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: March 31,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)

_____________________

(718)(800) 795-7790807-4631

(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:

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.

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 March 31,September 30, 2023 there were 10,304,49210,613,492 shares of common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYBLEU INC.

Notes to Condensed Financial Statements

As of March 31,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.

TheThe 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 March 31,September 30, 2023 0no shares of common stock werewas issued as employee compensation.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:

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 March 31,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 March 31,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 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"(“FASB”) issued Accounting Standards Update ("ASU"(“ASU”) 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as "lessees,"“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.

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 $418,362676,933 during the period from June 12, 2020 (inception) through March 31,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.

“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:

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

$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 October 5, 2022June 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.

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 March 31,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 March 31,September 30, 2023:

NOTE 7. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following class of capital stock as of March 31,September 30, 2023:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 10,304,49210,613,492 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.

ITEM 2. MANAGEMENT'SMANAGEMENT’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'sCompany’s expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concerning industry performance, the Company'sCompany’s operations, economic performance, financial conditions, margins and growth in sales of the Company'sCompany’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'sCompany’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, 20222023 . All references to” We”, “Us”, “Company” or the “Company” refer to SYBLEU INC.

As of March 31,September 30, 2023 we had Cashcash of $2,388$132 and as of June 30, 20222023 we had Cashcash of $66,850. The$3,786. .The decrease in cash of approximately 96% is primarily attributable to (a) $15,000 paid out to Joanne Vaini whereby Joanne Vaini agreed to provide bookkeeping services forcash expended in the Company for the period beginning January 9, 2023 and ending July 9, 2024 (“Agreement”) for total consideration consistingoperation of $15,000 and (b) $12,500 paid to Wilson Davis and Co., a registered Broker Dealer, for assistance in obtaining DTC eligibility for the Company’s common shares. DTC Eligibility means that a public company's securities are able to be deposited through Depository Trust and Clearing Corporation..

Joanne Vaini is the spouse of Joseph G. Vaini the Company’s sole officer and director.business.

As of March 31,June 30, 2023 we had Prepaid Expenses of $30,521$24,762 and as of September 30, 20222023 we had Prepaid Expenses of 0.$18,468. The decrease in Prepaid Expenses recognized as of March 31, 2023 areapproximately 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.

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.

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.

On January 8, 2023 an agreement was entered into by and between Joanne Vaini and the Company whereby Joanne Vaini shall assist the Company with entry and updating of financial records in Qucikbooks. The term of this agreement commenced on January 9, 2023 and shall expire on July 9,2024

As of March 31,June 30, 2023 we had Investment Securities of $1,203$1,920 and as of JuneSeptember 30, 20222023 we had Investment Securities of $9,529.$423.

The decrease in Investment Securities of approximately 87.4%78% is attributable to the revaluation as of March 31,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 March 31,June 30, 2023 we had expenses accruedExpenses Accrued but unpaidUnpaid of %1,769$15,500 and as of JuneSeptember 30, 20222023 we had expenses accruedExpenses Accrued but unpaidUnpaid of $452.$6,914. The increasedecrease of approximately 291%55% is primarily attributable to expensesthe reclassification of $1,537 recognized during the period in connection with an agreement with a third party to provide on demand telephone support to the Company related to any and all hardware and software computer issues .$12,500 of Expenses Accrued but Unpaid as Common Stock Payable.

As of March 31,June 30, 2023 we had Interest Accrued but Unpaid of $23,607$27,476 consisting completely of interest accrued but yet to be paid on Notes Payable and as of JuneSeptember 30, 20222023 we had Interest Accrued but Unpaid of $13,253$35,573 consisting completely of interest accrued but yet to be paid on Notes Payable.

The increase in Interest Accrued but Unpaid of approximately 78.1%44% is attributable to $10,352 of interest accrued but not paid on $140,000 in Notes payable during the nine months ended March 31, 2023.

As of March 31, 2023 we recognized Unearned Income of $152,918 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 CompanyPayable during the quarter ended March 31, 2021 which are beingSeptember 30, 2023 but yet to be paid.

During the quarter ended September 30, 2023 the Company recognized overan Operating Loss of $126,724 and during the termquarter ended September 30, 2022 the Company recognized an Operating Loss of the license.$9,721. The decrease in Unearned Incomeincrease of 1,200% is primarily attributable to the recognition of these fees as earned as required pursuant$105,000 of Intellectual Property acquisition costs recognized during the quarter ended September 30, 2023 connected to Accounting Standards Update 2014-09, Revenuethe purchase of certain intellectual property from Contracts with Customers (Topic 606).Zander Biologics Inc. on June 30, 2023.

TheDuring the quarter ended September 30, 2023 the Company recognized revenuea Net Loss of $2,883$145,639 and during the quarter ended March 31, 2023 and revenue of $2,885 for the same period ended 2022. In both periods revenue was attributable to $177, 450 in licensing fees paid toSeptember 30, 2022 the Company during the quarter ended March 31, 2021 which are being recognized over the term of the license.

an Operating Loss of $24,625 recognized during the quarter ended March 31, 2022 was approximately 16% higher than the Operating Loss recognized during the same period ended 2021 which was $12,756.$19,750. The increase in Operating Loss is largely attributable to $12,500 in consulting fees paid during the period ended 2023 to Wilson Davis and Co., a registered Broker Dealer, for assistance in obtaining DTC eligibility for the Company’s common shares. DTC Eligibility means that a public company's securities are able to be deposited through Depository Trust and Clearing Corporation.

Net Loss for the quarter ended March 31, 2023 was $29,034 which is approximately 7% higher than the Net Loss recognized by the Company during the same period ended 2022. This is primarily attributable to higher operating expenses incurred during the period ended 2023 as compared to the same period ended 2022.

The Company recognized revenue of $8,780 during the nine months ended March 31, 2023 and revenue of $8,783 for the same period ended 2022. 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 $39,338 recognized during the nine months ended March 31, 2023 was approximately 23% lower than the Operating Loss recognized during the same period ended 2022 which was $51,391. The decrease in Operating Loss is primarily attributable to lower General and Administrative and Consulting expenses incurred during the period ended 2023 as compared to the same period ended 2022.

Net Loss for the nine months ended March 31, 2023 was $67,311 which is approximately 70% lower than the Net Loss recognized by the Company during the same period ended 2022. This decrease637% is primarily attributable to the recognition of $161,200$105,000 of Unrealized Loss on Investment SecuritiesIntellectual Property acquisition costs recognized during the periodquarter ended 2022 .September 30, 2023 connected to the purchase of certain intellectual property from Zander Biologics Inc. on June 30, 2023.

As of March 31,September 30, 2023 we had $2,388$132 in cash on hand and current liabilities of $176,311$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.

As of March 31, 2023 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 JanuaryJuly 1, 2023 and ending on March 31,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.

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 March 31,September 30, 2023.

EXHIBITS