CBDX Curative Biosciences Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2015

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

(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 x No ¨

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 x No ¨

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.

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 15,558,030 as of February 5, 2016. The registrant has no outstanding non-voting common equity.

AMAIZE BEVERAGE CORPORATION

(formerly) SNACKHEALTHY, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2015

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Amaize Beverage Corporation

(formerly SnackHealthy, Inc.)

Balance Sheets

(Unaudited)

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

Amaize Beverage Corporation

(formerly SnackHealthy, Inc.)

Statements of Operations

(Unaudited)

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

Amaize Beverage Corporation

(formerly SnackHealthy, Inc.)

Statements of Cash Flows

(Unaudited)

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

AMAIZE BEVERAGE CORPORATION

(formerly SnackHealthy, Inc.)

FOOTNOTES TO UNAUDITED FINANCIAL STATEMENTS

For the Six Month Periods Ended December 31, 2015 and 2014

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 financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. Therefore, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles in the United States for fiscal yearend financial statements. However, the Company has recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details or financial statement notes during the six month period ended December 31, 2015. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended June 30, 2015. The income statement for the three and six months ended December 31, 2015 cannot necessarily be used to project results for the full year.

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.

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 period 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 that 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 $1,606,131 for the six months ended December 31, 2015 and accumulated losses of $53,058,040 since inception to December 31, 2015. Net cash used in operations for the six months ended December 31, 2015 was $18,533 and as of December 31, 2015, we had a working capital deficit of $570,487. 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. Commitments and Contingencies

On July 16, 2015 the Company's Board of Directors approved the major terms of the compensation of Ms. West, our Founder, Chairman of the Board of Directors, former Chief Executive Officer and now Executive Vice President, which includes an annual salary equal to 400,000 shares of the Company's stock paid on a monthly basis, a stock grant of 500,000 shares of the Company's common stock, which vest over a period of five years and a one-time bonus of 150,000 shares of the Company's stock. On July 20, 2015, the Company authorized the issuance of 100,000 shares valued at $100,000 to Northeast Capital Group, a company owned and controlled by Ms. West as part of the compensation.

On November 11, 2015 the Company's Board of Directors approved an amendment to the terms of the non-cash compensation for Ms. West. The amendment provides for cancellation of the previous restricted stock grant of 500,000 shares of the Company's stock vesting over five years and replaces it with a restricted stock grant of 3,500,000 shares of the Company's stock vesting over a period of five years. On November 11, 2015, the Company authorized the issuance of 3,170,539 shares valued at $1,077,983 to Panacea Holdings, Inc., a company owned and controlled by Ms. West as part of the compensation. The Company has not yet finalized the employment agreements with the Company's Chief Executive Officer, Richard Damion and A. R. Grandsaert, the Company's President.

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 it believes that when the facility is re-leased it may not have to pay the full amount. Upon the leaseholder's execution of a new lease with a new tenant, 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 the property will be re-leased or 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 March 31, 2015 the Company had accrued in full for this liability of $200,761 in its financial statements and signed a settlement agreement.

Note 5. 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, 2015, the Company issued 115,000 shares of common stock for services valued at $199,250 and 2,500,000 shares of common stock for services to a related party valued at $1,250,000. Shareholder loans from a related party in the amount of $127,146 were settled by the issuance of 3,178,650 shares of common stock resulting in a non-cash loss on settlement of liabilities of $1,462,179.

During the six months ended December 31, 2015 the Company issued 3,683,039 shares of common stock valued at $1,438,483 for services rendered by related parties, 112,500 shares of common for services valued at $112,500, 476,461 shares of common stock in payment of Directors' fees and 25,000 shares of common stock in payment of an account payable to a related party valued at $25,000 resulting in a non-cash loss on settlement of liabilities of $16,145.

At December 31, 2015 the Company had a balance of 4,716,000 common shares remaining to be issued in satisfaction of a settlement agreement. Under the agreement, the shares can be drawn upon at any time, provided that the number of shares of common stock of the Company beneficially owned by the purchaser of the Siesta Flow LLC claim does not exceed 9.99%. The number of shares required to settle this liability has not been changed by the Company's recent reverse spilt in the number of its issued and outstanding shares of common stock.

Non-Employee Stock Options and Warrants

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

There are no warrants or stock options issued or outstanding.

Note 6. Loans from Directors and Shareholders

During the six months ended December 31, 2015 a shareholder advanced the Company $18,533.

During the year ended June 30, 2015, the Company issued 3,178,650 shares of common stock valued at $1,589,325 in settlement of shareholder loans of $127,146 resulting in a non-cash loss of $1,462,179 on settlement of liabilities with equity. As of December 31, 2015 the balance of the loan outstanding was $41,560. The loan is 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 7. Income Taxes

The components of the deferred tax asset are as follows:

The Company had available approximately $50,925,000 at December 31, 2015 and $49,300,000 at June 30, 2015 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. The change in the valuation allowance was $325,000 for the six month period ended December 31, 2015.

Reconciliation of the differences between the statutory tax rate and the effective income tax rate is as follows at December 31, 2015 and June 30, 2015 respectively:

Note 8. Subsequent Events

The Company has evaluated subsequent events from December 31, 2015 through the date the financial statements were available to be issued and has determined that, other than as disclosed above, there have been no subsequent events after December 31, 2015 for which disclosure is required.

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 December 31, 2015 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 December 31, 2015 Compared to Three Months Ended December 31, 2014

and Six Months Ended December 31, 2015 Compared to Six Months Ended December 31, 2014

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 December 31, 2015 and December 31, 2014, nor did it have revenues during the six months ended December 31, 2015 or 2014.

Cost of Revenues

The Company recognized no cost of sales in the three and six months periods ended December 31, 2015 or 2014 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, 2015 and 2014 due to the factors described above.

Selling Expenses

The Company incurred no selling expenses in the three months and six months ended December 31, 2015 and 2014 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, 2015 and 2014:

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, 2015 were $1,013,376 more than for the three months ended December 31, 2014. The increase was primarily due to the non-cash payment of services to a related party valued at $1,077,983 classified as independent contractors. The increase was offset by decreases in most other expenses.

General and administrative expenses comprised the following for the six months ended December 31, 2015 and 2014.

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, 2015 were $1,144,311 more than for the six months ended December 31, 2014. The increase was primarily due to the non-cash payment of services to related parties valued at $1,438,483 classified as independent contractors, increase in product development of $50,000, increase in technology expense of $60,884, offset by decreases in other expenses.

Settlement of Liabilities with Equity

During the six months ended December 31, 2015 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 $16,425. During the three and six month ended December 31, 2015 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 to taxation was incurred during the three and six months ended December 31, 2015 or 2014.

Net Loss

The net loss for the three months ended December 31, 2015 was $1,100,511 as compared to $87,135 for the three months ended December 31, 2014. The net loss for the six months ended December 31, 2015 was $1,606,131 as compared to $154,695 for the six months ended December 31, 2014. The variances between the periods arose due the factors described above.

Liquidity and Capital Resources

The Company had a cash balance of $2,001 at December 31, 2015 and a working capital deficit as follows:

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, 2015 and December 31, 2014.

During the six months ended December 31, 2015 and 2014, the Company's operating expenses were paid by a shareholder from their bank account in the amounts of $18,533 and $42,509 respectively. Accordingly, there was no movement in the Company's own bank account during the period.

Off Balance Sheet Arrangements

At December 31, 2015 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.

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:

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, 2015, 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:

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, 2015, 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:

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 three months ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this period report.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

In June 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. A full provision for this liability has been recorded in our financial statements during the year ended June 30, 2015. The court dismissed the case against any party not listed in the final order and the case is now closed as to all parties (see Note 4. Commitments and Contingencies to the financial statements).

On July 24, 2014, A&M Acquisitions LLC, obtained a judgment against the Company, a director and former director for default of the remainder of the Florida office lease through July 2016 in the amount of $181,968 including attorney's fees of $1,488 (see Note 4. Commitments and Contingencies to the financial statements). A full provision for this liability was recorded in our financial statements during the year ended June 30, 2014.

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

On December 2, 2015 the Company issued 3,170,539 shares of common stock for services to a related party valued at $1,077,983 and 476,461 shares of common stock for the payment of Directors' fees in the amount of $162,000.

The shares of the Company's common stock were issued and sold in reliance upon the exemption provided by Section 4(a)(2) and Regulation D of the Securities Act of 1933. 

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

During the six months ended December 31, 2015 the Company had no senior securities issued and outstanding. 

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5 - OTHER INFORMATION

None.

ITEM 6 - EXHIBITS

(a) Exhibits

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.

23

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT 

TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Richard Damion, certify that:

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT 

TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, William Lindberg, certify that:

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER 

PURSUANT TO 18 U.S.C. SS. 1350 ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Amaize Beverage Corporation (the "Company") on Form 10-Q for the quarterly period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Richard Damion, Chief Executive Officer and William Lindberg, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: