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 March 31, 2018

 

OR

 

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

 

For the transition period from ______________ to ______________

 

Commission File Number: 333-59114

 

CURATIVE BIOSCIENCES, INC.

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

 

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

 

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

 

(949) 287-3164

(Issuer’s Telephone number, including area code)

 

 

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports,), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

 

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

 

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

 

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

 

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

 

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

 

The number of shares outstanding of the registrant’s only class of common stock, $0.001 par value per share, was 31,574,695 as of May 11, 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 MARCH 31, 2018

 

TABLE OF CONTENTS

 

    PAGE
     
PART I. FINANCIAL INFORMATION    
       
Item 1. Financial Statements   3
       
  (a) Balance Sheets (Unaudited)   3
  (b) Statements of Operations (Unaudited)   4
  (c) Statements of Cash Flows (Unaudited)   5
  (d) Statement of Stockholders’ Deficit (Unaudited)   6
  (e) Notes to Financial Statements (Unaudited)   7
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   12
       
Item 3. Quantitative and Qualitative Disclosures about Market Risk   18
       
Item 4. Controls and Procedures   19
       
PART II. OTHER INFORMATION    
       
Item 1. Legal Proceedings   20
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   20
       
Item 3. Defaults On Senior Securities   20
       
Item 4. Mine Safety Disclosures   20
       
Item 5. Other Information   20
       
Item 6. Exhibits   20
       
Signatures   21

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Curative Biosciences, Inc.

(Formerly Amaize Beverage Corporation)

Balance Sheets

 

    March 31, 2018     June 30, 2017  
    (Unaudited)      
ASSETS                
Current Assets                
Cash   $ 982     $ -  
Total Current Assets     982       -  
                 
Corporate Websites                
Website (Net of Amortization)     12,520       -  
Property and Equipment                
Office Equipment (Net of Accumulated Depreciation)     369       2,265  
Total Fixed Assets     12,889       2,265  
                 
Total Assets   $ 13,871     $ 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     156,453       62,825  
Total Current Liabilities     719,540       633,065  
                 
Total Liabilities     719,540       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 Shares Authorized 19,574,695 and 15,708,030 Issued and Outstanding at March 31, 2018 and June 30, 2017     19,575       15,708  
Additional Paid-In Capital     52,937,348       52,515,882  
Deficit Accumulated     (53,662,592 )     (53,162,390 )
                 
Total Stockholders’ Deficit     (705,669 )     (630,800 )
                 
Total Liabilities and Stockholders’ Deficit   $ 13,871     $ 2,265  

 

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

 

3
 

 

Curative Biosciences, Inc.

(Formerly Amaize Beverage Corporation)

Statements of Operations

(Unaudited)

 

    For the Three Months ended March 31, 2018     For the Three Months ended March 31, 2017     For the Nine Months ended March 31, 2018     For the Nine Months ended March 31, 2017  
Revenues   $ -     $ -     $ -     $ -  
                                 
Operating Expenses                                
General and Administrative Expenses     31,982       4,000       74,869       14,301  
Share Based Compensation     -       -       425,333       21,000  
Total Operating Expenses     31,982       4,000       500,202       35,301  
                                 
Operating Loss     (31,982 )     (4,000 )     (500,202 )     (35,301 )
                                 
Provision for Income Taxes     -       -       -       -  
                                 
Net Loss   $ (31,982 )   $ (4,000 )   $ (500,202 )   $ (35,301 )
                                 
Net Loss Per Share Basic and Diluted   $ (0.00 )   $ (0.00 )   $ (0.03 )   $ (0.00 )
                                 
Weighted Average Number of Common Shares Outstanding, Basic and Diluted     19,574,695       15,708,030       17,105,109       15,697,081  

 

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

 

4
 

 

Curative Biosciences, Inc.

(Formerly Amaize Beverage Corporation)

Statements of Cash Flows

(Unaudited)

 

   

For the Nine Months Ended

March 31, 2018

   

For the Nine Months Ended

March 31, 2017

 
Cash Flows from Operating Activities                
Net Loss   $ (500,202 )   $ (35,301 )
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:                
Depreciation     1,896       2,136  
Shares Issued for Services Related Party     425,333       21,000  
Changes in Operating Assets and Liabilities                
( Decrease) / Increase in Accounts Payable     (7,153 )     1,050  
Net Cash Used in Operations     (80,126 )     (11,115 )
                 
Cash Flows from Investing Activities                
Investment in Website     (12,520 )     -  
Net Cash Provided by (Used In) Investing Activities     (12,520 )     -  
                 
Cash Flows from Financing Activities                
Shareholder Loans Advanced     93,628       11,115  
Net Cash Provided by Financing Activities     93,628       11,115  
                 
Net Increase in Cash     982       -  
Cash Beginning of Period     -       -  
Cash Ending of Period   $ 982     $ -  
                 
Supplemental Disclosure:                
Income Taxes Paid   $ -     $ -  
Interest Paid   $ -     $ -  
Supplemental Disclosure of Non-Cash Investing and Financing Activities:                
Settlement of Accounts Payable with Equity Related Party   $ -     $ 16,500  

 

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

 

5
 

 

Curative Biosciences, Inc.

(Formerly Amaize Beverage Corporation)

Statements of Stockholders’ Deficit

 

    Common Shares     Additional           Stockholders’  
          Par Value    

Paid-In

    Deficit    

Accumulated

 
    Shares     $0.001     Capital     Accumulated     Deficit  
Balance at June 30, 2017     15,708,030     $ 15,708     $ 52,515,882     $ (53,162,390 )   $ (630,800 )
Stock Based Compensation     3,866,665     $ 3,867     $ 421,466             $ 425,333  
Net Loss Nine Months Ended March 31, 2018                           $ (500,202 )   $ (500,202 )
Balance at March 31, 2018     19,574,695       19,575       52,937,348       (53,662,592 )     (705,669 )

 

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

 

6
 

 

CURATIVE BIOSCIENCES, INC.

(formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Periods Ended March 31, 2018 and 2017

 

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 name change and the change of the Company’s trading symbol to CBDX were subsequently declared effective by the Financial Industry Regulatory Authority (FINRA) as of March 14, 2018.

 

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. 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 and nine month periods ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending June 30, 2018. 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, 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.

 

7
 

 

CURATIVE BIOSCIENCES, INC.

(Formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Periods Ended March 31, 2018 and 2017

 

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. The Company has developed a new Website which will be amortized over three years.

 

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 nine month periods ended March 31, 2018 and 2017.

 

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.

 

8
 

 

CURATIVE BIOSCIENCES, INC.

(Formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Periods Ended March 31, 2018 and 2017

 

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.

 

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 $500,202 for the nine month period ended March 31, 2018 and accumulated losses of $53,662,592 since inception to March 31, 2018. Cash used in operations for the nine month period ended March 31, 2018 was $80,126 and as of March 31, 2018, we had a working capital deficit of $718,558. 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.

 

9
 

 

CURATIVE BIOSCIENCES, INC.

(Formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Periods Ended March 31, 2018 and 2017

 

Note 4. Property and Equipment

 

Computers and furniture are being depreciated over three to seven years. Property and equipment were as follows:

 

    March 31, 2018     June 30, 2017  
             
Office Equipment   $ 22,165     $ 22,165  
Accumulated Depreciation     21,796       19,900  
Net Book Value   $ 369     $ 2,265  

 

Depreciation expense for the three months ended March 31, 2018 and 2017 was $472 and 712 respectively. Depreciation expense for the nine months ended March 31, 2018 and 2017 was $1,896 and $2,136 respectively.

 

Note 5. Intangible Assets

 

The Company has constructed a new corporate website in the amount of $12,520 which upon completion will be amortized over three years. Because the website has not been completed and placed in service yet, no amortization was recorded as of March 31, 2018 and the net book value was as follows:

 

    March 31, 2018     June 30, 2017  
             
Website   $ 12,520     $ -  
Accumulated Amortization     -       -  
Net Book Value   $ 12,520     $ -  

 

Note 6. 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 the final judgement amount of 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, the final judgement amount, 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 7. 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 nine months ended March 31, 2018 the Company issued 3,866,665 shares of common stock valued at $425,333 to a related party for services.

 

10
 

 

CURATIVE BIOSCIENCES, INC.

(Formerly Amaize Beverage Corporation)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Periods Ended March 31, 2018 and 2017

 

Note 8. Related Party Transactions

 

During the nine months ended March 31, 2018 a related party advanced the Company loans in the amount of $93,628. As of March 31, 2018, the balance of loans outstanding was $156,453. As of June 30, 2017, the balance of loans outstanding was $62,825. The loans are non-interest bearing and due on demand.

 

On March 5, 2018, the Board of Directors of the Company appointed Katherine West as the Company’s new Chief Operating Officer and approved of the major terms of the compensation of Ms. West which include a stock grant of 1,500,000 registered shares annually and a stock grant of 12,000,000 restricted shares of the Company’s common stock.

 

Note 9. Income Tax

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Tax Cuts and Jobs Act was enacted on December 22, 2017 which reduced the U.S. corporate statutory rate from 35% to 21% beginning on January 1, 2018. We used 20% as an effective rate.

 

Net deferred tax liabilities consist of the following components as of March 31, 2018 and June 30, 2017:

 

    March 31, 2018     June 30, 2017  
Deferred tax assets                
Net operating loss carry-forward   $ 900,000.00     $ 885,700  
Valuation allowance   $ (900,000.00 )     (885,700 )
Net deferred tax assets   $ -     $ -  

 

At March 31, 2018, the Company had net operating loss carry-forwards of approximately $4,500,000 that may be offset against future taxable income up through 2036. Filing of tax returns will have to be done to establish this amount and date. No tax benefits have been reported in the March 31, 2018 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 

Note 10. Subsequent Events

 

The Company has evaluated subsequent events from March 31, 2018 through the date the financial statements were available to be issued and has determined that other than the following, there have been no subsequent events after March 31, 2018 for which disclosure is required.

 

The Board of Directors and the majority shareholders of the Company approved as of April 20, 2018, in a written consent of the Board of Directors and the majority of the shareholders of the Company as of the same date, the Company’s 2018 Equity Compensation Plan. The total number of shares which may be issued under the Plan shall not exceed 8,500,000 shares. The Corporation is required to file a registration statement on Form S-8 to register any portion of shares of common stock issuable under the Plan.

 

On April 25, 2018, the Company issued 12,000,000 restricted shares of common stock valued at $3,240,000 to Ms. West our Founder, Chairman of the Board of Directors, and now Chief Operating Officer. The value was determined based on the grant date at fair value.

 

11
 

 

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;

 

12
 

 

● 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 nine months ended March 31, 2018 and 2017.

 

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 provided for the change of the Company name from Amaize Beverage Corporation to its current name, Curative Biosciences, Inc. On March 14, 2018, the name and symbol change were declared effective by FINRA.

 

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. On March 5, 2018, the Board of Directors of the Company appointed Katherine West as the Company’s new Chief Operating Officer.

 

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

 

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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 analgesia 4 and inflammation 5 , to major cardiovascular 6 , oncological 7 and neurodegenerative disorders 8 . This body of clinical trials is publicly available via the National Institutes of Health website.

 

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

 

GOVERNMENT REGULATION

 

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

 

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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 March 31, 2018 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 Nine Months Ended March 31, 2018 Compared to Three and Nine Months Ended March 31, 2017

 

Revenue

 

The Company had no revenues in the three and nine months ended March 31, 2018 and 2017.

 

Cost of Revenues

 

The Company recognized no cost of sales in the three and nine months ended March 31, 2018 or 2017 as it recognized no sales during these periods.

 

Gross Profit

 

The Company recognized no gross profit in the three and nine months ended March 31, 2018 and 2017 due to the factors described above.

 

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Selling Expenses

 

The Company incurred no selling expenses in the three and nine months ended March 31, 2018 and 2017 as it had no sales activity in these periods.

 

Operating Expenses

 

Operating expenses comprised the following for the three months ended March 31, 2018 and 2017.

 

    OPERATING EXPENSES  
   

Three Months Ended

March 31, 2018

   

Three Months Ended

March 31, 2017

 
Independent Contractors   $ -     $ -  
Professional Fees     12,029       1,205  
Technology     1,038       878  
Product Development     10,606       -  
Travel and Entertainment     5,849       217  
Office Expenses     1,012       240  
Telephone     976       748  
Depreciation     472       712  
                 
    $ 31,982     $ 4,000  

 

Our operating expenses for the three months ended March 31, 2018 were $27,982 more than March 31, 2017. The major expenses were in travel associated with developing new products, product development and related professional fees.

 

Operating expenses comprised the following for the nine months ended March 31, 2018 and 2017.

 

    OPERATING EXPENSES  
    Nine Months Ended March 31, 2018     Nine Months Ended March 31, 2017  
             
Independent Contractors   $ 427,083     $ 21,000  
Professional Fees     24,537       6,628  
Technology     4,362       2,594  
Product Development     12,053       -  
Travel and Entertainment     23,873       218  
Office Expenses     1,544       686  
Telephone     3,231       2,039  
Utilities     1,023       -  
Depreciation     1,896       2,136  
Other     600       -  
                 
    $ 500,202     $ 35,301  

 

Our operating expenses for the nine months ended March 31, 2018 were $464,901 more than March 31, 2017. The major expenses were in stock based compensation valued at $425,333, travel associated with developing new products, product development and related professional fees.

 

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Provision for Income Taxes

 

We incurred tax losses. Consequently, no liability for taxation was incurred during the nine months ended March 31, 2018 and 2017.

 

Net Loss

 

The net loss for the three and nine months periods ended March 31, 2018 was $31,982 and $500,202, respectively.

 

Liquidity and Capital Resources

 

The Company had a cash balance of $982 as of March 31, 2018 and a working capital deficit as follows:

 

    March 31, 2018     June 30, 2017  
Total Current Assets   $ 982     $ -  
Total Liabilities   $ (719,540 )   $ (633,065 )
Working Capital Deficit   $ (718,558 )   $ (633,065 )

 

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 nine months ended March 31, 2018 and 2017.

 

Net Cash Provided by (Used In):   March 31, 2018     March 31, 2017  
Operating Activities   $ (80,126 )   $ (11,115 )
Investment Activities     (12,520 )     -  
Financing Activities     93,628       11,115  
Total Change in Cash   $ 982     $ -  

 

During the nine months ended March 31, 2018 and 2017, the Company’s operating expenses of $80,126 and $11,115 respectively, were paid by loans from a shareholder of the Company, as was the investment in the corporate website.

 

Off Balance Sheet Arrangements

 

At March 31, 2018, 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 March 31, 2018, 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 March 31, 2018 the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.

 

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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 Controls Over Financial Reporting

 

Our management determined that there were no changes made in our internal controls over financial reporting during the nine months ended March 31, 2018 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.

 

  CURATIVE BIOSCIENCES, INC.
     
Date: May 15, 2018 By: /s/ Richard Damion
    Richard Damion
    Chief Executive Officer
     
  By: /s/ William Lindberg
    William Lindberg
    Chief Financial Officer

 

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