SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission File No. 333-248059
| | SYBLEU INC. | |
| | (Exact name of small business issuer as specified in its charter) | |
| Wyoming | | 85-1412307 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | 4700 Spring Street, St 304, La Mesa, California 91942 | |
| | (Address of Principal Executive Offices) | |
| | | |
| | (619)-227-9192 | |
| | (Issuer’s telephone number) | |
| | | |
| | | |
| | (Former name, address and fiscal year, if changed since last report) | |
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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,” “non-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 |
☐
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 20,2021 there were 10,418,000 shares of common stock issued and outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes ☐ No ☒
Transitional Small Business Disclosure Format (Check One)
Yes ☐ No ☒
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYBLEU INC.
CONDENSED BALANCE SHEETS
| | | | | | | | | |
| | | As of September 30, 2021 | | As of June 30, 2021 |
| | | (unaudited) | | |
| ASSETS | | | | |
| CURRENT ASSETS | | | | | | | | |
| Cash | | $ | 34,647 | | | $ | 14,297 | |
| Prepaid Expenses | | | | | | | | |
| Total Current Assets | | $ | 34,647 | | | $ | 14,297 | |
| OTHER ASSETS | | | | | | | | |
| Investment Securities | | | 70,330 | | | | 185,250 | |
| Total Other Assets | | | 70,330 | | | | 185,250 | |
| TOTAL ASSETS | | $ | 104,977 | | | $ | 199,547 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Income Taxes Payable | | | 21,394 | | | | 21,394 | |
| Notes Payable | | | 50,000 | | | | | |
| Notes Payable, Related Party | | | 0 | | | | 8,919 | |
| Expenses Accrued but Unpaid | | | 0 | | | | 450 | |
| Interest Accrued but Unpaid | | | 55 | | | | | |
| Total Current Liabilities | | | 71,449 | | | | 30,763 | |
| Total Liabilities | | $ | 71,449 | | | $ | 30,763 | |
| | | | | | | | | |
| STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001; 10,418,000 shares issued and outstanding as of September 30, 2021 and June 30,2021 | | | 1,042 | | | | 1,042 | |
| | | | | | | | |
| Additional Paid in capital | | | 100,049 | | | | 100,049 | |
| Retained Earnings (Deficit ) | | | (67,563 | ) | | | 67,693 | |
| Total Stockholders' Equity (Deficit) | | | 33,528 | | | | 168,784 | |
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 104,977 | | | $ | 199,547 | |
| | | | | | | | | |
| The Accompanying Notes are an Integral Part of These Financial Statements |
SYBLEU INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
| | | | | | | | | |
| | | Quarter Ended
September 30, 2021 | | Quarter Ended
September 30, 2020 |
| TOTAL REVENUES | | $ | 0 | | | $ | 0 | |
| COSTS AND EXPENSES | | | | | | | | |
| Research and Development: | | | | | | | | |
| Consulting Costs | | | 0 | | | | 4,011 | |
| Patent Application Costs | | | 900 | | | | 1,545 | |
| Total Research and Development | | | 900 | | | | 5,556 | |
| General and Administrative: | | | | | | | | |
| Transfer Agency Fees | | | 368 | | | | 715 | |
| Other General and Administrative Expenses | | | 2,814 | | | | 125 | |
| Total General and Administrative | | | 3,182 | | | | 840 | |
| Consulting: | | | | | | | | |
| Legal Fees | | | 0 | | | | 500 | |
| Accounting | | | 16,200 | | | | 5,400 | |
| Other Consulting | | | 0 | | | | 3,500 | |
| Information Technology Consulting | | | 0 | | | | 6,100 | |
| Total Consulting | | | 16,199 | | | | 15,500 | |
| Total Costs and Expenses | | | 20,281 | | | | 21,896 | |
| | | | | | | | | |
| OPERATING Income(LOSS) | | $ | (20,281 | ) | | $ | (21,896 | ) |
| | | | | | | | | |
| OTHER INCOME AND EXPENSES | | | | | | | | |
| Unrealized Gain (Loss) on Investment Securities | | | (114,920 | ) | | | 0 | |
| Interest Income (Expense) | | | (55 | ) | | | 0 | |
| TOTAL OTHER INCOME (EXPENSES) | | | (114,975 | ) | | | 0 | |
| | | | | | | | | |
| | | | | | | | | |
| Provision for Income Taxes | | | 0 | | | | 0 | |
| NET INCOME (LOSS) | | $ | (135,256 | ) | | | (21,896 ) | |
| BASIC AND FULLY DILUTED LOSS PER SHARE | | $ | (0.01 | ) | | $ | (0.00 | ) |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | 10,418,000 | | | | 9,515,780 | |
| | | | | | | | | |
| The Accompanying Notes are an Integral Part of These Financial Statements |
SYBLEU INC.
CONDENSED STATEMENT OF SHAREHOLDERS DEFICIT
For the three months ended September 30,2020
(unaudited)
| | | | | | | | | | | | | | | | | | | | | |
| | | Common | | | | | | |
| | | Shares | | Amount | | Additional Paid in Capital | | Retained Deficit | | Total |
| Balance June 30, 2020 | | | 9,353,000 | | | $ | 935 | | | $ | 145 | | | $ | (3,859 | ) | | $ | (2,779 | ) |
| Common shares issued for non employee services July 8,2020 | | | 65,000 | | | | 7 | | | | 4 | | | | | | | | 11 | |
| Net Loss Quarter ended September 30,2020 | | | | | | | | | | | | | | | (21,896 | ) | | | (21,896 | ) |
| Balance September 30,2020 | | | 9,418,000 | | | $ | 942 | | | $ | 149 | | | $ | (25,755 | ) | | $ | (24,664 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| The Accompanying Notes are an Integral Part of These Condensed Financial Statements |
SYBLEU INC.
CONDENSED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)
For the quarter ended September 30,2021
(unaudited)
| | | Common | | | | | | |
| | | Shares | | Amount | | Additional Paid in Capital | | Retained Deficit | | Total |
| Balance June 30, 2021 | | | 10,418,000 | | | $ | 1,042 | | | $ | 100,049 | | | $ | 67,693 | | | $ | 168,784 | |
| Net Loss for the three months ended September 30,2021 | | | | | | | — | | | | — | | | | (135,256 | ) | | $ | (135,256 | ) |
| Balance September 30,2021 | | | 10,418,000 | | | $ | 1,042 | | | $ | 100,049 | | | $ | (67,563 | ) | | $ | 33,528 | |
| | | | | | | | | | | | | | | | | | | | | |
| The Accompanying Notes are an Integral Part of These Financial Statements |
SYBLEU INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
| | | | | | | | | |
| | | Quarter Ended
September 30, 2021 | | Quarter Ended
September 30, 2020 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | |
| Net Income (Loss) | | $ | (135,256 | ) | | $ | (21,896 | ) |
| Adjustments to reconcile net Income (loss) to net cash | | | | | | | | |
| Common Stock Issued for payment of expenses | | | 0 | | | | 11 | |
| Changes in Operating Assets and Liabilities | | | | | | | | |
| (Increase) Decrease in Prepaid Expenses | | | 0 | | | | 3500 | |
| Increase (Decrease) in Accrued Expenses | | | (395 | ) | | | 150 | |
| (Increase) Decrease in Securities accepted as Payment | | | | | | | | |
| Unrealized Loss (Gain) in Investment Securities | | | 114,920 | | | | | |
| Net Cash provided by (used) in Operating Activities | | $ | (20,731 | ) | | $ | (18,235 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
| Increase (Decrease) in Notes Payable, Related Parties | | | (8,919 | ) | | | 13,340 | |
| Increase (Decrease) in Notes Payable | | | 50,000 | | | | 0 | |
| Common Stock issued for Cash | | | | | | | | |
| Net Cash provided by (used) in Financing Activities | | | 41,081 | | | | 13,340 | |
| | | | | | | | | |
| Net Increase (Decrease) in Cash | | $ | 20,350 | | | $ | (4,895 | ) |
| | | | | | | | | |
| Cash at Beginning of Period | | | 14297 | | | | 5050 | |
| Cash at End of Period | | $ | 34,647 | | | $ | 155 | |
| | | | | | | | | |
| Supplemental Cash Flow Information: | | | | | | | | |
| Interest Paid | | | 0 | | | | 0 | |
| Income Taxes Paid | | | 0 | | | | 0 | |
| | | | | | | | | |
| The Accompanying Notes are an Integral Part of These Condensed Financial Statements |
SYBLEU INC.
Notes to Condensed Financial Statements
As of September 30, 2021
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.
E. RESEARCH AND DEVELOPMENT COSTS
Research and development expenses relate primarily to the cost of discovery and research programs. Research and development costs are charged to expense as incurred. Research and development expenses consist mainly of evaluating potential Contract Research Organizations and filing of a provisional patent application.
F. STOCK BASED COMPENSATION
Stock issued for Employee Compensation
Stock based compensation to employees is accounted for at the award’s fair value at grant, less the amount (if any) paid by the award recipient.
During the quarter ended September 30,2021 0 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 September 30,2021 0 stock was issued for Non-Employee Services .
Pursuant to ASC 505-50-30-11505-50-30-11 an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:
| i. | | The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); and |
| ii. | | The date at which the counterparty’s performance is complete. |
G. INCOME TAXES
The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2021 the Company had 0 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 September 30, 2021.
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. The Company has not adopted the provisions of this ASU. 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. The Company has not adopted the provisions of this ASU. 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 $67,563 during the period from June 12, 2020 (inception) through September 30,2021. 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 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 provided to the Company by BST Partners, Inc. 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. BST Partners, Inc. is a company controlled by SYBLEU’s Chairman and CEO.
NOTE 5. NOTES PAYABLE
| Schedule of related party debt | | | | |
| Bostonia Partners | | | 50,000 | |
| Notes Payable, as of September 30,2021 | | $ | 50,000 | |
$20,000 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.
NOTE 6. INVESTMENT SECURITIES
On March 11, 2021 the Company was paid 6,500 common shares of Oncology Pharma, Inc. pursuant to an agreement entered into by and between the Company and Oncology Pharma, Inc. whereby the Company granted Oncology Pharma, Inc. an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by the Company.
On September 30, 2021 the Company revalued 6,500 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.
As of September 30, 2021:
| | Schedule Of Common Shares | | | | | | | | | | | | | |
| 6,500 Common Shares of Oncology Pharma, Inc. |
| | | | | | | |
| | | | | | | | | | | | | | | |
| | Basis | | | | Fair Value | | | | Total Unrealized Losses | | | | Net Unrealized Gain or (Loss) realized during the Quarter ended September 30,2021 | |
| $ | 177,450 | | | $ | 70,330 | | | $ | (107120 | ) | | $ | (114,920) | |
NOTE 8. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following class of capital stock as of September 30, 2021:
Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 10,418,000 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 9. SUBSEQUENT EVENTS
On October 5,2021 the Company issued a promissory note to Bostonia Partners for consideration of $100,000 cash. The Note bears simple interest at %10 and is due and payable October 5,2022
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 . All references to” We”, “Us”, “Company” or the “Company” refer to SYBLEU INC.
As of June 30, 2021 we had Cash of $14,297 and as of September 30, 2021 we had Cash of $34,647.
The increase in Cash on Hand of approximately 142% is attributable to net increases in Notes Payable during the quarter ended September 30, 2021 of $41,081 offset by costs incurred in conducting the business of the Company.
As of June 30, 2021 we had Investment Securities of $185, 250 and as of September 30, 2021 we had Investment Securities of $70,330.
The decrease in Investment Securities of approximately 62% is attributable to the revaluation as of September 30, 2021 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, 2021 we had Notes Payable Related Party of $8,919 and Notes Payable of $0 whereas as of September 30, 2021 we had Notes Payable Related Party of $0 and Notes Payable of $50,000.During the quarter ended September 30, 2021 the Company paid off $450 of accrued business expenses and accrued $55 of interest expense such interest expense attributable to $50,000 in promissory notes issued to an unrelated party.
The Company recognized no revenue during either the quarter ended September 30, 2021 or the same period ended September 30, 2020. Operating loss for the quarter ended September 30, 2021 was 7% lower during the quarter ended September 30 , 2021 when compared to the same period ended 2020 primarily due to higher Research and Development costs incurred during the quarter ended 2020 as opposed to the same period ended 2021.
Net Loss recognized during the quarter ended September 30,2021 was approximately 517% higher than the Net Loss recognized during the same period ended 2020 primarily due to unrealized losses on Investment Securities recognized during the quarter ended 2021.
As of September 30, 2021 we had $34,647 in cash on hand and current liabilities of $71,499 such liabilities consisting of Income Tax Payable ,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 September 30, 2021 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 David Koos, who is the Company’s Principal Executive Officer and Joseph G. Vaini who is the Company’s 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 have concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.
Changes in Internal Controls over Financial Reporting
In connection with the evaluation of the Company’s internal controls during the period commencing on July 1, 2021 and ending on September 30, 2021, David Koos and Joseph G. Vaini , who serve as the Company’s Principal Executive Officer and Principal Financial Officer respectively, have 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 sales of equity securities during the quarter ended September 30, 2021.
EXHIBITS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on .
| | SYBLEU INC. |
| | |
| By: | /s/ David Koos |
| Name: | David Koos |
| Title: | Principal Executive Officer |
| Date: | October 25, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on .
| | SYBLEU INC. |
| | |
| By: | /s/David Koos |
| Name: | David Koos |
| Title: | Chairman, Director |
| Date: | October 25, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on .
| | SYBLEU INC. |
| | |
| By: | /s/ Joseph G. Vaini |
| Name: | Joseph G. Vaini |
| Title: | Principal Financial Officer |
| Date: | October 25, 2021 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on .
| | SYBLEU INC. |
| | |
| By: | /s/ Joseph G. Vaini |
| Name: | Joseph G. Vaini |
| Title: | Principal Accounting Officer |
| Date: | October 25, 2021 |
