UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
(Mark One)
For the quarterly period ended:
For the transition period from
Commission
File Number:
_____________________
(Exact name of registrant as specified in its charter)
_____________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 91942 | ||
| (Address of principal executive offices) | (Zip Code) |
(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.
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).
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 ☐ |
| 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 ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
As of January 12, 2023 there were shares of common stock issued and outstanding.
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| SYBLEU INC. | ||||||||
| CONDENSED BALANCE SHEETS | ||||||||
| As of December 31 , 2022 | As of June 30, 2022 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | $ | $ | ||||||
| OTHER ASSETS | ||||||||
| Investment Securities | ||||||||
| Prepaid Expenses ( Long Term) | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Income Taxes Payable | ||||||||
| Notes Payable | ||||||||
| Notes Payable, Related Party | ||||||||
| Expenses Accrued but Unpaid | ||||||||
| Interest Accrued but Unpaid | ||||||||
| Total Current Liabilities | ||||||||
| Long Term Liabilities: | ||||||||
| Unearned Income | ||||||||
| Total Liabilities | $ | $ | ||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Common Stock ($.0001 par value) shares authorized; par value $; shares issued and outstanding as of June 30, 2022 and shares issued and outstanding as of December 31, 2022 | ||||||||
| Additional Paid in capital | ||||||||
| Retained Earnings (Deficit ) | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ | $ | ||||||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||
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| SYBLEU INC. | ||||||||||||||||
| CONDENSED STATEMENT OF OPERATIONS | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| Quarter ended December 31, 2022 | Quarter ended December 31, 2021 | Six Months Ended December 31, 2022 | Six Months Ended December 31, 2021 | |||||||||||||
| REVENUES | ||||||||||||||||
| License Fees | ||||||||||||||||
| TOTAL REVENUES | $ | $ | $ | $ | ||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| Research and Development: | ||||||||||||||||
| Staff Expenses | ||||||||||||||||
| Consulting Costs | ||||||||||||||||
| Patent Application Costs | ||||||||||||||||
| Total Research and Development | ||||||||||||||||
| General and Administrative: | ||||||||||||||||
| Transfer Agency Fees | ||||||||||||||||
| Other General and Administrative Expenses | ||||||||||||||||
| Total General and Administrative | ||||||||||||||||
| Consulting: | ||||||||||||||||
| Legal Fees | ||||||||||||||||
| Accounting | ||||||||||||||||
| Other Consulting | ||||||||||||||||
| Information Technology Consulting | ||||||||||||||||
| Total Consulting | ||||||||||||||||
| Rent | ||||||||||||||||
| Total Costs and Expenses | ||||||||||||||||
| OPERATING Income( LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| OTHER INCOME AND EXPENSES | ||||||||||||||||
| Unrealized Gain ( Loss) on Investment Securities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Stock Cancellation Expense | ( | ) | ( | ) | ||||||||||||
| Interest Income( Expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| TOTAL OTHER INCOME ( EXPENSES) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET INCOME ( LOSS) before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Inocme Taxes | ||||||||||||||||
| NET INCOME ( LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| BASIC AND FULLY DILUTED LOSS PER SHARE | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||||||||||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||||||||||
| 3 |
| SYBLEU INC. | ||||||||||||||||||
| CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) | ||||||||||||||||||
| For the Six Months Ended December 31, 2022 | ||||||||||||||||||
| (unaudited) | ||||||||||||||||||
| Common | ||||||||||||||||||
| Shares | Amount | Additional Paid in Capital | Retained Deficit | Total | ||||||||||||||
| Balance June 30,2022 | $ | $ | $ | ( | ) | $( | ||||||||||||
| Net Loss for the quarter ended September 30, 2022 | ( | ) | ( | |||||||||||||||
| Balance September 30, 2022 | $ | $ | $ | ( | ) | $( | ||||||||||||
| Cancellation of shares 12/13/2022 | ( | ) | $ | ( | ) | $ | ( | ) | $( | |||||||||
| Issuance of shares for services 12/12/2022 | $ | $ | $ | |||||||||||||||
| Net Loss for the quarter ended December 31, 2022 | $ | ( | ) | $( | ||||||||||||||
| Balance December 31,2022 | $ | $ | $ | ( | ) | $( | ||||||||||||
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| SYBLEU INC. | ||||||||||||||||||||
| CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT) | ||||||||||||||||||||
| For the Six Months Ended December 31, 2021 | ||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||
| Common | ||||||||||||||||||||
| Shares | Amount | Additional Paid in Capital | Retained Deficit | Total | ||||||||||||||||
| Balance June 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss for the three months ended September 30,2021 | ( | ) | $ | ( | ) | |||||||||||||||
| Balance September 30,2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss for the three months ended December 31,2021 | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Balance December 31, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The Accompanying Notes are an Integral Part of These Financial Statements
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| SYBLEU INC. | ||||||||
| CONDENSED STATEMENT OF CASH FLOWS | ||||||||
| (unaudited) | ||||||||
| Six Months Ended December 31, 2022 | Six Months Ended December 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| 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 | ||||||||
| Increase (Decrease) in Accrued Expenses | ||||||||
| (Increase) Decrease in Securities accepted as Payment | ||||||||
| Increase( Decrease) in Unearned Income | ( | ) | ( | ) | ||||
| Increase ( Decrease) in Income Tax Payable | ||||||||
| Decrease in Common Stock | ( | ) | ||||||
| Decrease in Additional Paid in Capital | ( | ) | ||||||
| Unrealized Loss ( Gain) in Investment Securities | ||||||||
| Net Cash provided by (used) in Operating Activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Increase ( Decrease) in Notes Payable, Related Parties | ( | ) | ||||||
| Increase ( Decrease) in Notes Payable | ||||||||
| Common Stock issued for Cash | ||||||||
| Net Cash provided by (used) in Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ( | ) | $ | |||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Interest Paid | $ | $ | ||||||
| Income Taxes Paid | $ | $ | ||||||
| The Accompanying Notes are an Integral Part of These Financial Statements | ||||||||
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SYBLEU INC.
Notes to Condensed Financial Statements
As of December 31, 2022
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 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.
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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 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 December 31, 2022 shares of common stock were issued as employee compensation.
In determining Fair Value for shares issued to employees an asset based valuation method was utilized , specifically Enterprise Value(Assets Less Cash and Cash Equivalents plus Fair Value of Debt) less Fair Value of Debt. The following inputs were utilized.
| Fair Value of Intellectual Property | $ | |||
| Securities | $ | |||
| Notes Payable | $ | |||
| Accrued Interest | $ | |||
| Taxes Payable | $ | |||
| Less Total Debt | $ | ( | ) | |
| Portion of Enterprise Value available to shareholders | $ | |||
| Fair Value per share | $ |
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 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. |
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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 December 31, 2022 the Company had
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.
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 December 31, 2022.
NOTE 2. RECENT 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 $
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 $
NOTE 5. NOTES PAYABLE
| Bostonia Partners | ||||
| Notes Payable, as of December 31, 2022 | $ | |||
$
$
$
| 10 |
NOTE 6. INVESTMENT SECURITIES
On March 11, 2021 the Company was paid 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 December 31, 2022 the Company revalued common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.
As of December 31, 2022:
| 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 December 31, 2022 | |||||||||||
| $ | $ | $ | ( | ) | $ | ( | ) | |||||||
NOTE 7. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following class of capital stock as of December 31, 2022:
Common stock, $ par value; shares authorized: 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.
NOTE 8 . STOCK ISSUANCES AND CANCELLATIONS
On December 12, 2022 the Company issued common shares to Joseph G Vaini pursuant to an agreement whereby Joseph G. Vaini agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company.
On December 12, 2022 the Company issued common shares to Harry Lander pursuant to an agreement whereby Harry Lander agreed to serve as Chief Scientific Officer of the Company.
On
December 13, 2022 the Company cancelled common shares owned by David Koos, the Company’s previous sole officer and director,
and a company controlled by David Koos. Effective December 13, 2022 David Koos resigned as a Director of the Company and also resigned
from any and all other offices he had held of the Company (“Resignation”) . In connection with his Resignation Koos has returned
any and all common shares directly or indirectly held by Koos to the Company for cancellation. Also in connection with his Resignation
Koos and the Company have entered into an agreement ( “Separation Agreement”) whereby the Company shall pay Koos the sum
of $
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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 amended Form S-1 (Amendment No.3) dated October 13, 2020 , the Company’s Form 10-K/A for the period ended June 30, 2021and the Company’s Form 10-K for the period ended June 30, 2022 . All references to” We”, “Us”, “Company” or the “Company” refer to SYBLEU INC.
As of December 31, 2022 we had Cash of $36,848 and as of June 30, 2022 we had Cash of $66,850.
The decrease in cash of approximately 45% is attributable to cash expended in conducting the business of the Company as well as $10,000 paid to David Koos, the former CEO of the Company, in consideration of the cancellation of 6,113,508 common shares of the Company beneficially owned by David Koos.
As of December 31, 2022 we had Investment Securities of $2,200 and as of June 30, 2022 we had Investment Securities of $9,529.
The decrease in Investment Securities of approximately 76.91% is attributable to the revaluation as of December 31, 2022 of 6,500 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.
As
of December 31, 2022 we had Prepaid Expenses of $21,951 and as of September 30, 2022 we had Prepaid Expenses of 0. Prepaid Expenses recognized
as of December 31, 2022 are attributable to
(a) 3,000,000 common shares issued to Joseph G Vaini
(b) 3,000,000 common shares issued to Dr. Harry Lander.
On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Joseph G. Vaini (“Vaini”) whereby Vaini has agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Vaini shall perform such duties commensurate with his offices and as directed the BOD.
The Term of this Agreement shall commence on December 13, 2022 and shall expire on December 13, 2023 unless sooner terminated in accordance with specified provisions contained therein.
As sole compensation for performing his duties pursuant to the Agreement Vaini received 3,000,000 of the Common Shares of the Company ( “Vaini Stock Payment”).Vaini has agreed that for a period of three years from December 9, 2022 Vaini shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Vaini stock payment.
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On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Harry Lander (“Lander”) whereby Lander has agreed to serve as Chief Scientific Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Lander’s duties will include:
Identifying and introducing to the Company Contract Research Organizations
Identifying and introducing to the Company potential strategic partners
Identifying and introducing to the Company potential members for the Company’s Scientific Advisory Board
Assisting the Company in patent application and prosecution.
The Term of this Agreement shall commence on December 9, 2022 and shall expire on December 8, 2025 unless sooner terminated in accordance with specified provisions contained therein.
As sole compensation for performing his duties pursuant to the Agreement Lander received 3,000,000 of the Common Shares of the Company (“Lander Stock Payment”).Lander has agreed that for a period of three years from December 9, 2022 Lander shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Lander stock payment.
As
of December 31, 2022 we had Interest Accrued but Unpaid of $20,196 consisting completely of interest accrued but yet to be paid on Notes
Payable and as of June 30, 2022 we had Interest Accrued but Unpaid of $13,253 consisting completely of interest accrued but yet to be
paid on Notes Payable.
The increase in Interest Accrued but Unpaid of approximately 52% is attributable to 6,941 of interest
accrued but not paid on $140,000 in Notes payable during the six months ended December 31, 2022.
As of December 31, 2022 we had Expenses Incurred but Unpaid of $150 and as of June 30, 2022 we had Expenses Incurred but Unpaid of $452. The decrease in Expenses Incurred but Unpaid of approximately 68% is primarily attributable to payment of fees owed to the Company’s Transfer Agent.
As of December 31, 2022 we recognized Unearned Income of $155,801 and as of June 30, 2022 we recognized Unearned Income of $161,699. Unearned income recognized by the Company is completely attributable to $177, 450 in licensing fees paid to the Company during the quarter ended March 31, 2021 which are being recognized over the term of the license. The decrease in Unearned Income of approximately 19% is attributable to recognition of these fees as earned as required pursuant to Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606).
The Company recognized revenue of $2,948 during the quarter ended December 31, 2022 and revenue of $2,949 for the same period ended 2021. In both periods revenue was attributable to $177, 450 in licensing fees paid to the Company during the quarter ended March 31, 2021 which are being recognized over the term of the license.
Operating Loss of $4,992 recognized during the quarter ended December 31, 2022 was approximately 61% lower than the Operating Loss recognized during the same period ended 2021 which was $12,756. The decrease in Operating Loss is primarily attributable to lower General and Administrative and Research and Development expenses incurred during the period ended 2022 as compared to the same period ended 2021.
Net Loss for the quarter ended December 31, 2022 was $18,527 which is approximately 70% lower than the Net Loss recognized by the Company during the same period ended 2021. This decrease is primarily attributable to the recognition of $44,005 of Unrealized Loss on Investment Securities during the period ended 2021 partially offset by $9,294 in expenses related to cancellation of common stock incurred during the quarter ended December 31, 2022.
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The Company recognized revenue of $5,897 during the six months ended December 31, 2022 and revenue of $5,898 for the same period ended 2021. In both periods revenue was attributable to $177, 450 in licensing fees paid to the Company during the quarter ended March 31, 2021 which are being recognized over the term of the license.
Operating Loss of $14,713 recognized during the six months ended December 31, 2022 was approximately 51% lower than the Operating Loss recognized during the same period ended 2021 which was $30,089. The decrease in Operating Loss is primarily attributable to lower General and Administrative, Consulting and Research and Development expenses incurred during the period ended 2022 as compared to the same period ended 2021.
Net Loss for the six months ended December 31, 2022 was $38,277 which is approximately 80% lower than the Net Loss recognized by the Company during the same period ended 2021. This decrease is primarily attributable to the recognition of $158,925 of Unrealized Loss on Investment Securities during the period ended 2021 partially offset by $9,294 in expenses related to cancellation of common stock incurred during the quarter ended December 31, 2022.
As of December 31, 2022 we had $36,848 in cash on hand and current liabilities of $171,281 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.
As of December 31, 2022 the Company was not party to any binding agreements which would commit SYBLEU to any material capital expenditures.
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 October 1, 2022 and ending on December 31, 2022, 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.
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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
On December 12, 2022 the Company issued 3,000,000 common shares (“Shares”) to Joseph G Vaini pursuant to an agreement whereby Joseph G. Vaini agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company.
On December 12, 2022 the Company issued 3,000,000 common shares (“Shares”) to Harry Lander pursuant to an agreement whereby Harry Lander agreed to serve as Chief Scientific Officer of the Company.
On December 13, 2022 the Company cancelled 6,113,508 common shares owned by David Koos, the Company’s previous sole officer and director, and a company controlled by David Koos. Effective December 13, 2022 David Koos resigned as a Director of the Company and also resigned from any and all other offices he had held of the Company (“Resignation”) . In connection with his Resignation Koos has returned any and all common shares directly or indirectly held by Koos to the Company for cancellation. Also in connection with his Resignation Koos and the Company have entered into an agreement ( “Separation Agreement”) whereby the Company shall pay Koos the sum of $10,000.
All Shares issued were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.
EXHIBITS
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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: |
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: |
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