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Bemax (BMXC)

Filed: 27 Jul 17, 8:00pm

 

 

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington D.C. 20549

 

Form 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 August 31, 2015

 

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)

 

 

____________________________________________________________________________________________________________

 

26 Wellsley Lane

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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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 filer and large accelerated 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 [ ] No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

 

258,750,000 common shares issued and outstanding as of August 31, 2015 

 

 
 

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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 Statements9
Item 2. Management's Discussion and Analysis of Final 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:11
Item 2.Unregistered Sales Of Equity Securities11
Item 3.Default Upon Senior Securities11
Item 4.Mining Safety Procedures11
Item 5.Other Information:11
Item 6.Signature12
Item 7.Exhibits13

 

 

 

 

 

 

 
 

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 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 audited financial statements and notes thereto included in our audited financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on August 14, 2015 and can be found on the SEC website atwww.sec.gov

 

 

 

 

 

 
 

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 BEMAX INC.

(A Development Stage Company)

Financial Statements

(Expressed in US dollars)

August 31, 2015 and August 31, 2014

(Unaudited) 

BEMAX INC. 
Balance Sheets 
(Stated in U.S.Dollars) 
(Unaudited) 
       
       
       
  Three Months Ended  Year Ended 
  August 31, 2015  May 31, 2015 
       
       
ASSETS      
       
Current Assets      
 Cash and cash equivalents $57,624  $58,137 
 Accounts receivable  407,722   407,722 
         
 Total current assets  465,346   465,859 
         
 Fixed Assets        
 Furniture and Equipment  500   500 
         
 Total fixed assets  500   500 
         
  TOTAL ASSETS $465,846  $466,360 
         
         
 LIABILITIES & STOCKHOLDERS' EQUITY        
         
 CURRENT LIABILITIES        
       Deferred revenue  507,722   507,722 
        Loan from shareholder and related party  24,736   17,336 
       Accounts payable  366,822   364,622 
  Total current liabilities  899,280   889,680 
         
 STOCKHOLDERS' EQUITY        
         
 Common stock, ($0.0001 par value, 500,000,000 shares        
 authorized; 258,750,000 shares issued and outstanding at        
 August 31, 2015 and  5,175,000 at May 31, 2015 respectively  25,875   518 
 Additional paid-in capital  36,876   62,232 
 Deficit accumulated during development stage  (496,184)  (486,070)
TOTAL STOCKHOLDERS' EQUITY  (433,434)  (423,320)
         
         
         
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $465,846   466,360 

  

 
 

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BEMAX,INC 
Statements of Operations 
(Stated in U.S.Dollars) 
(Unaudited) 
       
       
       
       
  Three Months Ended  Three Months Ended 
  August 31, 2015  August 31, 2014 
       
       
REVENUES      
       Revenues  -   - 
         
TOTAL REVENUES $-  $- 
         
Cost of good sold        
       Purchases-resale items  -   - 
         
TOTAL COGS $-  $- 
         
Operating costs        
         
General and administrative expenses  10,113   4,807 
         
TOTAL OPERATING COSTS $10,113  $4,807 
         
NET ORDINARY INCOME (LOSS) $(10,113) $(4,807)
         
BASIC AND DILUTED EARNINGS (LOSS)     
PER SHARE $(0.00) $(0.00)
         
         
WEIGHTED AVERAGE NUMBER OF        
COMMON SHARES OUTSTANDING  258,750,000   5,175,000 

 

 

 
 

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BEMAX INC.
Statements of Cash Flows
(Stated in U.S.Dollars)  
(Unaudited)

 

       
       
  Three Months Ended  Three Months Ended 
  August 31, 2015  August 31, 2014 
       
       
CASH FLOWS FROM OPERATING ACTIVITIES      
    Net income (loss) $(10,113) $(4,807)
    Adjustments to reconcile net loss to net cash        
       provided by (used in) operating activities:        

 

       Loan from shareholder and related party

  7,400   2,300 
       Accounts payable  2,200   - 
       Accounts receivable  -   - 
       Deferred revenue  -   - 
   Changes in operating assets and liabilities:  (513)  - 
         
 (513)  (2,507)
         
         
INVESTING ACTIVITIES        
       Furniture and equipment  -   - 
Net cash provided by investing activities  -   - 
CASH FLOWS FROM FINANCING ACTIVITIES        
     Issuance of common stock  -   - 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES  -   - 
         
         
NET INCREASE  IN CASH  (513)  (2,507)
CASH AT BEGINNING OF PERIOD  58,137   4,000 
         
CASH AT END OF PERIOD $57,624  $1,493 
         
         
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION     
         
Cash paid during year for :        
     Interest $-  $- 
         
     Income Taxes $-  $- 

 

 

 
 

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BEMAX, INC.

Statement of Stockholder's Equity

(Stated in U.S. Dollars)

 

           Deficit    
     Common     Accumulated    
  Common  Stock  Additional  During    
  Stock  Amount  Paid-in Capital  Development Stage  Total 
                
Stock issued for cash at May 31, 2013  -  $-  $-  $-  $- 
Net loss May 31, 2013              (502)  (502)
Balance May 31, 2013  -   -   -   (502)  (502)
Common stock issued for cash on May                    
16, 2014.4,000,000 shares at a par                    
value of $0.0001 per share  4,000,000   400   3,600   -   4,000 
Net loss May 31, 2014              (2,000)  (2,000)
Balance May 31, 2014  4,000,000  $400  $3,600  $(2,502) $1,498 
Common stock issued for cash between                 
between October 14 and 24, 2014 at                    
$0.05 per share  1,175,000   118   58,632       58,750 
Net loss May 31, 2015              (483,568)  (483,568)
Balance May 31, 2015  5,175,000  $518  $62,232  $(486,070) $(423,320)

 

  

 
 

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 BEMAX INC.

Notes to the Financial Statements

August 31, 2015

(Unaudited) 

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 of disposable baby diapers and then distributing them throughout Europe and emerging African markets. The Company is in the development stage with no revenues and limited operating history. 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange commission (“SEC”)  and should be read in connection with the audited financial statements and notes thereto contained in the Company’s K-1 report filed with the SEC. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures in the audited financial statements, for the fiscal 2015, as reported, have been omitted. 

The Company has elected to adopt early 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. 

NOTE 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 for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $((496,184)) as of August 31, 2015 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 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 existing cash on hand, loans 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.  

NOTE 3 STOCKHOLDERS’ EQUITY 

Between October 14 and 24, 2014, the Company authorized and issued 1,175,000 shares of common stock to various investors, for net proceeds to the Company of $58,750. 

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. 

As of August 31, 2015, there are 500,000,000 common shares at a par value of $0.0001 per share authorized and 258,750,000 issued and outstanding.  

 
 

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 BEMAX INC.

Notes to the Financial Statements

August 31, 2015

(Unaudited)


 NOTE 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 $13,500 for donated management fees was charged to Accounts Payable) for the period December 1, 2014 through August 31, 2015. 

As of August 31, 2015, there are loans from the majority shareholder and related party totalling $24,736. They 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. 

NOTE 5 SUBSEQUENT EVENTS 

In Accordance with SFAS 165 (ASC 855-10) management has reviewed events through September, 2015, the date these financials were available to be issued and it was determined that there are none to 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 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 new 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 not generated or realized any revenues from our business operations. 

Liquidity and Capital Resources

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Cash Flows 

 

 

                                                                                                                                                

 

Three Months

Ended

August 31, 2015

$

  

Three Months

Ended

August 31, 2014

$

 
Net Cash Provided By(Used In) Operating Activities  (513)  (2,507)
Net Cash Used by Investing Activities  -   - 
Net Cash Provided By(Used In) Financing Activities  -   - 
CASH AT BEGINNING OF PERIOD  58,137   4,000 
CASH AT END OF PERIOD  57,624   1,493 

 

Through August 31, 2015, the Company has not carried on any significant operations and had no revenues.

We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through loans from the sole director. 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 $496,184 since inception (November 28, 2012) to the period ended August 31, 2015 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. 

Results of Operations for the Period Ended August 31, 2015

Revenue

Revenue for the period ended August 31, 2015, and August 31, 2014 were $0

Deferred Revenue

Deferred revenue for the period ended August 31, 2015 and August 31, 2014 were $507,722 and $0 respectively. Management anticipate deferred revenue will be recognized within the next six months.

Net Loss

For the period ended August 31, 2015 and August 31, 2014 the Company incurred net losses of $10,113 and $4,807 respectively.

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Expenses

Our total expenses for the period ended August 31, 2015 were $10,113 which consisted of general and administrative expenses

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.

Off-Balance Sheet Arrangements

As of August 31, 2015, we had no off 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.

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 August 31, 2015.

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 

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 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.
 

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.
 

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: July 27, 2017                      By: /s/ Taiwo Aimasiko

                                                               ________________________________

                                                               Taiwo Aimasiko, President and

                                                               Chief Executive Officer

 

 

Dated: July 27, 2017                      By: /s/ Taiwo Aimasiko

                                                             _________________________________

                                                             Taiwo Aimasiko, Chief Financial Office 

 

 
 

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