UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


Form 10-Q


10-Q/A

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


For the quarterly period ended November 30,August 31, 2016


or


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


For the transition period from to


Commission File Number333-197756



BEMAX INC.

(Exact name of registrant as specified in its charter)

Nevada46-554081
(State or other jurisdiction of Organization)(IRS Employer Identification Number)

Nevada                                                             46-554081

(State or other jurisdiction of Organization) (IRS Employer Identification Number)

625 Silver Oak Drive

Dallas, GA 30132

Tel: (770) 401-1809

(Address and telephone number of principal executive office)


N/A

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

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1

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) /of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated“accelerated filer and large accelerated filer"filer” in Rule 12b-2 of the Exchange Act. (Check one):

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 ]


☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [ ] Yes [ ]☐Yes ☐ No


APPLICABLE ONLY TO CORPORATE ISSUERS:



451,640,836

258,750,000 common shares issued and outstanding as of January 11, 2017.August 31, 2016

2



2


TABLE OF CONTENTS



PART I – FINANCIAL INFORMATION4
Item 1.Financial Statements
Balance Sheets (audited)5
Statements of Operations (unaudited)6
Statements of Cash Flows (unaudited)7
Statements of Stockholder’s Equity8
Notes to the Financial Statements89
Item 2. Management's Discussion and Analysis of Financial condition and Results of Operations 
Item 3. Quantitative and Qualitative Disclosure about Market Risk 
Item 4. Controls and Procedures 
PART II – OTHER INFORMATION
Item 1.Legal Proceedings:1611
Item 2.
Unregistered Sales Of Equity Securities1711
Item 3.Default Upon Senior Securities1711
Item 4.Mining Safety Procedures1711
Item 5.Other Information:1711
Item 6.Signature18
Item 7.Exhibits1914

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3

PART I – FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the annual financial statements and notes thereto included in our annual Report on Form 10-Kfinancial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on July 6, 2016 and amended on July 14,September 28, 2016 and can be found on the SEC website at www.sec.gov




BEMAX INC.

(A Development Stage Company)

Financial Statements

(Expressed in US dollars)

August 31, 2016 and August 31, 2015

(Unaudited)

4

 (Unaudited)





4

BEMAX INC.

(A Development Stage Company)

Balance Sheets (Stated in U.S. Dollars)

November 30,

August 31, 2016 and May 31, 2016


  November 30, 2016  
May 31,
2016
 
       
       
ASSETS      
       
 Current Assets      
 Cash and cash equivalents $14,454  $115,738 
         
         
 Total current assets  14,454   115,738 
         
 Fixed Assets        
 Furniture and Equipment  500   500 
         
 Total fixed assets  500   500 
         
  TOTAL ASSETS $14,954  $116,238 
         
         
 LIABILITIES & STOCKHOLDERS' EQUITY        
         
 CURRENT LIABILITIES        
         
 Convertible Loans $298,746  $207,750 
 Accrued interest on convertible loans  9,599   1,843 
 Loan from shareholder and related party  47,236   38,237 
  Accounts payable  725   725 
  Total current liabilities  356,306   248,555 
 Commitments and Contingencies  -   - 
 STOCKHOLDERS' EQUITY        
         
 Common stock, ($0.0001 par value, 500,000,000 shares        
 authorized; 259,196,500 shares issued and outstanding at        
 November 30, 2016 and  258,792,500 as of May 31, 2016  25,919   25,879 
 Additional paid-in capital  44,102   36,876 
 Accumulated deficit  (411,373)  (195,071)
TOTAL STOCKHOLDERS' EQUITY  (341,352)  132,317 
         
         
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,954  $116,238 
         
         
         
   See Notes to Financial Statements        


5

BEMAX INC.
Statements of Operations
 (Stated in U.S. Dollars)

  Three Months Ended  Three Months Ended  Six Months Ended  Six Months Ended 
  November 30, 2016  November 30, 2015  November 30, 2016  November 30, 2015 
             
              
REVENUES           
       Revenues  23,031   100,319   115,153   100,319 
                 
TOTAL REVENUES $23,031  $100,319  $115,153  $100,319 
                 
Cost of goods sold         
       Purchases-resale items  122,182   -   248,182   - 
                 
TOTAL COGS $122,182  $-  $248,182  $- 
                 
Gross profit  (99,151)  100,319   (133,029)  100,319 
                 
Operating costs             
                 
General and administrative expenses  4,025   3,510   10,583   8,423 
Professional fees  1,100   4,000   9,400   7,700 
Management fees  1,500   1,500   3,000   3000 
                 
TOTAL OPERATING COSTS $6,625  $9,010  $22,983  $19,123 
                 
Interest expense and loan fees  (6,079)  -   (60,290)  - 
                 
NET  INCOME (LOSS) $(111,855) $91,309  $(216,302) $81,196 
                 
BASIC AND DILUTED EARNINGS (LOSS) 
PER SHARE $0.00  $0.00  $0.00  $0.00 
                 
                 
WEIGHTED AVERAGE NUMBER OF 
COMMON SHARES OUTSTANDING  258,843,687   258,750,000   258,817,954   258,750,000 
See Notes to Financial Statements 


6
BEMAX INC.
Statements of Cash Flows
 (Stated in U.S. Dollars)
For the Six Months Ended November 30, 2016 and November 30, 2015
 (Unaudited)


  Six Months Ended  Six Months Ended 
  November 30, 2016  November 30, 2015 
       
       
CASH FLOWS FROM OPERATING ACTIVITIES      
    Net income (loss) $(216,302) $81,196 
Changes in operating assets and liabilities:        
 Adjustments to reconcile net loss to net cash        
 provided by (used in) operating activities:        
 Loan from shareholder and related party  9,000   11,900 
 Accounts payable  -   (105,560)
Accrued interest on convertible loans  11,018   - 
         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (196,284)  (12,464)
         
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from convertible notes payable  135,000   - 
Payment on convertible notes payable  (40,000)  - 
NET CASH PROVIDED BY FINANCING ACTIVITIES  95,000   - 
         
         
NET INCREASE (DECREASE) IN CASH  (101,284)  (12,464)
CASH AT BEGINNING OF PERIOD  115,738   58,137 
   14,454     
CASH AT END OF PERIOD $14,454  $45,673 
   14,454     
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
Cash paid during year for :        
     Interest $12,325  $- 
     Income Taxes $-  $- 
         
Non-cash transactions        
Common shares issued to pay principal and accrued interest on converted notes  7,266  $- 
         
         
See Notes to Financial Statements 



7
BEMAX INC.

  Three Months Ended Year Ended
  August 31, 2016 May 31, 2016
     
     
ASSETS
     
Current Assets        
 Cash and cash equivalents $115,730  $115,738 
 Inventory  204,943   189,823 
         
 Total current assets  320,673   305,561 
         
 Fixed Assets        
 Furniture and Equipment  500   500 
         
 Total fixed assets  500   500 
         
  TOTAL ASSETS $321,173  $306,061 
         
         
 LIABILITIES & STOCKHOLDERS' EQUITY        
         
 CURRENT LIABILITIES        
         Derivative liability  410,269   351,041 
          Debt discount  (188,895)  (134,148)
        Convertible Loans  302,750   207,750 
         Accrued interest on convertible loans  6,783   1,845 
        Loan from shareholder and related party  42,736   38,236 
  Total current liabilities  573,643   464,724 
         
 STOCKHOLDERS' EQUITY        
         
 Common stock, ($0.0001 par value, 500,000,000 shares        
 authorized; 258,792,500 shares issued and outstanding at        
 August 31, 2016 and May 31, 2016 respectively  25,879   25,879 
 Additional paid-in capital  36,876   36,876 
 Deficit accumulated during development stage  (315,225)  (221,418)
TOTAL STOCKHOLDERS' EQUITY  (252,470)  (158,663)
         
         
         
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $321,173  $306,061 

See Notes to the Financial Statements

5
November 30,

BEMAX INC.

Statement of Operations

(Stated in U.S. Dollars)

(Unaudited)

     
  Three Months Ended Three Months Ended
  August 31, 2016 August 31, 2015
     
     
REVENUES        
 Revenues  92,122   —   
Change in fair value on derivative liability  336,777     
TOTAL REVENUES $428,899  $—   
         
Cost of good sold        
       Purchases-resale items  110,000   —   
         
TOTAL COGS $110,000  $—   
         
Gross profit  318,019   —   
         
Operating costs      —   
Loss on issuance of convertible debt  272,005     
General and administrative expenses  139,822   10,113 
         
TOTAL OPERATING COSTS $411,827  $10,113 
         
NET ORDINARY INCOME (LOSS) $(93,808) $(10,113)
         
BASIC AND DILUTED EARNINGS (LOSS)        
PER SHARE $(0.00) $(0.00)
         
         
WEIGHTED AVERAGE NUMBER OF        
COMMON SHARES OUTSTANDING  258,792,500   258,750,000 

See Notes to the Financial Statements

6

BEMAX INC.

Statement of Cash Flows

(Stated in U.S. Dollars)

For the Three Months Ended August 31, 2016 and August 31, 2015

(Unaudited)

  Three Months Ended Three Months Ended
  August 31, 2016 August 31, 2015
     
     
CASH FLOWS FROM OPERATING ACTIVITIES        
    Net income (loss) $(93,808) $(10,113)
    Adjustments to reconcile net loss to net cash        
       provided by (used in) operating activities:        
       Inventory  (15,120)  —   
       Derivative liability  59,228   —   
       Debt discount  (54,747)  —   
       Loan from shareholder and related party  4,500   7,400 
       Accounts payable  —     2,200 
       Accrued interest on convertible loans  4,938   —   
       Convertible loans  95,000   —   
   Changes in operating assets and liabilities:  93,800   (513)
         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (8)  (513)
         
         
INVESTING ACTIVITIES        
       Furniture and equipment  —     —   
Net cash provided by investing activities  —     —   
CASH FLOWS FROM FINANCING ACTIVITIES        
     Issuance of common stock  —     —   
     Loans from convertible promissory notes  (8)  —   
NET CASH PROVIDED BY FINANCING ACTIVITIES  (8)  (513)
         
         
NET INCREASE  IN CASH  (8)  (513)
CASH AT BEGINNING OF PERIOD  115,738   58,137 
   115,730   58,137 
         
CASH AT END OF PERIOD $115,730  $57,624 
   115,730     
         
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
         
Cash paid during year for :        
     Interest $—    $—   
         
     Income Taxes $—    $—  

See Notes to the Financial Statements

7
(Unaudited)





BEMAX INC.

Notes to the Financial Statements

August 31, 2016

(Unaudited)

1. NATURE OF OPERATIONS

BEMAX INC. ("(“The Company"Company”) was incorporated in the State of Nevada on November 28, 2012 to engage in the business of exporting disposable baby diapers manufactured in the United States and then distributing them throughout Europe and South Africa. The Company is in the development stage with limitedno revenues and very limited operating history.

These financial statements have been prepared on a going concern basis 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 anticipates future losses in the development of its business raising substantial doubt about the Company'sCompany’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares.


2.

2 GOING CONCERN



These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business one year from May 31, 2016. The Company has incurred a loss since inception resulting in an accumulated deficit of $411,373 as$315,225 of November 30,August 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company'sCompany’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or the existing cash on hand, loans from directors and/or private placement of common stock. Obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with personal cash outsideon hand, loans or equity issuances.


from directors and /or private placement of common stock.

There is no guarantee that the Company will be able to raise any capital through any type of offering.


3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and are presented in US dollars. The Company'sCompany’s Year End is May 31.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

8

8

BEMAX INC.

Notes to the financial Statements

August 31, 2016

(Unaudited)


November 30, 2016
(Unaudited)
 

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Development Stage Company

The Company has elected to adopt application of Accounting Standards Update No. 2014-10,Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure requirements of Topic 915.

Impairment of Long-lived Assets

The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.

Fair Value of Financial InstrumentsInstrument

The Company'sCompany’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management'smanagement’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted.

Derivative Instruments

In connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company.

The Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula (“Black-Scholes model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using

9

BEMAX INC.

Notes to the Financial Statements

August 31, 2016

(Unaudited) 

the safe-harbor provisions of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies.

Income Taxes

The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At November 30,August 31, 2016, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Net (Loss) per Share

The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The Company has losses for the six months ended November 30, 2016; therefore basic EPS equals diluted EPS.


Recent Accounting Pronouncements


The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company'sCompany’s results of operations, financial position or cash flow.


As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.


4. RELATED PARTY TRANSACTIONS


The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A total of $9,000$4,500 for donated management fees was charged to Shareholder Loan for the six monthsperiod ended November 30,August 31, 2016.


As of November 30,August 31, 2016, there are loans from the majority shareholder and related party totalling $47,236.These$38,236.These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral.


5. STOCKHOLDER'SSTOCKHOLDER’S EQUITY


On May 16, 2014, the Company authorized the issue of 4,000,000 shares of common stock at a par value of $0.0001 per share, to the President of the Company for total net proceeds of $4,000.

Between October 14 and 24, 2014, the Company authorized and issued 58,750,0001,175,000 shares of common stock at $0.05 per share to various investors for net proceeds to the Company of $58,750.

10

9

BEMAX INC.

Notes to the Financial Statements

November 30,

August 31, 2016

(Unaudited)



On June 5, 2015, the Company decided to increase the authorized amount of common shares that can be issued from 70,000,000 to 500,000,000 with the same par value of $0.0001 per share. The Company also declared a Fifty (50) to One (1) forward stock split effective immediately.


During fiscal year 2016, the Company issued 42,500 Common Shares at $0.0001 par value to an attorney for legal services rendered.

At November 30,August 31, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 259,196,500258,792,500 issued and outstanding.


The 50-1 stock split has been shown retroactively.



6. REVENUE RECOGNITION


The Company'sCompany revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the time of sales once payment has been received and disposable baby diapers are delivered to the buyer.


Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed.

7.

NOTE 7 CONVERTIBLE LOANS


On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principalprinciple amount of the loan is $40,000 (forty thousand dollars) with an original issue discount of $4,000 (four thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 16, 2017. Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. This Note has been paid.



The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $134,892 based on the Black Scholes Merton pricing model and a corresponding debt discount of $40,000 to be amortized utilizing the interest method of accretion over the term of the note. On July 14, 2016, the Company repaid the $40,000 of principle, $1,307 of accrued interest and a $20,965 early payment penalty. The Company fair valued the derivative on July 14, 2016 at $71,192 resulting in a gain on the change in the fair value of $17,664. As a result of repayment of the note the Company recognized the remaining debt discount of $28,493 and a $71,192 gain on settlement of debt. 

On April 19, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $30,000 (thirty(forty thousand dollars) with an original issue discount of $3,500 (three thousand five hundred dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 2017. Crown Bridge Partners LLC.L.L.C., has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $124,890 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $39,161 resulting in a gain on the change in the fair value for the three months of $85,729. In addition, $11,014 of the debt discount has been amortized to interest expense.  

11

BEMAX INC.

Notes to the Financial Statements

August 31, 2016

(Unaudited)

On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan is $30,000 (thirty(forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017.Adar Bays,2017. Eagle Equities LLC. hasHas the option to convert the Note plus accrued interest into common shares of the Company, at anytime.any time. The conversion rate will be at a discount of 52% of the lowest average price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash

10

BEMAX INC.
Notes to the Financial Statements
November 30, 2016
(Unaudited)


payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days.

On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principal amount of the loan is $30,000 (thirty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017.Eagle Equities, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at anytime. The conversion rate will be at a discount of 52% of the lowest average price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days.

The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $48,604 resulting in a gain on the change in the fair value or the three months of $60,196. In addition, $9,370 of the debt discount has been amortized to interest expense.

On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principle amount of the loan is $30,000 (forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. The Company recorded the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $48,604 resulting in a gain on the change in the fair value for the three months of $60,196. In addition, $9,370 of the debt discount has been amortized to interest expense.

On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. The principalprinciple amount of the loan is $77,750 (seventy seven(seventy-seven thousand, seven hundred and fifty dollars) with an original issue discount of $6,750 (six thousand, seven hundred and fifty dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017.Auctus2017. Auctus Fund LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at anytime.any time. The conversion rate will be at a discount of 52% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. FromDay 121 through 150, days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%.The. The Company cannot prepay any amount outstanding after 180 days.


The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $261,774 based on the Black Scholes Merton pricing model and a corresponding debt discount of $77,750 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $96,745 resulting in a gain on the change in the fair value of $165,029. In addition, $31,833 of the debt discount has been amortized to interest expense. 

On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan is $55,000 (fifty five(fifty-five thousand dollars) with an original issue discount of $3,000 three thousand dollars) a payment of $2,000 (two thousand dollars)for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2, 2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company, at anytime.any time. The conversion rate will be at a discount of 52% of the lowest averageprice for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a

12

BEMAX INC.

Notes to the Financial Statements

August 31, 2016

(Unaudited)  

cash payment of the principal plus 140% interest. Day 121 through 150 prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%. The Company cannot prepay any amount outstanding after 180 days. The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $167,895 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $83,440 resulting in a gain on the change in the fair value of $84,455. In addition, $18,401 of the debt discount has been amortized to interest expense.

On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan is $80,000 (eighty thousand dollars) with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 52% of the lowest price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. FromDay 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%.The. The Company cannot prepay any amount outstanding after 180 days.



On June 14, The Company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company issuedfair valued the derivative at $132,876 resulting in a Convertible Promissory Notegain on the change in favorthe fair value of Black Forest Capital LLC. The principal amount$95,233. In addition, $17,096 of the loandebt discount has been amortized to interest expense.

A summary of outstanding convertible notes as of August 31, 2016, is $80,000 (eighty thousand dollars) with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars)for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at anytime. The conversion rate will be at a discount of 52% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. From 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%.The Company cannot prepay any amount outstanding after 180 days.as follows:

Note HolderIssue DateMaturity DateStated Interest RateAmount of NoteRepayments / ConversionsPrincipal Balance 8/31/2016
Crown Bridge Partners, LLC (1)2/16/20162/16/2017       8%   $ 40,000   $     (40,000)$                  -
Crown Bridge Partners, LLC4/19/20164/19/20178%30,000-30,000
Adar Bays, LLC5/9/20165/9/20178%30,000-30,000
Eagle Equities, LLC5/9/20165/9/20178%30,000-30,000
Auctus Fund, LLC5/10/20162/10/20178%77,750-77,750
JSJ Investments Inc.6/2/20162/26/20178%55,000-55,000
Black Forest Capital LLC6/14/20166/14/20178%80,000-80,000
Total      $ 302,750$     (40,000)$       262,750
(1)This Note was repaid in full with cash on July 14, 2016

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On July 14, 2016, the Company repaid the Convertible Loan of $40,000 principal plus interest and fees to Crown Bridge Partners for the loan to the Company of February 16, 2016. Including the principal, the Company paid a total of $62,271.23.
11

BEMAX INC.

Notes to the Financial Statements

November 30,

August 31, 2016

(Unaudited)


On November 1, 2016, Crown Bridge Partners, LLC. converted $4,004

A summary of the principal loan into 154,000 shares of common stock at $0.026 per share. The balanceactivity of the loan at November 30,debt discount as of August 31, 2016 is $25,996.


On November 22, 2016, Auctus Fund, LLC. converted $3,265.50as follows:

Note Holder Issue Date Maturity Date Stated Interest Rate Amount of Note Debt Discount Net Principal Balance 8/31/2016
Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017  8% $40,000  $(40,000) $—   
Crown Bridge Partners, LLC 4/19/2016 4/19/2017  8%  30,000   (18,986)  11,014 
Adar Bays, LLC 5/9/2016 5/9/2017  8%  30,000   (20,630)  9,370 
Eagle Equities, LLC 5/9/2016 5/9/2017  8%  30,000   (20,630)  9,370 
Auctus Fund, LLC 5/10/2016 2/10/2017  8%  77,750   (45,917)  31,833 
JSJ Investments Inc. 6/2/2016 2/26/2017  8%  55,000   (36,599)  18,401 
Black Forest Capital LLC 6/14/2016 6/14/2017  8%  80,000   (62,904)  17,096 
Total         $342,750  $(245,666) $97,084 

A summary of the accrued unpaid interest into 250,000 shares of common stock at $0.01305 per share. The balanceactivity of the loan at November 30, 2016derivative liability is $77,750 and accrued interest is $77.34.


As of November 30, 2016, the outstanding balance of Convertible Loans is $295,746.

8. CORRECTION OF AN ERROR

On February 27, 2015 an Individual sale of $100,000 was erroneously recorded as part of a sale of $507,722.
In fact, this wasn't correct, but an "Accounts Receivable" was set up for that amount and reduced by the $100,000.

Then on September 18, 2015, again a single sale of $35,100 was then erroneously recorded as part of the original $507,722 sale and the "Accounts Receivable" was reduced by $35,100 leaving a balance of $372,622.

These errors were discovered during the compilation of these financial statements for the period ending November 30, 2016, and corrected. Therefore there is no longer an "Accounts Receivable" and the above mentioned $135,100 has been recorded as sales income for the previous periods ended February 2015 and November 2015. The following table summarizes the changes as of May 31, 2016:
   As Previously Reported    Adjustment    As Restated  
Accounts Receivable $372,622  $ (372,622) $- 
Accounts Payable $319,795  $ (319,070) $725 
Deferred Revenue $507,722  $ (507,722) $- 
Accumulated Deficit $ (649,241) $454,170  $ (195,071)
9.follows:

Balance at May 31, 2016 $510,596 
Increase to derivative due to new issuances  396,005 
Decrease due to debt settlement  (71,192)
Derivative (gain) due to mark to market adjustment  (385,977)
Balance at August 31, 2016 $449,432 

8. SUBSEQUENT EVENTS


The Company has evaluated all events and transactions that occurred after November 30,August 31, 2016 up through the date these financial statements were available for issuance. It has been determined that the following events are material:


On December 5, 2016, the Company entered into an initial one year consulting agreement with Adebayo Ladipo. He has been compensated by receiving 7,500,000 shares of common stock at a par value of $0.0001 per share. At no timethere is he considered an employee of the Company. He is an Independent Contractor and ablenothing further to pursue other interests.

As of January 11, 2017, the six loans outstanding including accrued interest, have all been converted to common shares. There are currently no loans outstanding. The total number of shares issued regarding these conversions totals 184,748,966.

As of January 11, 2017, there are 500,000,000 shares authorized. 451,640,836 have been issued and are outstanding and 43,646,325 have been reserved for a new loan that is currently being negotiated. Available shares for future issue totals 4,712,839.


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report.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward Looking Statements

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements

14

concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.


Business Overview

Bemax Inc. is anew Nevada –based company focusing on the distribution of disposable baby diapers made in North America and Asia by quality producers to wholesalers and retailers in Europe and the emerging markets. We are a development stage corporation and have generated or realized minimal revenues from our business operations.




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Liquidity and Capital Resources

Cash Flows

   
Six Months
Ended
November 30, 2016
$  
   
Six Months
Ended
November 30, 2015
$  
 
Net Cash Provided By (Used In) Operating Activities  (196,284)  (12,464)
Net Cash Used by Investing Activities  -   - 
Net Cash Provided By (Used In) Financing Activities  95,000   - 
CASH AT BEGINNING OF PERIOD  115,738   58,137 
CASH AT END OF PERIOD  14,454   45,673 

  Three Months Three Months
  Ended Ended
  August 31, 2016 August 31, 2015
  $ $
     
Net Cash Provided By (Used In) Operating Activities  (8.00)  (513)
Net Cash Used by Investing Activities  —     —   
Net Cash Provided By (Used In) Financing Activities  (8.00)  (513)
CASH AT BEGINNING OF PERIOD  58,137   4,000 
CASH AT END OF PERIOD  115,730   57,624 

Through November 30,May 31, 2016, the Company'sCompany’s operations has increased compared to same period of last year with $115,153$92,122 in revenues.

We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through loans from the sole director and third party convertible notes.note of $302,750. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. However, as a result of its lack of operating success, the Company may not be able to raise additional funding to cover operating deficits.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit of $411,373$315,225 since inception (November 28, 2012) to the period ended November 30,August 31, 2016 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. However, these conditions raise substantial doubt about 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.


Management's Fiscal Quarter Report on Internal Control over Financial Reporting.


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control

15

over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) 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. Management has determined that internal control are not effective.

14

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Results of Operations


For the three months ended November 30, 2016 ("2016") as compared to the three months ended November 30, 2015 ("2015"):

Revenue

The Company had $23,031 in revenue for the three months ended November 30,Period Ended August 31, 2016 compared to $65,219 for period ended November 30, 2015. This reduction is due to inability to secure viable and less dilutive financing to finance purchase orders.

Revenue

Revenue for the six monthsperiod ended November 30,August 31, 2016, and August 31, 2015 were $92,122 and $0 respectively.

Accounts payable for the period ended August 31, 2016 is $115,153$0 compared to $65,219$2,200 for same period ended August 31, 2015.

Net Income (Loss)

For the period ended August 31, 2016, the Company generate net income loss of $93,808 and incurred net losses of $10,113 for same period ended August 31, 2015.

Expenses

Our total expenses for the six monthsperiod ended November 30, 2015. The increase is due to increase purchase orders.


CostsAugust 31, 2016 were $139,822 which consisted of Goods Sold

The total costs of goods for the three months ended November 30, 2016 is $122,182general and administrative expenses compared to $0 for the three months ended November 30, 2015. The increase is due to increase in number$10,113 of purchase orders.

The total costs of goods for the six monthsame period ended November 30, 2016 is $248,182 compared to $0 for the same six month period ending November 30,August 31, 2015. The reason for the increase is due to increase number of purchase orders.

Interest Expenses

Total interest expense and loan fees for the six months ended November 30, 2016 is $60,290 due to financing obtained during the period. No notes payable occurred during the six months ended November 30, 2015.


Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

16


Off-Balance Sheet Arrangements


As of November 30,August 31, 2016, we had no off-balanceoff balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

15

The Company is working on several business development projects to increase sales and generate revenues, including: introducing the Company's private label brands to new segment of online customers through Amazon, introduce better pricing to existing and prospective distributors to obtain larger purchase orders, introduce the Company's brands to traditional U.S. retail outlets. In addition, the Company is working to sign exclusive distribution agreement with larger distributors to enhance regional and global expansion strategy.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


Not applicable.


ITEM 4. CONTROLS AND PROCEDURES


We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision

and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30,February 29, 2016.


Based on the evaluation of these disclosure controls and procedures, our Chief Executive and Chief Financial Officer concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls: Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.


There were no changes in our internal control or in other factors during the last fiscal quarter covered by this report that have materially affected, or are likely to materially affect the Company's internal control over financial reporting.



PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.


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

None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4. MINE SAFETY DISCLOSURES

N/A.

17
N/A.


ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS



Exhibits:


31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.


31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. 

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

BEMAX INC.  
Dated: September 28, 2017By: /s/Taiwo Aimasiko
Taiwo Aimasiko, President and
Chief Executive Officer
Dated: September 28, 2017By: /s/Taiwo Aimasiko
Taiwo Aimasiko, Chief Financial Officer  

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                                                                 BEMAX INC.

Dated: January 13, 2017                    By: /s/ Taiwo Aimasiko
                                                               ________________________________
                                                               Taiwo Aimasiko, President and
                                                               Chief Executive Officer


Dated: January 13, 2017                    By: /s/ Taiwo Aimasiko
                                                             _________________________________
                                                             Taiwo Aimasiko, Chief Financial Officer


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