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)
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)
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Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) /of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated“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:
258,750,000 common shares issued and outstanding as of January 11, 2017.
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PART I – FINANCIAL INFORMATION | 4 | |
Item 1. | Financial Statements | |
Balance Sheets (audited) | 5 | |
Statements of Operations (unaudited) | 6 | |
Statements of Cash Flows (unaudited) | 7 | |
Notes to the Financial Statements | 8 | |
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: | |
Item 2. | Unregistered Sales Of Equity Securities | |
Item 3. | Default Upon Senior Securities | |
Item 4. | Mining Safety Procedures | |
Item 5. | Other Information: | |
Item 6. | Signature | |
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the 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)
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BEMAX INC.
(A Development Stage Company)
Balance Sheets (Stated in U.S. Dollars)
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
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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
Statement of Operations
(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
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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
Statement of Cash Flows
(Stated in U.S. Dollars)
For the SixThree Months Ended November 30, 20162015 and November 30, 2015
(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
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BEMAX INC. Notes to the Financial Statements February 29, 2016 (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.
There is no guarantee that the Company will be able to raise any capital through any type of offering.
NOTE 3 STOCKHOLDERS’ EQUITY
Between October 14 and 24, 2014, the Company 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.
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.
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8
Notes to the financialFinancial Statements
February 29, 2016
(Unaudited)
NOTE 4 RELATED PARTY TRANSACTIONS
The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A total of $9,000$13,500 for donated management fees waswere charged to Shareholder Loan“Loan from Shareholder” for the six months ended November 30, 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.
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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.
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.
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 | ) |
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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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.
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
10 |
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.
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
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"):
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.
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.
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.
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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
N/A.
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ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibits:
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)
or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a)
or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.
BEMAX INC. | |
Dated: July 27, 2017 | By: /s/ Taiwo Aimasiko |
________________________________ | |
Taiwo Aimasiko, President and | |
Chief Executive Officer | |
Dated: July 27, 2017 | By: /s/ Taiwo Aimasiko |
_________________________________ | |
Taiwo Aimasiko, Chief Financial Office |
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