10-Q 1 form10-q.htm

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

[ ] 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

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.

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.

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.

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.

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.

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-Employee 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.

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.

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 stock grant of 12,000,000 restricted shares of the Company’s common stock vesting will over a period of two years.

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;

●	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.

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.”

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 analgesia₄ and inflammation₅, to major cardiovascular₆, oncological₇ and neurodegenerative disorders₈. 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.

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.

	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.

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.

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.

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

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