UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


Form 10-Q


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


For the quarterly period ended November 30,February 29, 2016


or


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


For the transition period from to


Commission File Number333-197756



BEMAX INC.

(Exact name of registrant as specified in its charter)

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

Nevada 46-554081

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

625 Silver Oak Drive

Dallas, GA 30132

Tel: (770) 401-1809

(Address and telephone number of principal executive office)


N/A

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

1



1

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) /of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]


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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]


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


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


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


APPLICABLE ONLY TO CORPORATE ISSUERS:



451,640,836

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




2


TABLE OF CONTENTS


November 30, 2015

2

PART I – FINANCIAL INFORMATION4
Item 1.Financial Statements
Balance Sheets (audited)5
Statements of Operations (unaudited)6
Statements of Cash Flows (unaudited)7
Notes to the Financial Statements8
Item 2. Management's Discussion and Analysis of Financial condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure about Market Risk 12
Item 4. Controls and Procedures 12
PART II – OTHER INFORMATION
Item 1.Legal Proceedings:1612
Item 2.
Unregistered Sales Of Equity Securities1712
Item 3.Default Upon Senior Securities1712
Item 4.Mining Safety Procedures1712
Item 5.Other Information:1713
Item 6.Signature18
Item 7.Exhibits1913

3






3

PART I – FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the annual financial statements and notes thereto included in our annual Report on Form 10-Kfinancial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on July 6, 2016 and amended on July 14, 2016,August 10, 2015 and can be found on the SEC website at www.sec.gov




BEMAX INC.

(A Development Stage Company)

Financial Statements

(Expressed in US dollars)

February 29, 2016 and February 28, 2015

(Unaudited)

4

 (Unaudited)





4

BEMAX INC.

(A Development Stage Company)

Balance Sheets (Stated in U.S. Dollars)

November 30,

February 29, 2016 and May 31, 20162015 

     
  February 29, 2016 

May 31,

2015

     
     
ASSETS
     
 Current Assets        
 Cash and cash equivalents $85,316  $58,137 
 Inventory  41,575   —   
 Total current assets  126,891   58,137 
         
 Other assets        
 Equipment  500   500 
 Total other assets  500   500 
         
         
 TOTAL ASSETS $127,391  $58,637 
         
         
 LIABILITIES & STOCKHOLDERS' EQUITY        
         
 CURRENT LIABILITIES        
     Accounts payable $1,700  $2,672 
    Derivative liability  —     —   
   Convertible loans  40,000   —   
   Debt discount  (3,858)  —   
 Accrued interest on convertible loans  114   —   
 Loan from shareholder and related party  33,736   17,336 
  Total current liabilities  71,692   20,008 
                                                                  COMMITMENTS AND CONTINGICIES        
         
 STOCKHOLDERS' EQUITY        
 Common stock, ($0.0001 par value, 500,000,000 shares        
  authorized; 258,750,000 shares issued and outstanding at        
 February 29, 2016 and  5,175,000 at May 31, 2015, respectively  25,879   518 
 Additional paid-in capital  36,876   62,233 
 Accumulated deficit  (7,056)  (24,122)
TOTAL STOCKHOLDERS' EQUITY $55,699  $38,629 
         
         
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $127,391  $58,637 

See Notes to the Financials 

5

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


5


BEMAX INC.
Statements

Statement of Operations

 (Stated

(Stated in U.S. Dollars)

(Unaudited)

  Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended
  February 29, 2016 February 28, 2015 February 29, 2016 February 28, 2015
         
         
REVENUES                
       Sales  206,100   100,000   306,419   100,000 
       —         —   
TOTAL REVENUES $206,100  $100,000  $306,419  $100,000 
                 
Cost of goods sold           ��    
       Purchases-resale items  169,002   —     257,515   —   
                 
TOTAL COGS $169,002  $—    $257,515  $—   
                 
Gross profit  37,098   100,000   48,904   100,000 
                 
Operating costs                
General and administrative expenses  8,655   6,788   17,078   8,971 
Professional fees  3,704   5,984   8,404   9,659 
Management fees  1,500   1,500   4,500   1,500 
Total operating costs  13,859   14,272   29,982   20,130 
                 
Non-operating Income(loss)                
Interest expense and loan fees  (1,714)  —     (1,714)  0 
Interest expense discount  (142)  —     (142)  —   
TOTAL NON-OPERATING INCOME(LOSS) $(1,856) $—    $(1,856) $—   
                 
                 
NET ORDINARY INCOME (LOSS) $21,383  $85,728  $17,066  $79,870 
                 
                 
BASIC AND DILUTED EARNINGS (LOSS) $(0.00) $(0.00) $(0.00) $(0.00)
PER SHARE                
                 
                 
WEIGHTED AVERAGE NUMBER OF  258,792,500   5,175,000   258,792,000   5,175,000 
COMMON SHARES OUTSTANDING                

See Notes to the Financials

6

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


6

BEMAX INC.
Statements

Statement of Cash Flows

 (Stated

(Stated in U.S. Dollars)

For the SixThree Months Ended November 30, 20162015 and November 30, 2015

2014

(Unaudited)



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



  Nine Months Ended Nine Months Ended
  February 29, 2016 February 28, 2015
     
     
CASH FLOWS FROM OPERATING ACTIVITIES        
    Net income (loss) $17,066  $79,870 
Changes in operating assets and liabilities:        
 Adjustments to reconcile net income (loss) to net cash        
 provided by (used in) operating activities:        
Inventory  (41,576)  —   
Derivative liability  —     —   
Debt discount  (3,858)  —   
 Loan from shareholder and related party  16,400   10,334 
 Accounts payable  (972)  3,272 
Accrued interest on convertible loans  114   —   
Convertible loan  40,000   —   
         
Changes in operating assets and liabilities  27,174   93,476 
NET CASH PROVIDED BY OPERATING ACTIVITIES  27,174   93,476 
         
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Furniture and Equipment      (500)
Net cash provided by investment activities  —     (550)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
 Common stock  25,361   118 
Additional paid in capital  (25,357)  58,632 
NET CASH PROVIDED BY FINANCING ACTIVITIES  4   58,750 
         
         
NET INCREASE (DECREASE) IN CASH  27,179   151,726 
CASH AT BEGINNING OF PERIOD  58,137   4,000 
   85,316     
         
CASH AT END OF PERIOD $85,316  $155,726 
   85,316     
         
         
         
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION        
         
Cash paid during year for :        
     Interest $—    $—   
         
     Income Taxes $—    $—   

7

BEMAX INC.
See Notes to the Financial StatementsFinancials 

7
November 30, 2016

BEMAX INC.

Notes to the Financial Statements

February 29, 2016

(Unaudited)

(Unaudited)




1. NATURE OF OPERATIONS

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

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

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

NOTE 2 GOING CONCERN

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates futurehas incurred a loss since inception resulting in an accumulated deficit of $(7,056) as of February 29, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company'sCompany’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtainobtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares.


2.  GOING CONCERN


These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business one year from May 31, 2016. The Company has incurred a loss since inception resulting in an accumulated deficit of $411,373 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.


3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The financial statements of

NOTE 3 STOCKHOLDERS’ EQUITY

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

On June 5, 2015, the Company decided to increase the authorized amount of common shares that can be issued from 70,000,000 to 500,000,000 with generally accepted accounting principles in the United Statessame par value of America (GAAP) and are presented in US dollars. The Company's Year End is May 31.

Cash and Cash Equivalents
$0.0001 per share. The Company considers all highly liquid investments with original maturityalso declared a Fifty (50) to One (1) forward stock split effective immediately.

As of three months or less to be cash equivalents.February 29, 2016, there are 500,000,000 common shares at a par value of $0.0001 per share authorized and 258,750,000 issued and outstanding.

8
Use of Estimates and Assumptions

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

8


BEMAX INC.

Notes to the financialFinancial Statements


November 30,

February 29, 2016

(Unaudited)

Fair Value of Financial Instruments
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.
Income Taxes
The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  At November 30, 2016, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Basic and Diluted Net (Loss) per Share
The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The Company has losses for the six months ended November 30, 2016; therefore basic EPS equals diluted EPS.

Recent Accounting Pronouncements

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

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

4.

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$13,500 for donated management fees waswere charged to Shareholder Loan“Loan from Shareholder” for the six months ended November 30, 2016.


period June 1, 2015 through February 29, 2016

As of November 30,February 29, 2016, there are loans from the majority shareholder and related party totalling $47,236.These loans$33,736. They were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral.


5. STOCKHOLDER'S EQUITY

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

9


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


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

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

At November 30, 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.

The 50-1 stock split has been shown retroactively.


6. REVENUE RECOGNITION

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

Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed.
7.  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 16,22, 2017. Crown Bridge Partners LLC. has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days. This Note has been paid.



On April 19,The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $134,892 based on the Black Scholes Merton pricing model and a corresponding debt discount of $40,000 to be amortized utilizing the interest method of accretion over the term of the note. As of February 29, 2016, the Company issuedfair valued the derivative at $101,839 resulting in a Convertible Promissory Notegain on the change in favorthe fair value of Crown Bridge Partners, LLC. The principal amount$33,053. In addition, $1,424 of the loan is $30,000 (thirty thousand dollars)debt discount has been amortized to interest expense.

NOTE 6 SUBSEQUENT EVENTS

In Accordance 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 onSFAS 165 (ASC 855-10) management has reviewed events through 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 will be at a discount of 48% of the lowest average price for ten days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the principal plus 150% interest. The Company cannot prepay any amount outstanding after 180 days.


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 anytime. The conversion rate will be at a discount of 52% of the lowest average price for fifteen days prior to the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date, subject to a cash
10

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


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

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

On May 10, 2016, the Company issued a Convertible Promissory Note in favor of Auctus Fund, LLC. 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, 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 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 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 Companydate these financials were available to be issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan is $80,000 (eighty thousand dollars) with an original issue discount of $8,000 (eight thousand dollars) a payment of $2,000 (two thousand dollars)for the Note itself and it carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at 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 principal plus interest and fees to Crown Bridge Partners for the loan to the Company of February 16, 2016. Including the principal, the Company paid a total of $62,271.23.
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BEMAX INC.
Notes to the Financial Statements
November 30, 2016
(Unaudited)

On November 1, 2016, Crown Bridge Partners, LLC. converted $4,004 of the principal loan 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, Auctus Fund, LLC. converted $3,265.50 of the accrued unpaid interest into 250,000 shares of common stock at $0.01305 per share. The balance of the loan at November 30, 2016 is $77,750 and accrued interest is $77.34.

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

8. CORRECTION OF AN ERROR

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

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

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


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none to report

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


Forward Looking Statements

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

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Business Overview

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




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Liquidity and Capital Resources

Cash Flows

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

    Three Months    Three Months 
    Ended    Ended 
    February 29, 2016    February 28, 2015 
    $   $  
         
Net Cash Provided By (Used In) Operating Activities  27,174  93,476 
Net Cash Used by Investing Activities  -   (500)
Net Cash Provided By (Used In) Financing Activities  4   58,750 
CASH AT BEGINNING OF PERIOD  58,137   4,000 
CASH AT END OF PERIOD  85,316   155,726 

Through November 30,February 29, 2016, the Company's operations has increasedCompany’s revenue is 206,100 compared to $100,000 of same period of last year with $115,153 in revenues.

ended February 28, 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.note of $40,000. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the development, marketing and commercialization of our products and services. However, as a result of its lack of operating success, the Company may not be able to raise additional funding to cover operating deficits.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit of $411,373$511,279 since inception (November 28, 2012) to the period ended November 30,February 29, 2016 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. However, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


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


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

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over financial reporting includes those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. Management has determined that internal control are not effective.

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


Results of Operations


For for the three monthsPeriod Ended February 29, 2016

Revenue

Revenue for the period ended November 30,February 29, 2016, ("2016") as compared to the three months ended November 30,and February 28, 2015 ("2015"):


Revenue

were $206,100 and $100,000 respectively.

Operating Expense

The Company had $23,031 in revenuetotal operating expense for the three months ended November 30,February 29, 2016 is $13,859 compared to $65,219$20,130 for periodthe three months ended November 30,February 28, 2015. This reductionThe decrease is due to inability to secure viablereduction in administrative expenses

Total Non-Operating Income (Loss)

For the period ended February 29, 2016, the Company generated net income loss of $1,856 and less dilutive financing to finance purchase orders.

Revenueincurred net losses of $0 for the six monthssame period ended November 30, 2016 is $115,153 compared to $65,219 for the six months ended November 30,February 28, 2015. The increase is due to increase purchase orders.

Costs of Goods Sold

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

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

Interest Expenses

Total interest expense and loan fees on loan.

Expenses

Our total expenses for the six monthsperiod ended November 30,February 29, 2016 is $60,290 due to financing obtained during the period. No notes payable occurred during the six months ended November 30, 2015.



were $18,379 which consisted of general and administrative expenses

Inflation

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

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Off-Balance Sheet Arrangements


As of November 30,February 29, 2016, we had no off-balanceoff balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


Not applicable.


ITEM 4. CONTROLS AND PROCEDURES


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

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


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


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



PART II – OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

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


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

None.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4. MINE SAFETY DISCLOSURES

N/A.

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N/A.


ITEM 5. OTHER INFORMATION

None.


ITEM 6. EXHIBITS



Exhibits:


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

or 15d-14(a).


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

or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18

U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.



SIGNATURES


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

BEMAX INC.
Dated: July 27, 2017By: /s/ Taiwo Aimasiko
________________________________
Taiwo Aimasiko, President and
Chief Executive Officer
Dated: July 27, 2017By: /s/ Taiwo Aimasiko
_________________________________
Taiwo Aimasiko, Chief Financial Office

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                                                                 BEMAX INC.

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


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


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