UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


Form 10-Q


 [X]10-Q/A

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


For the quarterly period ended August 31, 2016


February 28, 2017

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

625 Silver Oak Drive

Dallas, GA 30

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)


1


Indicate by check mark whether the registrant (1) filed all reportshas submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be filed by Section 13 or 15(d) /of the Exchange Actsubmitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the pastpreceding 12 months (or for such shorter period that the registrant was requirerequired to filesubmit and post such reports), and (2) has been subject to such filing requirements for the past 90 days.files). Yes [X]☒ No [  ]


☐

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

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [ ]  

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

If an emerging growth company, [X]


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 [ X ]


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

Check whether☒

State the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)number of shares outstanding of each of the Securities Exchange Actissuer’s classes of 1934 subsequentcommon equity, as of the latest practicable date: As of April 21, 2017, the issuer had 301,640,836 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 nine months ended February 29, 2016 were restated to reflect these changes.

The statement of operations and cash flows for the nine months ended February 28, 2017 were restated to correct errors made when preparing the financial statement. There were no changes 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 outstandingbalance sheet as of August 31, 2016February 28, 2017.






2
TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION4
Item 1.Condensed Financial Statements (unaudited)1
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'sManagement’s Discussion and Analysis of Financial conditionCondition and ResultosResults of Operations11
Item 3.Quantitative and Qualitative Disclosure aboutDisclosures About Market Risk12
Item 4.Controls and Procedures12
PART II – OTHER INFORMATION
Item 1.Legal Proceedings:Proceedings1113
Item 1A.Risk Factors13
Item 2.Unregistered Sales Ofof Equity Securities and Use of Proceeds1113
Item 3.DefaultDefaults Upon Senior Securities1113
Item 4.Mining Safety ProceduresDisclosures1113
Item 5.Other Information:Information1113
Item 6.SignatureExhibits13
��
Signatures14




3


PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BEMAX INC.

Financial Statements

Condensed Balance Sheets as of February 28, 2017 (unaudited) and May 31, 20162

Condensed Statements of Operations for the Three and Nine Months ended February 28, 2017 and 2016 (unaudited)

3
Condensed Statements of Cash Flows for the Nine Months ended February 28, 2017 and 2016 (unaudited)4
Notes to the Condensed Financial Statements (unaudited)5

1

BEMAX INC

Condensed Balance Sheets

(Unaudited)

  February 28, 2017  May 31,
2016		 
  (Unaudited / Restated)  (Restated) 
ASSETS      
Current Assets:      
Cash $606  $115,738 
Prepaid expenses  56,250   - 
Inventory  177,551   189,823 
Total current assets  234,407   305,561 
         
Furniture and equipment  500   500 
         
Total Assets $234,907  $306,061 
         
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)        
Current Liabilities:        
Accrued interest on convertible loans  634   1,845 
Derivative liability  -   351,041 
Convertible loans, net of discount of $3,748 and $134,148, respectively  42,252   73,602 
Loan from shareholder and related party  51,736   38,236 
Total current liabilities  94,622   464,724 
Total Liabilities  94,622   464,724 
         
STOCKHOLDERS’ EQUITY (DEFICIT):        
Preferred stock series B, $0.0001 par value, 50,000,000 shares authorized; 50,000,000 and 0 shares issued and outstanding, respectively  5,000   - 
Common stock, $0.0001 par value, 500,000,000 shares authorized; 301,640,836 and 258,792,500 shares issued and outstanding, respectively  30,164   25,879 
Additional paid-in capital  1,533,092   36,876 
Accumulated deficit  (1,427,971)  (221,418)
Total Stockholders’ Equity (Deficit)  140,285   (158,663)
Total Liabilities and Stockholders’ Equity $234,907  $306,061 

The accompanying notes are an integral part of these unaudited condensed financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations.

2

BEMAX INC.

Condensed Statements of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in theOperations

(Unaudited)

  For the Three Months Ended
February 28, 2017		  For the Three Months Ended
February 29, 2016		  For the Nine Months Ended
February 28, 2017		  For the Nine Months Ended
February 29, 2016		 
  (Restated)  (Restated)  (Restated)  (Restated) 
Revenues $24,960  $246,119  $140,113  $346,338 
Cost of goods sold  163,020   187,361   279,197   266,864 
Gross margin  (138,060)  58,758   (139,084)  79,474 
                 
Operating Expenses:                
Professional fees  9,200   3,704   18,600   8,404 
Management fees  1,500   1,500   4,500   4,500 
General and administrative  68,858   8,654   79,442   14,078 
Total Operating Expenses  79,558   13,858   102,542   26,982 
                 
Income (loss) from operations  (217,618)  44,900   (241,626)  (52,492)
                 
Other Income (Expense):                
Interest expense and loan fees  (3,712)  (1,714)  (53,001)  (1,714)
Interest expense discount  (134,032)  -   (296,400)  - 
Change in fair value of derivative liability  (715,358)  -   (331,436)  - 
Loss of issuance on convertible debt  -   -   (284,091)  - 
Total other expense  (853,102)  (1,714)  (964,928)  (1,714)
Net income (loss) $(1,070,720) $43,186  $(1,206,554) $50,778 
Basic and diluted income (loss) per share  (0.00)  0.00   (0.00)  (0.00)
Weighted average number of shares outstanding – basic and diluted  347,475,778   258,792,500   288,045,808   258,792,500 

The accompanying notes are an integral part of these unaudited condensed 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 financial statements and notes thereto included in our financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on September 28, 2016 and can be found on the SEC website at www.sec.gov.

3


BEMAX INC.

 (A Development Stage Company)
Financial

Condensed Statements

 (Expressed in US dollars)
August 31, 2016 and August 31, 2015
 (Unaudited


4
BEMAX INC.
(A Development Stage Company)
Balance Sheets (Stated in U.S. Dollars)
August 31, 2016 and May 31, 2016

  Three Months Ended  Year Ended 
  August 31, 2016  May 31, 2016 
       
       
ASSETS      
       
Current Assets      
 Cash and cash equivalents $115,730  $115,738 
 Accounts receivable  372,622   372,622 
         
 Total current assets  488,353   488,360 
         
 Fixed Assets        
 Furniture and Equipment  500   500 
         
 Total fixed assets  500   500 
         
  TOTAL ASSETS $488,853  $488,860 
         
         
 LIABILITIES & STOCKHOLDERS' EQUITY        
         
 CURRENT LIABILITIES        
       Deferred revenue  507,722   507,722 
        Convertible Loans  302,750   207,750 
         Accrued interest on convertible loans  6,784   1,845 
        Loan from shareholder and related party  42,736   38,236 
       Accounts payable  312,995   319,795 
  Total current liabilities  1,172,987   1,075,348 
         
 STOCKHOLDERS' EQUITY        
         
 Common stock, ($0.0001 par value, 500,000,000 shares        
 authorized; 258,792,500 shares issued and outstanding at        
 August 31, 2016 and May 31, 2016 respectively  25,879   25,879 
 Additional paid-in capital  36,876   36,876 
 Deficit accumulated during development stage  (746,889)  (649,241)
TOTAL STOCKHOLDERS' EQUITY  (684,134)  (586,487)
         
         
         
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $488,853  $488,861 


5
BEMAX INC.
Statement of Operations
 (Stated in U.S. Dollars)
         (Unaudited)
  Three Months Ended  Three Months Ended 
  August 31, 2016  August 31, 2015 
       
       
REVENUES      
       Revenues  92,122   - 
         
TOTAL REVENUES $92,122  $- 
         
Cost of good sold        
       Purchases-resale items  126,000   - 
         
TOTAL COGS $126,000  $- 
         
Gross profit  (33,878)  - 
         
Operating costs  12,556   - 
         
General and administrative expenses  51,214   10,113 
         
TOTAL OPERATING COSTS $63,769  $10,113 
         
NET ORDINARY INCOME (LOSS) $(97,647) $(10,113)
         
BASIC AND DILUTED EARNINGS (LOSS)        
PER SHARE $(0.00) $(0.00)
         
         
WEIGHTED AVERAGE NUMBER OF        
COMMON SHARES OUTSTANDING  258,792,500   258,750 


6
BEMAX INC.
Statement of Cash Flows

(Unaudited)

  For the Nine Months Ended
February 28, 2017		  For the Nine Months Ended
February 29, 2016		 
  (Restated)  (Restated) 
CASH FLOW FROM OPERATING ACTIVITIES:      
Net loss $(1,206,554) $50,778 
Adjustments to reconcile net loss to net cash used in operating activities:        
Change in fair value of derivative  331,436   - 
Loss on issuance of convertible debt  284,091   - 
Amortization of debt discount  296,400   - 
Impairment expense  157,279   - 
Stock issued for services  75,000   - 
Changes in Operating Assets and Liabilities:        
Prepaids  (56,250)  - 
Inventory  (145,007)  (79,999)
Accounts payable  -   - 
Accrued interest on convertible loans  (6,027)  - 
Net Cash Used in Operating Activities  (269,632)  (29,221)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from convertible loans  181,000   40,000 
Repayment of convertible loan  (40,000)  - 
Loan from shareholder and related party  13,500   16,400 
Net Cash Provided by Financing Activities  154,500   56,400 
         
NET INCREASE (DECREASE) IN CASH  (115,132)  27,179 
CASH AT BEGINNING OF PERIOD  115,738   58,137 
CASH AT END OF PERIOD $606  $85,316 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
Cash paid during period for:        
Interest $22,272  $- 
Income Taxes $-  $- 
         
Non-cash transactions:        
Conversion of principal and interest to common shares $302,750  $- 

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

4
 (Stated in U.S. Dollars)

For the Three Months Ended August 31, 2016 and August 31, 2015
 (Unaudited)
  Three Months Ended  Three Months Ended 
  August 31, 2016  August 31, 2015 
       
       
CASH FLOWS FROM OPERATING ACTIVITIES      
    Net income (loss) $(97,647) $(10,113)
    Adjustments to reconcile net loss to net cash        
       provided by (used in) operating activities:        
       Loan from shareholder and related party  4,500   7,400 
       Accounts payable  (6,800)  2,200 
       Accounts receivable  -   - 
       Accrued interest on convertible loans  4,938   - 
       Deferred revenue  -   - 
   Changes in operating assets and liabilities:  95,000   - 
         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (8)   (513)
         
         
INVESTING ACTIVITIES        
       Furniture and equipment
  -   - 
Net cash provided by investing activities  -   - 
CASH FLOWS FROM FINANCING ACTIVITIES        
     Issuance of common stock  -   - 
     Loans from convertible promissory notes  (8)  - 
NET CASH PROVIDED BY FINANCING ACTIVITIES  (8)  (513)
         
         
NET INCREASE  IN CASH  57,601   54,137 
CASH AT BEGINNING OF PERIOD  58,137   4,000 
   115,738     
         
CASH AT END OF PERIOD $115,730  $57,624 
   115,730     
         
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     
         
Cash paid during year for :        
     Interest $-  $- 
         
     Income Taxes $-  $- 

7

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  200,000,000   20,000   62,232   -   82,232 
Net loss May 31, 2014              (2,000)  (2,000)
Balance May 31, 2014  200,000,000  $20,000  $62,233  $(2,502) $79,730 
Common stock issued for cash between                 
between October 14 and 24, 2014 at                    
$0.05 per share  58,750,000   5,875   (25,357)      (19,482)
Net loss May 31, 2015              (483,568)  (483,568)
Balance May 31, 2015  258,750,000  $25,875  $36,876  $(486,070) $(423,320)
On February 24, 2016, Common stock                    
was issued for services rendered at                    
par value of $0.0001 per share  42,500   4   -   -   4.00 
Net loss May 31, 2016              (163,171)  (163,171)
Balance May 31, 2016  258,792,500   25,879   36,876   (649,241)  (586,487)



8Notes to the Financial Statements


BEMAX INC.
Notes to the  Financial Statements
August 31, 2016
(Unaudited)


1.

February 28, 2017

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

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

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company'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.

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.February 28, 2017. The Company has incurred a loss since inception resulting in an accumulated deficit of $97,647$1,427,971 as of August 31, 2016 andFebruary 28, 2017and further losses are anticipated in the development of its business raising substantial doubt about the Company'sCompany’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or the existing cash on hand, loans from directors and/or private placement of common stock, obtainingstock. 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.


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.

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, 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 estimate.

estimates.

9

BEMAX INC.
Notes to the Financial Statements
August 31, 2016
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with ASC 830, "Foreign Currency Matters", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Development Stage Company

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

Impairment of Long-lived Assets

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

Fair Value of Financial Instrument

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

5

Derivative Financial Instruments


In connection with

Derivative liabilities are recognized in the salebalance 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 or equity instruments,is evaluated to determine if the bifurcated debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may beconversion feature is required to be bifurcated from the associated host instrument and accounted for separatelyclassified as a derivative instrument 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 Company'sestimated fair value of the embedded conversion feature of debt classified as derivative instrument liabilities are re-valued atdetermined using the end of each reporting period, with changes inBlack-Scholes option pricing model. The model utilizes Level 3 unobservable inputs to calculate the fair value of the derivative liabilityliabilities 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 chargesother income or credits to incomeexpense in the statement of operations. As of February 28, 2017, the embedded conversion feature of $0 of convertible notes payable was classified as a derivative liability. Each reporting period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities,conversion feature is re-valued and adjusted through the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company.
The Company estimatescaption “change in fair value of derivative instrument liabilities usingliabilities” on the Black-Scholes-Merton option-pricing formula ("Black-Scholes model"). This model requires the Company to estimate expected volatility and expected life, which are highly complex and subjective variables. The Company estimates expected term using the safe-harbor provisionsstatements of FASB ASC 718. The Company estimated its expected volatility by taking the average volatility determined for a peer groupoperations.

Fair value of similar publicly-traded companies.




financial instruments

10

BEMAX INC.
Notes to the Financial Statements
August 31, 2016

Income Taxes
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 accrual methodfair value of accountingour financial instruments. ASC 820-10-35-37 establishes a framework for income taxes.  Under this method, deferred income taxmeasuring 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 recognized foreither directly or indirectly observable as of the estimated tax consequences attributable to differences betweenreporting date.

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

The following table classifies the financial statement carrying valuesCompany’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of February 28, 2017 and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  At May 31, 2016,2016:

Description Level 1  Level 2  Level 3  Total Gains and
(Losses)		 
Derivative  -   -   -   (331,436)
Total $-  $-  $-  $(331,436)

May 31, 2016:

Description Level 1  Level 2  Level 3  Total Gains and
(Losses)		 
Derivative  -   -   351,041   128,331 
Total $-  $-  $351,041  $128,331 

Revenue Recognition

The Company’s revenue recognition policy is on a full deferred tax asset valuation allowancesales-basis method. The Company recognizes and records revenue at the time of sale once payment has been providedreceived and nodisposable 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 tax asset has been recorded.revenue until the delivery is executed.

6
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.

Recent Accounting Pronouncements


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


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

4.

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 $4,500$13,500 for donated management fees was charged to Shareholder Loan for the periodnine months ended August 31, 2016.


February 28, 2017.

As of May 31, 2016,February 28, 2017, there are loans from the majority shareholder and related party totalling $38,236.These$51,736.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

NOTE 5 - STOCKHOLDER’S EQUITY


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

Between October 14 and 24, 2014, the Company authorized and issued 1,175,000 shares of common stock at $0.05 per share 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.


At August 31, 2016, there are 500,000,000 shares of common stock at a par value of $0.0001 per share authorized and 258,792,500 issued and outstanding.

The 50-1 stock split has been shown retroactively.
11
BEMAX INC.
Notes

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

On December 5, 2016, the Financial Statements

August 31, 2016



6. REVENUE RECOGNITION

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 valued at $75,000 based on the market price of the common stock on this date. This was valued at $0.01 per share. At no time is he considered an employee of the Company. He is an Independent Contractor and able to pursue other interests.

On January 24, 2017, The Company revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue at the timeallowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of sales once payment has been received and disposable baby diapers are delivered to the buyer.


Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed.
common stock in exchange for 50,000,000 Series B preferred shares.

NOTE 76 - CONVERTIBLE LOANS


On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principleprincipal amount of the loan iswas $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 becomesbecame due and payable with accrued interest on February 16, 2017. Crown Bridge Partners LLC. have the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company hashad 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. On July 14, 2016, the Company repaid the $40,000 of principal, $1,307 of accrued interest and a $20,965 early payment penalty. As a result of repayment of the note the Company recognized the remaining debt discount of $2,833. The Company cannot prepay any amount outstanding after 180 days.



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, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principleprincipal amount of the loan iswas $30,000 (forty(thirty thousand dollars) with an original issue discount of $3,500 (three thousand five hundred dollars) and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19, 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 is at a discount of 48% applied to the lowest price 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 $124,890 based on the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2016, the Company fair valued the derivative at $39,161 resulting in a gain on the change in the fair value for the three months of $85,729. In addition, $11,014 of the debt discount has been amortized to interest expense.

7

On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan was $30,000 (thirty thousand dollars) and carried 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 48% applied to the lowest price for fifteen days prior to the actual date of conversion. 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 valued the derivative at $40,273 resulting in a gain on the change in the fair value of $8,331. During the third quarter the remaining principal and accrued interest of $27,000 and $1,453, respectively, were fully converted into 22,030,353 shares of common stock resulting in the immediate amortization of the remaining debt discount of $13,159, a $32,001 loss on the change in fair value of the derivative and a $105,878 credit to additional paid in capital.

On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Eagle Equities, LLC. The principal amount of the loan was $30,000 (thirty thousand dollars) and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities, LLC. had the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate is at a discount of 48% of the lowest trading price for fifteen days prior to the actual date of conversion. 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.. During the third quarter principal and accrued interest of $30,000 and $1,459, respectively, were fully converted into 16,845,031 shares of common stock resulting in the immediate amortization of the remaining debt discount of $13,151, a $71,501 loss on the change in fair value of the derivative and a $143,634 credit to additional paid in capital.

On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. The principal amount of the loan was $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 carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017. Auctus Fund, LLC. had 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 48% of the lowest trading price for ten days prior to the actual date of conversion. 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. During the third quarter principal and accrued interest of $77,750 and $605, respectively, were fully converted into 43,741,990 shares of common stock resulting in the immediate amortization of the remaining debt discount of $20,282, a $295,729 loss on the change in fair value of the derivative and a $467,591 credit to additional paid in capital.

On June 2, 2016, the Company issued a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan was $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) in loan fees and it carried 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 48% applied to the lowest trading price for ten days prior to the actual date of conversion. 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. During the third quarter principal and accrued interest of $55,000 and $2,395, respectively, were fully converted into 32,463,378 shares of common stock resulting in the immediate amortization of the remaining debt discount of $34,554, a $65,510 loss on the change in fair value of the derivative and a $190,914 credit to additional paid in capital.

On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan was $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 loan fees and it carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 48% applied to the lowest trading price for ten days prior to the actual date of conversion. 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. During the third quarter principal and accrued interest of $80,000 and $3,254, respectively, were fully converted into 55,208,045 shares of common stock resulting in the immediate amortization of the remaining debt discount of $42,959, a $203,588 loss on the change in fair value of the derivative and a $396,470 credit to additional paid in capital.

8

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 $46,000 (forty-six thousand dollars) with an original issue discount of $4,500 (four thousand five hundred dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on April 19,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 average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days.


On May 9, 2016, the Company issued a Convertible Redeemable Note in favor of Adar Bays, LLC. The principle amount of the loan is $30,000 (forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017.Eagle Equities LLC. Has the option to convert the Note plus accrued interest into common shares of the Company, at anytime. The conversion rate will be at a discount of 52% of the lowest averagetrading 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.

On May 9, 2016, the Company issued a Convertible Redeemable Note in favor180. As of Eagle Equities, LLC. The principle amountFebruary 28, 2017, $752 of the loandebt discount has been amortized to interest expense.

A summary of outstanding convertible notes as of February 28, 2017, is $30,000 (forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017.Eagle Equities LLC. has the optionas follows:

Note Holder Issue Date Maturity Date Stated Interest Rate  Amount of Note  Repayments / Conversions  Principal Balance 2/28/2017 
Crown Bridge Partners, LLC (1) 2/16/2016 2/16/2017  8% $40,000  $(40,000) $- 
Crown Bridge Partners, LLC 4/19/2016 4/19/2017  8%  30,000   (30,000)  - 
Adar Bays, LLC 5/9/2016 5/9/2017  8%  30,000   (30,000)  - 
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)  - 
Crown Bridge Partners, LLC 12/28/2016 12/28/2017  8%  46,000   -   46,000 
Total         $388,750  $(342,750) $46,000 

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

All other reductions were conversions to convert the Note plus accrued interest into common shares

A summary of the Company, at anytime. The conversion rate will be at a discount of 52%activity of the lowest average pricederivative liability for fifteen days priorthe notes above is as follows:

Balance at May 31, 2015$-
Increase to derivative due to new issuances479,374
Derivative (gain) due to mark to market adjustment(128,333)
Balance at May 31, 2016351,041
Increase to derivative due to new issuances434,591
Decrease due to debt settlement(1,117,070)
Derivative loss due to mark to market adjustment331,438
Balance at February 28, 2017$-

A 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 fair value hierarchy for the nine months ended February 28, 2017 is as follows:

InputsFebruary 28, 2017Initial Valuation
Stock price$.0047 - .0325$.52 – .74
Conversion price$.002$.14 – .27
Volatility (annual)249% - 395%324% - 335%
Risk-free rate.51% - .90%.51% - .52%
Years to maturity.08 - 1.76 - 1

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management

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 actual date of conversion. The Company has the right to prepay any partMay 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 loan plus accrued interest uperrors related to 90 days frominventory and recording prior sales and cost of goods sold, the issue date, subjectfinancial statements for the nine months ended February 29, 2016 were restated to areflect these changes.

The statement of operations and cash payment offlows for the principal plus 130% interest and 91 days through 180 for a cash payment ofnine months ended February 28, 2017 were restated to correct errors made when preparing the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days.

12

On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. 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 LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at anytime. The conversion rate will be at a discount of 52% of the lowest average price for ten days priorfinancial statement. There were no changes to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. From 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%.The Company cannot prepay any amount outstanding after 180 days.

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, 2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company, at anytime. The conversion rate will be at a discount of 52% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 120 for a cash payment of the principal plus 140% interest. From 121 through 150 days, prepaying the principle plus accrued interest plus 145% interest and day 151 through 180 days plus interest of 150%.The Company cannot prepay any amount outstanding after 180 days.


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


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

 As of August 31, 2016, the outstanding balance of Convertible Loans is $302,750.

8.28, 2017.

NOTE 8 - SUBSEQUENT EVENTS


The Company has evaluated all events and transactions that occurred after August 31, 2016February 28, 2017 up through the date these financial statements were available for issuance. It has been determined that there is nothing furtherthe following events need to report.be reported.

On March 20, 2017, the Company authorized and issued a Convertible Promissory Note in favor of Crown Bridge Partners for $114,000.

On March 27, 2017, the Company authorized and issued a Convertible Promissory Note in favor of JSJ Investments, Inc. for $125,000.

On April 4, 2017, the Company authorized and issued a Convertible Promissory Note in favor of Auctus Fund, LLC for $145,000.

Refer to the filing for the year ended May 31, 2017 for additional subsequent activity.

10

13

ITEM 2. MANAGEMENT'SMANAGEMENT’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"“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 newa 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

Cash Flows

   Three Months    Three Months  
   Ended    Ended  
   August 31, 2016    August 31, 2015  
   $    $  
Net Cash Provided By (Used In) Operating Activities  (8.00)  93,476 
Net Cash Used by Investing Activities  -   (500)
Net Cash Provided By (Used In) Financing Activities  (8.00)  58,750 
CASH AT BEGINNING OF PERIOD  58,137   4,000 
CASH AT END OF PERIOD  115,730   155,726 
Through May 31, 2016, the Company's operations has increased compared to same period of last year with $92,122 in revenues.

  Nine Months Ended February 28, 2017  Nine Months Ended February 29, 2016 
Net Cash Used in Operating Activities $(269,632) $(29,221)
Net Cash Used by Investing Activities $-  $- 
Net Cash Provided by Financing Activities $154,500  $56,400 

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 convertible note of $302,750.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 accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit of $97,647$1,427,971 since inception (November 28, 2012) to the period ended August 31, 2016February 28, 2017 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.

14
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Our management

Results of Operations

Revenue

The Company had $24,960 in sales for the three months ended February 28, 2017 compared to $246,119 for period ended February 29, 2016. This reduction is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.


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

11

Results of Operations

Sales for the Period Ended August 31, 2016


Revenue

Revenuenine months ended February 28, 2017 is $140,113 compared to $346,338 for the periodnine months ended August 31,February 29, 2016. The reduction is due to less purchase order received from the Company’s distributors during this period.

Operating Expense

The total operating expense for the three months ended February 28, 2017 is $79,558 compared to $13,859 for the three months ended February 29, 2016 and August 31, 2015 were $92,122 and $0 respectively.


Accounts Receivable$102,542 for the periodnine months ended August 31, 2016 is $372,622February 28, 2017 compared to $407,722 for same period ended August 31, 2015.

Deferred Revenue

Deferred revenue$26,982 for the periodnine months ended August 31, 2016 and August 31, 2015 remain unchanged at $507,722. Management anticipate deferred revenue will be recognized within the next six months.

Net Income (Loss)

For the period ended August 31, 2016, the Company generate net income loss of $97,647 and incurred net losses of $10,113 for same period ended August 31, 2015.


15

Expenses
Our total expenses for the period ended August 31, 2016 were $51,214 which consisted ofFebruary 29, 2016. The increase is due to increase in general and administrative expenses.

Inflation
expenses relating to product bagging, packaging and consulting.

The amounts presented in the financial statements do not providetotal costs of goods for the effectnine-month period ended February 28, 2017 is $279,197 compared to $266,864 for the same nine-month period ending February 29, 2016. The reason for the decrease is due to reduction in sales and write done of inflationinventory.

Interest Expenses

Total interest expense and loan fees for the nine months ended February 28, 2017 is $53,001 compared to $1,714 interest on our operations or financial position. The net operating losses shown would be greater than reported ifloan during the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.


nine-month period ended February 29, 2016.

Off-Balance Sheet Arrangements

As of August 31, 2016,February 28, 2017, we had no off balanceoff-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


The Company is working toward the introduction of new products including Diapers with wet indicators, wipes and newer version of pull –ups. The company will introduce better pricing including reduced shipping cost to accommodate larger segment of online customers.

The Company continue working on several business development projects to increase sales and generate revenues, including introducing the Company’s private label brands to other broad online market platforms such as Shopify and Amazon prime. The Company will continue to expand both manufacturing and distribution network with quality manufacturers and established 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(as defined in RuleRules 13a-15(e) promulgated underand 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), that are designed to ensurebe effective in providing reasonable assurance that information required to be disclosed by us in theour reports that we file or submit 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's rules and formsCommission (the “SEC”), and that such information is accumulated and communicated to our sole officer, as appropriatemanagement to allow timely decisions regarding required disclosure. We carried out an evaluation, underOur Chief Executive Officer and Chief Financial Officer evaluated 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 February 29, 2016.

the end of the period covered by this report. Based on thethat evaluation, of thesethey concluded that our disclosure controls and procedures were not effective for the quarterly period ended February 28, 2017. 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 as ofno change occurred in the end of the periods covered by this report, we have identified the following material weakness of ourCompany’s 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 factorscontrols over financial reporting during the last fiscal quarter covered by this reportended February 28, 2017 that havehas materially affected, or areis reasonably likely to materially affect, the Company'sCompany’s internal controlcontrols over financial reporting.

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PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

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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.

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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: September 30, 2016                    By: /s/ Taiwo Aimasiko
                                                               ________________________________
                                                               Taiwo Aimasiko, President and
                                                               Chief Executive Officer


Dated: September 30, 2016                    By: /s/ Taiwo Aimasiko
                                                             _________________________________
                                                             Taiwo Aimasiko, Chief Financial Office


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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

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