0001818674 false --06-30 2024 Q1 0001818674 2023-07-01 2023-09-30 0001818674 2023-09-30 0001818674 2023-06-30 0001818674 2022-07-01 2022-09-30 0001818674 us-gaap:CommonStockMember 2022-06-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001818674 us-gaap:RetainedEarningsMember 2022-06-30 0001818674 CIK0001818674:ContributedCapitalMember 2022-06-30 0001818674 CIK0001818674:CommonStockPayableMember 2022-06-30 0001818674 2022-06-30 0001818674 us-gaap:CommonStockMember 2023-06-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001818674 us-gaap:RetainedEarningsMember 2023-06-30 0001818674 CIK0001818674:ContributedCapitalMember 2023-06-30 0001818674 CIK0001818674:CommonStockPayableMember 2023-06-30 0001818674 us-gaap:CommonStockMember 2021-06-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001818674 us-gaap:RetainedEarningsMember 2021-06-30 0001818674 CIK0001818674:ContributedCapitalMember 2021-06-30 0001818674 us-gaap:CommonStockMember 2021-09-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2021-09-30 0001818674 us-gaap:RetainedEarningsMember 2021-09-30 0001818674 CIK0001818674:ContributedCapitalMember 2021-09-30 0001818674 us-gaap:CommonStockMember 2021-12-31 0001818674 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001818674 us-gaap:RetainedEarningsMember 2021-12-31 0001818674 CIK0001818674:ContributedCapitalMember 2021-12-31 0001818674 us-gaap:RetainedEarningsMember 2022-07-01 2022-09-30 0001818674 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001818674 CIK0001818674:ContributedCapitalMember 2023-07-01 2023-09-30 0001818674 CIK0001818674:CommonStockPayableMember 2023-07-01 2023-09-30 0001818674 us-gaap:CommonStockMember 2021-07-01 2021-09-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2021-07-01 2021-09-30 0001818674 us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0001818674 CIK0001818674:ContributedCapitalMember 2021-07-01 2021-09-30 0001818674 us-gaap:CommonStockMember 2021-10-01 2021-12-31 0001818674 us-gaap:AdditionalPaidInCapitalMember 2021-10-01 2021-12-31 0001818674 us-gaap:RetainedEarningsMember 2021-10-01 2021-12-31 0001818674 CIK0001818674:ContributedCapitalMember 2021-10-01 2021-12-31 0001818674 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001818674 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001818674 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001818674 CIK0001818674:ContributedCapitalMember 2022-01-01 2022-03-31 0001818674 us-gaap:CommonStockMember 2022-09-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2022-09-30 0001818674 us-gaap:RetainedEarningsMember 2022-09-30 0001818674 CIK0001818674:ContributedCapitalMember 2022-09-30 0001818674 CIK0001818674:CommonStockPayableMember 2022-09-30 0001818674 2022-09-30 0001818674 us-gaap:CommonStockMember 2023-09-30 0001818674 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001818674 us-gaap:RetainedEarningsMember 2023-09-30 0001818674 CIK0001818674:ContributedCapitalMember 2023-09-30 0001818674 CIK0001818674:CommonStockPayableMember 2023-09-30 0001818674 us-gaap:CommonStockMember 2022-03-31 0001818674 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001818674 us-gaap:RetainedEarningsMember 2022-03-31 0001818674 CIK0001818674:ContributedCapitalMember 2022-03-31 0001818674 CIK0001818674:EmployeeMember 2023-07-01 2023-09-30 0001818674 CIK0001818674:NonEmployeeMember 2023-07-01 2023-09-30 0001818674 2020-06-13 2023-09-30 0001818674 CIK0001818674:JoanneVainiMember 2023-01-01 2023-01-08 0001818674 2023-04-01 2023-06-30 0001818674 2023-07-15 0001818674 2023-08-18 0001818674 2023-09-01 0001818674 2023-09-06 0001818674 CIK0001818674:BostoniaPartnersMember 2023-09-30 0001818674 CIK0001818674:ZanderTherapeuticsIncMember 2023-09-30 0001818674 CIK0001818674:ZanderBiologicsIncMember 2023-09-30 0001818674 CIK0001818674:BostoniaPartners1Member 2023-09-30 0001818674 CIK0001818674:BostoniaPartners1Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:BostoniaPartners2Member 2023-09-30 0001818674 CIK0001818674:BostoniaPartners2Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:BostoniaPartners3Member 2023-09-30 0001818674 CIK0001818674:BostoniaPartners3Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:ZanderTherapeuticsInc1Member 2023-09-30 0001818674 CIK0001818674:ZanderTherapeuticsInc1Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:BostoniaPartners4Member 2023-09-30 0001818674 CIK0001818674:BostoniaPartners4Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:ZanderBiologicsInc1Member 2023-09-30 0001818674 CIK0001818674:ZanderBiologicsInc1Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:ZanderTherapeuticsInc2Member 2023-09-30 0001818674 CIK0001818674:ZanderTherapeuticsInc2Member 2023-07-01 2023-09-30 0001818674 CIK0001818674:OncologyPharmaIncMember 2021-03-01 2021-03-11 0001818674 CIK0001818674:OncologyPharmaIncMember 2023-07-01 2023-09-30 0001818674 CIK0001818674:OncologyPharmaIncMember 2023-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)  

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


For the quarterly period ended: September 30, 2023.

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


For the transition period from

Commission File Number: 333-248059 

_____________________

SYBLEU INC.

(Exact name of registrant as specified in its charter)

_____________________

Wyoming   85-1412307
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
1034 Throggs Neck Expressway Bronx, NY 10465   91942
(Address of principal executive offices)   (Zip Code)

 

(800) 807-4631

(Registrant’s telephone number, including area code)

 

N/A

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

_________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
     

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.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

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. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated  filer ☐
Non-accelerated filer ☐ Smaller reporting company 
Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐  No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

As of September 30, 2023 there were 10,613,492 shares of common stock issued and outstanding.

 1 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

       
SYBLEU INC.      
CONDENSED  BALANCE SHEETS      
       
  

As of

September 30,

2023

 

As of

June 30,

2023

   (Unaudited)   
ASSETS      
CURRENT ASSETS          
Cash  $132   $3,786 
Prepaid Expenses   9,319    15,613 
Total Current Assets  $9,451   $19,399 
OTHER ASSETS          
Investment Securities   423    1,920 
Prepaid Expenses ( Long Term)   9,149    9,149 
Acquired Intangible Assets, net of amortization   294,680    300,000 
Total Other Assets   304,252    311,069 
TOTAL ASSETS  $313,703   $330,468 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current Liabilities:          
Income Taxes Payable   10,935    10,935 
Notes Payable   183,000    177,500 
Notes Payable, Related Party          
Expenses Accrued but Unpaid   6,914    15,500 
Interest Accrued but Unpaid   39,573    27,476 
Total Current Liabilities   240,422    231,411 
Long Term Liabilities:          
Unearned Income   147,053    150,002 
Note Payable   300,000    300,000 
Total Liabilities  $687,475   $681,413 
STOCKHOLDERS' EQUITY (DEFICIT)          
Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001; 10,613,492 shares issued and outstanding as of September 30, 2023 and 10,613,492 shares issued and outstanding  as of June 30, 2023   1,062    1,062 
Additional Paid in capital   179,348    179,348 
Common Stock Payable   117,500    0 
Contributed Capital   5,311    0 
Retained Earnings (Deficit)   (676,993)   (531,355)
Total Stockholders' Equity (Deficit)   (373,772)   (350,945)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)  $313,703   $330,468 
           
The Accompanying Notes are an Integral Part of These Financial Statements

 2 

 

       
SYBLEU INC.      
CONDENSED STATEMENT OF OPERATIONS      
(Unaudited)      
       
   Quarter Ended September 30, 2023  Quarter Ended September 30, 2022
 REVENUES          
 License Fees   2,949    2,949 
 TOTAL REVENUES  $2,949   $2,949 
 COSTS AND EXPENSES          
 Research and Development:          
 Staff Expenses   949    0 
 Consulting Costs          
 Licensing Expenses   2,493    0 
 Patent Application Costs          
 Intellectual Property Acquisition Costs   105,000    0 
 Total Research and Development   108,442    0 
 General and Administrative:          
 Transfer Agency Fees   873    641 
 Other General and Administrative Expenses   5,121    1,029 
 Total General and Administrative   5,994    1,670 
 Consulting, Related Party   2,495    0 
 Consulting:          
 Legal Fees          
 Accounting   11,000    11,000 
 Other Consulting          
 Website Development          
 Information Technology Consulting   1,742    0 
 Securities Depository Consulting          
 Total Consulting   15,238    11,000 
 Rent          
 Total Costs and Expenses   129,674    12,670 
 OPERATING Income( LOSS)  $(126,724)  $(9,721)
           
 OTHER INCOME AND EXPENSES          
 Unrealized Gain (Loss) on Investment Securities   (1,498)   (6,539)
 Stock Cancellation Expense          
 Interest Income (Expense)   (12,097)   (3,490)
 Amortization of Acquired Intangible Assets   (5,320)   0 
 TOTAL OTHER INCOME (EXPENSES)   (18,914)   (10,029)
 NET INCOME ( LOSS) before taxes   (145,639)   (19,750)
 Provision for Income Taxes   0    0 
 NET INCOME ( LOSS)  $(145,639)  $(19,750)
 BASIC AND FULLY DILUTED LOSS PER SHARE  $(0.01)  $   
 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   10,613,492    10,418,000 
           
 The Accompanying Notes are an Integral Part of These Financial Statements

 3 

 

                                                         
SYBLEU INC.
CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
(Unaudited)
                      
For the Quarter  Ended September  30, 2022               
   Common               
   Shares  Amount  Additional Paid in Capital  Retained Deficit  Contributed Capital  Common Stock Payable  Total
Balance June 30, 2022   10,418,000   $1,042   $100,049   $(351,051)  $     $     $(249,960)
Net Loss for the quarter ended September 30, 2022                  (19,750)             (19,750)
Balance September 30, 2022   10,418,000   $1,042   $100,049   $(370,801)  $     $     $(269,710)
                                    
For the Quarter  Ended September 30, 2023                          
    Common                          
    Shares    Amount    Additional Paid in Capital    Retained Deficit    Contributed Capital    Common Stock Payable    Total 
Balance June 30, 2023   10,613,492   $1,062   $179,348   $(531,355)  $     $     $(350,945)
Net Loss for the three months ended  September 30, 2023                 $(145,639)            $(145,639)
Capital Contributions during the three months ended September 30, 2023                      $5,311        $5,311 
Additions (Subtractions) Common Stock Payable  three months ended September 30, 2023                           $117,500   $117,500 
Balance September  30, 2023   10,613,492   $1,062   $179,348   $(676,993)  $5,311   $117,500   $(373,772)
                                    
 The Accompanying Notes are an Integral Part of These Financial Statements

 4 

 

                          
SYBLEU INC.
CONDENSED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)
For the Nine Months ended March 31,2022
(unaudited)
 
   Common         
   Shares  Amount  Additional Paid in Capital  Retained Deficit  Total
Balance June 30, 2021   10,418,000   $1,042   $100,049   $(105,705)  $(4,614)
Net Loss for the three months ended September 30,2021   -     -     -     (132,307)  $(132,307)
Balance September 30,2021   10,418,000   $1,042   $100,049   $(238,012)  $(136,921)
Net Loss for the three months ended December 31,2021   -     -     -    $(61,751)  $(61,751)
Balance December 31, 2021   10,418,000   $1,042   $100,049   $(299,763)  $(198,672)
Net Loss for the three months ended March 31, 2022   -     -     -    $(27,030)  $(27,030)
Balance March 31, 2022   10,418,000   $1,042   $100,049   $(326,793)  $(225,702)
                          
 The Accompanying Notes are an Integral Part of These Financial Statements

 5 

 

       
SYBLEU INC.      
CONDENSED STATEMENT OF CASH FLOWS      
(Unaudited)      
       
   Quarter ended September 30, 2023  Quarter ended September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES  $(145,639)  $(19,750)
Net Income (Loss)          
Adjustments to reconcile net Income (loss) to net cash          
Common Stock Issued for payment of expenses          
Changes in Operating Assets and Liabilities          
(Increase) Decrease in Prepaid Expenses   6,294    3,188 
Increase (Decrease) in Accrued Expenses   16,012      
(Increase) Decrease in Securities accepted as  Payment          
Increase( Decrease) in Unearned Income   (2,949)   (2,949)
Increase ( Decrease) in Income Tax Payable          
Decrease in Common Stock          
Decrease in Additional Paid in Capital          
Unrealized Loss (Gain) in Investment Securities   1,498    6,539 
Increase in Common Stock Payable   105,000      
Increase in Amortization of Acquired Intangible Assets   5,320      
Increase in Capital Contributions   5,311      
Net Cash provided by (used) in Operating Activities  $(9,154)  $(12,972)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Increase (Decrease) in Notes Payable, Related Parties          
Increase (Decrease)   in Notes Payable   5,500      
Common Stock issued for Cash          
Net Cash provided by (used) in Financing Activities   5,500    0 
           
Net Increase (Decrease) in Cash  $(3,654)  $(12,972)
Cash at Beginning of Period   3,786    66,850 
Cash at End of Period  $132   $53,878 
           
Supplemental Cash Flow Information:          
Interest Paid  $     $   
Income Taxes Paid  $     $   
           
The Accompanying Notes are an Integral Part of These  Financial Statements

 6 

 

SYBLEU INC.

Notes to Condensed Financial Statements

As of September 30, 2023

 

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SYBLEU INC. (“Company”) was organized June 12, 2020 under the laws of the State of Wyoming.

The Company intends to engage primarily in the acquisition, licensing and development of regenerative medical applications up to the point of successful completion of Phase I and or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a June 30 year-end.

B. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1:  Quoted prices in active markets for identical assets or liabilities

Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 7 

 

E. RESEARCH AND DEVELOPMENT COSTS

Research and development expenses relate primarily to the cost of discovery and research programs. Research and development costs are charged to expense as incurred. Research and development expenses consist mainly of evaluating potential Contract Research Organizations and filing of a provisional patent application.

F. STOCK BASED COMPENSATION

Stock issued for Employee Compensation 

Stock based compensation to employees is accounted for at the award’s fair value at grant, less the amount (if any) paid by the award recipient.

During the quarter ended September 30, 2023 no stock was issued for Employee Compensation.

Stock issued for Non-Employee Services

Stock Based compensation to non-employees is accounted for in accordance with ASC 505-50. ASC 505-50 requires entities to account for non-employee equity transactions based on either the fair value of the services received or the fair value of the equity instrument issued utilizing whichever measurement is most reliable

During the  quarter ended December 31, 2022  no stock was issued for Non-Employee Services .

Pursuant to ASC 505-50-30-11505-50-30-11 an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:

i.The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and
ii.The date at which the counterparty’s performance is complete.


 8 

 

G. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2023 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward.  However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

H.  BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of June 30, 2023.

I. INTANGIBLE ASSETS

 

The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company’s acquired intangible assets with definite useful lives consists of a 50% interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to (a) the intellectual property disclosed in US Patent US11377442B2 (Small molecule agonists and antagonists of NR2F6 activity) and (b) ) the intellectual property disclosed in US Patent US US10472351B2 (Small molecule agonists and antagonists of NR2F6 activity in animals).

NOTE 2RECENT ACCOUNTING PRONOUNCEMENTS 

The Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company has adopted the provisions of this ASU effective the fiscal year ended 2020. This guidance did not have a material impact on the Company’s Financial Statements.

On February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as “lessees,” to recognize on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This guidance is not expected to have a material impact on the Company’s financial statements.

 9 

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. This guidance is not expected to have a material impact on the Company’s financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated net losses of $676,933 during the period from June 12, 2020 (inception) through September 30, 2023. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

NOTE 4. RELATED PARTY TRANSACTIONS.

The Company utilizes approximately 500 square feet of office space at 1034 Throggs Neck Expressway, Bronx NY 10465 provided to the Company by Joseph G. Vaini, the Company’s sole officer and director, on a month to month basis free of charge. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

On January 8, 2023 the Company entered into an agreement with Joanne Vaini whereby Joanne Vaini agreed to provide bookkeeping services for the Company for the period beginning January 9, 2023 and ending July 9, 2024 (“Agreement”) for total consideration consisting of $15,000. Joanne Vaini is the spouse of Joseph G. Vaini the Company’s sole officer and director.

On June 26, 2023 the Company was granted an exclusive worldwide license by DYO Biotechnologies, Pty, Ltd (“DYO”) to (a) to make, have made, use, offer for sale, sell, perform, have performed export and import Licensed Products and Licensed Services; (b) to practice Licensed Methods; and (c) to use Technology, all in the Field, within the Territory and during the Term (the “License”).

“Technology” is defined in the License as” Artificial intelligence/machine learning engine designed to utilize existing chemical library structures in an integrated model to predict highly specific and sensitive novel chemical structures for molecular targets.”

“Licensed Products” are defined in the License as “any product, kit, composition, or part thereof: (a) that incorporates, uses, or is enabled or derived from the use of the Technology; or (b) that is produced or enabled by a Licensed Method.”

“Licensed Services” are defined in the License as “any service performed by Company or Sublicensee for the benefit of a third party that, in whole or in part, (a) uses Technology; (b) uses Licensed Product(s); or (c) that practices or is enabled by a Licensed Method.”

“Licensed Method” is defined in the License as “any method or process that uses Technology”

“Field” is defined in the License as small molecule drug development and commercialization for human and/or animal health.

“Territory” is defined in the License as “worldwide”.

The Term of the License is the period of time beginning on the effective date of this Agreement which shall be June 26, 2023 and terminating on the last to expire Royalty Term.

 10 

 

“Royalty Term” is defined in the License as that period of time beginning on the first commercial sale of a Licensed Product in a given country and, expires on a country-by-country basis with respect to each Licensed Product, upon the later of: (a) the expiration, abandonment, or invalidation of the last to expire, abandoned or invalidated Valid Claim of the Patent Rights in such country; (b) the expiration of any granted statutory period of marketing exclusivity within a country; and (c) 12 years from of the date of the first commercial sale of such Licensed Product in such country.

Pursuant to the terms and conditions of the License the Company shall raise $2,000,000 US through either debt or equity financing within 2 years of execution of this Agreement (“Funding”). The Company shall enter into a research collaboration agreement with DYO upon mutually acceptable terms and conditions within 30 days of Funding (“Research Agreement).

Substantially all of the Funding shall be utilized to enable the Technology for the benefit of developing Company’s existing and future small molecule drug intellectual property. It is anticipated that this research agreement will utilize substantially all of these funds over two years. It is agreed that the Company shall exclusively possess all right, title and interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to any and all inventions, discoveries, intellectual property and chemical structures resulting from this Research Agreement.

Pursuant to the terms and conditions of the License the Company shall pay to DYO a Royalty equal to five percent (5%) of the Net Sales ( as such term is defined in the License) of any Licensed Method, Service or Product per annum. The License also imposes an obligation upon the Company to make minimum royalty payments to DYO over the course of the Term.

Pursuant to the terms and conditions of the License the l Company paid to DYO 309,000 common shares of the Company (“Stock Payment”) and also paid a $25,000 License Issuance Fee.

DYO shall not, directly or indirectly, offer, issue, sell, contract to sell (including without limitation short sale), grant any option for the sale of, pledge or otherwise dispose of or transfer any or all of the Stock Payment for a period of two years from the date of issuance.

Pursuant to the terms and conditions of the License Upon the occurrence of each of the following events (each a “Milestone”)), the Company shall make a cash payment (“Milestone Payment”) in the amount corresponding to such Milestone within thirty days after achievement of each Milestone:

Milestone     AMOUNT  
1.  Dosing of a first human patient in a Phase I or Phase I/II Clinical Trial for Licensed Product     $150,000 US  
2.  Dosing of a first patient in a Phase III Clinical Trial for Licensed Product     $500,000 US  
3.  FDA (US) Approval of a Licensed Product     $3,000,000 US  
4.  EMA (EU) Approval of a Licensed Product     $1,500,000 US  
5.  PMDA (JPN) Approval of a Licensed Product     $1,000,000 US  
6. Cumulative Net Sales of Licensed Products reach $100 Million     $2,000,000 US  

This License may be terminated by DYO in the event:

No licensed Method, Service or Product has been granted Patent Protection in at least one jurisdiction after the expiration of four years from execution

The sum of $2,000,000 shall not have been raised within 2 years of execution of the license

The Research Agreement shall not have been entered into as of thirty days subsequent to the Funding.

The Company shall not have achieved cumulative Net Sales of Licensed Product, Service and Methods of at least $10,000,000 as of a date that is ten years from the execution of the license

The Company shall fail to pay any consideration required under the license and such failure remains uncured for thirty days.

This License may be terminated by the Company in the event:

DYO shall be determined to not have exclusive unencumbered Patent Rights to the Technology in whole or in part.

Any other entity shall be determined to have the right- exercised or not- to utilize the Technology ( in whole or in part) to develop make, use, offer for sale, sell, perform, have performed export and import and sell products, methods and services which can reasonably be expected to be similar to or competitive with products, methods and services to be developed by the Company utilizing the rights granted by the License. .

DYO shall have failed to demonstrate during the course of due diligence to the satisfaction of the Company that the Technology can be effectively utilized for the purposes intended by this License

In the event that the Agreement is terminated pursuant to the any of the abovementioned the Stock Payment shall be promptly returned by DYO to the Company for cancellation.

Dr. Harry Lander serves as Chief Scientific Officer of the Company and is a shareholder of the Company. Dr. Harry Lander also serves as Managing Director of DYO and is a controlling shareholder of DYO.

On July 14, 2023 the Company’s Chief Executive Officer made a $3,600 capital contribution to the Company.

On August 17, 2023 the Company’s Chief Executive Officer made a $311 capital contribution to the Company.

On August 30, 2023 the Company’s Chief Executive Officer made a $150 capital contribution to the Company.

On September 5, 2023 the Company’s Chief Executive Officer made a $1,000 capital contribution to the Company.

On September 29, 2023 the Company’s Chief Executive Officer made a $250 capital contribution to the Company.


NOTE 5. NOTES PAYABLE

     
Bostonia Partners   $ 140,000  
Zander Therapeutics Inc.   $ 18,000  
Zander Biologics, Inc.   $ 300,000  
Notes Payable, as of September 30, 2023   $ 486,000  

$10,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable September 20, 2022.

$30,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable September 30, 2022.

$100,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable October 5, 2022.

$12,500 owed by the Company to Zander Therapeutics, Inc bears simple interest at 10% and is due and payable April 4, 2024.

$25,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable June 29, 2024.

$300,000 owed by the Company to Zander Biologics, Inc bears simple interest at 10% and is due and payable June 30, 2025.

$5,500 owed by the Company to Zander Therapeutics, Inc bears simple interest at 10% and is due and payable August 2, 2024.

 11 

 

NOTE 6. INVESTMENT SECURITIES

On March 11, 2021 the Company was paid 6,500 common shares of Oncology Pharma, Inc. pursuant to an agreement entered into by and between the Company and Oncology Pharma, Inc. whereby the Company granted Oncology Pharma, Inc. an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by the Company.

On September 30, 2023 the Company revalued 6,500 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.

As of September 30, 2023:

Schedule Of Common Shares
6,500 Common Shares of Oncology Pharma, Inc.
 
 Basis    Fair Value    Total Unrealized Losses    Net Unrealized Gain or (Loss) during the quarter ended September 30, 2023 
$177,450   $423   $(177,027)  $(1,498)


NOTE 7. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following class of capital stock as of September 30, 2023:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 10,613,492 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

 

 12 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company’s operations, economic performance, financial conditions, margins and growth in sales of the Company’s products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company’s Form 10-K for the period ended June 30, 2023 . All references to” We”, “Us”, “Company” or the “Company” refer to SYBLEU INC.

As of September 30, 2023 we had cash of $132 and as of June 30, 2023 we had cash of $3,786. .The decrease in cash of approximately 96% is attributable to cash expended in the operation of the Company’s business.

As of June 30, 2023 we had Prepaid Expenses of $24,762 and as of September 30, 2023 we had Prepaid Expenses of $18,468. The decrease in Prepaid Expenses of approximately 25% is attributable to:

The recognition of expenses during the reporting period connected to:

(a) 3,000,000 common shares issued to Joseph G Vaini, the Company’s Chief Executive Officer, pursuant to an employment agreement to be expensed over the life of the agreement

(b) 3,000,000 common shares issued to Dr. Harry Lander, the Company’s Chief Scientific Officer, pursuant to an employment agreement expensed over the life of the agreement.

(c) $15,000 prepaid pursuant to an agreement with Joanne Vaini ( the spouse of Joseph G. Vaini) to be expensed over the life of the agreement.

As of June 30, 2023 we had Investment Securities of $1,920 and as of September 30, 2023 we had Investment Securities of $423.

The decrease in Investment Securities of approximately 78% is attributable to the revaluation as of September 30, 2023 of 6,500 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.

As of June 30, 2023 we had Expenses Accrued but Unpaid of $15,500 and as of September 30, 2023 we had Expenses Accrued but Unpaid of $6,914. The decrease of approximately 55% is primarily attributable to the reclassification of $12,500 of Expenses Accrued but Unpaid as Common Stock Payable.

As of June 30, 2023 we had Interest Accrued but Unpaid of $27,476 consisting completely of interest accrued but yet to be paid on Notes Payable and as of September 30, 2023 we had Interest Accrued but Unpaid of $35,573 consisting completely of interest accrued but yet to be paid on Notes Payable.

The increase in Interest Accrued but Unpaid of approximately 44% is attributable to interest accrued on Notes Payable during the quarter ended September 30, 2023 but yet to be paid.

During the quarter ended September 30, 2023 the Company recognized an Operating Loss of $126,724 and during the quarter ended September 30, 2022 the Company recognized an Operating Loss of $9,721. The increase of 1,200% is primarily attributable to the recognition of $105,000 of Intellectual Property acquisition costs recognized during the quarter ended September 30, 2023 connected to the purchase of certain intellectual property from Zander Biologics Inc. on June 30, 2023.

 13 

 

During the quarter ended September 30, 2023 the Company recognized a Net Loss of $145,639 and during the quarter ended September 30, 2022 the Company recognized an Operating Loss of $19,750. The increase of 637% is primarily attributable to the recognition of $105,000 of Intellectual Property acquisition costs recognized during the quarter ended September 30, 2023 connected to the purchase of certain intellectual property from Zander Biologics Inc. on June 30, 2023.

As of September 30, 2023 we had $132 in cash on hand and current liabilities of $240,422 such liabilities consisting of Income Tax Payable ,Accrued Expenses, Notes Payable and interest on Promissory Notes accrued but unpaid. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

Management plans to raise additional funds by obtaining governmental and nongovernmental grants as well as offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings. Management can give no assurance that any governmental or nongovernmental grant will be obtained by the Company despite the Company’s best efforts.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Joseph G. Vaini who is the Company’s Principal Executive Officer , Chief Financial Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the period commencing on July 1, 2023 and ending on September 30, 2023, Joseph G. Vaini , who serves as the Company’s Principal Executive Officer and Principal Financial Officer, has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

 14 

 

PART II - OTHER INFORMATION 

Item 1. Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or of which any of the Company’s property is the subject.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 

There were no Unregistered Sales of Equity Securities during the quarter ended September 30, 2023.

EXHIBITS 

Exhibit No. Description
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 3026 of the Sarbanes Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
3(i) Articles of Incorporation
3(ii) Bylaws
10.1 Agreement with Dr. Stephen Hake
10.2 Agreement with Dr. Jason Garber
10.21 Assignments
10.22 Stock Purchase Agreement
10.33 Assignment dated 12/2
10.38 License Agreement
10.7 Note Payable $20,000
10.8 Note Payable $30,000
10.9 Note Payable $100,000
10.10 Separation Agreement
10.11 Employment Agreement Vaini
10.12 Employment Agreement Lander
10.13 Joanne Vaini Agreement
10.14 License Agreement DYO
10.15 Zander Biologics IP Purchase Agreement
10.16 Note Payable $12,500
10.17 Note Payable $25,000
10.18 Note Payable $5,500

 15 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

    SYBLEU INC
     
  By: /s/ Joseph G. Vaini
  Name: Joseph G. Vaini
  Title: Chairman, Chief Executive Officer
     
  Date:  October 16, 2023

Pursuant to the requirements of Section 13 or 15(d) 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.

    SYBLEU INC
     
  By: /s/ Joseph G. Vaini
  Name: Joseph G. Vaini
  Title:  Chief Financial Officer, Director
     
  Date:  October 16, 2023

 

 16 

 

PROMISSORY NOTE (“NOTE”) - 10% SIMPLE INTEREST 

 

$5,500 September 20, 2021

 

For VALUE RECEIVED, SYBLEU INC. (“Borrower”) promises to pay to Zander Therapeutics, Inc. (“Lender”) the principal sum of Five Thousand Five Hundred ($5,500) with accrued simple interest at the rate of 10% percent per annum on the balance. The said principal and accrued interest shall be payable in lawful money of the United States of America on August 2, 2024. This Note may be prepaid in whole or in part at any time without premium or penalty. The Borrower hereby waives any notice of the transfer of this Note by the Lender or by any subsequent holder of this Note, agrees to remain bound by the terms of this Note subsequent to any transfer, and agrees that the terms of this Note may be fully enforced by any subsequent holder of this Note. All terms and conditions of this Note shall be interpreted under the laws of the state of California and venue shall be the state of California.

 

SYBLEU INC.

 

By: /s/Joseph G Vaini

Its: Chairman and CEO

 

Accepted By:

 

Zander Therapeutics, Inc.

 

By:/s/David Koos

Its: Chairman

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Joseph G. Vaini, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Sybleu 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. The registrant'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 registrant and have:

 

(a) 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 registrant, 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;

 

(b) 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;

 

(c) Evaluated the effectiveness of the registrant'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

 

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

 

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

 

(a) 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 registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: October 16, 2023 By: /s/  Joseph G. Vaini
    Joseph G. Vaini
    Principal Executive Officer

 

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Joseph G. Vaini, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Sybleu 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. The registrant'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 registrant and have:

 

(a) 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 registrant, 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;

 

(b) 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;

 

(c) Evaluated the effectiveness of the registrant'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

 

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

 

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

 

(a) 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 registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: October 16, 2023 By: /s/  Joseph G. Vaini
    Joseph G. Vaini
    Principal Financial Officer

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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 Sybleu Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 16, 2023 By: /s/  Joseph G. Vaini
    Joseph G. Vaini
Chief Executive Officer

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Sybleu Inc. and will be retained by Sybleu Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

EXHIBIT 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

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 Sybleu Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: October 16, 2023 By: /s/  Joseph G. Vaini
    Joseph G. Vaini 
Principal Financial Officer

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Sybleu Inc. and will be retained by Sybleu Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

 

 

v3.23.3
Cover
3 Months Ended
Sep. 30, 2023
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Quarterly Report true
Document Transition Report false
Document Period End Date Sep. 30, 2023
Document Fiscal Period Focus Q1
Document Fiscal Year Focus 2024
Current Fiscal Year End Date --06-30
Entity File Number 333-248059
Entity Registrant Name SYBLEU INC.
Entity Central Index Key 0001818674
Entity Tax Identification Number 85-1412307
Entity Incorporation, State or Country Code WY
Entity Address, Address Line One 1034 Throggs Neck Expressway
Entity Address, City or Town Bronx
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10465
City Area Code (800)
Local Phone Number 807-4631
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Non-accelerated Filer
Entity Small Business true
Entity Emerging Growth Company false
Entity Shell Company false
Entity Common Stock, Shares Outstanding 10,613,492
v3.23.3
Condensed Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2023
Jun. 30, 2023
CURRENT ASSETS    
Cash $ 132 $ 3,786
Prepaid Expenses 9,319 15,613
Total Current Assets 9,451 19,399
OTHER ASSETS    
Investment Securities 423 1,920
Prepaid Expenses ( Long Term) 9,149 9,149
Acquired Intangible Assets, net of amortization 294,680 300,000
Total Other Assets 304,252 311,069
TOTAL ASSETS 313,703 330,468
Current Liabilities:    
Income Taxes Payable 10,935 10,935
Notes Payable 183,000 177,500
Expenses Accrued but Unpaid 6,914 15,500
Interest Accrued but Unpaid 39,573 27,476
Total Current Liabilities 240,422 231,411
Long Term Liabilities:    
Unearned Income 147,053 150,002
Note Payable 300,000 300,000
Total Liabilities 687,475 681,413
Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001; 10,613,492 shares issued and outstanding as of September 30, 2023 and 10,613,492 shares issued and outstanding  as of June 30, 2023 1,062 1,062
Additional Paid in capital 179,348 179,348
Common Stock Payable 117,500 0
Contributed Capital 5,311 0
Retained Earnings (Deficit) (676,993) (531,355)
Total Stockholders' Equity (Deficit) (373,772) (350,945)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 313,703 $ 330,468
v3.23.3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Jun. 30, 2023
Statement of Financial Position [Abstract]    
Common Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares, Outstanding 10,613,492 10,613,492
v3.23.3
Condensed Statement of Operations (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
 REVENUES    
 License Fees $ 2,949 $ 2,949
 TOTAL REVENUES 2,949 2,949
 Research and Development:    
 Staff Expenses 949 0
 Licensing Expenses 2,493 0
 Intellectual Property Acquisition Costs 105,000 0
 Total Research and Development 108,442 0
 General and Administrative:    
 Transfer Agency Fees 873 641
 Other General and Administrative Expenses 5,121 1,029
 Total General and Administrative 5,994 1,670
 Consulting, Related Party 2,495 0
 Consulting:    
 Accounting 11,000 11,000
 Information Technology Consulting 1,742 0
 Total Consulting 15,238 11,000
 Total Costs and Expenses 129,674 12,670
 OPERATING Income( LOSS) (126,724) (9,721)
 OTHER INCOME AND EXPENSES    
 Unrealized Gain (Loss) on Investment Securities (1,498) (6,539)
 Interest Income (Expense) (12,097) (3,490)
 Amortization of Acquired Intangible Assets (5,320) 0
 TOTAL OTHER INCOME (EXPENSES) (18,914) (10,029)
 NET INCOME ( LOSS) before taxes (145,639) (19,750)
 Provision for Income Taxes 0 0
 NET INCOME ( LOSS) $ (145,639) $ (19,750)
 BASIC AND FULLY DILUTED LOSS PER SHARE $ (0.01)
 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,613,492 10,418,000
v3.23.3
Condensed Statements of Shareholders Equity (Deficit) (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Contributed Capital [Member]
Common Stock Payable [Member]
Total
Beginning balance, value at Jun. 30, 2021 $ 1,042 $ 100,049 $ (105,705) $ (4,614)    
Beginning balance, shares at Jun. 30, 2021 10,418,000          
Net Loss (132,307) (132,307)    
Ending balance, value at Sep. 30, 2021 $ 1,042 100,049 (238,012) (136,921)    
Ending balance, shares at Sep. 30, 2021 10,418,000          
Net Loss (61,751) (61,751)    
Ending balance, value at Dec. 31, 2021 $ 1,042 100,049 (299,763) (198,672)    
Ending balance, shares at Dec. 31, 2021 10,418,000          
Net Loss (27,030) (27,030)    
Ending balance, value at Mar. 31, 2022 $ 1,042 100,049 (326,793) (225,702)    
Ending balance, shares at Mar. 31, 2022 10,418,000          
Beginning balance, value at Jun. 30, 2022 $ 1,042 100,049 (351,051) $ (249,960)
Beginning balance, shares at Jun. 30, 2022 10,418,000          
Net Loss     (19,750)     (19,750)
Ending balance, value at Sep. 30, 2022 $ 1,042 100,049 (370,801) (269,710)
Ending balance, shares at Sep. 30, 2022 10,418,000          
Beginning balance, value at Jun. 30, 2023 $ 1,062 179,348 (531,355) (350,945)
Beginning balance, shares at Jun. 30, 2023 10,613,492          
Net Loss     (145,639)     (145,639)
Capital Contributions during the three months ended September 30, 2023       5,311   5,311
Additions (Subtractions) Common Stock Payable  three months ended September 30, 2023         117,500 117,500
Ending balance, value at Sep. 30, 2023 $ 1,062 $ 179,348 $ (676,993) $ 5,311 $ 117,500 $ (373,772)
Ending balance, shares at Sep. 30, 2023 10,613,492          
v3.23.3
Condensed Statement of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Changes in Operating Assets and Liabilities    
(Increase) Decrease in Prepaid Expenses $ 6,294 $ 3,188
Increase (Decrease) in Accrued Expenses 16,012  
Increase( Decrease) in Unearned Income (2,949) (2,949)
Unrealized Loss (Gain) in Investment Securities 1,498 6,539
Increase in Common Stock Payable 105,000  
Increase in Amortization of Acquired Intangible Assets 5,320  
Increase in Capital Contributions 5,311  
Net Cash provided by (used) in Operating Activities (9,154) (12,972)
CASH FLOWS FROM FINANCING ACTIVITIES    
Increase (Decrease)   in Notes Payable 5,500  
Net Cash provided by (used) in Financing Activities 5,500 0
Net Increase (Decrease) in Cash (3,654) (12,972)
Cash at Beginning of Period 3,786 66,850
Cash at End of Period 132 53,878
Supplemental Cash Flow Information:    
Interest Paid 0 0
Income Taxes Paid $ 0 $ 0
v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SYBLEU INC. (“Company”) was organized June 12, 2020 under the laws of the State of Wyoming.

The Company intends to engage primarily in the acquisition, licensing and development of regenerative medical applications up to the point of successful completion of Phase I and or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a June 30 year-end.

B. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1:  Quoted prices in active markets for identical assets or liabilities

Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

E. RESEARCH AND DEVELOPMENT COSTS

Research and development expenses relate primarily to the cost of discovery and research programs. Research and development costs are charged to expense as incurred. Research and development expenses consist mainly of evaluating potential Contract Research Organizations and filing of a provisional patent application.

F. STOCK BASED COMPENSATION

Stock issued for Employee Compensation 

Stock based compensation to employees is accounted for at the award’s fair value at grant, less the amount (if any) paid by the award recipient.

During the quarter ended September 30, 2023 no stock was issued for Employee Compensation.

Stock issued for Non-Employee Services

Stock Based compensation to non-employees is accounted for in accordance with ASC 505-50. ASC 505-50 requires entities to account for non-employee equity transactions based on either the fair value of the services received or the fair value of the equity instrument issued utilizing whichever measurement is most reliable

During the  quarter ended December 31, 2022  no stock was issued for Non-Employee Services .

Pursuant to ASC 505-50-30-11505-50-30-11 an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:

i.The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and
ii.The date at which the counterparty’s performance is complete.

G. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2023 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward.  However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

H.  BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of June 30, 2023.

I. INTANGIBLE ASSETS

 

The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company’s acquired intangible assets with definite useful lives consists of a 50% interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to (a) the intellectual property disclosed in US Patent US11377442B2 (Small molecule agonists and antagonists of NR2F6 activity) and (b) ) the intellectual property disclosed in US Patent US US10472351B2 (Small molecule agonists and antagonists of NR2F6 activity in animals).

v3.23.3
RECENT ACCOUNTING PRONOUNCEMENTS
3 Months Ended
Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 2RECENT ACCOUNTING PRONOUNCEMENTS 

The Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company has adopted the provisions of this ASU effective the fiscal year ended 2020. This guidance did not have a material impact on the Company’s Financial Statements.

On February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as “lessees,” to recognize on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This guidance is not expected to have a material impact on the Company’s financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. This guidance is not expected to have a material impact on the Company’s financial statements.

v3.23.3
GOING CONCERN
3 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated net losses of $676,933 during the period from June 12, 2020 (inception) through September 30, 2023. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

v3.23.3
RELATED PARTY TRANSACTIONS.
3 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS.

NOTE 4. RELATED PARTY TRANSACTIONS.

The Company utilizes approximately 500 square feet of office space at 1034 Throggs Neck Expressway, Bronx NY 10465 provided to the Company by Joseph G. Vaini, the Company’s sole officer and director, on a month to month basis free of charge. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

On January 8, 2023 the Company entered into an agreement with Joanne Vaini whereby Joanne Vaini agreed to provide bookkeeping services for the Company for the period beginning January 9, 2023 and ending July 9, 2024 (“Agreement”) for total consideration consisting of $15,000. Joanne Vaini is the spouse of Joseph G. Vaini the Company’s sole officer and director.

On June 26, 2023 the Company was granted an exclusive worldwide license by DYO Biotechnologies, Pty, Ltd (“DYO”) to (a) to make, have made, use, offer for sale, sell, perform, have performed export and import Licensed Products and Licensed Services; (b) to practice Licensed Methods; and (c) to use Technology, all in the Field, within the Territory and during the Term (the “License”).

“Technology” is defined in the License as” Artificial intelligence/machine learning engine designed to utilize existing chemical library structures in an integrated model to predict highly specific and sensitive novel chemical structures for molecular targets.”

“Licensed Products” are defined in the License as “any product, kit, composition, or part thereof: (a) that incorporates, uses, or is enabled or derived from the use of the Technology; or (b) that is produced or enabled by a Licensed Method.”

“Licensed Services” are defined in the License as “any service performed by Company or Sublicensee for the benefit of a third party that, in whole or in part, (a) uses Technology; (b) uses Licensed Product(s); or (c) that practices or is enabled by a Licensed Method.”

“Licensed Method” is defined in the License as “any method or process that uses Technology”

“Field” is defined in the License as small molecule drug development and commercialization for human and/or animal health.

“Territory” is defined in the License as “worldwide”.

The Term of the License is the period of time beginning on the effective date of this Agreement which shall be June 26, 2023 and terminating on the last to expire Royalty Term.

“Royalty Term” is defined in the License as that period of time beginning on the first commercial sale of a Licensed Product in a given country and, expires on a country-by-country basis with respect to each Licensed Product, upon the later of: (a) the expiration, abandonment, or invalidation of the last to expire, abandoned or invalidated Valid Claim of the Patent Rights in such country; (b) the expiration of any granted statutory period of marketing exclusivity within a country; and (c) 12 years from of the date of the first commercial sale of such Licensed Product in such country.

Pursuant to the terms and conditions of the License the Company shall raise $2,000,000 US through either debt or equity financing within 2 years of execution of this Agreement (“Funding”). The Company shall enter into a research collaboration agreement with DYO upon mutually acceptable terms and conditions within 30 days of Funding (“Research Agreement).

Substantially all of the Funding shall be utilized to enable the Technology for the benefit of developing Company’s existing and future small molecule drug intellectual property. It is anticipated that this research agreement will utilize substantially all of these funds over two years. It is agreed that the Company shall exclusively possess all right, title and interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to any and all inventions, discoveries, intellectual property and chemical structures resulting from this Research Agreement.

Pursuant to the terms and conditions of the License the Company shall pay to DYO a Royalty equal to five percent (5%) of the Net Sales ( as such term is defined in the License) of any Licensed Method, Service or Product per annum. The License also imposes an obligation upon the Company to make minimum royalty payments to DYO over the course of the Term.

Pursuant to the terms and conditions of the License the l Company paid to DYO 309,000 common shares of the Company (“Stock Payment”) and also paid a $25,000 License Issuance Fee.

DYO shall not, directly or indirectly, offer, issue, sell, contract to sell (including without limitation short sale), grant any option for the sale of, pledge or otherwise dispose of or transfer any or all of the Stock Payment for a period of two years from the date of issuance.

Pursuant to the terms and conditions of the License Upon the occurrence of each of the following events (each a “Milestone”)), the Company shall make a cash payment (“Milestone Payment”) in the amount corresponding to such Milestone within thirty days after achievement of each Milestone:

Milestone     AMOUNT  
1.  Dosing of a first human patient in a Phase I or Phase I/II Clinical Trial for Licensed Product     $150,000 US  
2.  Dosing of a first patient in a Phase III Clinical Trial for Licensed Product     $500,000 US  
3.  FDA (US) Approval of a Licensed Product     $3,000,000 US  
4.  EMA (EU) Approval of a Licensed Product     $1,500,000 US  
5.  PMDA (JPN) Approval of a Licensed Product     $1,000,000 US  
6. Cumulative Net Sales of Licensed Products reach $100 Million     $2,000,000 US  

This License may be terminated by DYO in the event:

No licensed Method, Service or Product has been granted Patent Protection in at least one jurisdiction after the expiration of four years from execution

The sum of $2,000,000 shall not have been raised within 2 years of execution of the license

The Research Agreement shall not have been entered into as of thirty days subsequent to the Funding.

The Company shall not have achieved cumulative Net Sales of Licensed Product, Service and Methods of at least $10,000,000 as of a date that is ten years from the execution of the license

The Company shall fail to pay any consideration required under the license and such failure remains uncured for thirty days.

This License may be terminated by the Company in the event:

DYO shall be determined to not have exclusive unencumbered Patent Rights to the Technology in whole or in part.

Any other entity shall be determined to have the right- exercised or not- to utilize the Technology ( in whole or in part) to develop make, use, offer for sale, sell, perform, have performed export and import and sell products, methods and services which can reasonably be expected to be similar to or competitive with products, methods and services to be developed by the Company utilizing the rights granted by the License. .

DYO shall have failed to demonstrate during the course of due diligence to the satisfaction of the Company that the Technology can be effectively utilized for the purposes intended by this License

In the event that the Agreement is terminated pursuant to the any of the abovementioned the Stock Payment shall be promptly returned by DYO to the Company for cancellation.

Dr. Harry Lander serves as Chief Scientific Officer of the Company and is a shareholder of the Company. Dr. Harry Lander also serves as Managing Director of DYO and is a controlling shareholder of DYO.

On July 14, 2023 the Company’s Chief Executive Officer made a $3,600 capital contribution to the Company.

On August 17, 2023 the Company’s Chief Executive Officer made a $311 capital contribution to the Company.

On August 30, 2023 the Company’s Chief Executive Officer made a $150 capital contribution to the Company.

On September 5, 2023 the Company’s Chief Executive Officer made a $1,000 capital contribution to the Company.

On September 29, 2023 the Company’s Chief Executive Officer made a $250 capital contribution to the Company.

v3.23.3
NOTES PAYABLE
3 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE


NOTE 5. NOTES PAYABLE

     
Bostonia Partners   $ 140,000  
Zander Therapeutics Inc.   $ 18,000  
Zander Biologics, Inc.   $ 300,000  
Notes Payable, as of September 30, 2023   $ 486,000  

$10,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable September 20, 2022.

$30,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable September 30, 2022.

$100,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable October 5, 2022.

$12,500 owed by the Company to Zander Therapeutics, Inc bears simple interest at 10% and is due and payable April 4, 2024.

$25,000 owed by the Company to Bostonia Partners bears simple interest at 10% and is due and payable June 29, 2024.

$300,000 owed by the Company to Zander Biologics, Inc bears simple interest at 10% and is due and payable June 30, 2025.

$5,500 owed by the Company to Zander Therapeutics, Inc bears simple interest at 10% and is due and payable August 2, 2024.

v3.23.3
INVESTMENT SECURITIES
3 Months Ended
Sep. 30, 2023
Schedule of Investments [Abstract]  
INVESTMENT SECURITIES

NOTE 6. INVESTMENT SECURITIES

On March 11, 2021 the Company was paid 6,500 common shares of Oncology Pharma, Inc. pursuant to an agreement entered into by and between the Company and Oncology Pharma, Inc. whereby the Company granted Oncology Pharma, Inc. an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by the Company.

On September 30, 2023 the Company revalued 6,500 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.

As of September 30, 2023:

Schedule Of Common Shares
6,500 Common Shares of Oncology Pharma, Inc.
 
 Basis    Fair Value    Total Unrealized Losses    Net Unrealized Gain or (Loss) during the quarter ended September 30, 2023 
$177,450   $423   $(177,027)  $(1,498)


v3.23.3
STOCKHOLDERS’ EQUITY
3 Months Ended
Sep. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following class of capital stock as of September 30, 2023:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 10,613,492 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF ACCOUNTING

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a June 30 year-end.

USE OF ESTIMATES

B. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH EQUIVALENTS

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1:  Quoted prices in active markets for identical assets or liabilities

Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

RESEARCH AND DEVELOPMENT COSTS

E. RESEARCH AND DEVELOPMENT COSTS

Research and development expenses relate primarily to the cost of discovery and research programs. Research and development costs are charged to expense as incurred. Research and development expenses consist mainly of evaluating potential Contract Research Organizations and filing of a provisional patent application.

STOCK BASED COMPENSATION

F. STOCK BASED COMPENSATION

Stock issued for Employee Compensation 

Stock based compensation to employees is accounted for at the award’s fair value at grant, less the amount (if any) paid by the award recipient.

During the quarter ended September 30, 2023 no stock was issued for Employee Compensation.

Stock issued for Non-Employee Services

Stock Based compensation to non-employees is accounted for in accordance with ASC 505-50. ASC 505-50 requires entities to account for non-employee equity transactions based on either the fair value of the services received or the fair value of the equity instrument issued utilizing whichever measurement is most reliable

During the  quarter ended December 31, 2022  no stock was issued for Non-Employee Services .

Pursuant to ASC 505-50-30-11505-50-30-11 an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:

i.The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and
ii.The date at which the counterparty’s performance is complete.
INCOME TAXES

G. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2023 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward.  However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

BASIC EARNINGS (LOSS) PER SHARE

H.  BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of June 30, 2023.

INTANGIBLE ASSETS

I. INTANGIBLE ASSETS

 

The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company’s acquired intangible assets with definite useful lives consists of a 50% interest in and to including, but not limited to, the copyrights, trade secrets, trademarks and associated good will and patent rights to (a) the intellectual property disclosed in US Patent US11377442B2 (Small molecule agonists and antagonists of NR2F6 activity) and (b) ) the intellectual property disclosed in US Patent US US10472351B2 (Small molecule agonists and antagonists of NR2F6 activity in animals).

v3.23.3
NOTES PAYABLE (Tables)
3 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Schedule of related party debt
     
Bostonia Partners   $ 140,000  
Zander Therapeutics Inc.   $ 18,000  
Zander Biologics, Inc.   $ 300,000  
Notes Payable, as of September 30, 2023   $ 486,000  
v3.23.3
INVESTMENT SECURITIES (Tables)
3 Months Ended
Sep. 30, 2023
Schedule of Investments [Abstract]  
Schedule Of Common Shares
Schedule Of Common Shares
6,500 Common Shares of Oncology Pharma, Inc.
 
 Basis    Fair Value    Total Unrealized Losses    Net Unrealized Gain or (Loss) during the quarter ended September 30, 2023 
$177,450   $423   $(177,027)  $(1,498)
v3.23.3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
3 Months Ended
Sep. 30, 2023
USD ($)
shares
Defined Benefit Plan Disclosure [Line Items]  
Uncertain tax positions | $ $ 0
Employee [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture 0
Non Employee [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Number of shares issued for services 0
v3.23.3
GOING CONCERN (Details Narrative)
40 Months Ended
Sep. 30, 2023
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Net income loss $ 676,933
v3.23.3
RELATED PARTY TRANSACTIONS. (Details Narrative) - USD ($)
3 Months Ended
Jan. 08, 2023
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Sep. 06, 2023
Sep. 01, 2023
Aug. 18, 2023
Jul. 15, 2023
Related Party Transaction [Line Items]                
[custom:StockIssuedDuringPeriodSharesIssuedForConsideration]     309,000          
[custom:LicenseFees]   $ 2,949 $ 25,000 $ 2,949        
[custom:CapitalContribution-0]   $ 250     $ 1,000 $ 150 $ 311 $ 3,600
Joanne Vaini [Member]                
Related Party Transaction [Line Items]                
Related Party Transaction, Amounts of Transaction $ 15,000              
v3.23.3
NOTES PAYABLE (Details)
Sep. 30, 2023
USD ($)
Defined Benefit Plan Disclosure [Line Items]  
Notes payable, related parties $ 486,000
Bostonia Partners [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable, related parties 140,000
Zander Therapeutics Inc [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable, related parties 18,000
Zander Biologics Inc [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable, related parties $ 300,000
v3.23.3
NOTES PAYABLE (Details Narrative)
3 Months Ended
Sep. 30, 2023
USD ($)
Bostonia Partners 1 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 10,000
Interest rate 10.00%
Maturity date Sep. 20, 2022
Bostonia Partners 2 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 30,000
Interest rate 10.00%
Maturity date Sep. 30, 2022
Bostonia Partners 3 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 100,000
Interest rate 10.00%
Maturity date Oct. 05, 2022
Zander Therapeutics Inc 1 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 12,500
Interest rate 10.00%
Maturity date Apr. 04, 2024
Bostonia Partners 4 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 25,000
Interest rate 10.00%
Maturity date Jun. 29, 2024
Zander Biologics Inc 1 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 300,000
Interest rate 10.00%
Maturity date Jun. 30, 2025
Zander Therapeutics Inc 2 [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Notes payable related parties $ 5,500
Interest rate 10.00%
Maturity date Aug. 02, 2024
v3.23.3
INVESTMENT SECURITIES (Details) - Oncology Pharma Inc [Member]
3 Months Ended
Sep. 30, 2023
USD ($)
Schedule of Investments [Line Items]  
Investment securities, basis $ 177,450
Investment securities, fair value 423
Investment securities, total unrealized losses (177,027)
Investment securities, net unrealized gain or loss realized $ (1,498)
v3.23.3
INVESTMENT SECURITIES (Details Narrative) - shares
3 Months Ended
Mar. 11, 2021
Sep. 30, 2023
Oncology Pharma Inc [Member]    
Schedule of Investments [Line Items]    
Number of shares issued for property dividend 6,500 6,500
v3.23.3
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares
Sep. 30, 2023
Jun. 30, 2023
Equity [Abstract]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 10,613,492  
Common stock, shares outstanding 10,613,492 10,613,492

SYBLEU (CE) (USOTC:SYBE)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more SYBLEU (CE) Charts.
SYBLEU (CE) (USOTC:SYBE)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more SYBLEU (CE) Charts.