Bemax: Applicable Only To Issuers Involved In Bankruptcy Proceedings During The Preceding Five Years

The following excerpt is from the company's SEC filing.

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 November 30, 2015

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Balance Sheets (audited)

Statements of Operations (unaudited)

Statements of Cash Flows (unaudited)

Notes to the Financial Statements

Item 2. Management's Discussion and Analysis of Financial condition and Results of Operations 

Item 3. Quantitative and Qualitative Disclosure about Market Risk 

Item 4. Controls and Procedures 

PART II – OTHER INFORMATION

Legal Proceedings:

Item 2.

Unregistered Sales Of Equity Securities

Default Upon Senior Securities

Mining Safety Procedures

Item 5.

Other Information:

Item 6.

Signature

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)

(Expressed in US dollars)

February 29, 2016 and February 28, 2015

(Unaudited)

BEMAX INC.

Balance Sheets (Stated in U.S. Dollars)

February 29, 2016 and May 31, 2015 

ASSETS

 Current Assets

 Cash and cash equivalents

85,316

58,137

 Inventory

41,575

 Total current assets

126,891

 Other assets

 Equipment

 Total other assets

 TOTAL ASSETS

127,391

58,637

 LIABILITIES & STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

     Accounts payable

    Derivative liability

   Convertible loans

40,000

   Debt discount

(3,858

 Accrued interest on convertible loans

 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

 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

See Notes to the Financials 

Statement of Operations

Three Months Ended

Nine Months Ended

REVENUES

       Sales

206,100

100,000

306,419

TOTAL REVENUES

Cost of goods sold

       Purchases-resale items

169,002

257,515

TOTAL COGS

Gross profit

37,098

48,904

Operating costs

General and administrative expenses

17,078

Professional fees

Management fees

Total operating costs

13,859

14,272

29,982

20,130

Non-operating Income(loss)

Interest expense and loan fees

(1,714

Interest expense discount

TOTAL NON-OPERATING INCOME(LOSS)

(1,856

NET ORDINARY INCOME (LOSS)

21,383

85,728

17,066

79,870

BASIC AND DILUTED EARNINGS (LOSS)

PER SHARE

WEIGHTED AVERAGE NUMBER OF

258,792,500

258,792,000

COMMON SHARES OUTSTANDING

Statement of Cash Flows

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

(Unaudited) 

CASH FLOWS FROM OPERATING ACTIVITIES

    Net income (loss)

Changes in operating assets and liabilities:

 Adjustments to reconcile net income (loss) to net cash

 provided by (used in) operating activities:

(41,576

16,400

10,334

Changes in operating assets and liabilities

27,174

93,476

NET CASH PROVIDED BY OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Furniture and Equipment

Net cash provided by investment activities

CASH FLOWS FROM FINANCING ACTIVITIES

25,361

Additional paid in capital

(25,357

58,632

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE (DECREASE) IN CASH

27,179

151,726

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

155,726

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for :

     Interest

     Income Taxes

BEMAX INC.

Notes to the Financial Statements

February 29, 2016

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 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 $(7,056) 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

___________________________________________________________________________________

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 principal 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 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. 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 fair valued the derivative at $101,839 resulting in a gain on the change in the fair value of $33,053. In addition, $1,424 of the debt discount has been amortized to interest expense.

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

 Three Months

 Ended

 February 28, 2015

Net Cash Provided By (Used In) Operating Activities

Net Cash Used by Investing Activities

Net Cash Provided By (Used In) Financing Activities

Through February 29, 2016, the Company’s revenue is 206,100 compared to $100,000 of same period 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 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 $100,000 respectively.

Operating Expense

The total operating expense for the three months ended February 29, 2016 is $13,859 compared to $20,130 for the three months ended February 28, 2015. The decrease is due to reduction 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 incurred net losses of $0 for same period ended February 28, 2015. The increase is due interest expense and fees on loan.

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.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. OTHER INFORMATION

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)

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.

Dated: July 27, 2017

By: /s/ Taiwo Aimasiko

Taiwo Aimasiko, President and

Chief Executive Officer

Dated: July 27, 2017

Taiwo Aimasiko, Chief Financial Office

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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