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EX-32.2 - SECTION 906 CERTIFICATION - EnzymeBioSystemsex322sec906.txt
EX-31.1 - SECTION 302 CERTIFICATION - EnzymeBioSystemsex311sec302.txt
EX-32.1 - SECTION 906 CERTIFICATION - EnzymeBioSystemsex321sec906.txt
EX-31.2 - SECTION 302 CERTIFICATION - EnzymeBioSystemsex312sec302.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------
                                   FORM 10-Q
                               ------------------

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

               For the quarterly period ended September 30, 2011

                                       OR

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

                 For the transition period from ______ to ______

                    Commission file number  000-53854

                             ENZYMEBIOSYSTEMS
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Nevada                                          27-0464302
-------------------------------                           -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                  16773 W Park Drive, Chagrin Falls, Ohio, 44023
              ------------------------------------------------------
               (Address of principal executive offices)(Zip Code)
         Issuer's telephone number, including area code: (440) 708-0012

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 |X| 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
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act (Check one).

Large accelerated filer |_|                Accelerated filer |_|
Non-accelerated filer |_|                  Smaller Reporting Company |X|
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

As of November 16, 2011, the registrant's outstanding common stock consisted
of 31,500,000 shares, $0.001 par value.  Authorized - 195,000,000 common
voting shares.  One millions Series A preferred issued, 5,000,000 preferred
shares, par value $0.001 authorized.


Table of Contents EnzymeBioSystems Index to Form 10-Q For the Quarterly Period Ended September 30, 2011 Part I. Financial Information Page Item 1. Financial Statements Unaudited Interim Balance Sheets as of September 30, 2011 and June 30, 2011 3 Unaudited Condensed Interim Statements of Operations for the three months ended September 30, 2011 4 Unaudited Condensed Interim Statements of Cash Flows for the three months ended September 30, 2011 5 Notes to the Condensed Interim Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 Part II Other Information Item 1. Legal Proceedings 22 Item 1A. Risk Factors 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Submission of Matters to a Vote of Security Holders 22 Item 5. Other Information 22 Item 6. Exhibits 23 Signatures 24 2
Part I. Financial Information Item 1. Financial Statements EnzymeBioSystems (A Development Stage Company) Unaudited Interim Balance Sheets September 30, June 30, 2011 2011 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 32,484 $ 56,184 Prepaid expense 220 - ------------ ------------ Total current assets 32,704 56,184 ------------ ------------ TOTAL ASSETS $ 32,704 $ 56,184 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 246 $ 400 Accrued expenses 7,600 8,700 Credit card payable - 463 Due to related party 1,390 1,390 ------------ ------------ Total current liabilities 9,236 10,953 ------------ ------------ Stockholders' equity: Preferred stock, $0.001 par value, 5,000,000 shares authorized, 1,000,000 and 1,000,000 issued and outstanding as of 9/30/11 and 6/30/11, respectively 1,000 1,000 Common stock, $0.001 par value, 195,000,000 shares authorized, 31,500,000 and 31,500,000 shares issued and outstanding as of 9/30/11 and 6/30/11, respectively 31,500 31,500 Additional Paid-in Capital 185,000 182,500 (Deficit) accumulated during development stage (194,032) (169,769) ------------ ------------ Total stockholders' equity 23,468 45,231 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 32,704 $ 56,184 ============ ============ The accompanying notes are an integral part of these financial statements. 3
EnzymeBioSystems (A Development Stage Company) Unaudited Condensed Interim Statements of Operations For the For the three months From three months ended June 26, 2009 ended September 30, (inception) to September 30, 2010 September 30, 2011 (Restated) 2011 -------------- -------------- -------------- REVENUE $ - $ - $ - OPERATING EXPENSES: General & administrative 8,652 7,528 85,223 Research & development 9,611 10,690 74,474 Research & development reimbursement - - (10,976) Salaries 6,000 6,000 39,000 -------------- -------------- -------------- Total operating expenses 24,263 24,218 187,721 -------------- -------------- -------------- Loss from operations (24,263) (24,218) (187,721) OTHER EXPENSES: Loss on impairment of furniture and equipment - - (6,311) -------------- -------------- -------------- Total other expense - - (6,311) -------------- -------------- -------------- Net (loss) before income taxes (24,263) (24,218) (194,032) Provision for income tax - - - -------------- -------------- -------------- NET (LOSS) $ (24,263) $ (24,218) $ (194,032) ============== ============== ============== BASIC LOSS PER SHARE $ (0.00) $ (0.00) ============== ============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND FULLY DILUTED 31,500,000 31,500,000 ============== ============== The accompanying notes are an integral part of these financial statements. 4
EnzymeBioSystems (A Development Stage Company) Unaudited Condensed Interim Statement of Cash Flows For the For the three months From three months ended June 26, 2009 ended September 30, (inception) to September 30, 2010 September 30, 2011 (Restated) 2011 -------------- -------------- -------------- OPERATING ACTIVITIES Net (loss) $ (24,263) $ (24,218) $ (194,032) Adjustments to reconcile net loss to net cash used by operating activities: Increase (decrease) in: Accounts payable (154) (1,063) 246 Accrued expense (1,100) (2,000) 7,600 Credit card payable (463) (1,008) - Depreciation - - 906 Impairment of asset - - 6,311 Donated services 2,500 2,500 20,000 Customer deposits - 50,000 - Prepaid expense (220) - (220) -------------- -------------- -------------- Cash (used) by operating activities (23,700) 24,211 (159,189) INVESTING ACTIVITIES Purchase of furniture and equipment - - (7,317) Sale of furniture and equipment - - 100 -------------- -------------- -------------- Cash (used) by investing activities - - (7,217) FINANCING ACTIVITIES Sale of preferred stock - - 150,000 Sale of common stock - - 40,500 Contributed capital - 2,000 7,000 Due to related party - - 1,390 -------------- -------------- -------------- Cash provided by financing activities - 2,000 198,890 -------------- -------------- -------------- NET INCREASE IN CASH (23,700) 26,211 32,484 CASH AND EQUIVALENTS - BEGINNING OF PERIOD 56,184 5,913 - -------------- -------------- -------------- CASH AND EQUIVALENTS - END OF PERIOD $ 32,484 $ 32,124 $ 32,484 ============== ============== ============== SUPPLEMENTAL DISCLOSURES: Interest paid $ - $ - $ - Income taxes paid $ - $ - $ - Non-cash transactions $ 2,500 $ 2,500 $ 26,311 The accompanying notes are an integral part of these financial statements. 5
EnzymeBioSystems (A Development Stage Company) Notes to the Condensed Interim Financial Statements September 30, 2011 (Unaudited) NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2011 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2011 audited financial statements. The results of operations for the period ended September 30, 2011 are not necessarily indicative of the operating results for the full year. Basis of Presentation --------------------- In the opinion of management, the accompanying balance sheets and related interim statements of income, cash flows, and stockholders' equity include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions the affect the reported amounts of assets, liabilities, revenue and expenses. Actual results and outcomes may differ from management's estimates and assumptions. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Form 10-K. 6
EnzymeBioSystems (A Development Stage Company) Notes to the Condensed Interim Financial Statements September 30, 2011 (Unaudited) NOTE 2 - GOING CONCERN These condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of September 30, 2011, the Company has not recognized any revenues and has accumulated operating losses of approximately $194,032 since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES 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. Recent Accounting Pronouncements -------------------------------- The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. 7
EnzymeBioSystems (A Development Stage Company) Notes to the Condensed Interim Financial Statements September 30, 2011 (Unaudited) NOTE 4 - RESTATEMENT Due to an accounting error, the Company has restated its financial statements as of and for the three months ended September 30, 2010 to reflect a correction to an understatement of transfer agent fees expenses for the three month period of $200. The Company's summarized financial statements comparing the restated financial statements to those originally filed are as follows: For the three months ended September 30, 2010 ------------------ Original Restated Change -------- -------- -------- STATEMENT OF OPERATIONS EXPENSES: Total expenses 24,018 24,218 200 -------- -------- -------- Net (loss) $(24,018)$(24,218)$ (200) ======== ======== ======== STATEMENT OF CASH FLOWS OPERATING ACTIVITIES Net (loss) $(24,018)$(24,218)$ (200) Accounts payable (1,263) (1,063) 200 -------- -------- -------- Net cash (used) by operating activities 24,211 24,211 - -------- -------- -------- 8
EnzymeBioSystems (A Development Stage Company) Notes to the Condensed Interim Financial Statements September 30, 2011 (Unaudited) NOTE 5 - RELATED PARTY TRANSACTIONS The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6 - CONTRIBUTED CAPITAL During the three months ending September 30, 2011, the Company's corporate counsel agreed to prepare, write, EDGARize and provide legal opinion for the Company's interim reports and Form 10 filing, which the law firm valued at $2,500. The law firm decided to contribute this capital to help build goodwill for its law firm. NOTE 7 - SUBSEQUENT EVENTS The Company has evaluated subsequent events from September 30, 2011 through the date the financial statements are issued, and has determined that no such events have occurred. 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Information The Company may from time-to-time make written or oral "forward-looking statements" including statements contained in this report and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements of the Company's plans, objectives, expectations, estimates and intentions, which are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, in addition to others not listed, could cause the Company's actual results to differ materially from those expressed in forward looking statements: the strength of the domestic and local economies in which the Company conducts operations, the impact of current uncertainties in global economic conditions and the ongoing financial crisis affecting the domestic and foreign banking system and financial markets, including the impact on the Company's suppliers and customers, changes in client needs and consumer spending habits, the impact of competition and technological change on the Company, the Company's ability to manage its growth effectively, including its ability to successfully integrate any business which it might acquire, and currency fluctuations. All forward-looking statements in this report are based upon information available to the Company on the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Critical Accounting Policies ---------------------------- There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2011. 10
Results of Operations --------------------- Overview of Current Operations ------------------------------ EnzymeBioSystems was formed on June 26, 2009 as a Nevada corporation. We are a startup company that plans to manufacture specialty enzymes and enzyme related products. Activities to date have been limited primarily to organization, initial capitalization, establishing administrative offices in Chargrin, Falls, Ohio, and commencing our initial operational plans. As of the date of this offering circular, the Company has developed a business plan, established administrative offices and started obtaining laboratory equipment to build its laboratory. Enzymes can be categorized as "enzyme inhibitors" and "enzyme activators." Enzyme inhibitors are molecules that bind to enzymes and decrease their activity. Since blocking an enzyme's activity can kill a pathogen or correct a metabolic imbalance, many drugs are enzyme inhibitors. Enzyme activators are molecules that bind to enzymes and increase their activity. These molecules are often involved in the allosteric [defined as having to do with a protein with a structure that is altered reversibly by a small molecule so that its original function is modified] regulation of enzymes in the control of metabolism. Both enzyme inhibitors and enzyme activators are currently used by many pharmaceutical and biotechnology companies in research and development of new drug compounds. Enzymes also can be used as pharmaceutical products. Enzymes as pharmaceuticals have two important features that distinguish them from all other types of pharmaceutical products. First, enzymes often bind and act on their targets with great affinity and specificity. Second, enzymes are catalytic and convert multiple target molecules to the desired products. These two features make are considered specialized enzymes that can accomplish therapeutic biochemistry in the body that small molecules cannot. These characteristics have resulted in the development of many enzyme drugs for a wide range of disorders, e.g. insulin and interferon. We plan to deploy our enzyme technologies across diverse markets that represent commercial opportunities in helping us build visibility for EnzymeBioSystems. This includes building our reputation in the scientific community through trade publications and protecting our intellectual property and technology through the patent process. Management is evaluating an enzyme compound which it believes has a specific therapeutic value in fighting tumors. In an effort to evaluate this compound, management, on or about July 9, 2010 entered into an agreement with Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, to perform rat studies. The research will study a series of semisynthetic penicillins and cephalosporins containing structural fragments of the well-known antitumor 11
antibiotic sarcomycin. Specifically, the two areas of this study will include: 1) an examination of the in vitro cytotoxicity of penicillin analogs against hepatocellular carcinoma cells; and 2) Investigate the dose-responsive antitumor actions of penicillin analogs against chemically-induced hepatic tumorigenesis in rats. Management hopes this research with identify an enzyme compound developed by the Company that will lead to the filing of an Investigational New Drug Application ("IND") with the U. S. Food and Drug Administration. It is still too early to determine if this project has any potential value for the Company, and there are no assurances that the Company will ever obtain be able to obtain an IND for this compound. We currently have only limited resources and capability to develop, manufacture, market, sell, or distribute specialty enzyme products on a commercial scale. We will determine which specialty enzyme products to pursue independently based on various criteria, including: investment required, estimated time to market, regulatory hurdles, infrastructure requirements, and industry-specific expertise necessary for successful commercialization. At any time, we may modify our strategy and pursue collaborations for the development and commercialization of some specialty enzyme products that we had intended to pursue independently. In order for us to commercialize more specialty enzyme products directly, we plan to establish or obtain through outsourcing arrangements additional capability to develop, manufacture, market, sell, and distribute such products. Marketing Strategy ------------------ Through our future independent and collaborative research and development programs, we plan to develop commercial enzyme products across multiple markets. In addition, we plan to develop a pipeline of enzyme product candidates that we expect to launch independently and/or in collaboration with strategic partners. Once we develop our innovative enzyme products, we plan to send samples of these products to potential customers. This will give them an opportunity to evaluate our products as compared to the enzymes they are purchasing from our competition. Competition ----------- Our competitors have substantially greater financial, technical, and marketing resources than we do and may succeed in developing products that would render our products obsolete or noncompetitive. In addition, many of these competitors have significantly greater experience than we do in their respective fields. Our ability to compete successfully will depend on our ability to develop proprietary products that reach the market in a timely manner and are technologically superior to, and/or are less expensive than, other products on the market. Current competitors or other companies may develop technologies and products that are more effective than ours. Our technologies and products may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors. 12
Any enzyme products that we develop will compete in multiple, highly competitive markets. For example, Codexis, Maxygen, Inc., Evotec, and Xencor have alternative evolution technologies. Integrated Genomics Inc., Myriad Genetics, Inc., and ArQule, Inc. perform screening, sequencing, and/or bioinformatics services. Novozymes A/S, Verenium Corporation, Genencor International Inc. and MPBiomedicals are involved in development, overexpression, fermentation, and purification of enzymes. Many of these competitors have significantly greater financial and human resources than we do. We believe that the principal competitive factors in our market are access to genetic material, technological experience and expertise, and proprietary position. Our Growth Strategy ------------------- Management is preparing a number of trade articles to publish in research and medical journals on the theoretical and practical applications of enzyme research. Management hopes these articles will give the Company some notoriety among enzyme researchers/users. The articles are being prepared for the direct purpose of selling our research applications to research facilities and end users. If enzyme researchers/users are intrigued by the applications discussed in the research articles, management believes these researches/users will become future customers and purchase specialty enzymes from EnzymeBioSystems. Also, management hopes to position the Company, whereby it receives royalties from the enzyme applications it develops and markets. Results of Operations for the three months ended September 30, 2011 ------------------------------------------------------------------- During the three month period ended September 30, 2011, the Company did not generate any revenues. In addition, the Company does not expect to generate any profit for the next twelve months. For the three months ending September 30, 2011, we experienced a net loss of $(24,263) as compared to a net loss of $(24,218) for the same period last year. The net loss for the three months ending September 30, 2011 was attributed to administrative fees of $8,652, research and development of $9,611 and salaries of $6,000. 13
Revenues -------- The Company has generated no revenues since its inception. As of September 30, 2011, the Company had an accumulated deficit of $(194,032) dollars. There can be no assurances that the Company can achieve or sustain profitability or that the Company's operating losses will not increase in the future. Plan of Operation ----------------- Management does not believe that the Company will be able to generate any significant profit during the coming year. Management believes developmental and marketing costs will most likely exceed any anticipated revenues for the coming year. Management is evaluating an enzyme compound which it believes has a specific therapeutic value in fighting tumors. On or about July 9, 2010, management entered into agreement an with Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio, to perform rat studies. The research will study a series of semisynthetic penicillins and cephalosporins containing structural fragments of the well-known antitumor antibiotic sarcomycin. Specifically, the two areas of this study will include: 1) an examination of the in vitro cytotoxicity of penicillin analogs against hepatocellular carcinoma cells; and 2) Investigate the dose-responsive antitumor actions of penicillin analogs against chemically-induced hepatic tumorigenesis in rats. Management hopes this research with identify an enzyme compound developed by the Company that will lead to the filing of an Investigational New Drug Application ("IND") with the U. S. Food and Drug Administration. It is still too early to determine if this project has any potential value for the Company, and there are no assurances that the Company will ever obtain be able to obtain an IND for this compound. Management intends to personally finance EnzymeBioSystems, without seeking reimbursement, to ensure that the Company has enough funds to operate for the next twelve (12) months without the need to raise additional capital to meet its fully reporting obligations in its normal course of business. Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive. 14
Going Concern ------------- Our independent auditors included an explanatory paragraph in their report on the June 30, 2011 audited financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Summary of any product research and development that we will perform for the term of our plan of operation. ----------------------------------------------------------------------------- We plan to deploy our enzyme technologies across diverse markets that represent commercial opportunities in helping us build visibility for EnzymeBioSystems. We plan to use enzyme technologies to develop commercial solutions for a broad range of applications within the specialty chemical industry. These markets are largely served by a small number of large, well-established businesses and research university centers. We plan to work collaboratively with those industrial companies to develop differentiated, high performance enzyme solutions for their target markets, and to leverage their well-developed distribution capabilities to better exploit commercial opportunities. We believe that this market approach might give us the ability to broadly apply our enzyme development and manufacturing capabilities while minimizing commercial risk in that research or pharmaceutical companies might change their needs during our development processes. We view our enzyme development and manufacturing capabilities as: 1) Computer-based methods of predicting the affinity of an inhibitor or activator for an enzyme, such as molecular docking. Docking is used to predict the binding orientation of small molecule drug candidates to their protein targets in order to in turn predict the affinity and activity of the small molecule. This plays an important role in the rational design of drugs; and, 2) Deployment of new catalytic systems immobilized on inorganic nano-particles in our technologies. Expected purchase or sale of plant and significant equipment. ------------------------------------------------------------- We opened a laboratory where are producing enzymes on a small scale, we are in the process of developing additional enzymes products. Significant changes in the number of employees. ----------------------------------------------- As of September 30, 2011, we did not have any employees. We are dependent upon our two officers for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time. 15
Liquidity and Capital Resources ------------------------------- The Company is authorized to issue 195,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock. As of November 16, 2011, the Company has 31,500,000 shares of common stock issued and outstanding and 1,000,000 of its Series A Preferred Shares issued and outstanding. As of September 30, 2011, the Company had current assets of $32,704 and current liabilities of $9,236. On January 28, 2011, the company entered into an Exclusive Technology License and Patents Agreement with an accredited investor to help fund the operations of the Company, especially its IND project with Northeastern Ohio Universities College of Medicine d/b/a Northeastern Ohio Universities Colleges of Medicine and Pharmacy in Rootstown, Ohio. The accrediated investor entered into this exclusive licensing agreement and issued one million of its Series A Preferred shares in exchange for $150,000. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. In order for the Company to remain a Going Concern it will need to find additional capital or generate revenues. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all. Our officers have agreed to donate funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds donated. 16
Off-Balance Sheet Arrangements ------------------------------ We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors. Critical Accounting Policies and Estimates ------------------------------------------ Revenue Recognition: We recognize revenue from product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonable assured. New Accounting Standards ------------------------ The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations. 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 4T. Controls and Procedures Evaluation of Disclosure Controls and Procedures ------------------------------------------------ Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses." Management's Report on Internal Control over Financial Reporting ---------------------------------------------------------------- Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: o pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; o provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and 18
o provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2011. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of June 30, 2011. A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q/A, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following: 1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; 2) inadequate segregation of duties consistent with control objectives; 3) ineffective controls over period end financial disclosure and reporting processes. 19
We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year ended June 30, 2011. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. Management Plan to Remediate Material Weaknesses ------------------------------------------------ Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above. Changes in Internal Control over Financial Reporting ---------------------------------------------------- There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This amended quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report. 20
(c) Changes in internal controls over financial reporting ---------------------------------------------------------- There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 21
PART II. OTHER INFORMATION Item 1 -- Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us. Item 1A - Risk Factors See Risk Factors set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2011 and the discussion in Item 1, above, under " Liquidity and Capital Resources." Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3 -- Defaults Upon Senior Securities None. Item 4 -- Submission of Matters to a Vote of Security Holders None. Item 5 -- Other Information None. 22
Item 6 -- Exhibits Filed Period Filing Exhibit Exhibit Description herewith Form ending Exhibit date ------------------------------------------------------------------------------- 3.1 Articles of Incorporation, S-1 6/30/09 3.1 09/28/2009 as currently in effect ------------------------------------------------------------------------------- 3.2 Bylaws S-1 6/30/09 3.2 09/28/2009 as currently in effect ------------------------------------------------------------------------------- 3.3 Articles of Designation, 8-K 1/28/11 3.3 02/01/2011 dated January 13, 2011. ------------------------------------------------------------------------------- 10.1 Agreement between 10-K 6/30/10 10.1 10/13/2010 EnzymeBioSystems and Northeastern Ohio Universities College of Medicine, dated July 9, 2010 ------------------------------------------------------------------------------- 10.2 Exclusive Technology License 8-K 1/28/11 3.3 02/01/2011 and Patents Agreement between EnzymeBioSystems and Berkeley Clinic LC, dated January 28, 2011 ------------------------------------------------------------------------------- 99.1 Subscription Agreement S-1 6/30/09 99.1 09/28/2009 ------------------------------------------------------------------------------- 31.1 Certification of its X Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act ------------------------------------------------------------------------------- 31.2 Certification of its X Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act ------------------------------------------------------------------------------- 32.1 Certification of its X Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act ------------------------------------------------------------------------------- 32.2 Certification of its X Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act ------------------------------------------------------------------------------- 23
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EnzymeBioSystems -------------------------- Registrant Date: November 16, 2011 By: /s/ Ashot Martirosyan ----------------- ------------------------------------------- By: Ashot Martirosyan Its: Principal Executive Officer Date: November 16, 2011 By: /s/ Anushavan Yeranosyan ----------------- ------------------------------------------ By: Anushavan Yeranosyan Its: Principal Accounting Officer 24