10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

——————— .

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

or

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

KYTO BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

FLORIDA	000-50390	65-1086538
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

B1-114 Belmont Avenue Toronto, Ontario Canada M5R 1P8

(Address of Principal Executive Office) (Zip Code)

(416) 960-8790

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.   þ Yes   ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filer¨
Non-accelerated filer ¨	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   ¨ Yes   þ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

12,743,610 Common Shares - $0.0001 Par Value - as of July 21, 2009

KYTO BIOPHARMA, INC. AND SUBSIDIARY
(A Development Stage Company)

INDEX

Page

PART I. FINANCIAL INFORMATION

Unaudited Consolidated Balance Sheet June 30, 2009 and Audited Consolidated
Balance Sheet as of March 31, 2009

PART II. OTHER INFORMATION

Certifications

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

KYTO BIOPHARMA, INC. AND SUBSIDIARY

(A Development Stage Company)

UNAUDITED CONSOLIDATED BALANCE SHEET
June 30, 2009

	June 30,			March 31,
	2009			2009
	Unaudited			(Audited)
ASSETS
Current Assets:
Cash	$	1,082		$	12,754
Prepaid expenses		3,333			47,562
Total Current Assets		4,415			60,316
Total Assets	$	4,415		$	60,316
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	13,251		$	8,317
Accrued liabilities - related party		49,833			43,333
Accrued interest payable - related party		54,407			52,784
Accrued interest payable - preferred convertible stock		30,350			24,128
Loan payable-related party		364,039			353,824
Note payable-related party		100,000			100,000
Total Current Liabilities		611,880			582,386
Commitments and Contingencies
Stockholders' Deficit:
Preferred convertible stock, $1.00 par value, 1,000,000 shares authorized, 473,624 issued and outstanding		473,624			473,624
Common stock, $0.0001 par value, 25,000,000 shares authorized, 12,743,610  issued and outstanding		1,275			1,275
Additional paid-in capital		15,654,944			15,654,944
Deficit accumulated during development stage		(16,460,811	)		(16,474,669	)
Accumulated other comprehensive loss		(276,497	)		(177,244	)
Total Stockholders' Deficit		(607,465	)		(522,070	)
Total Liabilities and Stockholders' Deficit	$	4,415		$	60,316

See Accompanying Notes to Unaudited Consolidated Financial Statements

1

KYTO BIOPHARMA, INC. AND SUBSIDIARY

 (A Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

							For the period from
							March 5, 1999
	For The Quarters Ended						(inception) to
	June 30,						June 30
	2009			2008			2009
Operating Expenses
Compensation	$	––		$	––		$	1,750,636
Depreciation and amortization		––			––			814,183
Consulting		14,000			11,000			9,817,811
Bad debt		––			––			12,819
Director fees		––			––			314,100
Financing fees		––			––			28,781
Professional fees		12,095			9,015			209,005
General and administrative		9,494			12,215			570,220
Research and development		42,039			36,369			1,560,643
Loss on debt conversion		––			––			519,795
Impairment loss		––			––			1,191,846
Total Operating Expenses		77,628			68,599			16,789,839
Other Income (Expenses)
Interest income		––			––			4,922
Interest expense		(7,845	)		(8,098	)		(102,454	)
Gain on debt forgiveness		––			––			78,665
Loss on disposal of equipment		––			––			(567	)
Foreign currency translation gain		99,331			8,095			348,462
Total Other Income (Expense), net		91,486			(3	)		329,028
Net Income (Loss)	$	13,858		$	(68,602	)	$	(16,460,811	)
Comprehensive  Loss
Foreign currency translation loss		(99,253	)		(8,142	)		(276,497	)
Total Comprehensive Loss	$	(85,395	)	$	(76,744	)	$	(16,737,308	)
Weighted average number of shares outstanding during the year - basic and diluted		12,743,610			12,169,263			7,352,183
Net loss per share - basic and diluted	$	0.00		$	(0.01	)	$	(2.27	)

See Accompanying Notes to Unaudited Consolidated Financial Statements

2

KYTO BIOPHARMA, INC. AND SUBSIDIARY

 (A Development Stage Company)

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

							March 5, 1999
	For the Quarters Ended June 30						(Inception) to
	2009			2008			June 30, 2009
Cash Flows from Operating Activities:
Net income (loss)	$	13,858		$	(68,602	)	$	(16,460,811	)
Adjustment to reconcile net loss to net cash provided by (used in)operating activities:
Depreciation and amortization		––			––			814,183
Recognition of services rendered by consultant		––			––			10,227,893
Stock based consulting expense		––			––			854,345
Stock based director fees		––			––			314,100
Stock based rent and administrative fees		––			––			167,028
Preferred convertible stock issued for interest due on outstanding preferred convertible stock		––			––			13,890
Common stock warrants issued as financing fee		––			––			3,783
Loss on disposal of equipment		––			––			567
Impairment loss		––			––			1,191,846
Gain on debt forgiveness		––			––			(9,837	)
Gain on settlement of accounts payable		––			––			(59,654	)
Loss on settlement of accounts payable		––			––			519,795
Amortization of stock based financing fee		––			––			25,010
Changes in operating assets and liabilities:
Prepaids and other assets		44,229			42,353			(3,333	)
Accounts payable and accrued expenses		11,434			(13,694	)		548,956
Related party accounts payable, accrued interest, and accrued liabilities		7,845			18,098			60,437
Net Cash Used in Operating Activities		77,366			(21,845	)		(1,791,802	)
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		––			––			958,222
Loan proceeds from related parties, net		10,215			26,824			1,142,414
Repayment of loan to related parties		––			––			(26,792	)
Net Cash Provided by Financing Activities		10,215			26,824			2,073,844
Effect of Exchange Rate on Cash		(99,253	)		(8,142	)		(276,497	)
Net Increase (decrease) in Cash and Cash Equivalents		(11,672	)		(3,163	)		1,082
Cash and Cash Equivalents at Beginning of Period		12,754			7,328			––
Cash and Cash Equivalents at End of Period	$	1,082		$	4,165		$	1,082
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	$	––		$	––		$	1,102,154
Stock issued for deferred consulting services	$	––		$	––		$	6,750,000
Conversion of liabilities to note payable	$	––		$	––		$	102,023
Stock issued for debt restructuring anti-dilusion 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 Unaudited Consolidated Financial Statements

3

KYTO BIOPHARMA, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009

(Unaudited)

NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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 proliferate 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.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim consolidated financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of consolidated financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair consolidated financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

For further information, refer to the audited consolidated financial statements and footnotes of the Company for the year ending March 31, 2009 included in the Company's Form 10-K.

Foreign Currency Risk

The company is exposed to foreign exchange rate fulcturations as the financial results of the company’s Canadian subsidiary is translated into U.S. dollars on consolidation. The functional currency of Kyto’s subsidiary is the Canadian dollar.

NOTE 2 - GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company has a working capital deficiency of $607,465, a deficit accumulated during development stage of $16,460,811 and a stockholders' deficiency of $607,465 as of June 30, 2009. 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.

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.

4

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB 165: Subsequent Event, “The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth:

1.

The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements

2.

The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements

3.

The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

This Statement should not result in significant changes in the subsequent events that an entity reports—either through recognition or disclosure—in its financial statements.”

The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

In June 2009, FASB Issued FASB 166:Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140

“The Board’s objective in issuing this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.  The Board undertook this project to address (1) practices that have developed since the issuance of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (a nd related obligations) that have been derecognized should continue to be reported in the financial statements of transferors.

The Company is currently assessing the impact of FASB 166 on its consolidated financial position and results of operations.

In June 2009, FASB issued FASB 147:An Amendments to FASB Interpretation No. 46(R). “ The Board’s objective in issuing this Statement is to improve financial reporting by enterprises involved with variable interest entities. The Board undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of Financial Assets, and (2) constituent concerns about the appl ication of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity”

The implementation of this standard will not have a material impact on the Company's consolidated financial position and results of operations.

In June 2009, FASB Issue FASB 168: The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162

“The FASB Accounting Standards Codification^TM (Codification) will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative.  

5

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS( Cont.)

This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.”

The Company is currently assessing the impact of FASB 166 on its consolidated financial position and results of operations.

NOTE 4 – LOANS PAYABLE – RELATED PARTY

During the three months ended June 30, 2009, the Company borrowed $10,215 from a related party of the Company. The loan is non-interest bearing, unsecured, due on demand, and included in the loans payable, related party balance.

NOTE 5 - EQUITY

Convertible Preferred Shares

On May 24, 2007 the Company entered into an agreement with Credifinance Capital Corp, a related party, to issue up to 500,000 Convertible Preferred Stock at $1.00 per share. This agreement is on an installment basis. During the year ended March 31, 2008, the Company issued 459,734 Convertible Preferred Stock to Credifinance Capital Corp. for a total of $473,624 to satisfy a related party loan payable. Convertible Preferred Stock may be converted into Common Shares at a price of $0.45 per Common Share. The Convertible Preferred Stock bears interest at a rate of 5% per annum. Preferred convertible stock has the same voting rights as common stock. Interest expense accrued on the Convertible Preferred Stock through June 30, 2009 is $30,350.

6

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

PLAN OF OPERATION

During the period ending June 30, 2009, the Company has continued to conduct a comprehensive review of its existing Intellectual Property portfolio with the assistance various IP legal firms and consultants. As a result of this review, the Company has elected to drop some of its patents while funding the remaining patents in full.

The efforts of the Company’s R&D have produced notable accomplishments with respect to the development of a novel cancer therapy through the regulation of Vitamin B12 uptake, an essential nutrient for cells. For the first time, the Company has conclusively identified the protein and the gene encoding the Vitamin B12 receptor. The work which is currently done by SUNY on utilizing the Vitamin B12 pathway provides for several strategies aimed at preventing the proliferation of cancer cells.   

On May 4, 2007, the Company signed a formal consultancy agreement with Dr. Michael Rosenblum, Head, Immunopharmacology and Targeted Therapy Laboratory, Department of Experimental Therapeutics at M.D. Anderson Medical Center at the University of Texas to assist the Company with determining the scientific and commercial viability of its scientific technology. Dr. Rosenblum provides assistance to the Company on an as-needed basis for and receives $3,000 per month as remuneration. The Company has also held discussions with other potential strategic partners in order to determine if those relationships will provide the Company with benefits related to its corporate development. As of the date of this filing none of those discussions have resulted in formal collaborative relationships.

On May 24, 2007 the Company entered into an agreement with a related party (Credifinance Capital Corp) to issue 500,000 Convertible Preferred Shares at $1.00 per share. This agreement is on an installment basis. Preferred Shares may be converted into Common Shares at a price of $0.45 per Common Share for a period of two years. The Convertible Preferred Shares are cumulative and will bear interest at an interest rate of 5% per annum. As of

June 30, 2009 473,624 preferred shares were issued.

The report of our Independent Registered Public Accounting firm on our March 31, 2009 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 financing and maintain operations. We do not currently have sufficient financial resources to fund our operations. Therefore, we need additional funds to continue these operations. 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 be emphasized that, should the Company not be successf ul 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.

In discussions with various collaborative partners, the Company has decided to pursue a specific antibody strategy with the assistance of RFSUNY and an outsourced third party vendor. The development of this antibody technology will be overseen by RFSUNY and is currently in the early stages of development. The Company does not yet have an estimate of the total costs associated with this development. As the Company has no current revenues from operations, management fully expects to incur additional liabilities in order to fund the development of this strategy over the next 9 months.

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 R&D activities related to the development and application of its antibody technologies. The Company has, as of the end of June 30, 2009, $607,467 in total liabilities. As of the date of filing of this Form 10-Q with the U.S. Securities and Exchange Commission, the Company did receive a commitment of one of its stockholders to continue to provide operating loan funds to the Company.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting company.

7

ITEM 4.

CONTROLS AND PROCEDURES

(a)

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principle executive officrs, as appropriate, to allow timely decisions regarding disclosure.

The Company’s management has evaluated, with the participation of the principle executive offers the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

(b)

The registrant’s principal executive officers have determined that there have been no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

8

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None

ITEM 1A.

RISK FACTORS.

Not required for smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .

None

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Index to Exhibits on page 10.

9

INDEX TO 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 Biopharma, 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-Q.

***

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

10

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Kyto Biopharma, Inc.
(Registrant)
By:	/s/ GEORGES BENARROCH
	Georges Benarroch Acting President and Chief Executive Officer And Acting Chief Executive Officer

Date: August 14 2009        

11

EX-31.1

EXHIBIT 31.1

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

I, Georges Benarroch, certify that:

I have reviewed this quarterly report on Form 10-Q of Kyto Biopharma, Inc.;

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;

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 small business issuer as of, and for, the periods presented in this report;

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the small business issuer and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: August 14, 2009	By:	/s/ GEORGES BENARROCH
		Georges Benarroch Acting President & Chief Executive Officer and Acting Chief Financial Officer

EX-32..1

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

In connection with the Quarterly Report of Kyto Biopharma, Inc. and Subsidiary (the “Company”) on Form 10-Q for the three months ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Georges Benarroch, President and Chief Executive Officer, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report fully complies 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 as of the dates and for the periods expressed in the Report.

Date: August 14, 2009	By:	/s/ GEORGES BENARROCH
		Georges Benarroch Acting President & Chief Executive Officer and Acting Chief Financial Officer