UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q/A

  Amendment No. 1

 

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

 

For the quarterly period ended December 31, 2016

 

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

 

AMAIZE BEVERAGE CORPORATION

 

(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.)

 

5042 Wilshire Blvd. #34708, Los Angeles, CA   90036
(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 15,708,030 as of June 11, 2017. The registrant has no outstanding non-voting common equity.

 

 

 

 
 

 

Explanatory Note

  

Amaize Beverage Corporation (the “Company”) is filing this Amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2016 (“Form 10-Q”) which was originally filed on August 9, 2017 with the Securities and Exchange Commission (the “SEC”), for the sole purpose of correcting certain minor grammatical and typographical errors in the document and XBRL Interactive Data Files.

 

Except as described above, this Amendment does not amend, update or change the financial statements in the Form 10-Q.

 

     

 

 

AMAIZE BEVERAGE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2016

 

TABLE OF CONTENTS

 

    PAGE
     
PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements 4
     
  (a) Balance Sheets (unaudited) 4
  (b) Statements of Operations (unaudited) 5
  (c) Statements of Cash Flows (unaudited) 6
  (d) Notes to Financial Statements (unaudited) 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 15
     
Item 4. Controls and Procedures 16
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 17
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
     
Item 3. Defaults On Senior Securities 17
     
Item 4. Mine Safety Disclosures 17
     
Item 5. Other Information 17
     
Item 6. Exhibits 18
     
Signatures  

 

  3  

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 - FINANCIAL STATEMENTS

 

Amaize Beverage Corporation

Balance Sheets

(Unaudited)

 

    December 31, 2016     June 30, 2016  
ASSETS                
Current Assets                
Cash   $ -     $ -  
Total Current Assets     -       -  
                 
Property and Equipment                
Office Equipment (Net of Accumulated Depreciation)     3,689       5,113  
Total Fixed Assets     3,689       5,113  
                 
Total Assets   $ 3,689     $ 5,113  
                 
LIABILITIES and STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts Payable   $ 160,588     $ 160,824  
Accounts Payable Related Party     -       16,500  
Accrued Liabilities     6,545       6,545  
Liability for Lawsuit Judgement     200,761       200,761  
Liability for Lease Judgement     181,968       181,968  
Payroll Taxes     3,592       3,592  
Shareholder Loans     59,141       50,028  
Total Current Liabilities     612,595       620,218  
                 
Total Liabilities     612,595       620,218  
                 
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 Shares Authorized 15,708,030 and 15,558,030 Issued and Outstanding at December 31, 2016 and June 30, 2016 Respectively  
 
  		 
 
  		 
 
15,708 		 
 
  		 
 
  		 
 
  		 
 
15,558 		 
 
 
Additional Paid-In Capital     52,515,882       52,478,532  
Deficit Accumulated     (53,140,496 )     (53,109,195 )
                 
Total Stockholders’ Deficit     (608,906 )     (615,105 )
                 
Total Liabilities and Stockholders’ Deficit   $ 3,689     $ 5,113  

 

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

 

  4  

 

 

Amaize Beverage Corporation

Statements of Operations

(Unaudited)

 

    For the Three
Months Ended
December 31, 2016 		    For the Three
Months Ended
December 31, 2015 		    For the Six
Months Ended
December 31, 2016 		    For the Six
Months Ended
December 31, 2015 		 
                         
                         
Revenues   $ -     $ -     $ -     $ -  
                                 
Operating Expenses                                
                                 
General and Administrative Expenses     6,792       1,100,500       31,301       1,590,006  
Loss on Settlement of Liabilities with Equity Related Party     -       -       -       16,125  
Total Operating Expenses     6,792       1,100,500       31,301       1,606,131  
                                 
Operating Loss     6,792       1,100,500       (31,301 )     (1,606,131 )
                                 
Provision for Income Taxes     -       -       -       -  
                                 
Net Loss   $ 6,792     $ 1,100,500     $ (31,301 )   $ (1,606,131 )
                                 
Net Loss Per Share Basic and Diluted   $ 0.00     $ 0.08     $ (0.00 )   $ (0.13 )
                                 
Weighted Average Number of Common Shares Outstanding Basic and Diluted     15,708,000       13,060,628       15,690,910       12,294,253  

 

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

 

  5  

 

 

Amaize Beverage Corporation

Statements of Cash Flows

(Unaudited)

 

    For the Six Months Ended
December 31, 2016 		    For the Six Months Ended
December 31, 2015 		 
Cash Flows from Operating Activities                
Net Loss   $ (31,301 )   $ (1,606,131 )
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities                
Depreciation     1,424       1,424  
Loss on Settlement of Liabilities for Equity     -       16,125  
Shares Issued for Services     -       112,500  
Shares Issued for Directors’ Fees     -       162,000  
Shares Issued for Services Related Parties     21,000       1,438,483  
Changes in Operating Assets and Liabilities                
Increase(Decrease) in Accounts Payable     (236 )     7,941  
Decrease in Directors’ Fees     -       (157,500 )
Decrease in Accounts Payable Related Parties     -     6,625
Net Cash Used in Operations     (9,113 )     (18,533 )
                 
Cash Flows from Investing Activities     -       -  
Net Cash Provided by (Used In) Financing Activities     -       -  
                 
Cash Flows from Financing Activities                
Shareholder Loans Advanced     9,113       18,533  
Net Cash Provided by Financing Activities     9,113       18,533  
                 
Net Increase / Decrease in Cash     -       -  
                 
Cash Beginning of Period     -       2,001  
                 
Cash Ending of Period   $ -     $ 2,001  
                 
Supplemental Disclosure:                
Income Taxes Paid   $ -     $ -  
Interest Paid   $ -     $ -  
Supplemental Disclosure of Non-Cash Investing and Financing Activities                
Shares issued for Services   $ -     $ 112,500  
Shares Issued for Services Related Party   $ 21,000     $ 1,438,483  
Settlement of Directors’ Fees for Shares   $ -     $ 162,000  
Settlement of Accounts Payable with Equity Related Parties   $ 16,500     $ 8,875  
Loss on Settlement of Liabilities with Equity Related Parties   $ -     $ 16,125  

 

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

 

  6  

 

 

AMAIZE BEVERAGE CORPORATION

FOOTNOTES TO UNAUDITED AND UNREVIEWED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2016 and 2015

 

Note 1. The Company

 

On October 4, 2013, Healthient, Inc. (“the Company”) changed its name to SnackHealthy, Inc. and dissolved its sole wholly-owned subsidiary SnackHealthy, Inc., a Nevada corporation. As of June 26, 2015, a majority of the shareholders of the Company representing not less than 9,327,859 shares of common stock (82.83%) consented in writing to change the Company’s name to Amaize Beverage Corporation. Such approval and consent constitute the approval and consent of a majority of the total number of shares of outstanding common stock and are sufficient under the Nevada General Corporation Law and the Company’s Bylaws to approve the above action. 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 as of August 19, 2015.

 

The Company has developed a healthy beverage product line containing a unique strain of purple corn which is high in antioxidant value. The beverages are all natural, low calorie, gluten free, and non-GMO. The Company plans to distribute and sell the beverages through large retailers and club stores in the United States.

 

Note. 2 Significant Accounting Policies

 

Basis of Presentation

 

The accompanying 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 six-month period ended December 31, 2016 are not necessarily indicative of the results that may be expected for the year ending June 30, 2017. These 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, 2016.

 

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.

 

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, 2016.

 

  7  

 

 

Other Assets

 

Our drink license was amortized over three years and is fully amortized at December 31, 2016.

 

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 periods ended December 31, 2016 and 2015.

 

Stock-Based Compensation

 

In December 2004, the FASB issued 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. The Company applies this statement prospectively.

 

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.

 

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.

 

  8  

 

 

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 $31,301 for the period ended December 31, 2016 and accumulated losses of $53,140,496 since inception to December 31, 2016. Cash used in operations for the period ended December 31, 2016 was $9,113 and as of December 31, 2016, we had a working capital deficit of $612,595. 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.

 

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, 2016     June 30, 2016  
             
Office equipment   $ 22,165     $ 22,165  
Accumulated depreciation     18,476       17,052  
Net book value   $ 3,689     $ 5,113  

 

Note 5. Commitments and Contingencies

 

Lease Commitments

 

The Company gave up its leased office space in Jupiter, Florida in January 2014, and acquired a new office in Newport Beach, California. The Florida leaseholder obtained a judgment in the amount of $181,968 for the remainder of the monthly lease payments through June 2016 pursuant to the terms of the lease agreement plus legal fees of $1,487. The Company has recorded the full amount of the judgment, however believes that when the facility is re-leased it may not have to pay the full amount. The leaseholder has executed a new lease with a new tenant, however, the exact terms of the new lease are unknown at this time. The Company plans to file for the release of the amount of the judgment over and above the actual loss incurred by the leaseholder. There is no guarantee that such a filing will be successful and that the Company will be able to mitigate its loss in this way.

 

In January 2014, the Company entered into a lease at the rate of $1,439 per month which ended December 2014. In January 2015, the Company was equipped to operate in a virtual environment. We believe that our existing arrangement which provides for virtual pbx telephone, à la carte conference space, address services, mail forwarding and hosting facilities to be highly cost effective and adequate to meet our current needs. The Company plans to seek suitable additional space when needed.

 

The Company has not invested in any real property at this time, nor does the Company intend to do so. 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 and its President and directors alleging several counts, including a breach of contract and fiduciary duty, and seeking damages in the amount of $122,300 and other unspecified damages. On March 20, 2015 the court entered a final judgment in the amount of $200,761 comprised of the principal amount of $122,344 plus prejudgment interest from September 15, 2012 through the date of judgment in the amount of $54,421, costs in the amount of $773, and attorney’s fees of $23,222. The court dismissed the case against any party not listed in the final order and the case is now closed as to all parties. As of December 31, 2016 the Company had accrued in full for this liability of $200,761 in its financial statements.

 

  9  

 

 

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 six months ended December 31, 2016 the Company issued 150,000 shares of common stock in payment of accounts payable to a related party and for services rendered to the company during the current period.

 

Note 8. Loans from Directors and Shareholders

 

During the six months ended December 31, 2016 a related party advanced the Company loans in the amount of $9,113. As of December 31, 2016 the balance of loans outstanding was $59,141. The loans are non-interest bearing and due on demand.

 

Share valuations are determined by the closing quoted share price of the stock on the date the issuance is authorized by the Board of Directors.

 

Note 9. Income Taxes

 

The components of the deferred tax asset are as follows:

 

Deferred tax assets   December 31, 2016     June 30, 2016  
Net operating loss carry-forwards and other nominal temporary differences   $ 577,320     $ 574,200  
Valuation allowance     (577,320 )     (574,200 )
                 
Net deferred tax assets   $ -     $ -  

 

The Company had available approximately $1,698,000 at December 31, 2016 and $1,688,800 at June 30, 2016 of unused federal and Florida net operating loss carry-forwards that may be applied against future taxable income. These net operating loss carry-forwards expire through 2033. There is no assurance that the Company will realize the benefit of the net operating loss carry-forwards. ASC No. 740 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.

 

Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows at December 31, 2016 and June 30, 2016 respectively:

 

Statutory rate     34 %
State taxes, net of federal tax benefit     0 %
Effective tax rate     34 %

 

Note 10. Subsequent Events

 

The majority shareholders of Amaize Beverage Corporation approved as of August 29, 2017, in a written consent of the majority of the shareholders as of the same date, a name change from the Company’s current name to “Curative Biosciences, Inc.”. The Company believes that its new name will better reflect the new direction of the Company’s business which will focus on the research, development, and sale of high-quality, hemp derived CBD products.

 

The Company’s new web address is www.CurativeBio.com . Following the required regulatory approval and filing of the amended articles of incorporation, the Company will announce the effective date of the name change.

 

On December 22, 2017, the Company issued 3,866,665 shares of common stock for services valued at $290,000 to a related party.

 

  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;
   
● 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

 

To more effectively facilitate the process of shifting to retail distribution, 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 Chief Executive Officer in January, 2014. On February 15, 2015, the Board of Directors of the Company appointed A.R. (Bud) 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.

 

  11  

 

 

The company has transitioned out of our lower margin, perishable snack food product lines and have focused our resources solely on developing our new healthy beverages and is now focused on the research, development, and sale of high-quality, hemp derived CBD products. The Company has developed an initial product line of CBD supplements in the form of softgel caps, oils and topical creams which the Company plans to sell under the brand name “Curative Biosciences”. Of all the known cannabinoids, CBD has captured the most scientific interest and is now used in the treatment of a broad and growing range of conditions and symptoms from sleep and pain, to anxiety and inflammation, to Parkinson’s disease and epilepsy without any intoxicating effects such as those caused by tetrahydrocannabinol (THC). In sports medicine CBD is used to treat and prevent pain, inflammation and stress, and has been credited with helping bones, nerves, and tissue heal and regenerate. After much scientific research, the World Anti-Doping Agency (WADA) recently announced that CBD would be removed from its 2018 banned substances list, allowing professional athletes to use the cannabis compound without risk of league suspension or loss of sponsors. We plan to commence sales of these products in 2018, and while there can be no assurance, management believes that this strategy will ultimately prove successful. The Company is currently seeking the necessary financing to pursue its business and growth plans, however, no assurances can be given that the Company will obtain the necessary financing.

 

We are a virtual company with a focus on staying lean through the use of cloud based technologies, maintaining low overhead, and plan to use subcontracting services, channeling sales through commissioned brokers, and developing products through reputable qualified growers and suppliers.

 

Significant Accounting Policies

 

For the Company’s significant accounting policies see “Footnote 2” to the accompanying December 31, 2016 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.

 

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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, 2016 Compared to Three and Six Months Ended December 31, 2015

 

Revenue

 

The Company had no revenues in the three and six months ended December 31, 2016 and 2015.

 

Cost of Revenues

 

The Company recognized no cost of sales in the three and six month periods ended December 31, 2016 or 2015 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, 2016 and 2015 due to the factors described above.

 

Selling Expenses

 

The Company incurred no selling expenses in the three and six months ended December 31, 2016 and 2015 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, 2016 and 2015:

 

    GENERAL AND ADMINISTRATIVE  
    Three Months ended
December 31, 2016 		    Three Months ended
December 31, 2015 		 
             
Independent contractors   $ -     $ 1,082,483  
Directors’ fees     -       4,500  
Professional fees     4,766       10,161  
Technology     505       2,308  
Product development     -       -  
Travel and entertainment     -       207  
Office expenses     357       140  
Telephone     452       -  
Depreciation     712       712  
                 
    $ 6,792     $ 1,100,500  

 

General and administrative expenses consist primarily of professional advisor fees, audit fees and travel associated with exploring new opportunities. Our general and administrative expenses for the three months ended December 31, 2016 were approximately $1,094,000 less than the three month period last year. This was due to less shares being issued to related parties for services included in independent contractors, no additional product costs and substantial reduction in technology costs.

 

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General and administrative expenses comprised the following for the six months ended December 31, 2016 and 2015:

 

    GENERAL AND ADMINISTRATIVE  
    Six Months ended
December 31, 2016 		    Six Months ended
December 31, 2015 		 
             
Independent contractors   $ 21,000     $ 1,445,108  
Directors’ fees             4,500  
Professional fees     5,423       17,945  
Technology     1,717       66,760  
Product development     -       50,000  
Travel and entertainment     -       3,635  
Office expenses     446       289  
Telephone     1,291       345  
Depreciation     1,424       1,424  
                 
    $ 31,301     $ 1,590,006  

 

General and administrative expenses consist primarily of professional advisor fees, audit fees and travel associated with exploring new opportunities. Our general and administrative expenses for the six months ended December 31, 2016 were approximately $1,560,000 less than the six month period last year. The reduction in expense was due to fewer shares being issued for the non-cash payment of services to related parties including independent contractors, no product development costs and a substantial reduction in technology costs.

 

Provision for Income Taxes

 

We incurred taxable losses; consequently, no liability for taxation was incurred during the six months ended December 31, 2016 or 2015.

 

Net Loss

 

The net loss for the six months ended December 31, 2016 was $31,301 as compared to $1,606,131 for the six months ended December 31, 2015.

 

Liquidity and Capital Resources

 

The Company had no cash balance at December 31, 2016 and a working capital deficit as follows:

 

Total current assets   $ -  
Total current liabilities     612,595  
Working capital deficit   $ (612,595 )

 

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, 2016 and 2015.

 

Net cash provided by (used in):   December 31, 2016     December 31, 2015  
Operating activities   $ (9,113 )   $ (18,533 )
Investment activities     -       -  
Financing activities     9,113       18,533  
Total change in cash   $ -     $ -  

 

During the six months ended December 31, 2016 and 2015, the Company’s operating activities were paid by a shareholder from their bank account in the amounts of $9,113 and $18,533 respectively.

 

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Off Balance Sheet Arrangements

 

At December 31, 2016, 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.

 

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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, 2016, 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.

 

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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, 2016, 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, 2016 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.

 

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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: January 16, 2018 By: /s/ Richard Damion
    Richard Damion
    Chief Executive Officer
     
  By: /s/ William Lindberg
    William Lindberg
    Chief Financial Officer

 

  19  

 

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