patent applications and patents pertaining to NYU Patents shall
be filed, prosecuted and maintained by NYU through patent counsel
selected by NYU, after

consultation with CORPORATION, at the expense of CORPORATION.
Against the submission of invoices, CORPORATION shall reimburse NYU
for all costs and fees incurred by NYU in connection with the
filing, maintenance, prosecution and protection of the NYU Patents.

f. NYU and CORPORATION shall assist, and cause their respective
employees and consultants to assist each other, in assembling
inventorship information and data for the filing and prosecution of
patent applications on inventions pertaining to the Research
Technology. The scope, content and inventorship of such patent
applications and the prosecution thereof, will be determined solely
by NYU after consultation with CORPORATION as set forth in Section
7.c. hereof.

g. Nothing herein contained shall be deemed to be a warrant by NYU
that NYU can or will be able to obtain any patent or patents on any
patent application or applications in the NYU Patents or any
portion thereof, or that any of the NYU Patents will afford
adequate or commercially worthwhile protection.

8. Publication.
------------

a. Prior to submission for publication of a manuscript describing the
results of any aspect of the NYU Research Project, NYU shall send
CORPORATION a copy of the manuscript to be submitted, and shall
allow CORPORATION thirty (30) days from the date of such mailing to
determine whether the manuscript contains such subject matter for
which patent protection should be sought prior to publication of
such manuscript, for the purpose of protecting an invention made by
the NYU Scientist during the course and in the performance of the
NYU Research Project. Should CORPORATION believe the subject matter
of the 30-day period from the mailing date of such manuscripts to
CORPORATION by NYU, CORPORATION shall give written notification to
NYU of:

i) its determination that such manuscript contains patentable
subject matter for which patent protection should be sought;
and

ii) the countries in which such patent protection should be sought.

b. After the expiration of such 30-day period from the date of mailing
such manuscript to CORPORATION, unless NYU has received the written
notice specified above from CORPORATION, NYU shall be free to
submit such manuscript for publication to publish the disclosed
research results in any manner consistent with academic standards.

c. Upon receipt of such written notice from CORPORATION, NYU will
thereafter delay submission of the manuscript for an additional
period of up to sixty (60) days to permit the preparation and
filing in accordance with Section 8, hereof of a U.S. patent
application by NYU on the subject matter to be disclosed in such
manuscript. After expiration of such 60-day period, or the filing
of a patent application on each such invention, whichever shall
occur first, NYU shall be free to submit the manuscript and to
publish the disclosed results.

9. Expiry and Termination.
----------------------

a. Unless earlier terminated pursuant to this Section 9.b. or 9.c.
below, this Research Agreement will terminate upon the expiration
of the Option Period. The provisions of Sections 9, 12 and 15
hereof shall survive and remain in full force and effect after any
expiration, cancellation or termination of this Agreement,
including early termination as set forth below.

b. At any time prior to expiration of this Agreement pursuant to
Section 9.a. hereof, any party may terminate this Agreement for
cause, as "cause" is described below, by giving written notice to
the other party. Cause for termination by one party of this
Agreement shall be deemed to exist if the other party materially
breaches or defaults in the performance or observance of any of the
provisions of this Agreement and such breach or default is not
cured within sixty (60) days after receipt of written notice
thereof from the non-breaching party.

c. Any party to this Agreement may, upon giving notice of termination,
immediately terminate this Agreement upon receipt of notice that
any party has become insolvent or has suspended business or has
filed a voluntary petition or an answer admitting the jurisdiction
of the U.S. Bankruptcy Court in the material allegations of, or has
consented to, an involuntary petition purporting to be pursuant to
any reorganization or insolvency law of any jurisdiction, or has
made an assignment for the benefit of creditors or has applied for
or consented to the appointment of a receiver or trustee for a
substantial part of its property.

d. Any amount payable hereunder by one of the parties to the other,
which has not been paid by the date on which such payment is due,
shall bear interest from such date until the date on which such
payment is made, at the rate of two percent (2%) per annum in
excess of the prime rate prevailing at the Citibank, N.A., in New
York, New York, during the period of arrears and such amount and
the interest thereon may be set off against any amount due, whether
in terms of this Agreement or otherwise howsoever, to the part in
default by any non-defaulting party.

e. Termination of this Agreement shall not relieve the parties of any
obligation to the other party incurred prior to such termination.

11. No Assignment.
-------------

Neither CORPORATION not NYU shall have the right to assign, delegate or
transfer at any time to any party, in whole or in part, any or all of
the rights, duties and interest herein granted without first obtaining
the written consent of the other to such assignment.

12. Confidential Information
------------------------

CORPORATION shall maintain any and all of the Research Technology in
confidence and shall not release or disclose any tangible or intangible
component thereof to any

third party without first receiving the prior written consent of NYU to
said release or disclosure. This obligation of confidentiality shall
not apply to any component of the Research Technology which is part of
the public domain prior to the Effective Date of this Agreement or
which becomes a part of the public domain not due to some unauthorized
act by or omission of CORPORATION after the Effective Date of this
Agreement or which is disclosed to CORPORATION by a third party who has
the right to make such disclosure.

13. Representations and Warranties by CORPORATION.
---------------------------------------------

CORPORATION hereby represents and warrants to NYU as follows:

a. CORPORATION is a corporation duly organized, validly existing and
in good standing under the laws of the State of Florida.
CORPORATION has been granted all requisite power and authority to
carry on its business and to own and operate its properties and
assets. The execution, delivery and performance of this Agreement
have been duly authorized by the Board of Directors of CORPORATION;

b. There is no pending or, to CORPORATION's knowledge, threatened
litigation involving CORPORATION which WOULD HAVE ANY EFFECT ON
THIS agreement or on CORPORATION's ability to perform its
obligations hereunder, and

c. There is no indenture, contract, or agreement to which CORPORATION
is a party or by which CORPORATION is bound which prohibits or
would prohibit the execution and delivery by CORPORATION of this
Agreement or the performance or observance by CORPORATION of any
term or condition of this Agreement.

14. Representations and Warranties by NYU.
-------------------------------------

NYU hereby represents and warrants to CORPORATION as follows:

a. NYU is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York. NYU has been
granted all requisite power and

authority to carry on its business and to own and operate its
properties and assets. The execution, delivery and performance of
this Agreement have been duly aiuthorized by the Board of Trustees
of NYU.

b. There is no pending or, to NYU's knowledge, threatened litigation
involving NYU which would have any effect on this Agreement or on
NYU's ability to perform its obligations hereunder; and

c. There is no indenture, contract or agreement to which NYU is a
party or by which NYU is bound which prohibits or would prohibit
the execution and delivery by NYU of this Agreement or the
performance or observance by NYU of any term or condition of this
Agreement.

15. Use of Name.
-----------

Without the prior written consent of the other party, neither
CORPORATION nor NYU shall use the name of the other party or any
adaptation thereof or of any staff member, employee or student, of the
other party.

i) in any product labeling, advertising, promotional or sales
literature;

ii) in connection with any public offering or private placement
documentation pr prospectus or in conjunction with any
application for regulatory approval, unless disclosure is
otherwise required by law, in which case either party may make
factual statements concerning the Agreement or file copies of
the Agreement after providing the other party with an
opportunity to comment and reasonable time within which to do
so on such statement in draft

Except as provided herein, neither NYU nor CORPORATION will issue
public announcements about this Agreement or the status or existence of
the NYU Research Project without prior written approval of the other
party.

16. Miscellaneous.
-------------

a. In carrying out this Agreement the parties shall comply with all
local, state and federal laws and regulations including but not
limited to, the provisions of Title 35 United States Code ss.200 et
seq. and 15 CFR ss.368 et seq.

b. If any provision of this Agreement is determined to be invalid or
void, the remaining provisions shall remain in effect.

c. This Agreement shall be deemed to have been made in the State of
New York and shall be governed and interpreted in all respects
under the laws of the State of New York.

d. Any dispute arising under this Agreement shall be resolved in an
action in the courts of New York State or the federal courts
located in New York State, and the parties hereby consent to
personal jurisdiction of such courts in any such action.

e. All payments or notices required or permitted to be given under
this Agreement shall be given in writing and shall be effective
when either personally delivered or deposited, postage prepaid, in
the United States registered or certified mail, addressed as
follows:

To NYU: New York University School of Medicine
550 First Avenue
New York, NY 10016
USA

Attention: Isaac T. Kohlberg
Vice Provost

and

Office of Legal Counsel
New York University
Bobst Library
70 Washington Square South
New York, NY 10012

Attention: Kathy Schultz

To CORPORATION: B Twelve, Inc.
3303-130 Adelaide Street West
Toronto, Ontario M5H 3P5
CANADA

Attention: Uri Sagman, M.D., F.R.C.P.(C)
President and CEO

Or such other address or addresses as either party may hereafter
specify by written notice to the other. Such notices and
communications shall be deemed effective on the date of delivery of
fourteen (14) days after having been sent by registered or
certified mail, whichever is earlier.

f. This Agreement (and the annexed Appendices) constitute the entire
Agreement between the parties and no variation, modification or
waiver of any of the terms or conditions hereof shall be deemed
valid unless made in writing and signed by both parties hereto.
This Agreement supersedes any and all prior agreements or
understandings, whether oral or written, between CORPORATION and
NYU.

g. No waiver by either party of any non-performance or violation by
the other party of any of the covenants, obligations or agreements
of such other party hereunder shall be deemed to be a waiver of any
subsequent violation or non-performance of the same or any other
covenants, agreement or obligation, nor shall forbearance by any
party be deemed to be a waiver by such party of its rights or
remedies with respect to such violation or non-performance.

h. The descriptive headings contained in this Agreement are included
for convenience and reference only and shall not be held to expand,
modify or aid in the interpretation, construction or meaning of
this Agreement.

i. It is not the intent of the parties to create a partnership or
joint venture or to assume partnership responsibility or liability.
The obligations of the parties shall be limited to those set out
herein and such obligations shall be several and not joint.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date and year first above written.

NEW YORK UNIVERSITY

By: /s/ Isaac T. Kohlberg
------------------------------------
Isaac T. Kohlberg

Title: Vice Provost
Date: 11/11/99

B TWELVE, INC.

By: /s/ Uri Sagman
-------------------------------------
Uri Sagman

Title: President
Date: Nov. 11, 1999

APPENDIX I

Research Plan

The goal of the proposal is to synthesize monomeric and dimeric vitamin B12
analogs based on known chemistry and provide those compounds to B Twelve, Inc
for testing. We plan to develop solid-phase combinatorial chemistry to
accelerate the discovery of more effective B12 analogs.

EXHIBIT 10.3

EXTENSION/MODIFICATION RESEARCH COLLABORATION
AGREEMENT BETWEEN
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK
AND
B TWELVE LTD

Modification No. 1
R.F. Account No. 412-6544A

The Agreement heretofore entered into between THE RESEARCH FOUNDATION OF
STATE UNIVERSITY OF NEW YORK (Foundation) and B TWELVE LTD (Contractor) made
effective as of the 19th day of August, 1999 is hereby amended as follows:

1. Amend Article I Evaluation of the Antibodies to the following
subparts;

e) In addition to providing the existing murine-antibodies as
provided in subparagraph a.., Foundation will also provide
transcobalamin II (TCII) protein to Collaborator, an perform
certain other related responsibilities, in accordance with the
Research Plan Amendment. It is understood and agreed that
Collaborator will share the TCII with a Research Laboratory
designated by Foundation and Collaborator, for the sole purpose
of enabling the Research Laboratory to generate humanized
monoclonal antibodies (human-mAB). Transfers of TCII to the
Research Laboratory will occur only after the Research Laboratory
has executed a Confidentiality Agreement which, among other
provisions, prohibits the Research Laboratory from making any
commercial use of the TCII or human-mAB, unless Research
Laboratory first obtains a license from Foundation. Any costs
incurred by Research Laboratory in preparing the human-mAB will
be borne solely by Collaborator and /or Research Laboratory.
Moreover, the results of services performed by Research
Laboratory will be considered work-for-hire. Consequently,
Collaborator will assure that human-mAB prepared by Research
Laboratory, as well as technical information and data concerning
human-mAB, are shared with Foundation.

f) Ownership of intellectual property resulting form activities
under this agreement, and allocation of license and other rights,
will be determined by Foundation and Collaborator based on their
respective intellectual contributions to the development of such
intellectual property.

2. Amend Article III, Performance of Research, subpart 14 award to add
the following:

a) i. In addition to Phase I support totaling $124,862.00, SPONSOR
agrees to pay UNIVERSITY the additional sum of One Hundred Twenty
Nine Thousand Eight-Hundred Fifty-Six Dollars ($129,856.00) for
th additional Research obligations described in Exhibit B as
amended and attached. This additional compensation, as shown by
approximate category of expense described in Exhibit C as amended
and attached, shall be payable according to the following
schedule:

Payment Date Research Period Payment Amount
- ------------ --------------- --------------

1. Oct. 31, 2000 1. Aug. 1 - Oct. 31, 2000 1. $32, 464.00
2. Nov. 31, 2000 2. Oct. 1 - Jan. 31, 2001 2. $32, 464.00
3. Jan. 1, 2001 3. Feb. 1 - Apr. 30, 2001 3. $32, 464.00
4. May 1, 2001 4. May 1 - July 31, 2001 4. $36, 464.00

3. Amend Article 15. Basic Term as follows:

This agreement shall continue in force for two (2) years, from August
1, 1999 through July 31, 2001.

4. Except as amended as herein above set forth, the said agreement
between the parties is hereby ratified and confirmed and shall
continue in full force and effect according to its terms.

THE RESEARCH FOUNDATION OF B TWELVE LTD
STATE UNIVERSITY OF NEW YORK

By: /s/ Robert S. Mason By: /s/ Uri Sagman
-------------------------------- ------------------------------
Robert S. Mason Uri Sagman
Contract and Grant Specialist President & CEO
Office of Sponsored Program Services

Dated: 11/01/00 Dated: Feb. 27, 2001
------------------ -----------------------

EXHIBIT B AMENDMENT
(October 2000)

Research Objectives for the 2nd Year

1. Purify additional TCR for monoclonal Ab production and protein sequence
determination.

2. Initiate production on monoclonal Ab to human TCR in collaboration with
Medarex, Inc. We propose the following outline for this project:

o Inject 3 transgene mice with 10g of purified TCR.

o This is to be followed by two additional injections of 5 g each at
10-15 day intervals or at an interval to be determined after
discussions with Medarex.

o The mice are to be bled 2 weeks after the last injection and serum
sent to SUNY-Downstate for testing. Medarex will also screen for anti
TCR antibodies by ELISA assay. We will provide the antigen for this
analysis.

o We will test each of the samples for anti TCR antibodies that block
the uptake of TCII-Cbl by K562 cells. Results of this test will
determine the next stage of mAb production.

o Assuming that one, or all three mice will be used for the next stage
of mAb generation; the fusion of spleen derived lymphocytes with
myeloma cells. Culture medium from positive wells by ELISA assay will
be sent to SUNY-Downstate for identifying samples containing anti TCR
antibodies that block the uptake of TCII-Cbl.

3. Test Cbl analogues for binding to TCII. This aspect of the project will
proceed as the availability of Cbl analogues synthesized by Dr. Steve
Wilson at NYU become available and may be extended to include testing the
effect of these analogues on TCII-Cbl uptake and cell growth in cultured
cell lines.

EXHIBIT C
AMENDMENT (October 2000)

Proposed Budget for the Second Year
-----------------------------------

Personnel Effort Base Salary Benefits Total
- --------- ------ ----------- -------- -----

Edward C. Quadros, Ph.D. 40% $34,533 $10,187 $ 44,720
Research Associate 100% $36,538 $10,779 $ 47,317

Subtotal: $ 92,037

Supplies
- --------

Reagents and Radioisotopes $ 20,800
Sterile disposable plasticware
Laboratory Supplies

Travel
- ------

Scientific Meetings $ 2,080

Subtotal Direct Costs $114,917
Indirect Costs @ 13% 14,939

Total Costs $129,856

EXHIBIT 10.4

THIS DEBT SETTELEMENT AGREEMENT AND PUT OPTION made the 19th day of November,
2002.

BETWEEN:

KYTO BIOPHARMAN, INC. (the "Corporation") a corporation incorporated
under the laws of the State of Florida and previously known as B.
Twelve, Inc.

OF THE FIRST PART

AND

NEW YORK UNIVERSITY (the "Creditor") a New York Education Corporation

OF THE SECOND PART

WHEREAS the Corporation in indebted to the Creditor in the aggregate amount of
U.S. $102,780 as of the date hereof (the "Debt") pursuant to the terms of a
Collaborative Research Agreement dated November 1, 1999 (the "CRA"), between the
Corporation and the Creditor;

AND WHEREAS the parties hereto wish to settle the Debt by having the Corporation
issue common shares from treasury to the Creditor.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual promises and agreements herein contained (the receipt and sufficiency
of which are hereby acknowledged by each of the parties), the parties hereto
covenant and agree as follows:

1. Subject to regulatory approval, the Creditor hereby agrees to convert the
debt by subscribing for 113,058 common shares at a price of $1.00 per share
as represented by share certificate number 1236 (the "Settlement Shares").
In consideration for the Settlement Shares, the Creditor shall remise,
release and forever discharge the Corporation from the Corporation's Debt,
said release and discharge to be in the form annexed hereto as Schedule
"A," (the "Release") provided, however, that said Release is applicable
only to the Debt and shall not apply with respect to any other obligations
of the Corporation to the Creditor or claims the Creditor may now or
hereafter have against the Corporation whether such claim or obligation
arises under the terms of the CRA or otherwise.

2. Subject to regulatory approval, the Corporation hereby agrees that in
consideration of the above Release is shall allot and issue the Settlement
Shares to the Creditor, said Settlement Shares to be issued at a paid up
capital price of U.S. $1.00 per share. The Creditor is not obligated to
make any further payment for the Settlement Shares, provided, however, that
the Creditor executes the Release. The Settlement Shares are to be issued
under section 4(2) of the Securities Act of 1933, as amended, or under any
other exemption from the registration requirements which may be available
to the Corporation. As a result, the Settlement Shares are restricted and
cannot be sold or otherwise transferred by the Creditor in the absence of
registration of the Settlement Shares by the Corporation or an available
exemption from registration under the Securities Act of 1933, as amended.

3. Subject to regulatory approval, the Corporation hereby agrees to grant to
the Creditor the right to sell the Settlement Shares back to the
Corporation (the "Put Option") on the terms and conditions set out below:

(a) Purchase of Shares. The Corporation hereby irrevocably agrees to
purchase from the Creditor up to 113,058 Settlement Shares at a price
of U.S. $1.00 per Share (the "Option Price") upon notice ("Notice") in
the form attached hereto as Schedule "B" from the Creditor of its
intention to exercise its Put Option hereunder provided that such
Notice is given to the Corporation by the Creditor during the period
commencing on the date which is three (3) years from the date of this
Agreement and ending 30 days thereafter (the "Exercise Period"). The
Corporation shall be obligated under the terms of the Put Option to
purchase only the Settlement Shares as represented by share
certificate Number 1236 and any shares obtained by the Creditor as a
result of a stock dividend or stock split that are traceable to the
Settlement Shares and held by the Creditor.

(b) Payment of Proceeds of Sale. Upon receiving Notice, the Corporation
shall, within 90 days from the date of such Notice, make payment of
the Option Price in a form and manner instructed by the Creditor.

(c) Adjustments. In the event of a split or reverse split/consolidation of
the issued and outstanding common shares of the Corporation, the
number and Option Price of the Settlement Shares specified in this
Agreement shall be adjusted accordingly.

4. The Corporation shall use its best efforts to register the Shares with the
United Stated Securities and Exchange Commission ("SEC"), under the
Securities Act of 1933 (United States) as amended (the "Registration")
within three (3) years from the date of this Agreement. In connection with
the Registration, the Corporation shall:

(a) prepare and file a registration statement or similar document (a
"Registration Statement"), or amend and re-file the Corporation's SB-2
Registration Statement Filed with the SEC on July 30, 2002, in respect
of the Shares;

(b) prepare and file with the SEC such amendments and supplements to such
Registration Statement used in connection therewith as may be
necessary to keep such Registration Statement effective and to comply
with the provisions of the Securities Act of 1933, as amended, in
respect of the sale or other disposition of all the Shares covered by
such Registration Statement until the earlier of such time as all of
such Shares been disposed of or the expiration of one year.

(c) furnish to the Creditor such number of copies of the Registration
Statement in conformity with the requirements of the Securities Act of
1933, as amended and each amendment or supplement thereto, together
with such other documents as the Creditor may reasonably request;

(d) provide and cause to be maintained a transfer agent and registrar for
the Shares covered by the Registration Statement from and after a date
not later than the effective date of such Registration Statement; and

(e) during the period when the Registration Statement is required to be
effective, notify the Creditor of the occurrence of any event, the
result of which will cause the prospectus included in the Registration
Statement to contain an untrue statement of a material fact or to omit
to state any material fact required to be stated therein or must be
disclosed to make the statements therein not misleading, and prepare a
supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Shares, such prospectus will not
contain an untrue statement of a material fact of omit to state any
material fact requires to be stated therein or necessary to make the
statements therein not misleading.

The Corporation shall bear all expenses arising or incurred in connection with
any of the transactions contemplated by this section, including without
limitation: (a) all expenses in respect of filing with the SEC, OTC/BB, any
securities exchange or the National Association of Securities Dealers, Inc.; (b)
registration fees; (c) printing expenses; (d) accounting and legal fees and
expenses (but excluding the fees and expenses of any accountants or legal
counsel engaged by the Creditor); (e) expenses of any special audits or comfort
letters incidental to or required by the Registration; and (f) expenses in
respect of complying with securities with securities laws of any jurisdiction in
connection with the Registration.

5. It is further acknowledged by the parties that the participation of the
Parties hereto is voluntary.

6. The parties hereto agree that the covenants contained herein shall be
binding upon their respective heirs, executors, administrators and assigns.

7. This Agreement shall be governed by an dconstrued in accordance with the
laws of the State of New York and the federal laws of the United States of
America applicable therein and each of the Creditor and the Corporation do
agree to submit to the jurisdiction of the courts of the State of New York.

8. This Agreement and the schedules annexed hereto supersede all prior
negotiations, undertakings and agreements between the parties solely with
respect to the Devt and the issuance of the Settlement Shares, and this
Agreement and its schedules constitute the entire agreement of the parties
respecting the matters herein contained. Each of the Creditor and the
Corporation acknowledge and agree that they will continue to engage in
ongoing research initiatives with each other, whether under the terms of
the CRA or pursuant to any other agreement to be entered into by the
parties.

9. No amendment, modification, alteration, or waiver of the terms of this
Agreement shall be binding unless made in writing and executed by the
parties hereto or their successors or assigns.

10. This Agreement may be executed by the parties hereto in one or more
counterparts by original or facsimile signature, each of which when so
executed shall be deemed an original and all of which together shall
constitute one and the same instrument.

IN WITNESS WHEREOF this Agreement has been executed the parties hereto as of the
day and year first above written.

KYTO BIOPHARMA, INC. NEW YORK UNIVERSITY

Per: /s/ Jean-Luc Berger Per: /s/
------------------------------ -----------------------------
Jean-Luc Berger, A.S.O
President & C.E.O.
I have authority to bind I have authority to bind the
the corporation. University.

TO: KYTO BIOPHARMA, INC. (THE "CORPORATION") (PREVIOUSLY KNOWN AS B TWELVE,
INC.)

AND TO: THE DIRECTORS OF THE CORPORATION

FROM: NEW YORK UNIVERSITY

IN CONSIDERATION of the issuance of 113,058 common shares in the capital stock
of KYTO BIOPHARMA, INC., (the "Corporation"), as represented by share
certificate number 1236, to the undersigned in accordance with a debt settlement
agreement dated as of the date hereof, between the Corporation and NEW YORK
UNIVERSITY, the undersigned hereby remises, releases and forever discharges the
Corporation from its obligation to pay a debt of $102,780 owed to NEW YORK
UNIVERSITY by the Corporation (The "Debt"), provided, however, that this Release
is applicable only to the Debt and shall not apply with respect to any other
obligations of the Corporation to the Creditor or claims the Creditor may now or
hereafter have against the Corporation whether such claim or obligation arises
under terms of the Collaborative Research Agreement dated November 1, 1999
between the Corporation and New York University, or otherwise.

DATED this 21st day of November, 2002.

NEW YORK UNIVERSITY

PER:

- ----------------------------------------
I have authority to bind the University.

APPENDIX "B"

ELECTION TO EXERCISE PUT OPTION

TO: KYTO BIOPHARMA, INC. (THE "CORPORATION")

The undersigned option holder hereby irrevocably elects to exercise its PUT
OPTOPN to sell common shares (the "Settlement Shares") granted by the
Corporation pursuant to a Debt Settlement Agreement dated November 19, 2002 for
the number of common shares of the Corporation (or other property or securities
subject thereto) as set forth below:

A. Number of Settlement Shares to be Sold to the
Corporation (max 113,058): -----

B. Option Exercise Price (per Common Share): $1.00

Aggregate Purchase Price: $_____ and hereby tenders _____ share
certificate(s) representing ____ common shares in the capital stock of the
Corporation which share certificate(s) has been endorsed for transfer.

DATED THIS ____ DAY OF ________________, 2005.

NEW YORK UNIVERSITY

__________________________________
Signature

__________________________________
Name and Title of Signatory (please print)

EXHIBIT 10.5

EXTENSION MODIFICATION OF RESEARCH COLLABORATION
AGREEMENT BETWEEN
B TWELVE, INC. (dba) KYTO BIOPHARMA, INC.
AND
THE RESEARCH FOUNDATION OF STATE UNIVERSITY OF NEW YORK

Modification No. 2
RF NO. (100) 1009663 - 006850
Effective December 17th, 2004

The agreement entered into between FOUNDATION and COLLABORATOR made
effective as of August 19th, 1999 (the "Agreement") and modified by Modification
No. 1, Effective as of February 27th, 2001 (the "Modification I"), is hereby
further amended in this Modification 2 as follows, effective December 17, 2004:

1. The "COLLABORATOR" in the Agreement and "Contractor" in Modification 1
shall be KYTO BIOPHARMA, INC., doing business through B Twelve Limited,
incorporated and organized under the laws of Canada and the Province of
Ontario, on March 5, 1999, with its principal offices located at c/o B
Twelve Limited, 41 A. Avenue Road, York Square, Toronto, Ontario M5R 2G3.

2. The terms "COLLABORATOR" in the Agreement and "Contractor" in Modification
1 shall be used interchangeably and shall be as defined in this
Modification 2 as "CONTRACTOR". The CONTRACTOR shall be KYTO BIOPHARMA,
INC. and B Twelve Limited, jointly and severally.

3. Any reference to the UNIVERSITY in the Agreement shall be deleted and
replaced with the FOUNDATION. The FOUNDATION assumes all rights, duties,
and obligations of UNIVERSITY, if any, from the Agreement.

4. CONTRACTOR and FOUNDATION shall pay the non-breaching party's litigation,
court, and other fees and expenses, including attorney's fees, for any
action to remedy a material breach hereunder, including non-payment of
money owed or non-performance of the Research Plan as required.

5. CONTRACTOR and FOUNDATION acknowledges that the "3-Way Confidentiality and
Nondisclosure Agreement: dated June 1, 2003 was never fully executed and is
rescinded and void. The Agreement contains a confidentiality provision for
the conduct of this relationship which will govern.

6. The parties agree to amend Article III, Performance of Research, Subpart
14. a) as follows:

a) ii. To authorize the initiation of Phase III research to the Research
Plan as put forth in Exhibit B-2, attached, and;

A. For CONTRACTOR to authorize additional funding of $35,000.00 USD to be
appropriated for the initial 6 months of the conduct of the Research Plan
from January 1, 2005 through June 30, 2005, and;

1. Such payment to be made to the FOUNDATION by CONTRACTOR prior to or upon
the execution date of this Modification. The parties agree that no work on
the Research Plan shall commence until full payment is received by
FOUNDATION.

7. The parties agree to delete Subpart b. of Article 14, Award, in its
entirety.

8. Pursuant to and subject to Section 3 of the Agreement, the parties shall
cooperate in making a determination of ownership of any intellectual
property rights.

9. The parties agree to amend Article III, Subpart 15, Basic Term as follows:

Notwithstanding Article 16, Default and Termination, this Agreement shall
continue in perpetuity unless otherwise terminated by mutual consent of the
parties.

10. It is agreed that CONTRACTOR shall, with due diligence, amend )Patent NO.
5,688,504 awarded to Dr. Alton Charles Morgan Jr. and owned by CONTRACTOR
to legally establish joint ownership of the same by CONTRACTOR and
FOUNDATION and shall prepare and execute all necessary documents to that
end.

11. Under Modification No. 1, the Research Laboratory shall enter into a
Confidentiality Agreement with either CONTRACTOR or FOUNDATION which is
acceptable in all respects to FOUNDATION at its sole discretion. The
parties agree that the Mutual Confidentiality and NonDisclosure Agreement
between Contractor and Medarex, Inc. is acceptable. This Agreement is
attached hereto as Attachment 3.

12. Except as amended as herein above set forth, the said Agreement and
Modification No.1 between the parties is hereby ratified and confirmed and
shall continue in full force and effect according to its terms as evidenced
by the signatures below.

THE RESEARCH FOUNDATION KYTO BIOPHARMA, INC.
OF STATE UNIVERISTY OF NEW YORK

By: /s/ Robert S. Mason 12/17/04 By: /s/ Jean Luc Berger Dec 17 2004
------------------------------- ---------------------------------
Signature Date Signature Date

Printed Name and Title: Printed Name and Title:

Robert S. Mason Jean Luc Berger
Sr. Contract & Grant Specialist

Exhibit B Amendment 2

SUNY-KYTO Research update and future work

1. Humanized monoclonal antibodies to human transcobalamin (TC)

2. Purification of the receptor for TC-Cbl

3. Further purification and identification of the receptor

4. Generation of monoclonal antibodies to the receptor protein

5. Alternate strategies for blocking the receptor protein

EXHIBIT 10.6

SERVICES AGREEMENT

BETWEEN:

KYTO BIOPHARMA, INC.

and

GERARD SERFATI

This Services Agreement (the "Agreement") is entered into as of November 1, 2004
("Effective Date"), by and between Kyto Biopharma, Inc. (the "Company"), having
a principal place of business at 41A Avenue Road, Toronto, Ontario, M5R 2G3,
Canada and Gerard Serfati, an individual ("Serfati").

WHEREAS the Company is a corporation existing under the laws of the State of
Florida; and

WHEREAS, the Company desires to generate and increase customer interest in the
Company's products and technologies and explore merger/acquisition
possibilities; and

WHEREAS, it is the intention of the parties to enter into a binding agreement
based upon the terms set forth below.

1.0 FINANCIAL MARKETS ACCESS AND MERGER/ACQUISITION

1.1 Serfati will implement a program designed to generate interest in the
Company's products and technologies and to explore acquisition opportunities.
Serfati and any third parties retained in connection with this contract will
limit disclosure to approved "Marketing Material" and/or "Confidential
Information".

a. Serfati will use its generation and acquisition program to contact
potential customers and a number of acquisition targets in Europe and in North
America using "Marketing Material". This lead program shall be exclusive as to
the potential customers/acquisition targets who will have been contacted by
Serfati as a result of this program.

b. Serfati will approach on behalf of the Company a number of candidates for
merger and/or acquisitions.

2.0 RETENTION OF SERFATI

2.1 The Company hereby retains Serfati on a non-exclusive basis for a term of
two (2) years to perform the services outlined in Sections 1 and 2 herein. The
term of this Agreement may be extended for additional 120 day periods upon
mutual written agreement of the parties.

2.2 The Company shall pay Serfati an initial retainer of $0, payment of which
shall be made upon execution of this Agreement.

2.3 In addition to the retainer fee set forth in Section 2.2 above, the Company
shall, upon execution of this Agreement, issue to Serfati 4,500,000 shares of
the Company's common stock and the shares will be fully tradable and delivered
before the program is started.

3.0 NO AGENCY

3.1 Serfati understands and acknowledges that this letter shall not create or
imply any agency agreement between the parties and Serfati shall not, nor shall
Serfati have the right to, commit the Company, its officers, directors or
shareholders in any manner except as shall have been specifically authorized in
writing by the Company.

4.0 INDEMNIFICATION

4.1 In connection with the services which Serfati has agreed to render to the
Company hereunder, the Company shall indemnify Serfati and any third parties
retained in connection with this Agreement and hold them harmless against any
losses, claims, damages or liabilities to which Serfati may become subject in
connection with the rendering of such services except for losses, claims,
damages or liabilities resulting from or arising out of gross negligence,
misrepresentation or willful conduct of Serfati. Serfati will promptly notify
the Company upon receipt of any notices of claim or threat to institute an
action or proceeding for which it or any other person claims entitlement to
indemnification pursuant to this provision and will promptly notify the Company
after any such proceeding is commenced. In the event Serfati becomes involved in
any action or proceeding for which it is indemnified hereunder and the Company
neglects to defend in good faith any such action on behalf of Serfati, then
Serfati shall be entitled to retain separate counsel of its choice and the
Company shall reimburse Serfati for any legal or other expenses reasonably
incurred by it in connection with investigating, preparing to defend or
defending any lawsuits or other proceedings arising in any manner out of or in
connection with the rendering of such services the Company agrees that the
indemnification and reimbursement commitment set forth in this Agreement shall
apply whether or not Serfati is a formal party to any such lawsuits or other
proceedings.

4.2 Serfati agrees to indemnify and hold the Company, its officers, directors,
agents and employees harmless from and against any losses, claims, damages,
expenses (including reasonable counsel fees) or liabilities resulting from any
actual or threatened actions, suits, proceedings or claim by third parties which
arise out of violations of any federal or state securities laws due to Serfati's
gross negligence, misrepresentation or willful misconduct.

4.3 The indemnity agreement contained in this Section 4 and the representations
and warranties of the parties hereto contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement or (ii) any investigation made by Serfati or on behalf of Serfati or
on behalf of the Company, its officers or directors or any other person
controlling the Company.

5.0 MODIFICATION/SEVERABILITY

5.1 The Agreement is the entire agreement between the parties which may not be
amended or modified except in writing, and shall be binding upon any inure to
the benefit of the parties and their successors and assigns. If any provision of
this Agreement, or part thereof, shall be held to be invalid or unenforceable,
it shall not affect the validity or enforceability of the remaining part or any
other provision.

6.0 HEADINGS

6.1 Headings are for convenience only and shall not affect the interpretation or
meaning of the context thereunder.

7.0 REPRESENTATIONS OF THE COMPANY

7.1 By execution of this Agreement, the Company represents and warrants to
Serfati, and Serfati shall be entitled to rely fully upon such representation,
that (i) it has full and complete corporate authority to enter into this
Agreement, (ii) that the officer executing this Agreement on behalf of the
Company is duly empowered to so execute and, as of the date of signing, holds in
good standing the office indicated and (iii) that the Company intends to be
legally bound by the terms set forth herein which shall be governed and
interpreted under the laws of the State of Florida without reference to any
conflicts of laws, principles or rules.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of the day and year set forth above.

KYTO BIOPHARMA, INC. GERARD SERFATI

By: /s/ Jean-Luc Berger By: /s/ Gerard Serfati
--------------------- ------------------
Jean-Luc Berger
President and C.E.O.