UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~December~~March 31, ~~2022~~2023.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number: 333-248059

_____________________

SYBLEU INC.

(Exact name of registrant as specified in its charter)

_____________________

Wyoming		85-1412307
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1034 Throggs Neck Expressway Bronx, NY 10465		91942
(Address of principal executive offices)		(Zip Code)

(718) 795-7790

(Registrant’s telephone number, including area code)

N/A

(Former name or former address and former fiscal year, if changed since last report)

_________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~January~~March 1231, 2023 there were 10,304,492 shares of common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYBLEU INC.
CONDENSED BALANCE SHEETS
	As of December 31 , 2022			As of June 30, 2022
	As of March 31, 2023			As of June 30, 2022
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	362,~~848~~388		$	66,850
Prepaid Expenses		1621,~~236~~372			0
Total Current Assets	$	5323,~~084~~760		$	66,850
OTHER ASSETS
Investment Securities		21,~~200~~203			9,529
Prepaid Expenses ( Long Term)		5,715
Prepaid Expenses (Long Term)		9,149
Total Other Assets		710,~~915~~352			9,529
TOTAL ASSETS	$	6034,~~999~~112		$	76,379
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income Taxes Payable		10,935			10,935
Notes Payable		140,000			140,000
Notes Payable, Related Party		0			0
Expenses Accrued but Unpaid		~~150~~1,769			452
Interest Accrued but Unpaid		2023,~~196~~607			13,253
Total Current Liabilities		~~171~~176,~~281~~311			164,640
Long Term Liabilities:
Unearned Income		~~155~~152,~~801~~918			161,699
Total Liabilities	$	~~327~~329,~~082~~229		$	326,338
STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001; 10,418,000 shares issued and outstanding as of June 30, 2022 and 10,304,492 shares issued and outstanding as of December 31, 2022		1,031			1,042
Common Stock ($.0001 par value) 100,000,000 shares authorized; par value $0.0001; 10,418,000 shares issued and outstanding as of June 30, 2022 and 10,304,492 shares issued and outstanding as of March 31, 2023		1,031			1,042
Additional Paid in capital		122,214			100,049
Retained Earnings (Deficit )		(~~389~~418,~~328~~362	)		(351,051	)
Total Stockholders' Equity (Deficit)		(~~266~~295,~~083~~117	)		(249,960	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	6034,~~999~~112		$	76,379
The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.
CONDENSED STATEMENT OF OPERATIONS
(unaudited)
	Quarter ended December 31, 2022			Quarter ended December 31, 2021			Six Months Ended December 31, 2022			Six Months Ended December 31, 2021
	Quarter ended March 31, 2023			Quarter ended March 31, 2022			Nine Months Ended March 31, 2023			Nine Months Ended March 31, 2022
REVENUES
License Fees		2,~~948~~883			2,~~949~~885			58,~~897~~780			58,~~898~~783
TOTAL REVENUES	$	2,~~948~~883		$	2,~~949~~885		$	58,~~897~~780		$	58,~~898~~783
COSTS AND EXPENSES
Research and Development:
Staff Expenses		~~345~~928			—			~~345~~1,273			—
Consulting Costs		—			—			—			—
Patent Application Costs		—82			~~3,800~~—			82			4,700
Total Research and Development		~~345~~1,010			~~3,800~~—			~~345~~1,355			4,700
General and Administrative:
Transfer Agency Fees		~~691~~511			~~614~~450			1,~~332~~843			~~982~~1,432
Other General and Administrative Expenses		13,~~404~~735			53,~~891~~337			26,~~433~~168			812,~~704~~042
Total General and Administrative		24,~~095~~246			63,~~505~~787			38,~~765~~011			913,~~687~~474
Consulting:								2,715
Legal Fees		—
Accounting		5,500			520,400			1622,~~500~~000			2142,~~600~~000
Other Consulting
Information Technology Consulting
Website Development
Total Consulting		5,500			5,400			16,500			21,600
Information Technology Consulting		1,537						1,537
Rent
Securities Depository Consulting		12,500						12,500
Total Costs and Expenses		7,940			15,705			20,610			35,987
Total Consulting		22,252			20,400			38,752			42,000
OPERATING Income( LOSS)	$	(4,992	)	$	(12,756	)	$	(14,713	)	$	(30,089	)
Rent		—
Total Costs and Expenses		27,508			24,187			48,118			60,174
OPERATING Income( LOSS)	$	(24,625	)	$	(21,302	)	$	(39,338	)	$	(51,391	)
OTHER INCOME AND EXPENSES
Unrealized Gain ( Loss) on Investment Securities		(790	)		(44,005	)		(7,329	)		(158,925	)
Unrealized Gain (Loss) on Investment Securities		(998	)		(2,275	)		(8,327	)		(161,200	)
Stock Cancellation Expense		~~(9,294~~—	)		—			(9,294	)
Interest Income( Expense)		(3,451	)		(4,990	)		(6,941	)		(5,045	)
Interest Income (Expense)		(3,411	)		(3,453	)		(10,352	)		(8,498	)
TOTAL OTHER INCOME ( EXPENSES)		(13,535	)		(48,995	)		(23,564	)		(163,970	)
TOTAL OTHER INCOME (EXPENSES)		(4,409	)		(5,728	)		(27,973	)		(169,698	)
NET INCOME ( LOSS) before taxes		(18,527	)		(61,751	)		(38,277	)		(194,059	)
NET INCOME (LOSS) before taxes		(29,034	)		(27,030	)		(67,311	)		(194,059	)
Provision for Inocme Taxes								—
Provision for Income Taxes		—						—
NET INCOME ( LOSS)	$	(1829,~~527~~034	)	$	(6127,~~751~~030	)	$	(3867,~~277~~311	)	$	(194,059	)
BASIC AND FULLY DILUTED LOSS PER SHARE	$	(0.00	)	$	(0.0100	)	$	(0.0001	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		10,~~394~~304,~~301~~492			10,418,000			10,~~406~~395,~~215~~074			10,418,000
The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.
CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
For the Six Months Ended December 31, 2022
For the Nine Months Ended March 31, 2023
(unaudited)
	Common
	Shares			Amount			Additional Paid in Capital			Retained Deficit			Total
Balance June 30,2022		10,418,000		$	1,042		$	100,049		$	(351,051	)	$(249,960)
Balance June 30, 2022		10,418,000		$	1,042		$	100,049		$	(351,051	)	$	$(249,960)
Net Loss for the quarter ended September 30, 2022					—			—			(19,750	)	(19,750)
Balance September 30, 2022		10,418,000		$	1,042		$	100,049		$	(370,801	)	$~~(269,710)~~	$(269,710)
Cancellation of shares 12/13/2022		(6,113,508	)	$	(611	)	$	(95	)				$(706)
Issuance of shares for services 12/12/2022		6,000,000		$	600		$	22,260					$~~22,860~~	22,860
Net Loss for the quarter ended December 31, 2022					—			—		$	(18,527	)	$~~(18,527)~~	(18,527)
Balance December 31,2022		10,304,492		$	1,031		$	122,214		$	(389,328	)	$(266,083)
Balance December 31, 2022		10,304,492		$	1,031		$	122,214		$	(389,328	)	$	(266,083)
Net Loss for the quarter ended March 31, 2023											(29,034)		$	(29,034)
Balance March 31, 2023		10,418,000		$	1,042		$	100,049			(326,793	)	$	(295,117)

SYBLEU INC.
CONDENSED STATEMENTS OF SHAREHOLDERS EQUITY (DEFICIT)
CONDENSED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIT)
For the Six Months Ended December 31, 2021
For the Nine Months ended March 31,2022
(unaudited)
	Common
	Shares		Amount		Additional Paid in Capital		Retained Deficit			Total
Balance June 30, 2021		10,418,000	$	1,042	$	100,049	$	(105,705	)	$	(4,614	)
Net Loss for the three months ended September 30,2021		-		—-		—-		(132,307	)	$	(132,307	)
Balance September 30,2021		10,418,000	$	1,042	$	100,049	$	(238,012	)	$	(136,921	)
Net Loss for the three months ended December 31,2021		-		—-		—-	$	(61,751	)	$	(61,751	)
Balance December 31, 2021		10,418,000	$	1,042	$	100,049	$	(299,763	)	$	(198,672	)
Net Loss for the three months ended March 31, 2022		-		-		-	$	(27,030	)	$	(27,030	)
Balance March 31, 2022		10,418,000	$	1,042	$	100,049	$	(326,793	)	$	(225,702	)
The Accompanying Notes are an Integral Part of These Financial Statements

The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.
CONDENSED STATEMENT OF CASH FLOWS
(unaudited)
	Six Months Ended December 31, 2022			Six Months Ended December 31, 2021
	Nine Months Ended March 31, 2023			Nine Months Ended March 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(3867,~~277~~311	)	$	(~~194~~221,~~058~~089	)
Adjustments to reconcile net Income (loss) to net cash		4,624
Common Stock Issued for payment of expenses		909
Changes in Operating Assets and Liabilities
(Increase) Decrease in Prepaid Expenses		(12,285	)
Increase (Decrease) in Accrued Expenses		611,~~640~~669			~~9008~~8,199
(Increase) Decrease in Securities accepted as Payment
Increase( Decrease) in Unearned Income		(58,~~897~~780	)		(58,~~898~~783	)
Increase ( Decrease) in Income Tax Payable
Decrease in Common Stock		(611	)
Decrease in Additional Paid in Capital		(95	)
Unrealized Loss ( Gain) in Investment Securities		78,~~329~~327			~~158~~161,~~925~~200
Net Cash provided by (used) in Operating Activities	$	(3064,~~002~~462	)	$	(3260,~~023~~473	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase ( Decrease) in Notes Payable, Related Parties		0			(8,919	)
Increase ( Decrease) in Notes Payable		0			140,000
Common Stock issued for Cash
Net Cash provided by (used) in Financing Activities		0			131,081
Net Increase (Decrease) in Cash		(3064,~~002~~462	)	$	9970,~~058~~608
Cash at Beginning of Period		66,850			14,297
Cash at End of Period	$	362,~~848~~388		$	~~113~~84,~~355~~905
Supplemental Cash Flow Information:
Interest Paid	$	—		$	—
Income Taxes Paid	$	—		$	—
The Accompanying Notes are an Integral Part of These Financial Statements

SYBLEU INC.

Notes to Condensed Financial Statements

As of ~~December~~March 31, ~~2022~~2023

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Company intends to engage primarily in the development of regenerative medical applications up to the point of successful completion of Phase I and or Phase II clinical trials after which the Company would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

A. BASIS OF ACCOUNTING

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

B. USE OF ESTIMATES

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

C. CASH EQUIVALENTS

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

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

E. RESEARCH AND DEVELOPMENT COSTS

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

F. STOCK BASED COMPENSATION

Stock issued for Employee Compensation

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

During the quarter ended ~~December~~March 31, ~~2022~~2023 ~~6,000,000~~ 0no shares of common stock were issued as employee compensation.

In determining Fair Value for shares issued to employees an asset based valuation method was utilized , specifically Enterprise Value(Assets Less Cash and Cash Equivalents plus Fair Value of Debt) less Fair Value of Debt. The following inputs were utilized.

Schedule of valuation method of fair value of unvested shares
Fair Value of Intellectual Property	$	35,490
Securities	$	3,771
Notes Payable	$	140,000
Accrued Interest	$	19,504
Taxes Payable	$	10,935
Less Total Debt	$	(170,439	)
Portion of Enterprise Value available to shareholders	$	39,261
Fair Value per share	$	0.00381

Stock issued for Non-Employee Services

Stock Based compensation to non-employees is accounted for in accordance with ASC 505-50. ASC 505-50 requires entities to account for non-employee equity transactions based on either the fair value of the services received or the fair value of the equity instrument issued utilizing whichever measurement is most reliable

During the quarter ended December 31, 2022 no stock was issued for Non-Employee Services .

Pursuant to ASC 505-50-30-11505-50-30-11 an issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date:

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~~ clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of ~~December~~March 31, ~~2022~~2023 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

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

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

H. BASIC EARNINGS (LOSS) PER SHARE

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

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of ~~December~~March 31, ~~2022~~2023.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

The Company has adopted Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company has adopted the provisions of this ASU effective the fiscal year ended 2020. This guidance did not have a material impact on the Company’s Financial Statements.

On February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as "lessees," to recognize on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. This guidance is not expected to have a material impact on the Company’s financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. This guidance is not expected to have a material impact on the Company’s financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has ~~generated~~ generated net losses of $~~389~~418,~~328~~362 during the period from June 12, 2020 (inception) through ~~December~~March 31,~~2022~~ 2023. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

NOTE 4. RELATED PARTY TRANSACTIONS.

The Company utilizes approximately 500 square feet of office space at 1034 Throggs Neck Expressway, Bronx NY 10465 provided to the Company by Joseph G. Vaini, the Company’s sole officer and director, on a month to month basis free of charge. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

On January 8, 2023 the Company entered into an agreement with Joanne Vaini whereby Joanne Vaini agreed to provide bookkeeping services for the Company for the period beginning January 9, 2023 and ending July 9, 2024 (“Agreement”) for total consideration consisting of $15,000. Joanne Vaini is the spouse of Joseph G. Vaini the Company’s sole officer and director.

NOTE 5. NOTES PAYABLE

Schedule of related party debt
Bostonia Partners		140,000
Notes Payable, as of December 31, 2022	$	140,000
Notes Payable, as of March 31, 2023	$	140,000

$10,000 owed by the Company to Bostonia Partners bears simple interest at %10% and is due and payable September 20, 2022.

$30,000 owed by the Company to Bostonia Partners bears simple interest at %10% and is due and payable September 30, 2022.

$100,000 owed by the Company to Bostonia Partners bears simple interest at %10% and is due and payable October 5, 2022.

NOTE 6. INVESTMENT SECURITIES

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

On ~~December~~March 31, ~~2022~~2023 the Company revalued 6,500 common shares of Oncology Pharma, Inc. at the closing price of the common shares on the OTC Pink market.

As of ~~December~~March 31, ~~2022~~2023:

Schedule Of Common Shares
6,500 Common Shares of Oncology Pharma, Inc.
	Basis		Fair Value		Total Unrealized Losses			Net Unrealized Gain or ( Loss) during the quarter ended ~~December~~March 31, ~~2022~~2023
$	177,450	$	21,~~200~~203	$	(~~175~~176,~~250~~247	)	$	(~~790~~998	)

NOTE 7. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following class of capital stock as of ~~December~~March 31, ~~2022~~2023:

Common stock, $ 0.0001 par value; 100,000,000 shares authorized: 10,304,492 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company’s stockholders, a ratable share in the assets of the Corporation.

NOTE 8 . STOCK ISSUANCES AND CANCELLATIONS

On December 12, 2022 the Company issued 3,000,000 common shares to Joseph G Vaini pursuant to an agreement whereby Joseph G. Vaini agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company.

On December 12, 2022 the Company issued 3,000,000 common shares to Harry Lander pursuant to an agreement whereby Harry Lander agreed to serve as Chief Scientific Officer of the Company.

On December 13, 2022 the Company cancelled 6,113,508 common shares owned by David Koos, the Company’s previous sole officer and director, and a company controlled by David Koos. Effective December 13, 2022 David Koos resigned as a Director of the Company and also resigned from any and all other offices he had held of the Company (“Resignation”) . In connection with his Resignation Koos has returned any and all common shares directly or indirectly held by Koos to the Company for cancellation. Also in connection with his Resignation Koos and the Company have entered into an agreement ( “Separation Agreement”) whereby the Company shall pay Koos the sum of $10,000.

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~~ 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~~ expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially ~~from~~ from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements ~~contained~~ contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's amended Form S-1 (Amendment No.3) dated October 13, 2020 , the Company’s Form 10-K/A for the period ended June 30, 2021and the Company’s Form 10-K for the period ended June 30, 2022 . All references to” We”, “Us”, “Company” or the “Company” refer to SYBLEU INC.

As of ~~December~~March 31, ~~2022~~2023 we had Cash of $362,~~848~~388 and as of June 30, 2022 we had Cash of $66,850. The decrease in cash of approximately 96% is primarily attributable to (a) $15,000 paid out to Joanne Vaini whereby Joanne Vaini agreed to provide bookkeeping services for the Company for the period beginning January 9, 2023 and ending July 9, 2024 (“Agreement”) for total consideration consisting of $15,000 and (b) $12,500 paid to Wilson Davis and Co., a registered Broker Dealer, for assistance in obtaining DTC eligibility for the Company’s common shares. DTC Eligibility means that a public company's securities are able to be deposited through Depository Trust and Clearing Corporation..

~~The~~Joanne ~~decrease~~Vaini ~~in cash of approximately 45%~~ is ~~attributable to cash expended in conducting~~ the ~~business~~spouse of ~~the~~Joseph ~~Company~~G. asVaini ~~well as $10,000 paid to David Koos,~~ the ~~former CEO of the~~ Company,’s insole ~~consideration~~officer ofand ~~the cancellation of 6,113,508 common shares of the Company beneficially owned by David Koos~~director.

As of ~~December~~March 31, ~~2022~~2023 we had ~~Investment~~Prepaid ~~Securities~~Expenses of $230,~~200~~521 and as of ~~June~~September 30, 2022 we had ~~Investment~~Prepaid ~~Securities~~Expenses of ~~$9,529~~0. Prepaid Expenses recognized as of March 31, 2023 are attributable to:

~~The~~(a) ~~decrease~~3,000,000 incommon ~~Investment~~shares ~~Securities~~issued ofto ~~approximately~~Joseph ~~76.91%~~G isVaini, ~~attributable to~~ the ~~revaluation~~Company’s asChief ofExecutive ~~December 31~~Officer, ~~2022~~pursuant ofto ~~6,500~~an ~~common shares~~employment ofagreement ~~Oncology~~to be ~~Pharma,~~expensed ~~Inc.~~over at the ~~closing~~life ~~price~~ of the ~~common shares on the OTC Pink market.~~agreement

As(b) ~~of December 31~~3,000,000 ~~2022~~common weshares ~~had~~issued ~~Prepaid~~to ~~Expenses~~Dr. ofHarry ~~$21~~Lander,~~951~~ ~~and~~the asCompany’s ofChief ~~September~~Scientific 30Officer, ~~2022~~pursuant weto ~~had~~an ~~Prepaid~~employment ~~Expenses~~agreement expensed ofover 0.the ~~Prepaid~~life ~~Expenses recognized as~~ of ~~December~~the ~~31, 2022 are attributable to (a) 3,000,000 common shares issued to Joseph G Vaini~~agreement.

(bc) 3$15,000~~,000~~ ~~common~~prepaid ~~shares~~pursuant ~~issued~~to an agreement with Joanne Vaini to ~~Dr.~~be ~~Harry~~expensed ~~Lander~~over the life of the agreement.

On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Joseph G. Vaini (“Vaini”) whereby Vaini has agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company subject to the authority of the Company's Board of Directors (the “BOD”). Vaini shall perform such duties commensurate with his offices and as directed the BOD.

The Term of this Agreement shall commence on December 13, 2022 and shall expire on December 13, 2023 unless sooner terminated in accordance with specified provisions contained therein.

As sole compensation for performing his duties pursuant to the Agreement Vaini received 3,000,000 of the Common Shares of the Company ( “Vaini Stock Payment”).Vaini has agreed that for a period of three years from December 9, 2022 Vaini shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Vaini stock payment.12

12As sole compensation for performing his duties pursuant to the Agreement Vaini received 3,000,000 of the Common Shares of the Company ( “Vaini Stock Payment”).Vaini has agreed that for a period of three years from December 9, 2022 Vaini shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Vaini stock payment.

On December 9, 2022 an agreement (“Agreement”) was entered into by and between SYBLEU INC ( the “Company”) and Harry Lander (“Lander”) whereby Lander has agreed to serve as Chief Scientific Officer of the Company subject to the authority of of the Company's Board of Directors (the “BOD”). Lander’s duties will include:

Identifying and introducing to the Company Contract Research Organizations

Identifying and introducing to the Company potential strategic partners

Identifying and introducing to the Company potential members for the Company’s Scientific Advisory Board

Assisting the Company in patent application and prosecution.

The Term of this Agreement shall commence on December 9, 2022 and shall expire on December 8, 2025 unless sooner terminated in accordance with specified provisions contained therein.

As sole compensation for performing his duties pursuant to the Agreement Lander received 3,000,000 of the Common Shares of the Company (“Lander Stock Payment”).Lander has agreed that for a period of three years from December 9, 2022 Lander shall not directly or indirectly, offer, issue, sell, contract to sell (including, without limitation, any short sale), grant any option for the sale of, pledge, or otherwise dispose of or transfer the Lander stock payment.

AsOn ofJanuary ~~December 31~~8, ~~2022~~2023 wean ~~had~~agreement ~~Interest~~was ~~Accrued~~entered ~~but~~into ~~Unpaid~~by ofand ~~$20,196~~between ~~consisting~~Joanne ~~completely~~Vaini ofand ~~interest~~the ~~accrued~~Company ~~but~~whereby ~~yet~~Joanne toVaini beshall ~~paid~~assist onthe ~~Notes~~Company ~~Payable~~with entry and asupdating of ~~June~~financial ~~30,~~records ~~2022~~in weQucikbooks. ~~had~~The ~~Interest~~term ~~Accrued but Unpaid~~ of ~~$13,253~~this ~~consisting~~agreement ~~completely~~commenced ~~of interest accrued but yet to be paid~~ on ~~Notes~~January ~~Payable. The increase in Interest Accrued but Unpaid of approximately 52% is attributable to 6~~9,~~941~~ of2023 ~~interest accrued~~and ~~but~~shall ~~not~~expire ~~paid~~ on July ~~$140~~9,~~000 in Notes payable during the six months ended December 31, 2022.~~2024

As of ~~December~~ March 31, ~~2022~~2023 we had ~~Expenses~~Investment ~~Incurred~~Securities ~~but Unpaid~~ of $~~150~~1,203 and as of June 30, 2022 we had ~~Expenses~~Investment ~~Incurred~~Securities ~~but Unpaid~~ of $~~452~~9,529. ~~The decrease in Expenses Incurred but Unpaid of approximately 68% is primarily attributable to payment of fees owed to the Company’s Transfer Agent.~~

AsThe decrease ofin ~~December~~Investment ~~31,~~Securities ~~2022 we recognized Unearned Income~~ of ~~$155,801~~approximately ~~and as of June 30, 2022 we recognized Unearned Income of $161,699~~87.4% ~~Unearned income recognized by the Company~~ is ~~completely~~ attributable to ~~$177, 450 in licensing fees paid to~~ the ~~Company~~revaluation ~~during~~as ~~the~~of ~~quarter ended~~ March 31, ~~2021~~2023 ~~which~~of ~~are~~6,500 ~~being~~common ~~recognized~~shares ~~over the term~~ of ~~the~~Oncology Pharma, ~~license~~Inc. ~~The~~at ~~decrease~~the inclosing ~~Unearned~~price ~~Income~~ of ~~approximately~~the ~~19%~~common isshares ~~attributable to~~on ~~recognition~~the ofOTC ~~these~~Pink ~~fees as earned as required pursuant to Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606)~~market.

~~The Company~~As ~~recognized revenue~~ of $2March 31,~~948~~ ~~during~~2023 ~~the~~we ~~quarter~~had ~~ended~~expenses ~~December~~accrued ~~31,~~but ~~2022~~unpaid of %1,769 and ~~revenue~~as of $2June 30,~~949~~ ~~for~~2022 ~~the~~we ~~same~~had ~~period~~expenses ~~ended~~accrued ~~2021~~but unpaid of $452. The increase Inof ~~both~~approximately ~~periods~~291% ~~revenue~~is ~~was~~primarily attributable to expenses of $~~177~~1,537 ~~450~~recognized during the period in ~~licensing~~connection ~~fees~~with ~~paid~~an agreement with a third party to ~~the~~provide ~~Company~~on ~~during~~demand ~~the~~telephone ~~quarter~~support ~~ended~~to ~~March~~the ~~31,~~Company ~~2021 which~~related ~~are~~to ~~being~~any ~~recognized~~and ~~over~~all ~~the~~hardware ~~term~~and ofsoftware ~~the~~computer ~~license~~issues .

~~Operating~~As ~~Loss~~ of $4March 31,~~992~~ ~~recognized~~2023 ~~during~~we ~~the~~had ~~quarter~~Interest ~~ended~~Accrued ~~December~~but 31Unpaid of $23,607 ~~2022~~consisting ~~was~~completely ~~approximately~~of ~~61%~~interest ~~lower~~accrued ~~than~~but ~~the~~yet ~~Operating~~to ~~Loss~~be ~~recognized~~paid ~~during~~on Notes ~~the~~Payable ~~same~~and ~~period~~as ~~ended~~of ~~2021~~June ~~which~~30, ~~was~~2022 we had Interest Accrued but Unpaid of $1213,~~756.~~253 ~~The~~consisting ~~decrease~~completely inof ~~Operating~~interest ~~Loss~~accrued isbut ~~primarily~~yet ~~attributable~~ to ~~lower~~be paid ~~General~~on ~~and~~Notes ~~Administrative~~Payable. ~~and~~ The ~~Research~~increase ~~and~~in ~~Development~~Interest ~~expenses~~Accrued ~~incurred~~but ~~during~~Unpaid ~~the~~of ~~period~~approximately ~~ended~~78.1% ~~2022~~is asattributable ~~compared~~ to $10,352 of interest accrued but not paid on $140,000 in Notes payable during the ~~same~~nine ~~period~~months ended ~~2021~~March 31, 2023.

~~Net~~As ~~Loss~~of ~~for~~March ~~the~~31, ~~quarter~~2023 ~~ended~~we ~~December~~recognized ~~31,~~Unearned ~~2022~~Income ~~was~~of $18152,~~527~~918 ~~which~~and isas ~~approximately~~of ~~70%~~June ~~lower~~30, ~~than~~2022 ~~the~~we ~~Net~~recognized ~~Loss~~Unearned Income of $161,699. Unearned income recognized by the Company ~~during~~ ~~the~~is ~~same~~completely ~~period~~attributable ~~ended~~to ~~2021.~~$177, ~~This~~450 ~~decrease~~in islicensing ~~primarily~~fees ~~attributable~~paid to the ~~recognition~~Company ofduring ~~$44~~the quarter ended March 31,~~005~~ of2021 ~~Unrealized~~which ~~Loss~~are onbeing ~~Investment Securities~~recognized ~~during~~over the ~~period~~term ~~ended~~of ~~2021~~the ~~partially~~license. ~~offset~~The bydecrease ~~$9,294~~ in ~~expenses~~Unearned ~~related~~Income tois ~~cancellation~~attributable to recognition of ~~common~~these ~~stock~~fees ~~incurred~~as ~~during the~~earned ~~quarter~~as ~~ended~~required ~~December~~pursuant 31to Accounting Standards Update 2014-09, ~~2022~~Revenue from Contracts with Customers (Topic 606).

The Company recognized revenue of $52,~~897~~883 during the ~~six~~quarter ~~months~~ ended ~~December~~March 31, ~~2022~~2023 and revenue of $52,~~898~~885 for the same period ended ~~2021~~2022. In In both periods revenue was attributable to $177, 450 in licensing fees paid to the Company during the quarter ended March 31, 2021 which are being recognized over the term of the license.

Operating Loss of $1424,~~713~~625 recognized during the ~~six~~quarter ~~months~~ ended ~~December~~March 31, 2022 was approximately 5116% ~~lower~~higher than the Operating Loss recognized ~~during~~ during the same period ended 2021 which was $3012,~~089~~756. The ~~decrease~~increase in Operating Loss is ~~primarily~~largely attributable to ~~lower~~$12,500 ~~General~~in ~~and~~consulting ~~Administrative,~~fees paid ~~Consulting~~during ~~and~~the ~~Research~~period ended 2023 to Wilson Davis and ~~Development~~Co., ~~expenses~~a ~~incurred~~registered ~~during~~Broker Dealer, for assistance in obtaining DTC eligibility for the Company’s ~~period~~common ~~ended~~shares. ~~2022~~DTC asEligibility ~~compared~~means that a public company's securities are able to ~~the~~be ~~same~~deposited ~~period~~through ~~ended~~Depository ~~2021~~Trust and Clearing Corporation.

Net Loss for the ~~six~~quarter ~~months~~ ended ~~December~~March 31, ~~2022~~2023 was $3829,~~277~~034 which is approximately 807% ~~lower~~higher than the Net Loss recognized by the Company ~~during~~ during the same period ended ~~2021~~2022. This ~~decrease~~ is primarily attributable to ~~the~~higher ~~recognition~~operating ofexpenses ~~$158,925~~incurred ~~of Unrealized Loss on Investment Securities~~ during the period ended ~~2021~~2023 ~~partially~~as compared ~~offset by $9,294 in expenses related~~ to ~~cancellation of common stock incurred during~~ the ~~quarter~~same period ended ~~December 31,~~ 2022.

AsThe ofCompany ~~December~~recognized 31revenue of $8,780 ~~2022~~during wethe ~~had~~nine ~~$36,848~~months inended ~~cash~~March on31, ~~hand~~2023 and ~~current~~revenue ~~liabilities~~ of $~~171~~8,~~281~~783 ~~such~~for ~~liabilities~~the ~~consisting~~same ofperiod ~~Income~~ended ~~Tax Payable~~2022. ~~,Accrued~~In ~~Expenses,~~both ~~Notes~~periods ~~Payable~~revenue ~~and~~was ~~interest~~attributable to on$177, ~~Promissory~~450 ~~Notes~~in ~~accrued~~licensing ~~but~~fees ~~unpaid.~~paid Weto ~~feel~~the weCompany ~~will~~during ~~not~~the bequarter ~~able~~ended toMarch ~~satisfy~~31, ~~our cash~~2021 ~~requirements~~which ~~over~~are ~~the~~being ~~next~~recognized ~~twelve~~over ~~months~~the ~~and~~term ~~shall~~of bethe ~~required to seek additional financing~~license.

~~Management~~Operating ~~plans~~Loss toof ~~raise~~$39,338 ~~additional~~recognized ~~funds~~during bythe ~~obtaining~~nine ~~governmental~~months ~~and~~ended ~~nongovernmental~~March ~~grants~~31, as2023 ~~well~~was asapproximately ~~offering~~23% ~~securities~~lower ~~for~~than ~~cash.~~the ~~Management has~~Operating ~~yet~~Loss torecognized during ~~decide what type of offering~~ the ~~Company~~same ~~will~~period ~~use~~ended or2022 ~~how~~which ~~much~~was ~~capital~~$51,391. ~~the~~The ~~Company~~decrease ~~will~~in ~~raise.~~Operating ~~There~~Loss is noprimarily ~~guarantee~~attributable ~~that the Company will be able~~ to ~~raise~~lower ~~any~~General ~~capital~~and ~~through~~Administrative and ~~any~~Consulting ~~type~~expenses ofincurred ~~offerings.~~during ~~Management~~the ~~can~~period ~~give~~ended no2023 ~~assurance~~as ~~that~~compared ~~any~~to ~~governmental or nongovernmental grant will be obtained by~~ the ~~Company~~same ~~despite~~period ~~the~~ended ~~Company’s best efforts~~2022.

AsNet ofLoss ~~December~~for the nine months ended March 31, ~~2022~~2023 was $67,311 which is approximately 70% lower than the Net Loss recognized by the Company during ~~was~~the ~~not~~same ~~party~~period ended 2022. This decrease is primarily attributable to ~~any~~the ~~binding~~recognition ~~agreements~~of ~~which~~$161,200 ~~would~~of ~~commit~~Unrealized ~~SYBLEU~~Loss toon ~~any~~Investment Securities ~~material~~during ~~capital~~the ~~expenditures~~period ended 2022 .

~~Item~~As 3of March 31, 2023 we had $2,388 in cash on hand and current liabilities of $176,311 such liabilities consisting of Income Tax Payable ,Accrued Expenses, Notes Payable and interest on Promissory Notes accrued but unpaid. ~~Quantitative~~We feel we will not be able to satisfy our cash requirements over the next twelve months and ~~Qualitative~~shall ~~Disclosures~~be ~~About~~required ~~Market~~to ~~Risk~~seek additional financing.

AsManagement aplans ~~smaller~~to ~~reporting~~raise ~~company,~~additional funds by obtaining governmental and nongovernmental grants as ~~defined~~well byas ~~Rule~~offering ~~229~~securities for cash.~~10(f)~~ ~~(1)~~Management has yet to decide what type of ~~Regulation~~offering ~~S-K,~~the weCompany ~~are~~will ~~not~~use ~~required~~or tohow ~~provide~~much capital the ~~information~~Company ~~required~~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 ~~this~~the ~~Item~~Company despite the Company’s best efforts.

~~Item~~As 4.of ~~Controls~~March ~~and~~31, ~~Procedures~~2023 the Company was not party to any binding agreements which would commit SYBLEU to any material capital expenditures.

~~Evaluation of~~Item ~~Disclosure~~3. ~~Controls~~Quantitative and ~~Procedures~~Qualitative Disclosures About Market Risk

As ofa ~~the~~smaller ~~end~~reporting ofcompany, ~~the~~as ~~period~~defined ~~covered~~ by ~~this~~Rule ~~report,~~229.10(f) ~~the~~(1) ~~Company carried out an evaluation, under the supervision and with the participation~~ of ~~Joseph~~Regulation ~~G. Vaini who is the Company’s Principal Executive Officer~~ S-K, ~~Chief~~we 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~~not required to provide ~~a reasonable level of assurance of achieving~~ the ~~Company’s~~information ~~disclosure control objectives.~~required ~~The~~by ~~Company’s Principal Executive Officer and Principal Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, effective at~~ this ~~reasonable assurance level as of the period covered~~Item.

~~Changes in Internal Controls over Financial Reporting~~14

~~In connection~~Item ~~with the evaluation of the Company’s internal controls during the period commencing on October 1, 2022 and ending on December 31, 2022, Joseph G~~4. ~~Vaini~~Controls ~~, who serves as the Company’s Principal Executive Officer~~ and Principal Financial Officer, has determined that there were no changes to the Company’s internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reportingProcedures.

14Evaluation of Disclosure Controls and Procedures

~~PART~~As IIof -the ~~OTHER~~end ~~INFORMATION~~ of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of Joseph G. Vaini who is the Company’s Principal Executive Officer , Chief Financial Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer and Principal Financial Officer has concluded that the Company’s disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

~~Item~~Changes 1.in ~~Legal~~Internal ~~Proceedings.~~Controls over Financial Reporting

~~There~~In ~~are~~connection nowith ~~material~~the ~~pending~~evaluation ~~legal~~of ~~proceedings~~the toCompany’s ~~which~~internal controls during the period commencing on January 1, 2023 and ending on March 31, 2023, Joseph G. Vaini , who serves as the Company’s isPrincipal aExecutive ~~party~~Officer orand ofPrincipal ~~which~~Financial ~~any~~Officer, ofhas determined that there were no changes to the Company’s ~~property~~internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the ~~subject~~Company’s internal controls over financial reporting.

~~Item~~PART 2.II ~~Unregistered~~- ~~Sales~~OTHER ~~of Equity Securities and Use of Proceeds~~INFORMATION

~~On December~~Item ~~12, 2022 the Company issued 3,000,000 common shares (“Shares”) to Joseph G Vaini pursuant to an agreement whereby Joseph G~~1. ~~Vaini~~Legal ~~agreed to serve as President, Chief Executive Officer, Secretary, Chief Financial Officer and Secretary, Treasurer and Principal Accounting Officer of the Company~~Proceedings.

OnThere ~~December~~are ~~12,~~no ~~2022~~material ~~the~~pending ~~Company~~legal ~~issued~~proceedings ~~3,000,000 common shares (“Shares”)~~ to ~~Harry~~which ~~Lander~~the ~~pursuant~~Company tois ana ~~agreement~~party ~~whereby Harry~~or ~~Lander~~of ~~agreed~~which toany ~~serve~~of asthe ~~Chief~~Company’s ~~Scientific~~property ~~Officer~~is of the ~~Company~~subject.

~~On December~~Item ~~13, 2022 the Company cancelled 6,113,508 common shares owned by David Koos, the Company’s previous sole officer and director, and a company controlled by David Koos~~2. ~~Effective~~Unregistered ~~December~~Sales ~~13, 2022 David Koos resigned as a Director~~ of ~~the~~Equity ~~Company~~Securities and ~~also~~Use ~~resigned from any and all other offices he had held~~ of the Company (“Resignation”) . In connection with his Resignation Koos has returned any and all common shares directly or indirectly held by Koos to the Company for cancellation. Also in connection with his Resignation Koos and the Company have entered into an agreement ( “Separation Agreement”) whereby the Company shall pay Koos the sum of $10,000.Proceeds

~~All~~There ~~Shares issued~~ were ~~issued~~no ~~pursuant~~Unregistered toSales ~~Section 4(a) (2)~~ of ~~the~~Equity Securities ~~Act~~during ~~of 1933, as amended (~~the ~~“Act”).~~quarter Noended ~~underwriters were~~March ~~retained~~31, ~~to serve as placement agents for the sale~~2023. The shares were sold directly through our management. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

EXHIBITS

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
10.21	Assignments
10.22	Stock Purchase Agreement
10.33	Assignment dated 12/2
10.38	License Agreement
10.7	Note Payable $20,000
10.8	Note Payable $30,000
10.9	Note Payable $100,000
10.10	Separation Agreement
10.11	Vaini Agreement
10.12	Lander Agreement
10.13	Joanne Vaini Agreement
10.14	AGREEMENT BY AND BETWEEN SYBLEU INC AND TIMOTHY G FOAT

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SYBLEU INC By: /s/ Joseph G. Vaini Name: Joseph G. Vaini Title: Chairman, Chief Executive Officer Date:

		SYBLEU INC

	By:	/s/ Joseph G. Vaini
	Name:	Joseph G. Vaini
	Title:	Chairman, Chief Executive Officer
	Date:	April 11, 2023

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

		SYBLEU INC

	By:	/s/ Joseph G. Vaini
	Name:	Joseph G. Vaini
	Title:	Chief Financial Officer, Director
	Date:	April 11, 2023

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