Bemax, Inc. - Quarter Report: 2016 February (Form 10-Q)

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 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 Number 333-197756

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________________________________

625 Silver Oak Driv

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 [  ] 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 February 29, 2016

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
Item 2. Management's Discussion and Analysis of Financial condition and Resultos of Operations
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Item 4. Controls and Procedures
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings:	11
Item 2.	Unregistered Sales Of Equity Securities	11
Item 3.	Default Upon Senior Securities	11
Item 4.	Mining Safety Procedures	11
Item 5.	Other Information:	11
Item 6.	Signature	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 financial statements and notes thereto included in our financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on 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)

 

BEMAX INC.

(A Development Stage Company)

Balance Sheets (Stated in U.S. Dollars)

February 29, 2016 and May 31, 2015

BEMAX INC.
Balance Sheets
(Stated in U.S.Dollars)
(Unaudited)
		Nine Months Ended				Year Ended
		February 29, 2016				May 31, 2015
ASSETS
Current Assets
Cash and cash equivalents		$	85,316			$	58,137
Accounts receivable			372,622				407,722
Total current assets			457,938				465,859
Fixed Assets
Furniture and Equipment			500				500
Total fixed assets			500				500
TOTAL ASSETS		$	458,438			$	466,360
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Deferred revenue			507,722				507,722
Loan from Crown Bridge Partners			40,000				-
Accrued interest Crown Bridge Loan			114				-
Loan from shareholder and related party			33,736				17,336
Accounts payable			325,395				364,622
Total current liabilities			906,967				889,680
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			25,875				518
Additional paid-in capital			36,876				62,232
Deficit accumulated during development stage			(511,279	)			(486,070	)
TOTAL STOCKHOLDERS' EQUITY			(458,438	)			(423,320	)
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY		$	458,552				466,360

BEMAX INC.

Statement of Operations

 (Stated in U.S. Dollars)

         (Unaudited)

 

BEMAX INC.

Statement of Cash Flows

 (Stated in U.S. Dollars)

For the Three Months Ended November 30, 2015 and November 30, 2014

 (Unaudited)

		Nine Months Ended				Nine Months Ended
		February 29, 2016				February 28, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		$	(25,208	)		$	(477,081	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Loan from shareholder and related party			16,400				10,334
Accounts payable			(39,228	)			460,222
Accounts receivable			35,100				(407,722	)
Accrued interest Crown Bridge Loan			114				-
Deferred revenue			-				507,722
Changes in operating assets and liabilities:			(12,822	)			93,476
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(12,822	)			93,476
INVESTING ACTIVITIES
Furniture and equipment			-				(500	)
Net cash provided by investing activities			-				(500	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock			-				58,750
Loan from Crown Bridge Partners			40,000				-
NET CASH PROVIDED BY FINANCING ACTIVITIES			40,000				58,750
NET INCREASE  IN CASH			27,179				151,726
CASH AT BEGINNING OF PERIOD			58,137				4,000
CASH AT END OF PERIOD		$	85,316			$	155,726
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Interest		$	-			$	-
Income Taxes		$	-			$	-

 

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			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
Common stock issued for cash between
between October 14 and 24, 2014 at
$0.05 per share			1,175,000				118				58,632								58,750
Net loss May 31, 2015															(483,568	)			(483,568	)
Balance May 31, 2015			5,175,000			$	518			$	62,232			$	(486,070	)		$	(423,320	)

 

 

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 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 has incurred a loss since inception resulting in an accumulated deficit of $(511,279) as of February 29, 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 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.

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.

As of 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.

BEMAX INC.

Notes to the Financial 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 $13,500 for donated management fees were charged to "Loan from Shareholder" for the period June 1, 2015 through February 29, 2016

As of February 29, 2016, there are loans from the majority shareholder and related party totalling $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.

NOTE 5 CONVERTIBLE LOANS

On February 16, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principle amount of the loan is $40,000 (forty thousand dollars) and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on February 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.

NOTE 6 SUBSEQUENT EVENTS

In Accordance with SFAS 165 (ASC 855-10) management has reviewed events through April 14, 2016, the date these financials were available to be issued and it was determined that there are 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.

 

 

Business Overview

Bemax Inc. is new 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
			February 29, 2016				February 28, 2015
			$				$
Net Cash Provided By (Used In) Operating Activities			(12,822	)			93,476
Net Cash Used by Investing Activities			-				(500	)
Net Cash Provided By (Used In) Financing Activities			40,000				58,750
CASH AT BEGINNING OF PERIOD			58,137				4,000
CASH AT END OF PERIOD			85,316				155,726

 

                                                                                                                    
Through February 29, 2016, the Company's operations has increased compared to same period of last year with $206,100 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 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 $511,279 since inception (November 28, 2012) to the period ended 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 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.

Results of Operations for the Period Ended February 29, 2016

Revenue

Revenue for the period ended February 29, 2016, and February 28, 2015 were $206,100 and $0 respectively.

Deferred Revenue

Deferred revenue for the period ended February 29, 2016 and February 28, 2015 were $507,722 and $0 respectively. Management anticipate deferred revenue will be recognized within the next six months.

Net Income (Loss)

For the period ended February 29, 2016, the Company generate net income of $31,907 and incurred net losses of $471,222 for same period ended February 28, 2015.

Expenses

Our total expenses for the period ended February 29, 2016 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.

Off-Balance Sheet Arrangements

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

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 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.

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 12, 2016                    By: /s/ Taiwo Aimasiko

                                                               ________________________________

                                                               Taiwo Aimasiko, President and

                                                               Chief Executive Officer

Dated: April 12, 2016                   By: /s/ Taiwo Aimasiko

                                                             _________________________________

                                                             Taiwo Aimasiko, Chief Financial Office