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 December 31, 2017

 

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: 333-59114

 

CURATIVE BIOSCIENCES, INC.

(Exact name of small business issuer as specified in charter)

 

Nevada   33-0730042
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

2 South Biscayne Blvd. #3760, Miami, FL.   33131
(Address of principal executive offices)   (Zip Code)

 

(949) 287-3164

(Issuer’s Telephone number, including area code)

 

 

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

 

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 [X]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

 

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

 

  Large accelerated Filer [  ] Accelerated filer [  ]
  Non-accelerated filer [  ] Smaller reporting company [X]

 

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

 

Indicate the number of shares of the registrant’s common stock outstanding of each of the insurer’s common stock, as of the latest practicable date.

 

The number of shares outstanding of the registrant’s only class of common stock, $0.001 par value per share, was 19,574,695 as of February 24, 2018. The registrant has no outstanding non-voting common equity.

 

 

 

     

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2017

 

TABLE OF CONTENTS

 

    PAGE
     
PART I. FINANCIAL INFORMATION    
       
Item 1. Financial Statements   3
       
  (a) Condensed Balance Sheets (Unaudited)   3
  (b) Condensed Statements of Operations (Unaudited)   4
  (c) Condensed Statements of Cash Flows (Unaudited)   5
  (d) Notes to Condensed Financial Statements (Unaudited)   6
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   11
       
Item 3. Quantitative and Qualitative Disclosures about Market Risk   17
       
Item 4. Controls and Procedures   17
       
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings   19
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   19
       
Item 3. Defaults On Senior Securities   19
       
Item 4. Mine Safety Disclosures   19
       
Item 5. Other Information   19
       
Item 6. Exhibits   19
       
Signatures   20

 

  2  

 

 

PART I - FINANCIAL INFORMATION

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

Condensed Balance Sheets

 

    December 31, 2017     June 30, 2017  
    (Unaudited)        
ASSETS                
Current Assets                
Cash   $ -     $ -  
Total Current assets     -       -  
                 
Property and Equipment                
Office Equipment (Net of Accumulated Depreciation)     841       2,265  
Total Fixed Assets     841       2,265  
                 
Total Assets   $ 841     $ 2,265  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts Payable   $ 170,220     $ 177,374  
Accrued Liabilities     6,545       6,545  
Liability for Lawsuit Judgement     200,761       200,761  
Liability for Lease     181,968       181,968  
Payroll and Sales Taxes     3,593       3,592  
Shareholder Loans     111,441       62,825  
Total Current Liabilities     674,528       633,065  
                 
Total Liabilities     674,528       633,065  
                 
Commitments and Contingencies                
                 
Stockholders’ Deficit                
Preferred Stock $0.001 Par Value 25,000,000 Authorized No Shares Issued     -       -  
Common Stock $0.001 Par Value 200,000,000 Authorized 19,574,695 and 15,708,030 Issued and Outstanding at December 31, 2017 and June 30, 2017 Respectively     19,575       15,708  
Additional Paid-In Capital     52,937,348       52,515,882  
Deficit Accumulated     (53,630,610 )     (53,162,390 )
                 
Total Stockholders’ Deficit     (673,687 )     (630,800 )
                 
Total Liabilities and Stockholders’ Deficit   $ 841     $ 2,265  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

  3  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

Condensed Statements of Operations

(Unaudited)

 

    For the Three Months ended
December 31, 2017 		    For the Three Months ended
December 31, 2016 		    For the Six Months ended
December 31, 2017 		    For the Six Months ended
December 31, 2016 		 
                         
Revenues   $ -     $ -     $ -     $ -  
                                 
Operating Expenses                                
General and Administrative Expenses     26,185      

6,792

      42,887       31,301  
Stock Based Compensation    

425,333

     

 -

     

425,333

     

 -

 
Total Operating Expenses     451,518      

6,792

      468,220       31,301  
                                 
Operating Loss     451,518       6,792       468,220       31,301  
                                 
Provision for Income Taxes     -       -       -       -  
                                 
Net Loss   $ 451,518     $ 6,792     $ 468,220     $ 31,301  
                                 
Net Loss Per Share Basic and Diluted   $ 0.03     $ 0.00     $ 0.03     $ 0.00  
                                 
Weighted Average Number of Common Shares Outstanding Basic and Diluted     16,086,291       15,708,000       15,897,160       15,690,910  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

  4  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

Condensed Statements of Cash Flows

(Unaudited)

 

    For the Six Months Ended
December 31, 2017 		    For the Six Months Ended
December 31, 2016 		 
Cash Flows from Operating Activities                
Net Loss   $ (468,220 )   $ (31,301 )
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities                
Depreciation Expense     1,424       1,424  
Stock Based Compensation     425,333          
Shares Issued for Accounts Payable Related Parties     -       21,000  
Changes in Operating Assets and Liabilities                
Increase in Accounts Payable     (7,153 )     (236 )
Net Cash Used in Operations     (48,616 )     (9,113 )
                 
Cash Flows from Investing Activities     -       -  
Net Cash Provided by (Used In) Financing Activities     -       -  
                 
Cash Flows from Financing Activities                
Shareholder Loans Advanced     48,616       9,113  
Net Cash Provided by Financing Activities     48,616       9,113  
                 
Net Increase / Decrease in Cash     -       -  
                 
Cash Beginning of Period     -       -  
                 
Cash Ending of Period   $ -     $ -  
                 
Supplemental Disclosure:                
Income Taxes Paid   $ -     $ -  
Interest Paid   $ -     $ -  
Supplemental Disclosure of Non-Cash Investing and Financing Activities:                
Stock Based Compensation   $ 425,333     $ -  
Shares Issued for Accounts Payable Related Parties   $ -     $ 21,000  
Settlement of Accounts Payable with Equity Related Parties   $ -     $ 16,500  

 

The accompanying notes are an integral part of these unaudited financial statements.

 

  5  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2017 and 2016

 

Note 1. The Company

 

On August 13, 2015, Amaize Beverage Corporation, previously known as SnackHealthy, Inc., a Nevada corporation filed an amendment to its articles of incorporation (the “Amendment”) with the Secretary of State of the state of Nevada. The Amendment provided for the change of the Company’s name from SnackHealthy, Inc., to Amaize Beverage Corporation. The name change and the change of the Company’s trading symbol were subsequently declared effective by the Financial Industry Regulatory Authority (FINRA) as of August 19, 2015.

 

The Board of Directors and the majority shareholders of the Company constituting a total of 9,180,143 shares of common stock (58.44%) approved as of August 29, 2017, in a written consent of the Board of Directors and the majority of the shareholders of the Company as of the same date, a name change from “Amaize Beverage Corporation” to “Curative Biosciences, Inc.” The Company believes that its new name will better reflect the new direction of the Company’s business, that of developing and commercializing novel therapeutics using hemp-derived CBD. On October 6, 2017, the Company filed an amendment to its articles of incorporation (the “Amendment”) with the Secretary of State of the state of Nevada. The Amendment provided for the change of the Company’s name from Amaize Beverage Corporation to its current name, Curative Biosciences, Inc. The Company submitted to FINRA an Issuer Company Related Action Notification for the name change and request for a new trading symbol and is waiting to be declared effective by FINRA.

 

Note. 2 Significant Accounting Policies

 

Basis of Presentation

 

The accompanying condensed unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q as they are prescribed for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the three month period ended December 31, 2017 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018. These condensed statements should be read in conjunction with the financial statements and related notes, which are included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017.

 

Estimates

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

 

Financial Instruments

 

The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and amounts due to related parties, as reported in the accompanying balance sheets, approximates fair value due to the short-term nature of these financial instruments.

 

  6  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2017 and 2016

 

Property and Equipment

 

Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is three to seven years.

 

Website Development Costs

 

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350 Intangible-Goodwill and Other. Costs incurred in the planning state of websites are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated three-year life of the asset. All website development costs have been fully amortized at December 31, 2017.

 

Other Assets

 

Our drink license was amortized over three years and is fully amortized at December 31, 2017.

 

Long-Lived Assets

 

In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.

 

Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Revenue Recognition

 

Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, products are shipped, which is when title and risk of loss pass to the customer and collectability of the amount is reasonably assured. Specifically, revenue is recognized when products are shipped, which is when title and risk of loss pass to the customer. The Company classifies selling discounts and rebates, if any, as a reduction of revenue.

 

Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred no advertising expenses during the three and six month periods ended December 31, 2017 and 2016.

 

Stock-Based Compensation

 

We account for stock based compensation pursuant to FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation . Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

 

  7  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2017 and 2016

 

Equity instruments (“Instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

 

Non-Emplo y ee Stock Options and Warrants

 

The Company accounts for non-employee stock options and warrants under ASC 718, whereby option and warrant costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Unless otherwise provided for, the Company covers option and warrant exercises by issuing new shares.

 

There were no warrants or stock options issued or outstanding during the periods ended December 31, 2017 and 2016. All warrants and stock options issued in prior periods expired without being exercised.

 

Basic and Diluted Net Loss per Common Share

 

Net loss per common share is computed pursuant to FASB Accounting Standards Codification No. 260, Earnings per Share . Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed in the same way as for basic net loss.

 

Reclassifications

 

Certain amounts previously presented for prior year have been reclassified. The reclassifications had no effect on net loss, total assets, or stockholders’ deficit.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

Note 3. Going Concern

 

The financial statements have been prepared assuming the Company will continue as a going concern which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company incurred a net loss of $468,220 for the six month period ended December 31, 2017 and accumulated losses of $53,630,610 since inception to December 31, 2017. Cash used in operations for the period ended December 31, 2017 was $48,616 and as of December 31, 2017, we had a working capital deficit of $674,528. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

 

Management believes that the actions presently being taken and the success of future operations will be sufficient to enable the Company to continue as a going concern, however, there can be no assurance that the raising of equity will be successful or that the Company will be able to achieve profitability. Failure to achieve the needed equity funding or establish profitable operations would have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

  8  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2017 and 2016

 

Note 4. Property and Equipment

 

The Company started the construction of several websites all of which have been completed and were amortized over three years. Computers and furniture are being depreciated over three to seven years.

 

Property and equipment were as follows:

 

    December 31, 2017     June 30, 2017  
             
Office Equipment   $ 22,165     $ 22,165  
Accumulated Depreciation     21,324       19,900  
Net Book Value   $ 841     $ 2,265  

 

Note 5. Commitments and Contingencies

 

Lease Commitments

 

The Company has no current lease commitments. Our existing arrangement is month-to-month provided by an office center which is highly cost effective and adequately satisfies our current requirements. The Company plans to seek leased or additional office space when needed.

 

The Company has not invested in, nor do we own any real property at this time. The Company has no formal policy with respect to investments in real estate or investments with persons primarily engaged in real estate activities.

 

Legal

 

In June of 2013, a former officer of the Company filed a lawsuit against the Company. As of March 31, 2015, the Company had accrued in full for this liability of $200,761 in its financial statements.

 

In January 2014, the Company terminated its Florida office space lease. A liability of $181,968 has been recorded in the Company’s financial statements for the early termination of the lease and remainder of the monthly lease payments through June 2016.

 

Note 6. Stockholders’ Deficit

 

The Company has authorized 200,000,000 shares of common stock with a par value of $0.001 and 25,000,000 shares of preferred stock with a par value of $0.001.

 

During the year ended June 30, 2017, the Company issued 150,000 shares of common stock valued at $37,500 to a related party for services valued at $21,000 and accounts payable in the amount of $16,500.

 

During the six months ended December 31, 2017 the Company issued 3,866,665 shares of common stock valued at $425,333 to a related party for services.

 

Note 7. Loans from Directors and Shareholders

 

During the six months ended December 31, 2017 a related party advanced the Company loans in the amount of $48,616. As of December 31, 2017, the balance of loans outstanding was $111,441. The loans are non-interest bearing and due on demand.

 

  9  

 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2017 and 2016

 

Note 8. Subsequent Events

 

The Company has evaluated subsequent events from December 31, 2017 through the date the financial statements were available to be issued and has determined that there have been no subsequent events after December 31, 2017 for which disclosure is required.

 

On March 5, 2018, the Company’s Board of Directors appointed Ms. West as the Company’s new Chief Operating Officer and approved the major terms of the compensation of Ms. West, our Founder, Chairman of the Board of Directors, former Chief Executive Officer, Executive Vice President, and now Chief Operating Officer. The compensation of Ms. West consists of a stock grant of 1,500,000 registered shares annually, to be issued on a quarterly basis, and a s tock grant of 12,000,000 restricted shares of the Company’s common stock vesting will over a period of two years. 

 

  10  

 

 

ITEM 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” and any other similar words. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward- looking statements include, among others, the following:

 

● product liability claims;
   
● our relationship with, and our ability to influence the actions of, our distributors;
   
● adverse publicity associated with our industry, products or ingredients;
   
● improper action by our employees in violation of applicable law;
   
● changing consumer preferences and demands;
   
● loss or departure of any member of our senior management team which could negatively impact our distributor and/or buyer relations and operating results;
   
● the competitive nature of our business;
   
● regulatory matters governing our products, including potential governmental or regulatory actions concerning the safety or efficacy of our products or ingredients;
   
● risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, pricing and currency devaluation risks;
   
● our dependence on increased penetration of existing markets;
   
● contractual limitations on our ability to expand our business;
   
● our reliance on our information technology infrastructure and outside manufacturers;
   
● the sufficiency of trademarks and other intellectual property rights;
   
  ● product concentration;
   
● our reliance on our management team;
   
● uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto;

 

  11  

 

 

● changes in tax laws, treaties or regulations, or their interpretation;
   
● any collateral impact resulting from the ongoing worldwide financial “crisis,” including the availability of liquidity to us, our customers and our suppliers or the willingness of our customers to purchase products in a recessionary economic environment; and;
   
● whether we will purchase any of our shares in the open markets or otherwise.

 

OVERVIEW

 

GENERAL

 

Curative Biosciences, Inc., formerly Amaize Beverage Corporation, (“the Company”, “the Registrant”, “we”, “us” or “our”) is a life sciences company focused on developing and commercializing novel therapeutics using hemp derived CBD. Our consumer product segment is focused on manufacturing, marketing and selling plant-based CBD products to a range of market sectors.

 

Through our consumer products business, we plan to manufacture, market and sell consumer products containing plant-based CBD under our brand Curative Biosciences . All of our products are non-psychoactive allowing for the global distribution of our hemp oil into international markets that have a zero tolerance for any levels of THC.

 

We expect to realize revenue from our consumer products business segment to fund a portion of our working capital needs, however, we will need to raise additional capital either through the issuance of equity and/or the issuance of debt. Given the small size of our company and the development stage of the Company, we may find it difficult to raise sufficient capital to meet our needs. We do not have any firm commitments for all of our capital needs, and there are no assurances they will be available to us. We made no sales during the three and six months ended December 31, 2017 or 2016.

 

Our principal executive office address is 2 South Biscayne Boulevard, #3760, Miami, Florida 33131 and our telephone number is (949) 287-3164.

 

ORGANIZATION

 

Curative Biosciences, Inc., formerly Amaize Beverage Corporation is organized under the laws of the state of Nevada. The Board of Directors and the majority shareholders of the Company constituting a total of 9,180,143 shares of common stock (58.44%) approved as of August 29, 2017, in a written consent of the Board of Directors and the majority of the shareholders of the Company as of the same date, a name change from “Amaize Beverage Corporation” to “Curative Biosciences, Inc.” The Company believes that its new name will better reflect the new direction of the Company’s business, that of developing and commercializing novel therapeutics using hemp-derived CBD. The Company seeks to manufacture, market and sell consumer products containing plant-based CBD under our brand Curative Biosciences . On October 6, 2017, the Company filed an amendment to its articles of incorporation (the “Amendment”) with the Secretary of State of the state of Nevada. The Amendment provides for the change of the Company name from Amaize Beverage Corporation to its current name, Curative Biosciences, Inc. The Company has applied for a new trading symbol from FINRA and will announce the name and symbol change once it has been declared effective.

 

BUSINESS OVERVIEW

 

In November 2013, Richard Damion joined our Company as the acting Chief Executive Officer. He was then approved by the Board of Directors as the Company’s President and Chief Executive Officer in January 2014. On February 15, 2015, the Board of Directors of the Company appointed A.R. Grandsaert as the Company’s new President. Richard Damion resigned as the Company’s President as of that date; however, he remains the Company’s Chief Executive Officer and Director.

 

We determined during the first quarter of 2015 that we would transition out of our lower margin, perishable snack food product lines. The Company intends to manufacture and market natural health products and operate within the medical cannabis industry. We are building a portfolio of hemp derived Cannabidiol (CBD) products under our Curative brand. The demand for hemp-derived CBD products has grown at an estimated 22% CAGR over the last three years and is expected to increase substantially over the next five years. Curative Biosciences aims to be a significant player in the industry.

 

  12  

 

 

We are a virtual company with distributed employees. We focus on staying lean through the employment of cloud based technologies, maintaining low overhead, subcontracting services, creating sales through commissioned brokers, developing products through reputable co-packers and keeping minimum inventory to ensure freshness and shelf life for our customers and distribution partners.

 

OUR PRODUCTS

 

Our product formulas are derived from natural genetic strains of phytocannabinoid-rich hemp and are grown using 100% organic farming practices. The plants are registered with the Colorado State Department of Agriculture and tested to ensure the THC levels are below .3%. All of our products are non-psychoactive allowing for global distribution into international markets that have a zero tolerance for any levels of THC. The proprietary and patented extraction and purification processing technology used in the manufacturing of our products preserves all the phytocannabinoids, terpenes, and plant lipids, while eliminating any remaining THC and chlorophyll.

 

Our Curative brand Softgels have been developed with a patent pending water-soluble liquid with CBD, and other phytocannabinoids including CBG, CBN, CBC, and over 40 naturally present terpenes. We plan to offer the Curative brand of softgels in 30 and 60 count bottles of “body ready” potencies designed to deliver 10mg CBD and 25mg of CBD per serving. We designed the Curative Softgels for maximum absorption and optimum bioavailability without THC. Our pharmaceutical grade formula utilizes proprietary water-soluble hemp oil, increasing bioavailability by an order of magnitude compared with an oil form.

 

Our Curative brand of Tinctures have been developed with cannabidiol (CBD) oil in varying concentrations and formulated using our full spectrum hemp oil blended with hemp seed oil, grape seed oil, or MCT derived from coconut oil. Our Tinctures contain no THC.

 

DISTRIBUTION

 

We intend to employ several distribution methods to ensure maximum growth, market share and profitability. Initially, we plan to focus our distribution efforts on ecommerce and targeted specialty retail shops.

 

Our marketing efforts will be focused on online consumers and retail distribution channels in the United States. We believe this approach is ideal for our products market as it provides an opportunity to focus our marketing efforts on educating targeted customers about the potential health benefits of CBD and other key ingredients in our products.

 

INDUSTRY OUTLOOK

 

Hemp Business Journal’s data demonstrates the hemp industry is growing with a 22% CAGR, and they estimate that the hemp industry will grow to $1.8 billion USD in sales by 2020, led by food, body care, and CBD-based products. 1,2

 

The report estimated $130 million USD in hemp-derived CBD sales in 2016. This category is being driven by channel sales in the natural products industry, smoke shops and online verticals, with pharmaceutical players quickly moving into position to capture market share.

 

The US medical cannabis market is a rapidly growing market with estimated retail cannabis sales rising from an estimated $2.2-$2.6 billion USD in 2014 to $7.4-8.2 billion USD in 2018. A 2016 Bloomberg report predicted the US cannabis market to reach $50 billion USD by 2026.

 

  1. See https://votehemp.com/PR/PDF/4-14-17%20VH%20Hemp%20Market%20Data%202016%20-%20FINAL.pdf.
  2. See https://mjbizdaily.com/new-forecast-u-s-medical-marijuana-and-recreational-cannabis-sales-to-hit-8-billion-by-2018/?nomobile=1.
  3. See https://www.bloomberg.com/news/articles/2016-09-12/cannabis-industry-to-expand-to-50-billion-by- 2026-analysts-say.

 

THE LAW AND DEVELOPMENT PROGRAMS

 

For the first time since 1937, industrial hemp has been decriminalized at the federal level and can be grown legally in the United States, but on a limited basis. A landmark provision passed in the Agricultural Act of 2014 recognizes hemp as distinct from its genetic cousin, marijuana. Federal law now exempts industrial hemp from U.S. drug laws to allow for crop research by universities, colleges and state agriculture departments. The new Federal law allows for agricultural pilot programs for industrial hemp “in states that permit the growth or cultivation of hemp.”

 

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COMPETITION

 

The hemp derived CBD sector of the cannabis industry is in its infancy. Competition is highly fragmented with no dominant player. Curative’s competition will include CW Hemp, Medical Marijuana, Inc., CV Sciences, Bluebird Botanicals, and Elixinol, among others. There are also large nutritional companies that currently do not offer hemp derived CBD products but may in the future. We expect this and new entrants in the marketplace in the coming years.

 

We expect Curative to be competitive in the marketplace as we intend to focus our efforts on social media, education and awareness, beautifully designed eco-friendly packaging, competitive pricing, quality and potency in product formulation and a superior customer experience.

 

CBD RESEARCH

 

A large body of research data on cannabinoids and their potential therapeutic effects on inflammation and oxidative associated diseases, disorders and health conditions has been published. Clinical trials have been conducted on a range of disorders, from general analgesia 4 and inflammation 5 , to major cardiovascular 6 , oncological 7 and neurodegenerative disorders 8 . This body of clinical trials is publicly available via the National Institutes of Health website.

 

  4. W, Hauser., M, Fitzcharles., et al. “Cannabinoids in Pain Management and Palliative Medicine” (2017) 114: 38 Dtsch Arztebl Int at p. 627; DG, Boychuk., G, Goddard., et al. “The effectiveness of cannabinoids in the management of chronic nonmalignant neuropathic pain: a systematic review” (2015) 29: 1.
  5. R, Zurier., SH, Burstein., “Cannabinoids, inflammation and fibrosis” (2016) 30: 11 at pp. 3682-3689.
  6. WSV, Ho., MEM., Kelly “Cannabinoids in the Cardiovascular System” (2017) Vol. 80 Advances in Pharmacology at pp. 329-366; Y Lu., HD, Anderson., “Cannabinoid signaling in health and disease” (2017) 94: 4 Canadian Journal of Physiology and Pharmacology at pp. 311-327, 7V
  7. Maida., PJ, Daeninck “A user’s guide to cannabinoid therapies in oncology” 6 Current Oncology at pp. 398-406; R, Ramer., B, Hinz., “Cannabinoids as Anticancer Drugs” Vol. 80 Advances in Pharmacology at pp. 397-436.
  8. C, De Caro., A, Leo., et al., “The potential role of cannabinoids in epilepsy treatment” (2017) 17: 11 Expert Review of Neurotherapeautics at pp. 1069-1079; CM, Koo., HC, Kang, “Could Cannabidiol be a Treatment Option for Intractable Childhood and Adolescent Epilepsy?” (2017) 7:1 Journey of Epilepsy Research at pp 16-20.
  9. See https://www.ncbi.nlm.nih.gov/pubmed/?term=cannabinoids.

 

GOVERNMENT REGULATION

 

In addition to the typical regulation of any manufacturing and commercial business, our operations are subject to state and federal regulation of cultivation of hemp and the manufacturing of products intended for human ingestion or topical application intended for use by either humans or animals. All of our hemp oil products are or will be governed under the FDA Harmonized Tariff Code 1515.90.80.10. All hemp oil extracts are procured from supply contacts in compliance with the s. 7606 of the 2014 Agricultural Act as well as the CSA under the legal precedent of HIA v. DEA, 357 F.3d 1012 (9th Cir. 2004).

 

We are constantly monitoring the development of applicable US laws and the Company engages US legal counsel to interpret US laws to ensure we and our suppliers are operating in compliance with all applicable laws and permits.

 

ENVIRONMENTAL MATTERS

 

Compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company.

 

Significant Accounting Policies

 

For the Company’s significant accounting policies see “Footnote 2” to the accompanying December 31, 2017 unaudited financial statements.

 

Presentation

 

“Net sales,” reflect distribution allowances, handling and shipping income, represent what we collect and recognize as net revenues in our financial statements.

 

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Our “gross profit” consists of net sales less “cost of sales,” which represents the prices we pay to our raw material suppliers and manufacturers of our products as well as costs related to product shipments to our warehouse and distribution center, duties and tariffs, expenses relating to shipment of products to customers and importers and similar expenses.

 

“Selling fees” consist of commissions, overrides and production bonuses.

 

Our “operating margins” consist of net sales, less cost of sales and selling fees.

 

“General and administrative expenses” represent our operating expenses, components of which include labor and benefits, sales and marketing events, professional fees, travel and entertainment, marketing, occupancy costs, communication costs, bank fees, depreciation and amortization and other miscellaneous operating expenses.

 

RESULTS OF OPERATIONS

 

Our results of operations for the periods below are not necessarily indicative of results of operations for future periods, which depend on numerous factors, including our ability to distribute our products through major retailers, open new markets, penetrate existing markets, and our ability to secure, develop and introduce new products.

 

Three and Six Months Ended December 31, 2017 Compared to Three and Six Months Ended December 31, 2016

 

Revenue

 

The Company had no revenues in the three and six months ended December 31, 2017 and 2016.

 

Cost of Revenues

 

The Company recognized no cost of sales in the three and six months ended December 31, 2017 or 2016 as it recognized no sales during these periods.

 

Gross Profit

 

The Company recognized no gross profit in the three and six months ended December 31, 2017 and 2016 due to the factors described above.

 

Selling Expenses

 

The Company incurred no selling expenses in the three and six months ended December 31, 2017 and 2016 as it had no sales activity in these periods.

 

General and Administrative Expenses

 

General and administrative expenses comprised the following for the three months ended December 31, 2017 and 2016.

 

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    GENERAL AND ADMINISTRATIVE  
    Three Months Ended December 31, 2017     Three Months Ended December 31, 2016  
                 
Independent Contractor   $ 1,750     $ 0  
Professional Fees     9,318       4,766  
Technology     2,272       505  
Product Development     1,154       -  
Travel and Entertainment     9,442       -  
Stock Based Compensation     425,333       -  
Office Expenses     269       357  
Telephone     1,268       452  
Depreciation     712       712  
    $ 451,518     $ 6,792  

 

Our general and administrative expenses for the three months ended December 31, 2017 were $427,009 more than December 31, 2016. The major expenses were in stock based compensation valued at $425,333, travel associated with developing new products, and related professional fees.

 

General and administrative expenses comprised the following for the six months ended December 31, 2017 and 2016.

 

    GENERAL AND ADMINISTRATIVE  
    Six Months Ended December 31, 2017     Six Months Ended December 31, 2016  
             
Independent Contractor   $ 1,750     $ 21,000  
Professional Fees     12,508       5,423  
Technology     3,324       1,717  
Product Development     1,447       -  
Travel and Entertainment     18,024       -  
Stock Based Compensation     425,333       -  
Office Expenses     533       446  
Telephone     2,255       1,291  
Utilities     1,022       0  
Depreciation     1,424       1,424  
Other     600          
    $ 468,220     $ 31,301  

 

Our general and administrative expenses for the six months ended December 31, 2017 were $442,999 more than December 31, 2016. The major expenses were in stock based compensation valued at $425,333, travel associated with developing new products, and related professional fees.

 

Provision for Income Taxes

 

We incurred taxable losses. Consequently, no liability for taxation was incurred during the six months ended December 31, 2017.

 

Net Loss

 

The net loss for the six months ended December 31, 2017 was $468,220.

 

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Liquidity and Capital Resources

 

The Company had no cash balance as of December 31, 2017 and a working capital deficit as follows:

 

Total Current Assets   $ -  
Total Current Liabilities     674,528  
Working Capital Deficit   $ (674,528 )

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and to successfully implement its business plan. Management believes that the actions presently being taken and the success of future operations may be sufficient to enable the Company to continue as a going concern. However, there can be no assurance that the raising of equity will be successful. Failure to achieve the needed equity funding could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Cash Flows

 

The following table summarizes selected items from our accompanying Statement of Cash Flows for the six months ended December 31, 2017 and 2016.

 

Net Cash Provided by (Used In):   December 31, 2017     December 31, 2016  
Operating Activities   $ (48,616 )   $ (9,113 )
Investment Activities     -       -  
Financing Activities     (48,616 )     9,113  
Total Change in Cash   $ -     $ -  

 

During the six months ended December 31, 2017 and 2016, the Company’s operating expenses of $48,616 and $9,113 respectively, were paid by loans from a shareholder of the Company.

 

Off Balance Sheet Arrangements

 

At December 31, 2017, we had no material off balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

 

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10 (f) (1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

 

ITEM 4 - Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

A system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-l5(e)) under the Securities Exchange Act of 1934,as amended the “Exchange Act” are controls and other procedures that are designed to provide reasonable assurance that the information that the Company is required to disclose in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Moreover, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

 

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The Company’s Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company, and have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on their evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15(f) and 15d-15(f), due to certain material weaknesses in our internal control over financial reporting as discussed below.

 

Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective as of December 31, 2017, due to material weaknesses. A material weakness in internal control over financial reporting is defined 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 the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

 

Management’s assessment identified the following material weaknesses in internal control over financial reporting:

 

  ● The small size of our Company limits our ability to achieve the desired level of separation of internal controls and financial reporting. We currently do not have independent directors on our Board of Directors to review and oversee the financial policies and procedures of the Company.
     
  ● We do not have a functional audit committee since our Board of Directors acts as the audit committee.
     
  ● We have not achieved the desired level of documentation of our internal controls and procedures. When the Company obtains sufficient funding, this documentation will be strengthened through utilizing a third-party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring.

 

As a result of the material weaknesses in internal control over financial reporting described above, the Company’s management has concluded that, as of December 31, 2017 the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.

 

To date, the Company has not been able to establish an Audit Committee with an independent director due its limited financial resources. When the Company obtains sufficient funding, Management intends to add establish its Audit Committee and charge them with assisting the Company in addressing the material weaknesses noted above. The Company’s lack of current financial resources makes it impossible for the Company to hire the appropriate personnel needed to overcome these weaknesses and ensure that appropriate controls and separation of responsibilities of a larger organization exist. We also will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:

 

  ● Pertain to the maintenance of records in reasonable detail accurately that fairly reflect the transactions and dispositions of the Company’s assets;
     
  ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and
     
  ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

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Changes in Internal Control over Financial Reporting

 

Our management determined that there were no changes made in our internal controls over financial reporting during the six months ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1 - LEGAL PROCEEDINGS

 

None.

 

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4 - MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

ITEM 5 - OTHER INFORMATION

 

None.

 

ITEM 6 – EXHIBITS

 

(a) Exhibits

 

Exhibit No.   Description
     
Exhibit 31.1   CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
     
Exhibit 31.2   CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
     
Exhibit 32.1   CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Schema Document
     
101.CAL   XBRL Calculation Linkbase Document
     
101.DEF   XBRL Definition Linkbase Document
     
101.LAB   XBRL Label Linkbase Document
     
101.PRE   XBRL Presentation Linkbase Document

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AMAIZE BEVERAGE CORPORATION
     
Date: March 7, 2018 By: /s/ Richard Damion
    Richard Damion
    Chief Executive Officer
     
  By: /s/ William Lindberg
    William Lindberg
    Chief Financial Officer

 

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