Bemax, Inc. - Quarter Report: 2015 February (Form 10-Q)

bemax10q022815.htm

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 February 28, 2015

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

For the transition period from to

Commission File Number 333-197756

BEMAX INC.

(Exact name of registrant as specified in its charter)

Nevada	46-554081
(State or other jurisdiction of Organization)	(IRS Employer Identification Number)

___________________________________________________________________________________________________________

26 Wellsley Lane

Dallas, GA 30132

Tel: (770) 401-1809

(Address and telephone number of principal executive office)

N/A

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

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

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

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

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

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:

5,175,000 common shares issued and outstanding as of February 28, 2015

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		4
Item 1.	Financial Statements
	Balance Sheets (audited)	5
	Statements of Operations (unaudited)	6
	Statements of Cash Flows (unaudited)	7
	Statements of Stockholder’s Equity	8
	Notes to the Financial Statements	9
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings:	12
Item 2.	Unregistered Sales Of Equity Securities	12
Item 3.	Default Upon Senior Securities	12
Item 4.	Mining Safety Procedures	12
Item 5.	Other Information:	12
Item 6.	Signature	13
Item 7.	Exhibits	14

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our audited financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on September 25, 2014 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 28, 2015 and February 28, 2014

(Unaudited)

BEMAX INC.

(A Development Stage Company)

Balance Sheets (Stated in U.S. Dollars)

February 28, 2015 and May 31, 2014

	(Audited)
	Year Ended			Year Ended
	February 28, 2015			May 31, 2014

Current Assets
Cash and cash equivalents	$	155,726		$	4,000
Account receivable		407,722
Total current assets		563,448			4,000
Fixed assets
Furniture and Equipment		500			-
Total fixed assets		500			-
TOTAL ASSETS	$	563,948		$	4,000

CURRENT LIABILITIES
Deferred revenue	$	507,722
Loan from shareholder and related party		12,836			2,502
Accounts payable		459,150
Total current liabilities		979,708			2,502

STOCKHOLDERS' EQUITY

Common stock, ($0.0001 par value, 70,000,000 shares
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,175,000 shares issued and outstanding at
November 30, 2014 and 4,000,000 at May 31, 2014 respectively		518			400
Additional paid-in capital		62,233			3,600
Deficit accumulated during exploration stage		(478,511	)		(2,502	)
TOTAL STOCKHOLDERS' EQUITY		(415,760	)		1,498


TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY	$	563,948			4,000

See Notes to Financial Statements

BEMAX INC.

(A Development Stage Company)

Statement of Operations (Stated in U.S. Dollars)

(Unaudited)

	(Unaudited)						(Unaudited)
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	February 28, 2015			February 28, 2014			February 28, 2015			February 28, 2014

REVENUES
Revenues		-			-			-			-

TOTAL REVENUES	$	-			-			-			-

Cost of goods sold Purchases-resale items		456,950						456,950
TOTAL COGS	$	(456,950	)					(456,950	)
OPERATING COSTS General and administrative expenses		13,200						19,058
TOTAL OPERATING COSTS	$	13,200						19,058


NET ORDINARY INCOME (LOSS)	$	(470,150	)					(476,008	)

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.00	)		(0.00	)		(0.00	)		(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		5,175,000						5,175,000

See Notes to Financial Statements

BEMAX INC.

(A Development Stage Company)

Statement of Cash Flows (Stated in U.S. Dollars)

For the Three Months Ended February 28, 2015 and February 28, 2014

	(Unaudited)
	Nine Months Ended			Nine Months Ended
	February 28, 2015			February 28, 2014

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(476,008	)	$	-
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:		-
Loan from shareholder and related party:		10,334			-
Accounts payable		459,150
Accounts receivable		407,722
Changes in operating assets and liabilities:		-			-

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		569,484
INVESTING ACTIVITIES Furniture and equipment		(500	)
Net cash provided by investing activities		(500	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock		58,750			-

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		58,750			-


NET INCREASE (DECREASE) IN CASH		151,726
CASH AT BEGINNING OF PERIOD		4,000			-


CASH AT END OF PERIOD	$	155,726		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for :
Interest	$	-		$	-

Income Taxes	$	-		$	-

See Notes to Financial Statements

BEMAX INC.

(A Development Stage Company)

Statement of Stockholder’s Equity

(Stated in U.S. Dollars)

							Deficit
			Common				Accumulated
	Common		Stock		Additional		During
	Stock		Amount		Paid-in Capital		Exploration Stage			Total

Stock issued for cash at May 31, 2013		-	$	-	$	-	$	-		$	-
Net loss May 31, 2013								(502	)		(502	)
Balance May 31, 2013		-		-		-		(502	)		(502	)
Common stock issued for cash on May
16, 2014.4,000,000 shares at a par
value of $0.0001 per share		4,000,000		400		3,600					4,000
Net loss May 31, 2014								(2,000	)		(2,000	)
Balance May 31, 2014		4,000,000	$	400	$	3,600	$	(2,502	)	$	1,498

See Notes to Financial Statements

BEMAX INC.

Notes to the Financial Statements

February 28, 2015

(Unaudited)

1. NATURE OF OPERATIONS

BEMAX INC. (“The Company”) was incorporated in the State of Nevada on November 28, 2012 to engage in the business of exporting 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 no revenues and very limited operating history.

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange commission (“SEC”) and should be read in connection with the audited financial statements and notes thereto contained in the Company’s S-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 2014, as reported, have been omitted.

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

NOTE 2 GOING CONCERN

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $(476,008) as of February 28, 2015 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or private placement of common stock.

There is no guarantee that the Company will be able to raise any capital through any type of offering.

NOTE 3 STOCKHOLDERS’ EQUITY

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

At February 28, 2015, there are a total of 70,000,000 shares of common stock at a par value of $0.0001 authorized and 5,175,000 issued and outstanding.

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 for donated management fees was charged to operating and general expenses and recorded as donated capital (Additional Paid-In Capital) for the period December 1, 2014 through February 28, 2015.

As of February 28, 2015, there are loans from the majority shareholder and related party totaling $12,836. They were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral.

NOTE 5 CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.

NOTE 6 REVENUE RECOGNITION

The company revenue recognition policy is on sales-basis method. The company recognizes and records revenue at the time of sale once payment has been received and disposable baby diapers are delivered to the buyer.

Pre-payment Policy: All sales to our customers will be solely on 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. This process expected to take three weeks to complete. The pre-payment is recorded as deferred revenue until the delivery is executed.

NOTE 7 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. The Company does not plan to early adopt FASB ASU No. 2014-10.

NOTE 8 SUBSEQUENT EVENTS

In Accordance with SFAS 165 (ASC 855-10) management has reviewed events through April 10, 2015, the date these financials were available to be issued and it was determined that there are none to report

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

31.1 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: April 13, 2015 By: /s/ Taiwo Aimasiko

________________________________

Taiwo Aimasiko, President and

Chief Executive Officer

Dated: April 13, 2015 By: /s/ Taiwo Aimasiko

_________________________________

Taiwo Aimasiko, Chief Financial Officer