U.S. 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 March 31, 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 ☒

 

1 
 

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYBLEU INC.

CONDENSED BALANCE SHEETS        

 

   As of  As of
   March 31,2021  June 30,2020
    (unaudited)      
ASSETS          
CURRENT ASSETS          
Cash  $27,002   $5,050 
Prepaid Expenses   0    3,500 
     Total Current Assets   27,002    8,550 
OTHER ASSETS          
Investment Securities   133,900      
Total Other Assets   133,900      
TOTAL ASSETS  $160,902   $8,550 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current Liabilities:          
Income Taxes Payable   21,394      
Notes Payable, Related Party   8,919    11,329 
Expenses Accrued but Unpaid   0    0 
Total Current Liabilities   30,313    11,329 
Total Liabilities  $30,313   $11,329 
           
STOCKHOLDERS' EQUITY (DEFICIT)          
Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001  9,353,000 shares issued and outstanding as of  June 30,2020 and 10,418,000 shares issued and outstanding as of March 31,2021   1,042    935 
Additional Paid in capital   100,049    145 
Retained Deficit   29,498    (3,859)
Total Stockholders' Equity (Deficit)   130,589    (2,779)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)  $160,902   $8,550 
           
The Accompanying Notes are an Integral Part of These Financial Statements

2 
 

 

 SYBLEU INC.

CONDENSED STATEMENT OF OPERATIONS

(unaudited)

 

   Three Months Ended  Nine Months Ended
   March 31,2021  March 31,2021
REVENUES          
 License Fees  $177,450   $177,450 
 TOTAL REVENUES   177,450    177,450 
 COSTS AND EXPENSES          
 Research and Development:          
 Consulting Costs   11,350    23,161 
 Patent Application Costs        3,100 
 Total Research and Development   11,350    26,261 
 General and Administrative:          
 Transfer Agency Fees   150    5,365 
 Other General and Administrative Expenses   750    1,643 
 Total General and Administrative   900    7,008 
 Consulting:          
 Legal Fees   —      500 
 Accounting   3,240    11,880 
 Other Consulting        13,600 
 Information Technology Consulting   7,300    19,900 
 Total Consulting   10,540    45,880 
           
 Total Costs and Expenses   22,790    79,149 
 OPERATING Income( LOSS)   154,660    98,301 
           
 OTHER INCOME AND EXPENSES          
 Unrealized Gain ( Loss) on Investment Securities   (43,550)   (43,550)
TOTAL OTHER INCOME (EXPENSES)   (43,550)   (43,550)
NET LOSS BEFORE TAXES   111,110    54,751 
Provision for Income Taxes   (21,394)   (21,394)
 NET INCOME ( LOSS)  $89,716   $33,357 
 BASIC AND FULLY DILUTED LOSS PER SHARE  $0.01   $0.00 
 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   10,418,000    9,970,740 
           
 The Accompanying Notes are an Integral Part of These Condensed Financial Statements

3 
 

 

SYBLEU INC.

CONDENSED STATEMENT OF SHAREHOLDERS EQUITY

For the nine months ended  March 31,2021

(unaudited)

 

    Common         
    Shares  Amount  Additional Paid in Capital  Retained Earnings (Deficit)  Total
Balance July 1, 2020    9,353,000   $935   $145   $(3,859)  $ (2,779)
Common shares issued for nonemployee 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)
Common Shares issued for cash  November 9,2020    1,000,000   $100    99,900        $100,000
Net Loss Quarter ended December 31,2020                   (34,463)  (34,463)
Balance December 31,2020    10,418,000   $1,042   $100,049   $(60,218)  $ 40,873
Net Income Quarter ended March 31,2021                   89,716   89,716
Balance March 31,2021    10,418,000   $1,042   $100,049   $29,498   $ 130,589

 

 The Accompanying Notes are an Integral Part of These Condensed Financial Statements

4 
 

 

SYBLEU INC.

CONDENSED STATEMENT OF CASH FLOWS

For the nine months ended March  31,2021

(unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES   
Net Income (Loss)  $33,357 
Adjustments to reconcile net Income (loss) to net cash     
Common Stock Issued for payment of expenses   11 
Changes in Operating Assets and Liabilities     
(Increase) Decrease in Prepaid Expenses   3,500 
Increase (Decrease) in Accrued Expenses   0 
(Increase) Decrease in Securities accepted as  Payment   (177,450)
Increase (Decrease) in Income Tax Payable   21394 
Unrealized Loss ( Gain) in Investment Securities   43550 
Net Cash provided by (used) in Operating Activities  $(75,638)
      
CASH FLOWS FROM FINANCING ACTIVITIES     
Increase ( Decrease)   in Notes Payable, Related Parties   (2,410)
Common Stock issued for Cash   100,000 
Net Cash provided by (used) in Financing Activities   97,590 
      
Net Increase (Decrease) in Cash  $21,952 
      
Cash at Beginning of Period   5050 
Cash at End of Period  $27,002 
      
Supplemental Cash Flow Information:     
Interest Paid   0 
Income Taxes Paid   0 
      
The Accompanying Notes are an Integral Part of These Condensed Financial Statements

5 
 

 

SYBLEU INC.

Notes to Condensed Financial Statements

As of March 31, 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.

6 
 


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 ,2021 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. Stock issued for compensation to non employees during the quarter ended September 30, 2020 was accounted for at the fair value of the equity instruments issued as there were no dollar amounts billed to the Company for services rendered by the non employees.

 

In determining the Fair Value of shares issued as compensation, the Company took into account factors including the financial condition of the Company at the time of grant, the Company’s lack of profitability, the lack of cash sales of the Company’s stock, and the Company’s negative working capital as of the time of grant.

 

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.

 

During the quarter ended March 31,2021, no stock was issued for non- employee compensation.

 

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, 2021 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.

 

7 
 

 

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, 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 minimal earnings during the period from June 12, 2020 (inception) through March 31,2021. 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.

 

8 
 

 

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.

 

On November 5th, 2020 the Company sold one million of its common shares (“Shares”) to The Stephen and Fredna Hake Trust DTD August 6, 2014 for consideration of $100,000. Dr. Stephen Hake, a Trustee of the Stephen and Fredna Hake Trust DTD August 6, 2014, serves as a member of the Scientific Advisory Board of the Company and has a pre-established relationship with the Company.

NOTE 4. RELATED PARTY TRANSACTIONS.

 

As of March 31, 2021 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of  $1,879 ( “Koos Notes”).

 

As of March 31,2021 the Company is indebted to BST Partners, Inc. , a company controlled by David Koos, in the amount of $7,040 ( “BST Notes”)

 

Both the Koos Notes and BST Notes bear no interest and are due and payable upon demand of the Holder.

 

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.

 

NOTE 5. NOTES PAYABLE RELATED PARTY

 

David Koos   1,879 
BST Partners   7,040 
Notes Payable, Related Parties  $8,919 

 

As of March 31, 2021 the Company is indebted to David R. Koos in the amount of $1,879.

 

As of March 31, 2021 the Company is indebted to BST Partners in the amount of $7,040.

 

BST Partners is controlled by David R. Koos.

 

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, 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 March 31, 2021:

 

6,500 Common Shares of Oncology Pharma, Inc.
             
  Basis       Fair Value       Total Unrealized Losses       Net Unrealized Gain or (Loss) realized during the Quarter   ended March 31,2021  
$ 177,450     $ 133,900     $ 43,550     $ (43,550)  

 

9 
 

NOTE 7. STOCKHOLDERS’ EQUITY

 

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

 

No equity securities were issued by the Company during the quarter ended March 31,2021.

 

10 
 

 

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 March 31, 2021 we had Cash of $27,002 and as of June 30, 2020 we had Cash of $5,050.

 

The increase in cash of approximately 434% is primarily attributable to the sale by the Company of 1,000,000 of its common shares for consideration of $100,000 offset by the cost of operating the Company’s business as well as net payments on principal indebtedness in the amount of 2,410.

 

As of March 31, 2021 we had Investment Securities of $133,900 and as of June 30 , 2020 we had Investment Securities of $0.

 

The Company’s Investment Securities are attributable to 6,500 common shares of Oncology Pharma, Inc. paid to the Company 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.

As of March 31,2021 we had Income Tax Payable of $21,394 and as of June 30, 2020 we had Income Tax Payable of $0.

Income Tax Payable as of the fiscal year ended 2021 is completely attributable to a tax provision recognized for income taxes payable in the calendar year ended December 31,2021.

As of March 31, 2021 we had Notes Payable Related Party of $8,919 a reduction of 21% as compared to Notes Payable, Related Party as of June 30, 2020. This reduction is attributable to net repayments of Notes Payable in the amount of $2,410 during the nine months ended March 31, 2021.

As of March 31, 2021 we had Prepaid Expenses of $0 and as of June 30, 2020 we had Prepaid Expenses of $3,500.

 

The decrease in Prepaid Expenses is attributable to completion of accounting services provided to the Company which had been prepaid in the prior period.

 

11 
 

 

Revenues from continuing operations were $177,450 for the quarter ended March 31, 2021 and Net Income was $89,716 for that period. Revenue was completely attributable to 6,500 common shares of Oncology Pharma, Inc. paid to the Company 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. Operating Income for the quarter ended March, 2021 was $154,600. As the Company has only been in existence since June 12, 2020 no meaningful analysis of material changes in operations as compared to the prior year’s accounting period can be provided.

 

Revenues from continuing operations were $177,450 for the nine months ended March 31, 2021 and Net Income was $33,357 for that period. Revenue was completely attributable to 6,500 common shares of Oncology Pharma, Inc. paid to the Company 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. Operating Income for the nine months ended March, 2021 was $98,301. As the Company has only been in existence since June 12, 2020 no meaningful analysis of material changes in operations as compared to the prior year’s accounting period can be provided.

 

As of March 31, 2021 we had $14,297 in cash on hand and current liabilities of $30,313 such liabilities consisting of Income Tax Payable and Notes Payable. 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, 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 January 1, 2021 and ending on March 31, 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 March 31, 2021.

 

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EXHIBITS

 

Exhibit No. Description
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 3026 of the Sarbanes Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
3(i) Articles of Incorporation
3(ii) Bylaws
10.1 Agreement with Dr. Stephen Hake
10.2 Agreement with Dr. Jason Garber
10.3 $2,000 Promissory Note
10.4 $1,000 Promissory Note
10.5 $2,400 Promissory Note
10.6 $2,000 Promissory Note
10.7 $1,800 Promissory Note
10.8 $500 Promissory Note
10.9 $415 Promissory Note
10.10 $75 Promissory Note
10.11 $500 Promissory Note
10.12 $500 Promissory Note
10.13 $150 Promissory Note
10.14 $500 Promissory Note
10.15 $500 Promissory Note
10.16 $500 Promissory Note
10.17 $500 Promissory Note
10.18 $500 Promissory Note
10.19 $500 Promissory Note
10.20 $150 Promissory Note
10.21 Assignments (x)
10.22 Stock Purchase Agreement (y)
10.33 Assignment dated 12/2 (z)
10.34 $1,850 Promissory Note
10.35 $200 Promissory Note
10.36 $810 Promissory Note
10.37 $3,240 Promissory Note
10.38 License Agreement (aaa)

 

 

(a)   Incorporated by reference to Exhibit 3(i) of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(b)   Incorporated by reference to Exhibit 3(ii) of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(c)   Incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(d)   Incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(e)   Incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(f)   Incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(g)   Incorporated by reference to Exhibit 10.5 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(h)   Incorporated by reference to Exhibit 10.6 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(i)   Incorporated by reference to Exhibit 10.7 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(j)   Incorporated by reference to Exhibit 10.8 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(k)   Incorporated by reference to Exhibit 10.9 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(l)   Incorporated by reference to Exhibit 10.10 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(m)   Incorporated by reference to Exhibit 10.11 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(n)   Incorporated by reference to Exhibit 10.12 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(o)   Incorporated by reference to Exhibit 10.13 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(p)   Incorporated by reference to Exhibit 10.14 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(q)   Incorporated by reference to Exhibit 10.15 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(r)   Incorporated by reference to Exhibit 10.16 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(t)   Incorporated by reference to Exhibit 10.17 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(u)   Incorporated by reference to Exhibit 10.18 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(v)   Incorporated by reference to Exhibit 10.19 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(w)   Incorporated by reference to Exhibit 10.20 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(x)   Incorporated by reference to Exhibit 10.21 of the Company's Form 10-Q for the quarter ended September 31, 2020

 

(y)   Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed November 9, 2020

 

(z)   Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed December 4, 2020

 

(aaa) incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated February 24,2021

 

13 
 

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 September 24, 2024.

 

  SYBLEU INC.
   
By: /s/ David Koos
Name: David Koos
Title: Principal Executive Officer
Date: September 24, 2024

 

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 September 24, 2024.

 

  SYBLEU INC.
   
By: /s/David Koos
Name: David Koos
Title: Chairman,  Director
Date: September 24, 2024

 

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 September 24, 2024.

 

  SYBLEU INC.
   
By: /s/ Joseph G. Vaini
Name: Joseph G. Vaini
Title: Principal Financial Officer
Date: September 24, 2024

 

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 September 24, 2024.

 

  SYBLEU INC.
   
By: /s/ Joseph G. Vaini
Name: Joseph G. Vaini
Title: Principal Accounting Officer
Date: September 24, 2024

14 
 

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, David Koos, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Sybleu Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

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

 

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

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

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

 

Date: September 24, 2021 By: /s/  David R. Koos
    David R. Koos 
Chief Executive Officer

 

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Joseph G. Vaini, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Sybleu Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

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

 

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

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

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

 

Date: September 24, 2021 By: /s/  Joseph G. Vaini
    Joseph G. Vaini
    Principal Financial Officer

 

 

 

 

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly report of Sybleu Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

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

 

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

 

Date: September 24, 2021 By: /s/  David R. Koos
    David R. Koos 
Chief Executive Officer

 

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

 

 

 

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly report of Sybleu Inc.(the “Company”) on Form 10-Q for the quarter ended March 31, 2021, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

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

 

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

 

Date:September 24, 2021 By: /s/  Joseph G. Vaini
    Joseph G. Vaini 
Principal Financial Officer

 

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

 

 

 

v3.21.2
Cover - shares
 9 Months Ended
Mar. 31, 2021
Sep. 20, 2021
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2021  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2021  
Current Fiscal Year End Date --06-30  
Entity File Number 333-248059  
Entity Registrant Name SYBLEU Inc  
Entity Central Index Key 0001818674  
Entity Incorporation, State or Country Code WY  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   10,418,000

v3.21.2
CONDENSED BALANCE SHEETS (Unaudited) - USD ($)
Mar. 31, 2021
Jun. 30, 2020
CURRENT ASSETS    
Cash $ 27,002 $ 5,050
Prepaid Expenses 0 3,500
Total Current Assets 27,002 8,550
OTHER ASSETS    
Investment Securities 133,900 0
Total Other Assets 133,900 0
TOTAL ASSETS 160,902 8,550
Current Liabilities:    
Income Taxes Payable 21,394 0
Notes Payable, Related Party 8,919 11,329
Expenses Accrued but Unpaid 0 0
Total Current Liabilities 30,313 11,329
Total Liabilities 30,313 11,329
STOCKHOLDERS' EQUITY (DEFICIT)    
Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001, 9,353,000 shares issued and outstanding as of June 30,2020 and 10,418,000 shares issued and outstanding as of March 31,2021 1,042 935
Additional Paid in capital 100,049 145
Retained Deficit 29,498 (3,859)
Total Stockholders' Equity (Deficit) 130,589 (2,779)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 160,902 $ 8,550

v3.21.2
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2021
Jun. 30, 2020
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 10,418,000 9,353,000
Common stock, shares outstanding 10,418,000 9,353,000

v3.21.2
CONDENSED STATEMENT OF OPERATIONS (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Mar. 31, 2021
Mar. 31, 2020
REVENUES    
License Fees $ 177,450 $ 177,450
TOTAL REVENUES 177,450 177,450
Research and Development:    
Consulting Costs 11,350 23,161
Patent Application Costs 0 3,100
Total Research and Development 11,350 26,261
General and Administrative:    
Transfer Agency Fees 150 5,365
Other General and Administrative Expenses 750 1,643
Total General and Administrative 900 7,008
Legal Fees 0 500
Accounting 3,240 11,880
Other Consulting 0 13,600
Information Technology Consulting 7,300 19,900
Total Consulting 10,540 45,880
Total Costs and Expenses 22,790 79,149
OPERATING Income( LOSS) 154,660 98,301
OTHER INCOME AND EXPENSES    
Unrealized Gain ( Loss) on Investment Securities (43,550) (43,550)
TOTAL OTHER INCOME ( EXPENSES) (43,550) (43,550)
NET LOSS BEFORE TAXES 111,110 54,751
Provision for Income Taxes (21,394) (21,394)
NET INCOME ( LOSS) $ 89,716 $ 33,357
BASIC AND FULLY DILUTED LOSS PER SHARE $ 0.01 $ .00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 10,418,000 9,970,740

v3.21.2
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($)
Common Stock
Additional Paid-In Capital
Retained Earnings
Total
Beginning balance, value at Jun. 30, 2020 $ 935 $ 145 $ (3,859) $ (2,779)
Balance at beginning, share at Jun. 30, 2020 9,353,000      
Common shares issued for nonemployee services July 8,2020, value $ 7 4 11
Common shares issued for nonemployee services July 8,2020, shares 65,000      
Net Loss (21,896) (21,896)
Ending balance, value at Sep. 30, 2020 $ 942 149 (25,755) (24,664)
Ending at balance, shares at Sep. 30, 2020 9,418,000      
Common Shares issued for cash November 9,2020, value $ 100 99,900 100,000
Common Shares issued for cash November 9,2020, shares 1,000,000      
Net Loss (34,463) (34,463)
Ending balance, value at Dec. 31, 2020 $ 1,042 100,049 (60,218) 40,873
Ending at balance, shares at Dec. 31, 2020 10,418,000      
Net Loss 89,716 89,716
Ending balance, value at Mar. 31, 2021 $ 1,042 $ 100,049 $ 29,498 $ 130,589
Ending at balance, shares at Mar. 31, 2021 10,418,000      

v3.21.2
CONDENSED STATEMENT OF CASH FLOWS (Unaudited)
 9 Months Ended
Mar. 31, 2021
USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES  
Net Income (Loss) $ 33,357
Adjustments to reconcile net Income (loss) to net cash  
Common Stock Issued for payment of expenses 11
Changes in Operating Assets and Liabilities  
(Increase) Decrease in Prepaid Expenses 3,500
Increase (Decrease) in Accrued Expenses 0
(Increase) Decrease in Securities accepted as Payment (177,450)
Increase (Decrease) in Income Tax Payable 21,394
Unrealized Loss ( Gain) in Investment Securities 43,550
Net Cash provided by (used) in Operating Activities (75,638)
CASH FLOWS FROM FINANCING ACTIVITIES  
Increase ( Decrease) in Notes Payable, Related Parties (2,410)
Common Stock issued for Cash 100,000
Net Cash provided by (used) in Financing Activities 97,590
Net Increase (Decrease) in Cash 21,952
Cash at Beginning of Period 5,050
Cash at End of Period 27,002
Supplemental Cash Flow Information:  
Interest Paid 0
Income Taxes Paid $ 0

v3.21.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

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

  

The Company intends to engage primarily in the 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 ,2021 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. Stock issued for compensation to non employees during the quarter ended September 30, 2020 was accounted for at the fair value of the equity instruments issued as there were no dollar amounts billed to the Company for services rendered by the non employees.

 

In determining the Fair Value of shares issued as compensation, the Company took into account factors including the financial condition of the Company at the time of grant, the Company’s lack of profitability, the lack of cash sales of the Company’s stock, and the Company’s negative working capital as of the time of grant.

 

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.

 

During the quarter ended March 31,2021, no stock was issued for non- employee compensation.

 

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, 2021 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, 2021.

v3.21.2
RECENT ACCOUNTING PRONOUNCEMENTS
 9 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
RECENT ACCOUNTING PRONOUNCEMENTS

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.

v3.21.2
GOING CONCERN
 9 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 3. GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated minimal earnings during the period from June 12, 2020 (inception) through March 31,2021. 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.

 

On November 5th, 2020 the Company sold one million of its common shares (“Shares”) to The Stephen and Fredna Hake Trust DTD August 6, 2014 for consideration of $100,000. Dr. Stephen Hake, a Trustee of the Stephen and Fredna Hake Trust DTD August 6, 2014, serves as a member of the Scientific Advisory Board of the Company and has a pre-established relationship with the Company.

v3.21.2
RELATED PARTY TRANSACTIONS
 9 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 4. RELATED PARTY TRANSACTIONS.

 

As of March 31, 2021 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of  $1,879 ( “Koos Notes”).

 

As of March 31,2021 the Company is indebted to BST Partners, Inc. , a company controlled by David Koos, in the amount of $7,040 ( “BST Notes”)

 

Both the Koos Notes and BST Notes bear no interest and are due and payable upon demand of the Holder.

 

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.

v3.21.2
NOTES PAYABLE RELATED PARTY
 9 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]  
NOTES PAYABLE RELATED PARTY

NOTE 5. NOTES PAYABLE RELATED PARTY

 

David Koos     1,879  
BST Partners     7,040  
Notes Payable, Related Parties   $ 8,919  

 

As of March 31, 2021 the Company is indebted to David R. Koos in the amount of $1,879.

 

As of March 31, 2021 the Company is indebted to BST Partners in the amount of $7,040.

 

BST Partners is controlled by David R. Koos.

 

v3.21.2
INVESTMENT SECURITIES
 9 Months Ended
Mar. 31, 2021
Schedule of Investments [Abstract]  
INVESTMENT SECURITIES

NOTE 6. INVESTMENT SECURITIES

 

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

 

On March 31, 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 March 31, 2021:

 

6,500 Common Shares of Oncology Pharma, Inc.
             
  Basis       Fair Value       Total Unrealized Losses       Net Unrealized Gain or (Loss) realized during the Quarter   ended March 31,2021  
$ 177,450     $ 133,900     $ 43,550     $ (43,550)  

v3.21.2
STOCKHOLDERS' EQUITY
 9 Months Ended
Mar. 31, 2021
Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 7. STOCKHOLDERS’ EQUITY

 

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

v3.21.2
STOCK TRANSACTIONS
 9 Months Ended
Mar. 31, 2021
Equity [Abstract]  
STOCK TRANSACTIONS

NOTE 9. STOCK TRANSACTIONS

 

No equity securities were issued by the Company during the quarter ended March 31,2021.

v3.21.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]  
BASIS OF ACCOUNTING

A. BASIS OF ACCOUNTING

 

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

B. USE OF ESTIMATES

 

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

C. CASH EQUIVALENTS

 

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

   
FAIR VALUE OF FINANCIAL INSTRUMENTS

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

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

 

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

 

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

 

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

E. RESEARCH AND DEVELOPMENT COSTS

 

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

F. STOCK BASED COMPENSATION

 

Stock issued for Employee Compensation 

 

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

 

During the quarter ended March 31 ,2021 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. Stock issued for compensation to non employees during the quarter ended September 30, 2020 was accounted for at the fair value of the equity instruments issued as there were no dollar amounts billed to the Company for services rendered by the non employees.

 

In determining the Fair Value of shares issued as compensation, the Company took into account factors including the financial condition of the Company at the time of grant, the Company’s lack of profitability, the lack of cash sales of the Company’s stock, and the Company’s negative working capital as of the time of grant.

 

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.

 

During the quarter ended March 31,2021, no stock was issued for non- employee compensation.
INCOME TAXES

G. INCOME TAXES

 

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

 

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2021 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

 

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

 

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.
BASIC EARNINGS (LOSS) PER SHARE

H.  BASIC EARNINGS (LOSS) PER SHARE

 

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

 

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of March 31, 2021.

v3.21.2
NOTES PAYABLE RELATED PARTY (Tables)
 9 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Schedule of related party debt

 

David Koos     1,879  
BST Partners     7,040  
Notes Payable, Related Parties   $ 8,919  

v3.21.2
INVESTMENT SECURITIES (Tables)
 9 Months Ended
Mar. 31, 2021
Schedule of Investments [Abstract]  
Comprehensive Income

As of March 31, 2021:

 

6,500 Common Shares of Oncology Pharma, Inc.
             
  Basis       Fair Value       Total Unrealized Losses       Net Unrealized Gain or (Loss) realized during the Quarter   ended March 31,2021  
$ 177,450     $ 133,900     $ 43,550     $ (43,550)  

v3.21.2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
 9 Months Ended
Mar. 31, 2021
USD ($)
shares
Accounting Policies [Abstract]  
Uncertain tax positions | $ $ 0
Anti-dilutive securities | shares 0

v3.21.2
GOING CONCERN (Details Narrative)
Nov. 05, 2020
USD ($)
Stephen Hake  
Proceeds from sale of common stock $ 100,000

v3.21.2
RELATED PARTY TRANSACTIONS (Details Narrative)
 9 Months Ended
Mar. 31, 2021
USD ($)
David R. Koos [Member]  
Proceeds from related debt $ 1,879
BST Partners [Member]  
Proceeds from related debt $ 7,040

v3.21.2
NOTES PAYABLE RELATED PARTY (Details)
Mar. 31, 2021
USD ($)
Notes Payable, Related Parties $ 8,919
David R. Koos [Member]  
Notes Payable, Related Parties 1,879
BST Partners [Member]  
Notes Payable, Related Parties $ 7,040

v3.21.2
NOTES PAYABLE RELATED PARTY (Details Narrative)
Mar. 31, 2021
USD ($)
Notes Payable, Related Parties $ 8,919
David R. Koos [Member]  
Notes Payable, Related Parties 1,879
BST Partners [Member]  
Notes Payable, Related Parties $ 7,040

v3.21.2
INVESTMENT SECURITIES (Details) - Oncology Pharma, Inc [Member]
 9 Months Ended
Mar. 31, 2021
USD ($)
Investment Securities, Basis $ 177,450
Investment Securities, Fair Value 133,900
Investment Securities, Total Unrealized Losses 43,550
Investment Securities, Net Unrealized Gain or (Loss) realized $ (43,550)

v3.21.2
INVESTMENT SECURITIES (Details Narrative)
 9 Months Ended
Mar. 31, 2021
shares
Oncology Pharma, Inc [Member]  
Number of shares issued for property dividend 6,500

v3.21.2
STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares
Mar. 31, 2021
Jun. 30, 2020
Accounting Policies [Abstract]    
Common Stock par value $ 0.0001 $ 0.0001
Common Stock shares authorized 100,000,000 100,000,000
Common Stock shares issued 10,418,000 9,353,000
Common Stock shares outstanding 10,418,000 9,353,000