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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: December 31, 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
(Address of principal executive offices)

(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 December 31, 2023 there were 10,613,492 shares of common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYBLEU INC.

CONDENSED BALANCE SHEETS


	As of December 31, 2023			As of June 30, 2023
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	175		$	3,786
Prepaid Expenses		9,033			15,613
Other Current Assets		2,006
Total Current Assets	$	11,214		$	19,399
OTHER ASSETS
Investment Securities		1			1,920
Prepaid Expenses ( Long Term)		3,578			9,149
Acquired Intangible Assets, net of amortization		289,361			300,000
Total Other Assets		292,940			311,069
TOTAL ASSETS	$	304,154		$	330,468

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income Taxes Payable		0			10,935
Notes Payable		188,500			177,500
Expenses Accrued but Unpaid		9,677			15,500
Interest Accrued but Unpaid		51,833			27,476
Total Current Liabilities		250,010			231,411
Long Term Liabilities:
Unearned Income		144,104			150,002
Note Payable		300,000			300,000
Total Liabilities	$	694,114		$	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 December 31, 2023 and 10,613,492 shares issued and outstanding as of June 30, 2023
Additional Paid in capital		179,348			179,348
Common Stock Payable		117,500			0
Contributed Capital		9,344			0
Retained Earnings (Deficit )		(697,214	)		(531,355	)
Total Stockholders' Equity (Deficit)		(389,960	)		(350,945	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	304,154		$	330,468

The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.

CONDENSED STATEMENT OF OPERATIONS

(unaudited)


	Quarter Ended December 31, 2023			Quarter Ended December 31, 2022			Six Months Ended December 31, 2023			Six Months Ended December 31 2022
REVENUES
License Fees		2,949			2,948			5,898			5,897
TOTAL REVENUES	$	2,949		$	2,948		$	5,898		$	5,897
COSTS AND EXPENSES
Research and Development:
Staff Expenses		949			345			1,898			345
Licensing Expenses		2,493						4,986
Intellectual Property Acquisition Costs								105,000
Total Research and Development		3,442			345			111,884			345
General and Administrative:
Transfer Agency Fees		762			691			1,635			1,332
Other General and Administrative Expenses		4,411			1,404			9,532			2,433
Total General and Administrative		5,173			2,095			11,167			3,765
Consulting, Related Party		2,495						4,991
Legal Fees		1,500						1,500
Accounting		5,500			5,500			16,500			16,500
Information Technology Consulting								1,742
Total Consulting		7,000			5,500			19,742			16,500
Total Costs and Expenses		18,111			7,940			147,784			20,610
OPERATING Income( LOSS)	$	(15,162	)	$	(4,992	)	$	(141,886	)	$	(14,713	)

OTHER INCOME AND EXPENSES
Unrealized Gain ( Loss) on Investment Securities		(421	)		(790	)		(1,919	)		(7,329	)
Stock Cancellation Expense					(9,294	)					(9,294	)
Interest Income( Expense)		(12,260	)		(3,451	)		(24,357	)		(6,941	)
Gain on Recalculation of Tax Liability		12,941						12,941
Amortization of Acquired Intangible Assets		(5,320	)					(10,639	)
TOTAL OTHER INCOME ( EXPENSES)		(5,060	)		(13,535	)		(23,974	)		(25,564	)

NET INCOME (LOSS) before taxes		(20,221	)		(18,527	)		(165,860	)		(38,277	)
Provision for Income Taxes		0			0			0			0
NET INCOME (LOSS)	$	(20,221	)	$	(18,527	)	$	(165,860	)	$	(38,277	)
BASIC AND FULLY DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		10,613,492			10,394,301			10,613,492			10,406,215

The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.

CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)

(Unaudited)

For the Six Months Ended December 31, 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	)
Cancellation of shares 12/13/2022		(6,113,508	)	$	(611	)	$	(95	)								$	(706	)
Issuance of shares for services 12/12/2022		6,000,000		$	600		$	22,260			—			—		—	$	22,860
Net Loss for the quarter ended December 31, 2022		—			—			—		$	(18,527	)		—		—	$	(18,527	)
Balance December 31, 2022		10,304,492		$	1,031		$	122,214		$	(389,328	)		—		—	$	(266,083	)

For the Six Months Ended December 31, 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	)
Net Loss for the three months ended December 31 2023		—			—			—		$	(20,221	)		—		—	$	(20,221	)
Capital Contributions during the three months ended December 31, 2023		—			—			—			—		$	4,033		—	$	4,033
Balance December 31, 2023		10,613,492		$	1,062		$	179,348		$	(697,215	)	$	9,344	$	117,500	$	(389,960	)

The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)


	Six Months Ended December 31, 2023			Six Months Ended December 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES	$	(165,860	)	$	(38,277	)
Net Income (Loss)
Adjustments to reconcile net Income (loss) to net cash
Changes in Operating Assets and Liabilities					909
(Increase) Decrease in Prepaid Expenses		12,151
Increase (Decrease) in Accrued Expenses		31,035			6,640
(Increase) Decrease in Securities accepted as Payment		0
Increase( Decrease) in Unearned Income		(5,898	)		(5,897	)
Increase ( Decrease) in Income Tax Payable		(10,935	)
Decrease in Common Stock		0			(611	)
Decrease in Additional Paid in Capital		0			(95	)
Unrealized Loss (Gain) in Investment Securities		1,919			7,329
Increase in Common Stock Payable		105,000
Increase in Amortization of Acquired Intangible Assets		10,640
(Increase) Decrease in Other Receivable		(2,006	)
Increase in Capital Contributions		9,344
Net Cash provided by (used) in Operating Activities	$	(14,611	)	$	(30,002	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Notes Payable, Related Parties
Increase (Decrease) in Notes Payable		11,000
Common Stock issued for Cash
Net Cash provided by (used) in Financing Activities		11,000

Net Increase (Decrease) in Cash	$	(3,611	)	$	(30,002	)

Cash at Beginning of Period		3,786			66,850
Cash at End of Period	$	175		$	36,848

Supplemental Cash Flow Information:
Interest Paid	$	—		$	—
Income Taxes Paid	$	—		$	—

The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.

Notes to Condensed Financial Statements

As of December 31, 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.

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 December 31, 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, 2023 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:

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).

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.

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 $697,215 during the period from June 12, 2020 (inception) through December 31, 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:

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.

During the Quarter ended December 31, 2023 the Company’s Chief Executive Officer made capital contributions to the Company totaling $4,033.

NOTE 5. NOTES PAYABLE

Schedule of related party debt
Bostonia Partners	$	140,000
Zander Therapeutics Inc.	$	23,500
Zander Biologics, Inc.	$	300,000
Notes Payable, as of December 31, 2023	$	488,500

$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.

$5,500 owed by the Company to Zander Therapeutics, Inc bears simple interest at 10% and is due and payable October 16, 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 December 31, 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 December 31, 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 December 31, 2023
$	177,450	$	1	$	(177,449	)	$	(421	)

NOTE 7. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following class of capital stock as of December 31, 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.

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 December 31, 2023 we had cash of $175 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 December 31, 2023 we had Prepaid Expenses of $12,611. The decrease in Prepaid Expenses of approximately 49% is primarily 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 Income Taxes Payable of $10,935 and as of December 31, 2023 we had Income Taxes Payable of $0. The decrease in Income Taxes Payable resulted from a recalculation of tax liability for the tax year ended 2021 as a result of application of a Net Operating Loss Carryover of $60, 219. This action also resulted in a refund on taxes paid due but not yet paid to the Company of $2,006 reflected on the Company’s Balance Sheets as of December 31, 2023 as Other Current Assets.

As of June 30, 2023 we had Investment Securities of $1,920 and as of December 31, 2023 we had Investment Securities of $1.

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. The decrease in Investment Securities is attributable to the revaluation as of December 31, 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 $9,997. The decrease of approximately 37% 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 December 31, 2023 we had Interest Accrued but Unpaid of $51,833 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 six months ended December 31, 2023 but yet to be paid.

During the quarter ended December 31, 2023 the Company recognized an Operating Loss of $15,162 and during the quarter ended December 31, 2022 the Company recognized an Operating Loss of $4,992. The increase of approximately 204% is primarily attributable to increased expenses recognized in the categories of Research and Development, General and Administrative Expenses and Consulting Expenses during the quarter ended 2023 as compared to the quarter ended 2022.

During the quarter ended December 31, 2023 the Company recognized a Net Loss of $20,221 and during the quarter ended September 30, 2022 the Company recognized a Net Loss of $18,527. This increase of approximately 9% is primarily attributable to increased expenses recognized in the categories of Research and Development, General and Administrative Expenses and Consulting Expenses during the quarter ended 2023 as compared to the quarter ended 2022 offset by the recognition of a gain of $12,921 during the quarter ended December 31, 2023 attributable to a Recalculation of Income Tax Liability.

During the six months ended December 31, 2023 the Company recognized an Operating Loss of $141,866 and during the six months ended December 31, 2022 the Company recognized an Operating Loss of $14,713. The increase of approximately 864% 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.

During the six months ended December 31, 2023 the Company recognized a Net Loss of $168,560 and during the six months ended December 31, 2022 the Company recognized a Net Loss of $38,277. The increase of approximately 333% 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 December 31, 2023 we had $175 in cash on hand and current liabilities of $250,010 such liabilities consisting of 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 October 1, 2023 and ending on December 31, 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 December 31, 2023.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission Of Matters To A Vote Of Security Holders

None.

Item 5. Other Information

During the three months ended December 31, 2023, none of the Company’s directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

EXHIBITS

Exhibit	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
10.19	Note Payable $5,500

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:	January 23, 2024

		SYBLEU INC

	By:	/s/ Joseph G. Vaini
	Name:	Joseph G. Vaini
	Title:	Chief Financial Officer, Director

	Date:	January 23, 2024

SYBLEU Inc 10-Q