CBDX Curative Biosciences Inc (CE)

ITEM 2 - MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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:

OVERVIEW

As a development stage food and beverage company we have been primarily engaged in developing our infrastructure and our product portfolio which was designed to help people achieve and maintain their healthy weight. We commenced sales of two products from our product lines in the third quarter of fiscal year 2011 and had net revenue of $314,980 for the fiscal year ended June 30, 2012.

During 2013, we began to implement our strategic plan, which provides for future growth of our existing core brands through a new expanded distribution method, innovation and advertising. Our primary focus was on decreasing general and administrative costs associated with network marketing and improving sales and profit margins through pricing strategies and enhanced packaging and product configuration. To accomplish this we began the process of phasing out the network marketing sales in order to better position the Company to serve retailers and ultimately, the end consumer. We completed this project in the last quarter of fiscal 2013 in order to focus on mass retail distribution of beverages. 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. Since the hiring of Mr. Damion, the Company has focused on the export of branded organic and natural food products mainly in Asia and the development of a new line of healthy beverages. During this time of transition into the beverage market, we generated no revenues during the fiscal years ended June 30, 2015 or 2014.

We determined during the first quarter of 2015 that we would transition out of our lower margin, perishable snack food product lines and have focused our resources solely on developing our new healthy beverages. Amaize Beverage Corporation will continue to focus on developing its healthy beverage product line with a plan to sell to large retailers and club stores in the United States. The Company recently completed development of a unique “better for you” beverage with purple corn as its primary ingredient. Purple corn has historical roots of over thousands of years yet is newly rediscovered for its incredible health benefits. Leading Research & Development companies in the United States have been gathering data on its health benefits and working on integrating its benefits into a number of consumer products. The beverage, with super antioxidant status, is a unique blend of fruits and spices, offering extraordinary health benefits and great taste. Our initial portfolio design includes three beverage lines; Amaize™ 100% Natural Purple Corn Beverage, Amaizing Tea™ and Amaizing Lemonade™. We plan to launch our Amaize™ 100% Natural Purple Corn Drink ahead of our blended teas and blended lemonades to establish our distribution network with a one of a kind product and to later, ‘red-carpet’ our tea and lemonade beverages through an established distribution system. The fact that the average American drinks over seven drinks per day allows plenty of opportunity to market a healthy drink, helping us to achieve our mission of providing a positive healthy delicious beverage . While there can be no assurance, management believes that this strategy will ultimately prove successful. The launch of these beverages is subject to the Company’s ability to obtain the necessary funding.

Amaize Beverage Corporation is a virtual company with a focus on staying lean through the use of cloud based technologies, maintaining low overhead, subcontracting services, creating sales through commissioned brokers, developing products through reputable co-packers and keeping little to no inventory except for use in sales and business development activities.

Industry wide factors that affect us include the increasing prevalence of obesity in adults and children and demand for healthier, all-natural products which are driving the demand for healthier food and beverage alternatives worldwide.

Significant Accounting Policies

For the Company’s significant accounting policies see “Footnote 2” to the accompanying March 31, 2016 condensed 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 Months Ended March 31, 2016 Compared to Three Months Ended March 31, 2015

and Nine Months Ended March 31, 2016 Compared to Nine Months Ended March 31, 2015

Revenue

The Company revised its sales method from network marketing sales through individual brand partners to direct to consumer and retail store sales at the end of its fiscal year June 30, 2013. The Company had no revenues in the three months ended March 31, 2016 and March 31, 2015, nor did it have revenues during the nine months ended March 31, 2016 or 2015.

Cost of Revenues

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

Selling Expenses

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

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 March 31, 2016 were $1,461,484 less than for the three months ended March 31, 2015. The decrease was primarily due to the issuance of 2,500,000 shares of common stock for services to a related party valued at $1,250,000 for three months ended March 31, 2015.

General and administrative expenses comprised the following for the nine months ended March 31, 2016 and 2015.

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 nine months ended March 31, 2016 were $17,173 less than for the nine months ended March 31, 2015. The decrease was primarily due to the non-cash payment of services to related parties valued at $50,778 classified as independent contractors, increase in product development of $50,000, increase in technology expense of $61,553, offset by decreases in professional fees, rent and other expenses.

Settlement of Liabilities with Equity

During the three and nine months ended March 31, 2015 the Company issued 3,178,650 common shares valued at $1,589,325 in settlement of loans payable to a related party of $127,146 resulting in a non-cash loss on settlement of liabilities of $1,462,179.

During the nine months ended March 31, 2016 the Company issued 25,000 common shares valued at $25,000 in settlement of loans payable to a related party of $8,575 resulting in a non-cash loss on settlement of liabilities of $16,125. During the nine month ended March 31, 2016 the Company issued 476,461 restricted shares of common stock in payment of Directors’ fees in the amount of $162,000.

Provision for Income Taxes

We incurred taxable losses; consequently, no liability for taxation was incurred during the three and nine months ended March 31, 2016 or 2015.

Net Loss

The net loss for the three months ended March 31, 2016 was $5,323 as compared to $2,928,986 for the three months ended March 31, 2015. The net loss for the nine months ended March 31, 2016 was $1,611,454 as compared to $3,074,681 for the nine months ended March 31, 2015. The variances between the periods arose due the factors described above.

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.

During the nine months ended March 31, 2016 and 2015, the Company’s operating expenses were paid by a shareholder from their bank account in the amounts of $20,506 and $53,525 respectively. However, during the three months and nine months ended March 31, 2016 the amount in the Company’s merchant account in the amount of $2,001 was used to pay expenses.

Off Balance Sheet Arrangements

At March 31, 2016 we had no material off balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.