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-K filed therewith the U.S. Securities and Exchange Commission (SEC) on July 6, 2016 and amended on July 14, 2016, and can be found on the SEC website at www.sec.govCONTENTS

BEMAX INC

Balance Sheets

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

BEMAX INC.

FinancialCondensed Statements of Operations

(Expressed in US dollars)(Unaudited)

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

BEMAX INC.

Condensed Statements of Cash Flows

(Unaudited)

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

BEMAX INC.

Balance Sheets (Stated in U.S. Dollars)

November 30, 2016 and May 31, 2016

See Notes to the Financial Statements.Statements

August 31, 2017

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

BEMAX INC.

Statements of Operations

(Stated in U.S. Dollars)

See Notes to the Financial Statements.

BEMAX INC.

Statements of Cash Flows

(Stated in U.S. Dollars)

For the Six Months Ended November 30, 2016 and November 30, 2015

(Unaudited)

See Notes to the Financial Statements.

1. NATURE OF OPERATIONS

BEMAX INC. (“The 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 limited revenues and very limited operating history.

NOTE 2 - GOING CONCERN

These

The accompanying unaudited financial statements have been prepared on a going concern basis, which assumescontemplates the Company will be able to realize itsrealization of assets and discharge itsthe satisfaction of liabilities in the normal course of businessbusiness. The Company has had minimal revenue and has an accumulated a deficit of $1,941,913 as of August 31, 2017. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the foreseeable future. The Company anticipates future losses into continue operations. These conditions and the development of its business raisingability to successfully resolve these factors raise substantial doubt about the Company’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. 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 $357,251 as of November 30, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’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 officers/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 overThe unaudited financial statements of the next twelve months with personal cash, outside loans, or equity issuances.Company do not include any adjustments that may result from the outcome of these uncertainties.

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

3.NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America (GAAP)(“U.S. GAAP”). 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are presented in US dollars. The Company’s Year End is May 31.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturitynot necessarily indicative of three months or lessthe results to be cash equivalents.expected for the full year ending May 31, 2018. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended May 31, 2017.

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.

BEMAX INC.

Notes to the financial Statements

November 30, 2016

(Unaudited)

Fair Value of Financial InstrumentsInventory

The Company’s financial instruments consistedinventory consists of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, itfinished goods ready for resale. Inventories are stated at the lower of cost or market. Cost is management’s opinionprincipally determined using the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Because oflast-in, first-out (LIFO) method. The company periodically reviews the short maturity of such assets and liabilities the fair value of these financial instruments approximate their carrying values, unless otherwise noted.

Income Taxes

The Company follows the accrual methoditems in inventory and provides write-downs or write-offs 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 effectinventory based on the deferred income tax assets and liabilitiesits assessment of a change in tax rates is recognized in income in the period that includes the enactment date. At November 30, 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’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 for donated management fees was charged to Shareholder Loan for the six months ended November 30, 2016.

As of November 30, 2016, there are loans from the majority shareholder and related party totalling $47,236.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’S EQUITY

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

BEMAX INC.Derivative Financial Instruments

NotesDerivative liabilities are recognized in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-15– Derivatives and Hedging – Embedded Derivatives(“ASC 815-15”). Pursuant to ASC Topic 815-15 an evaluation of the Financial Statements

November 30, 2016

(Unaudited) 

On June 5, 2015,embedded conversion feature of convertible debt is evaluated to determine if the Company decidedbifurcated debt conversion feature is required to increasebe classified as a derivative liability. Since the authorized amountterms of common shares that can be issued from 70,000,000 to 500,000,000 with the same par valueembedded conversion features 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 attorneyCompany’s convertible debt provides for legal services rendered.

At November 30, 2016, there are 500,000,000the issuance of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a pardecline in the price of the Company’s common stock, the Company determined that the embedded conversion option met the criteria of a derivative liability. The estimated fair value of $0.0001 per share authorizedthe embedded conversion feature of debt classified as derivative liabilities are determined using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable inputs to calculate the fair value of the derivative liabilities at each reporting period. The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and 259,196,500 issuedthe corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of August 31, 2017 and outstanding.May 31, 2017, the embedded conversion feature of $408,064 and $449,975, respectively, of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations.

Fair value of financial instruments

The Company follows Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 825-10-50-10,Financial Instruments—Overall—Disclosure, for disclosures about fair value of our financial instruments and ASC 820-10-35-37,Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, to measure the fair value of our financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by ASC 820-10-35-37 are described below:

The 50-1 stock split has been shown retroactively. following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

6. REVENUE RECOGNITIONAugust 31, 2017:

May 31, 2017:

Revenue Recognition

The Company’sCompany follows ASC 605-10-S99-1,Revenue Recognition,of the FASB Accounting Standards Codification for revenue recognition, policywhich has four basic criteria that must be met before revenue is on a sales-basis method. The Company recognizes and records revenue once paymentrecognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been received and disposable baby diapers are deliveredrendered; 3) the seller’s price to the buyer.buyer is fixed and determinable; and 4) collection is reasonably assured.

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. CONVERTIBLE LOANS Reclassifications

Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the unaudited financial statements for the three months ended August 31, 2017.

Recent Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’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.

NOTE 4—PROPERTY AND EQUIPMENT

Furniture, fixtures, and equipment, stated at cost, less accumulated depreciation consisted of the following at:

Depreciation Expense

Depreciation expense for the three months ended August 31, 2017 and 2016, was $546 and $0, respectively.

NOTE 5 – OTHER ASSETS

On February 16,March 27, 2017, the Company entered into an Option to obtain a Property Lease Agreement (“the lease”) with Simfox Enterprises aka Achievers Nursery School. This is a development property situated in Lagos, Nigeria. The lease is for 30 years with two successive five-year extensions at the option of the Company. Consideration for the Option is $300,000 with $110,000 due immediately and the balance by installments by August 30, 2017. As of August 31, 2017, the Company has paid the full $300,000. In addition, the Company has agreed, subject to the signing of the Definitive Document, to pay Simfox Enterprises, a $390,000 refundable good faith deposit, of which $36,000 has been paid. This will be held by Simfox in an interest-bearing account to be returned to Bemax plus interest, on completion of the development of the property by the Company. 

The Company intends to develop the property for its intended purpose over a two to five-year period, as mutually agreed upon. The option payment of $300,000 will be amortized over this period once development begins.

NOTE 6 - RELATED PARTY TRANSACTIONS

The President of the Company provides management services 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. As of August 31, 2017 and May 31, 2017, there is $49,500 and $45,000, respectively, accrued for these fees.

As of August 31, 2017, and May 31, 2017, there are loans from the majority shareholder of $11,438 and $11,438, respectively. These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and non-interest bearing.

NOTE 7 - STOCKHOLDERS�� EQUITY

On December 5, 2016, the Company issued 7,500,000 shares of common stock per the terms of a one-year consulting agreement. The shares were valued at $0.01 per share for total non-cash expense of $75,000. The expense is being amortized over the term of the agreement. As of May 31, 2017, $37,500 has been debited to consulting expense.

On January 24, 2017, the Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares.

On May 18, 2017, the Company amended its Articles of Incorporation increasing the authorized issue of common stock from 500,000,000 to 850,000,000. The par value remains the same at $0.0001 per share. 

During the year ended May 31, 2017, the Company converted $318,631 of principal and accrued interest into 185,348,336 shares of common stock. All conversions were completed pursuant to the terms of their respective convertible promissory notes. No gains or losses were recognized as a result of the conversions.

NOTE 8 – PREFERRED STOCK 

On January 23, 2017, the Board of Directors designated a series of preferred stock titled Series B Preferred Stock consisting of 50,000,000 shares with a $0.0001 par value. Each share of Series B preferred stock has voting rights of 10 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into three shares of common stock at any time after a one-year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series B preferred stock have no liquidation rights.

On January 24, 2017, the Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares.

NOTE 9 - CONVERTIBLE LOANS

On December 28, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $40,000 (forty thousand dollars)$46,000 with an original issue discount of $4,000 (four thousand dollars)$6,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 16,December 28, 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% of45% applied to the lowest trading price for tenfifteen 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 $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,June 8, 2017, the Company repaid the $40,000$46,000 of principle, $1,307principal, $1,575 of accrued interest and a $20,965$23,925 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 for the six months 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.discount. The Company repaid the note prior to when the convertible feature was effective; therefore, there are no derivatives related to the embedded conversion feature.

On April 19, 2016,March 20, 2017, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $30,000 (forty thousand dollars)$114,000 with an original issue discount of $3,500 (three thousand five hundred dollars)$14,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 2017.March 20, 2018. Crown Bridge Partners, L.L.C.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% of43% applied to the lowest trading 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

BEMAX INC.

Notes to the Financial Statements

November 30, 2016

(Unaudited) 

of the principle 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. On November 1, 2016, $4,004 of principal was converted into 154,000 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company fair valued the derivative at $91,172 resulting in a loss on the change in the fair of $52,011. As of November 30, 2016, the Company again fair valued the derivative at $36,845 resulting in a gain on the change in the fair value for the six months of $88,045. In addition, $18,175August 31, 2017, $6,150 of the debt discount has been amortized to interest expense.

On May 9, 2016,March 27, 2017, the Company issued a Convertible RedeemablePromissory Note in favor of Adar Bays, LLC.JSJ Investments, Inc. The principal amount of the loan is $30,000 (forty thousand dollars)$125,000 with an original issue discount of $9,250 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities L.L.C. 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. On November 28, 2016, $3,000 of principle was converted into 229,850 shares of common stock. Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company fair valued the derivative at $40,273 resulting in a gain on the change in the fair of $8,331. As of November 30, 2016, the Company again fair valued the derivative at $38,092 resulting in a gain on the change in the fair value for the six months of $70,708. In addition, $16,841 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 L.L.C. 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 November 30, 2016, the Company fair valued the derivative at $42,358 resulting in a gain on the change in the fair value for the six months of $66,442. In addition, $16,849 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, L.L.C. The principle amount of the loan is $77,750 (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. Auctus Fund L.L.C. 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. Days 121 through 150, pre-paying the principal 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.

 BEMAX INC.

Notes to the Financial Statements

November 30, 2016

(Unaudited) 

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 November 30, 2016, the Company fair valued the derivative at $99,176 resulting in a gain on the change in the fair value for the six months of $162,598. In addition, $57,468 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 principle amount of the loan is $55,000 (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,December 22, 2017. JSJ Investments, Inc. 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% of40% applied to the three lowest pricetrading prices 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. Day 121 through 150 days, pre-paying the principal 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 Companycompany 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$204,373 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000$125,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016,August 31, 2017, the Company fair valued the derivative at $71,255$142,813 resulting in a gain on the change in the fair value for the six months of $96,640.$56,267. In addition, $20,446$71,363 of the debt discount has been amortized to interest expense.

On June 14, 2016,April 4, 2017, the Company issued a Convertible Promissory Note in favor of Black Forest CapitalAuctus, Fund, LLC. The principleprincipal amount of the loan is $80,000 (eighty thousand dollars)$145,000 with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars) for the Note itself$15,000 and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14,December 22, 2017. Black Forest Capital, L.L.C.Auctus Fund, 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% of40% applied to the lowest trading 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. Day 121 through 150 days, pre-paying the principleplus 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 Companycompany 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$257,720 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000$145,000 to be amortized utilizing the interest method of accretion over the term of the note. As of November 30, 2016,August 31, 2017, the Company fair valued the derivative at $113,985$174,607 resulting in a gain on the change in the fair value for the six months of $114,125.$76,288. In addition, $37,041$80,918 of the debt discount has been amortized to interest expense.

On August 3, 2017, the Company issued a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the loan is $60,000 with an original issue discount of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 3, 2018. JSJ Investments, Inc. 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 40% applied to the three lowest trading prices for ten days prior to the actual date of conversion. 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 $73,676 based on the Black Scholes Merton pricing model and a corresponding debt discount of $60,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2017, the Company fair valued the derivative at $90,644 resulting in a loss on the change in the fair value of $16,968. In addition, $6,154 of the debt discount has been amortized to interest expense.

BEMAX INC.

NotesOn July 18, 2017, the Company issued a Convertible Promissory Note in favor of GS Capital Partners, LLC. The principal amount of the loan is $105,000 with an original issue discount of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on July 18, 2018. GS Capital 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 36% applied to the Financial Statements

November 30, 2016

(Unaudited) lowest bid price for ten days prior to the actual date of conversion. As of August 31, 2017, $603 of the debt discount has been amortized to interest expense.

A summary of outstanding convertible notes as of November 30, 2016,August 31, 2017 and May 31, 2017 is as follows:

A summaryDuring the year ended May 31, 2017, the Company converted $318,631 of outstanding convertible notes asprincipal and accrued interest into 185,348,336 shares of November 30, 2016, is as follows:

common stock. There were no conversions for the three months ended August 31, 2017.

BEMAX INC.

Notes to the Financial Statements

November 30, 2016

(Unaudited)

A summary of the activity of the derivative liability for the notes above is as follows:

On November 1, 2016, Crown Bridge Partners, LLC. converted $4,004A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the principal loan into 154,000 shares of common stock at $0.026 per share. The balance offair value hierarchy for the loan at November 30, 2016three months ended August 31, 2017 is $25,996.as follows:

On November 22, 2016, Auctus Fund, L.L.C. converted $3,265.50

The development and determination of the accrued unpaid interest into 250,000 shares of common stock at $0.01305 per share. The balanceunobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the loan at November 30, 2016 is $77,750 and accrued interest is $77.34.Company’s management

8.NOTE 10 – 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:

9. SUBSEQUENT EVENTSERRORS

The Company has evaluated all eventsdiscovered that there were errors in prior periods regarding revenue, expense and transactions that occurred after November 30, 2016 upderivative recognition for derivatives related to the embedded conversion features of convertible notes. As a result, the prior periods in these financial statements have been restated.

NOTE 11 - SUBSEQUENT EVENTS

In accordance with ASC 855-10,Subsequent Events, we have analyzed our operations subsequent to August 31, 2017, through the date thesethe unaudited financial statements were available for issuance. It has beento be issued, and have determined that we do not have any material subsequent events to disclose in these unaudited financial statements other than the following events are material:following.

On December 5, 2016,September 29, 2017, JSJ Investments converted $15,000 of principle into 6,666,666 shares of common stock.

On October 9, 2017, the Company entered intoexecuted an initial one year consultingAgreement for IR Services. The agreement with Adebayo Ladipo. He has been compensated by receiving 7,500,000is for six months and requires a fee of 10 million shares of common stock. The first 5,000,000 shares of common stock at a par value of $0.0001 per share. At no time is he considered an employeeare required upon the execution of the Company. He is an Independent Contractoragreement and ablewere granted by the Board of Directors on October 10, 2017. The next 2.5 million shares are due in thirty days and the remaining 2.5 million, thirty days after that.

On October 11, 2017, JSJ Investments converted $19,374 of principal into 15,376,567 shares of common stock.

On October 24, 2017, the Board of Directors approved amending the Articles of Incorporation to pursue other interests.increase the Company’s authorized stock to 1,050,000,000 shares; consisting of 950,000,000 common shares and 100,000,000 Series B preferred.

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.

ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION ANDND 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"“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 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 a Nevada –basedbased 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. Our business is focused on expanding current distribution networks for our private labels. We are awill attract more distributors for our products with competitive pricing through lower overhead cost. We continue to invest in the ecommerce space to attract loyal customers and expand within our markets.

The Company is working on several business development stage corporationprojects to increase business and have generated or realized minimalrevenue generation in 2017 and beyond, including but not limited to: product licensing of private labels in some of our African markets, production, and extended distribution of new and existing Bemax private label disposable baby diaper products. There can be no assurance that these will be successful in generating increased revenues from our business operations.in 2017.

Results of Operations for the Three Months Ended August 31, 2017 and 2016

Revenue

Revenue for the three months ended August 31, 2017 and 2016 was $1,642 and $92,122, respectively. The decrease is due to the Company’s temporary focus on plant development.

Operating Expenses

Consulting fees were $26,750 and $0 for the three months ended August 31, 2017 and 2016, respectively. The increase can be attributed to fees associated with acquiring the property lease with Simfox and the recognition of expense for stock for services issued in the prior period.

Professional fees were $12,365 and $8,300 for the three months ended August 31, 2017 and 2016, respectively, an increase of $4,065, or 48.9%, in 2017. The increase in 2017, as compared to 2016, can be largely attributed to increased legal, audit, and/or accounting fees related to required SEC quarterly filings.

General and administrative expense was $43,870 and $22,559 for the three months ended August 31, 2017 and 2016, respectively, an increase of $21,311, or 94.4%, in the current period. The increase in 2017 can be attributed to increased operational costs including $10,109 for travel, office expense as well as additional filing fees to amend some of our SEC filings.

Other Income and Expense

For the three months ended August 31, 2017, we had total other expense of $45,140, compared to $42,691 for the three months ended August 31, 2016. For the three months ended August 31, 2017, we recorded interest expense of $11,729, compared to $27,210 in the prior period. In addition, as a result of the convertible promissory notes, we recorded amortization of debt discount of $106,397, compared to $80,253 for the prior period, a loss on the issuance of convertible debt of $18,676 compared to $272,005 for the prior period, and a loss on settlement of debt of $23,925. The current period’s losses were offset by a gain in the change in the fair value of our derivatives of $115,587 compared to a gain of $336,777 in the prior year.

Net Loss

For the three months ended August 31, 2017 and 2016, we incurred a net loss of $128,793 and $93,808, respectively.

Liquidity and Capital Resources

Cash Flows

During the three months ended August 31, 2017, we used cash of $245,717 in operating activities, as compared to $120,008 for the three months ended August 31, 2016. Financing activities provided net cash of $234,400 during the three months ended August 31, 2017, as compared to $120,000 for the three months ended August 31, 2016.

As of August 31, 2017, we have the following convertible notes outstanding.

Through November 30, 2016, the Company generated $23,031 in revenue compared to $100,319 of same period ended November 30, 2015.

We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through loans from the sole director, and third partythird-party loans which if not paid with interest are convertible notes.to the Company’s common stock. 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 an accumulated deficit of $351,251$1,941,913 since inception (November 28, 2012) to the period ended November 30, 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'sCompany’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.We anticipate that we may only generate any limited revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next two years to fully realize.  There is no assurance we will achieve profitable operations.

Our management is responsible for establishingCritical Accounting Estimates 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 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 permitPolicies

The preparation of financial statements in accordanceconformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that receiptsaffect the reported amounts of assets and expendituresliabilities and the disclosure of contingent assets and liabilities of the Company are being made only in accordance with authorizations of managementdate of the Company;financial statements and (iii) provide reasonable assurance regarding prevention or timely detectionthe reported amounts of unauthorized acquisition, use, or dispositionrevenues and expenses during the reporting period.  Note 3 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Company's assets thatFinancial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could have a material effect ondiffer materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the financial statements. Management has determined that internal control are not effective.

Becausepreparation 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.Financial Statements.

Results The Company follows ASC 605-10-S99-1,Revenue Recognition,of Operations

For the three months ended November 30, 2016 (“2016”) as comparedFASB Accounting Standards Codification for revenue recognition, which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the three months ended November 30, 2015 (“2015”):

Revenue

The Company had $23,031 in revenue for the three months ended November 30, 2016 compared to $100,319 for period ended November 30, 2015. This reductionbuyer is due to inability to secure viablefixed and less dilutive financing to finance purchase orders.determinable; and 4) collection is reasonably assured.

Revenue

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.

We are subject to various loss contingencies arising in the ordinary course of business.  We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the six months ended November 30, 2016expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.  Future tax benefits have been fully offset by a 100% valuation allowance as management is $115,153 comparedunable to $100,319 for the six months ended November 30, 2015. The increasedetermine that it is due to increase purchase orders.more likely than not that this deferred tax asset will be realized.

Costs of Goods SoldOff-Balance Sheet Arrangements

The total costs of goods for the three months ended November 30, 2016 is $5,297 compared to $88,513 for the three months ended November 30, 2015. The decrease is due to reduction in purchases of resale items.

The total costs of goods for the six month period ended November 30, 2016 is $116,177 compared to $88,513 for the same six month period ending November 30, 2015. The reason for the decrease is reduction in purchases of resale items.

Interest Expenses

Total interest expense and loan fees for the three months ended November 30, 2016 is $6,079 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 doWe have 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. 

Off-Balance Sheet Arrangements

As of November 30, 2016, we had noentered into any off-balance sheet transactionsarrangements 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.resources and would be considered material to investors.

Recent Accounting Pronouncements

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

The Company is workinghas implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on several business development projects to increase salesthe financial statements unless otherwise disclosed, 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. does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure 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"“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'sCommission’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, 2016.August 31, 2017.

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.control and lack of formal documentation of accounting policies and procedures.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

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'sCompany’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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

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.

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