Loading...
Docoh

Bemax (BMXC)

Filed: 1 Nov 17, 8:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

Form 10-Q/A

 

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

 

For the quarterly period ended November 30, 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)

 

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)

 

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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒        No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☒       No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐Accelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☒
Emerging growth company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐   No  ☒

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of January 11, 2017, the issuer had 451,640,836 shares of its common stock issued and outstanding.

  

 

 

 

 

 

Explanatory Note: The May 31, 2016 financial statements were restated to record inventory for purchases previously recorded on a cash basis, eliminate accounts receivable, accounts payable and deferred revenue recorded due to errors; and to account for the embedded conversion feature related to convertible loans.

 

As a result of the errors related to inventory and recording prior sales and cost of goods sold, the financial statements for the six months ended November 30, 2015 were restated to reflect these changes.

 

The balance sheets as of November 30, 2016 and statements of operations and cash flows for the six months then ended were restated as well.

 

 

 

 

TABLE OF CONTENTS

 

PART I  
   
Item 1.Condensed Financial Statements (unaudited)1
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations11
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk12
   
Item 4.Controls and Procedures12
   
PART II  
   
Item 1.Legal Proceedings13
   
Item 1A.Risk Factors13
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds13
   
Item 3.Defaults Upon Senior Securities13
   
Item 4.Mining Safety Disclosures13
   
Item 5.Other Information13
   
Item 6.Exhibits13
   
 Signatures14

 

   

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

BEMAX INC.

Financial Statements

 

Condensed Balance Sheets as of November 30, 2016 (unaudited) and May 31, 20162
  
Condensed Statements of Operations for the Three and Six Months ended November 30, 2016 and 2015 (unaudited)3
  
Condensed Statements of Cash Flows for the Six Months ended November 30, 2016 and 2015 (unaudited)4
  
Notes to the Condensed Financial Statements (unaudited)5

 

 1 

 

 

BEMAX INC

Condensed Balance Sheets

(Unaudited)

 

 

  November 30,
2016
  May 31,
2016
 
ASSETS (Unaudited / Restated)  (Restated) 
Current Assets:      
Cash $14,454  $115,738 
Inventory  321,828   189,823 
Total current assets  336,282   305,561 
         
Furniture and equipment  500   500 
         
Total Assets $336,782  $306,061 
         
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)        
Current Liabilities:        
Accrued interest on convertible loans  12,863   1,845 
Derivative liability  401,710   351,041 
Convertible loans, net of discount of $133,280 and $134,148, respectively  162,466   73,602 
Loan from shareholder and related party  47,236   38,236 
Total current liabilities  624,275   464,724 
Total Liabilities  624,275   464,724 
         
STOCKHOLDERS’ EQUITY (DEFICIT):        
Common stock, $0.0001 par value, 500,000,000 shares authorized; 259,196,500 and 258,792,500 shares issued and outstanding, respectively  25,920   25,879 
Additional paid-in capital  43,838   36,876 
Accumulated deficit  (357,251)  (221,418)
Total Stockholders’ (Deficit)  (287,493)  (158,663)
Total Liabilities and Stockholders’ Equity $336,782  $306,061 

 

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

  

 2 

 

 

BEMAX INC.

Condensed Statements of Operations

(Unaudited)

 

 

  For the Three Months Ended
November 30,
  For the Six Months Ended
November 30,
 
  2016  2015  2016  2015 
  (Restated)  (Restated)  (Restated)  (Restated) 
Revenues $23,031  $100,319  $115,153  $100,319 
Cost of goods sold  5,297   88,513   116,177   88,513 
Gross margin  17,734   11,806   (1,024)  11,806 
                 
Operating Expenses:                
Professional fees  1,100   1,000   9,400   4,700 
Management fees  1,500   1,500   3,000   3000 
General and administrative  4,025   3,510   10,584   8,423 
Total Operating Expenses  6,625   6,010   22,984   16,123 
                 
Income (loss) from operations  11,109   5,796   (24,008)  (4,317)
                 
Other Income (Expense):                
Interest expense and loan fees  (6,079)  -   (49,289)  - 
Interest expense discount  (82,115)  -   (162,368)  - 
Change in fair value of derivative liability  47,145   -   383,922   - 
Loss of issuance on convertible debt  (12,086)  -   (284,091)  - 
Total other expense  (53,135)  -   (111,826)  - 
Net income (loss) $(42,026) $5,796  $(135,834) $(4,317)
Basic and diluted income (loss) per share  (0.00)  0.00   (0.00)  (0.00)
Weighted average number of shares outstanding – basic and diluted  258,843,687   258,750,000   258,817,954   258,750,000 

 

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

 

 3 

 

 

BEMAX INC.

Condensed Statements of Cash Flows

(Unaudited)

 

 

  For the Six Months Ended
November 30,
 
  2016  2015 
  (Restated)  (Restated) 
CASH FLOW FROM OPERATING ACTIVITES:      
Net loss $(135,834) $(4,317)
Adjustments to reconcile net loss to net cash used in operating activities:        
Change in fair value of derivative  (383,922)  - 
Loss on issuance of convertible debt  284,091   - 
Amortization of debt discount  162,368   - 
Changes in Operating Assets and Liabilities:        
Inventory  (132,005)  (17,697)
Accounts payable  -   (2,350)
Accrued interest on convertible loans  18   - 
Net Cash Used in Operating Activities  (205,284)  (24,364)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from convertible loans  135,000   - 
Repayment of convertible loan  (40,000)  - 
Loan from shareholder and related party  9,000   11,900 
Net Cash Provided by Financing Activities  104,000   11,900 
         
NET DECREASE IN CASH  (101,284)  (12,464)
CASH AT BEGINNING OF PERIOD  115,738   58,137 
CASH AT END OF PERIOD $14,454  $45,673 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
Cash paid during period for:        
Interest $22,272  $- 
Income Taxes $-  $- 
         
Non-cash transactions:        
Common shares issued to pay principal on convertible notes $7,004  $- 

 

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

 

 4 

 

 

BEMAX INC.

Notes to the Financial Statements

November 30, 2016

(Unaudited)

 

 

NOTE 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 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 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, outside loans, or equity issuances. There is no guarantee that the Company will be able to raise any capital through any type of offering.

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 not necessarily indicative of the results to be expected for the full year ending May 31, 2017. 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/A for the year ended May 31, 2016.

 

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.

 

Fair Value of Financial Instrument

 

The Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless otherwise noted, it is management’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 Financial Instruments

 

Derivative 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 embedded conversion feature of convertible debt is evaluated to determine if the bifurcated debt conversion feature is required to be classified as a derivative liability. Since the terms of the embedded conversion features of the Company’s convertible debt provides for the issuance of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a decline 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 the 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 the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of November 30, 2016, the embedded conversion feature of $410,269 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.

 

 5 

 

 

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:

 

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Revenue Recognition

 

The Company’s revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the time of sale 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.

 

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.

 

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 $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.

 

 6 

 

 

NOTE 5 - STOCKHOLDER’S EQUITY

 

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. The 50-1 stock split has been shown retroactively.

 

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, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 259,196,500 issued and outstanding.

 

NOTE 6 - CONVERTIBLE LOANS

 

On February 16, 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) 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 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. On July 14, 2016, the Company repaid the $40,000 of principal, $1,307 of accrued interest and a $20,965 early payment penalty.

 

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 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 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 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. 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, $12,175 of the debt discount has been amortized to interest expense.

 

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 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, 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. On November 28, 2016, $3,000 of principal 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 value 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 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 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.

 

 7 

 

 

On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, L.L.C. The principal 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.

 

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 principal 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, 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% 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. 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 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 November 30, 2016, the Company fair valued the derivative at $71,255 resulting in a gain on the change in the fair value for the six months of $96,640. In addition, $20,446 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, 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. 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 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 November 30, 2016, the Company fair valued the derivative at $113,985 resulting in a gain on the change in the fair value for the six months of $114,125. In addition, $37,041 of the debt discount has been amortized to interest expense.

 

 8 

 

 

A summary of outstanding convertible notes as of November 30, 2016, is as follows:

 

Note Holder Issue
Date
 Maturity
Date
 Stated
Interest
Rate
  Amount of
Note
  Repayments /
Conversions
  Principal
Balance
11/30/2016
 
Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017  8% $40,000  $(40,000) $- 
Crown Bridge Partners, LLC (2) 4/19/2016 4/19/2017  8%  30,000   (4,004)  25,996 
Adar Bays, LLC (2) 5/9/2016 5/9/2017  8%  30,000   (3,000)  27,000 
Eagle Equities, LLC 5/9/2016 5/9/2017  8%  30,000   -   30,000 
Auctus Fund, LLC 5/10/2016 2/10/2017  8%  77,750   -   77,750 
JSJ Investments Inc. 6/2/2016 2/26/2017  8%  55,000   -   55,000 
Black Forest Capital LLC 6/14/2016 6/14/2017  8%  80,000   -   80,000 
Total         $342,750  $(47,004) $295,746 

 

(1)This Note was repaid in full with cash on July 14, 2016.
(2)Reductions are conversions to stock.

 

A summary of outstanding convertible notes as of November 30, 2016, is as follows:

 

Note Holder Issue
Date
 Maturity
Date
 Stated
Interest
Rate
  Amount of
Note
  Debt Discount  Net Principal
Balance
11/30/2016
 
Crown Bridge Partners, LLC 4/19/2016 4/19/2017  8% $25,946  $(12,125) $13,821 
Adar Bays, LLC 5/9/2016 5/9/2017  8%  27,000   (10,159)  16,841 
Eagle Equities, LLC 5/9/2016 5/9/2017  8%  30,000   (13,151)  16,849 
Auctus Fund, LLC 5/10/2016 2/10/2017  8%  77,750   (20,282)  57,468 
JSJ Investments Inc. 6/2/2016 2/26/2017  8%  55,000   (34,554)  20,446 
Black Forest Capital LLC 6/14/2016 6/14/2017  8%  80,000   (42,959)  37,041 
Total         $295,696  $(133,230) $162,466 

 

(1)This Note was repaid in full on July 14, 2016.

 

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

 

Balance at May 31, 2016 $351,041 
Increase to derivative due to new issuances  396,005 
Change due to debt settlement  32,623 
Derivative loss due to mark to market adjustment  (377,959)
Balance at November 30, 2016 $401,710 

 

On November 1, 2016, Crown Bridge Partners, LLC converted $4,004 of principal into 154,000 shares of common stock at $0.026 per share. The balance of the loan at November 30, 2016 is $25,996.

 

On November 22, 2016, Adar Bays LLC converted $3,000 of principal into 250,000 shares of common stock at $0.01305 per share. The balance of the loan at November 30, 2016 is $27,000.

  

 9 

 

 

NOTE 7 – RESTATEMENT

 

The May 31, 2016 financial statements were restated to record inventory for purchases previously recorded on a cash basis, eliminate accounts receivable, accounts payable and deferred revenue recorded due to accounting errors; and to account for the embedded conversion feature related to convertible loans.

 

The following table summarizes changes made to the May 31, 2016 balance sheet.

 

  May 31, 2016 
Balance Sheet: As Reported  Adjustment  As Restated 
Accounts receivable $372,622  $(372,622) $- 
Inventory $-  $189,823  $189,823 
Total Current Assets $488,360  $(182,799) $305,561 
Total Assets $488,860  $(182,799) $306,061 
Accounts payable $319,795  $(319,795) $- 
Derivative liability $-  $351,041  $351,041 
Debt discount $-  $(134,148) $(134,148)
Deferred revenue $507,722  $(507,722) $- 
Total current liabilities $1,075,348  $(610,624) $464,724 
Total liabilities $1,075,348  $(610,624) $464,724 
Accumulated deficit $(649,241) $427,823  $(221,418)

 

As a result of the errors related to inventory and recording prior sales and cost of goods sold, the financial statements for the six months ended November 30, 2015 were restated to reflect these changes.

 

The balance sheets as of November 30, 2016 and statements of operations and cash flows for the six months then ended were restated as well with the following changes.

 

  November 30, 2016 
Balance Sheet: As Reported  Adjustment  As Restated 
Inventory $-  $321,828  $321,828 
Derivative liability $-  $401,710  $401,710 
Debt discount $-  $(133,280) $(133,280)
Convertible loans $298,746  $(3,000) $295,746 
Accrued interest $9,599  $3,264  $12,863 
Common stock $25,919  $1  $25,920 
Additional paid in capital $44,102  $(264) $43,838 
Accumulated deficit $(411,373) $54,122  $(357,251)
Statement of Operations:            
Cost of goods sold $122,182  $(6,005) $116,177 
Non-operating expenses $(60,290) $(51,536) $(111,826)
Net loss $(216,302) $80,468  $(135,834)

 

NOTE 8 - SUBSEQUENT EVENTS

 

The Company has evaluated all events and transactions that occurred after November 30, 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 time is he considered an employee of the Company. He is an Independent Contractor and able 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.

 

Refer to amended filings for the quarters and year end subsequent to May 31, 2016 for additional subsequent activity.

 

 10 

 

 

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

 

Forward Looking Statements

 

This report on Form 10-Q/A 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 a 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.

 

Liquidity and Capital Resources

 

  Six Months
Ended
November 30,
2016
  Six Months
Ended
November 30,
2015
 
Net Cash Used in Operating Activities $(205,284) $(24,364)
Net Cash Used by Investing Activities $-  $- 
Net Cash Provided by Financing Activities $104,000  $11,900 

 

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 party convertible notes. 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 financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit of $357,251 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’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 three months ended November 30, 2016 as compared to the three months ended November 30, 2015

  

 11 

 

 

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 reduction is due to the inability to secure viable and less dilutive financing to finance purchase orders. Revenue for the six months ended November 30, 2016 is $115,153 compared to $100,319 for the six months ended November 30, 2015. The increase is due to increase in purchase orders.

 

Costs of Goods Sold

 

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 sales.

 

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 increase is due to the increased sales.

 

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.

 

Off-Balance Sheet Arrangements

 

As of November 30, 2016, 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.

 

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

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended November 30, 2016. The following aspects of the Company were noted as potential material weaknesses:

 

timely and accurate reconciliation of accounts
lack of segregation of duties
complex accounting transaction expertise

 

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

 

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended November 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

 12 

 

 

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:

 

31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
  
31.2Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
  
32.1Certifications 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.

  

 13 

 

 

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:  November 2, 2017By:/s/ Taiwo Aimasiko
  Taiwo Aimasiko, President and
  Chief Executive Officer
  
Dated: November 2, 2017By:/s/ Taiwo Aimasiko
  Taiwo Aimasiko,   
  Chief Financial Officer

 

 

14