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
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
Unregistered Sales Of Equity Securities
Default Upon Senior Securities
Mining Safety Procedures
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
(A Development Stage Company)
(Expressed in US dollars)
February 29, 2016 and February 28, 2015
Balance Sheets (Stated in U.S. Dollars)
February 29, 2016 and May 31, 2015
Cash and cash equivalents
Total current assets
Total other assets
LIABILITIES & STOCKHOLDERS' EQUITY
Accrued interest on convertible loans
Loan from shareholder and related party
Total current liabilities
COMMITMENTS AND CONTINGICIES
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
Additional paid-in capital
TOTAL STOCKHOLDERS' EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See Notes to the Financials
Statement of Operations
Three Months Ended
Nine Months Ended
Cost of goods sold
General and administrative expenses
Total operating costs
Interest expense and loan fees
Interest expense discount
TOTAL NON-OPERATING INCOME(LOSS)
NET ORDINARY INCOME (LOSS)
BASIC AND DILUTED EARNINGS (LOSS)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
Statement of Cash Flows
For the Three Months Ended November 30, 2015 and November 30, 2014
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:
Changes in operating assets and liabilities
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
Additional paid in capital
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET INCREASE (DECREASE) IN CASH
CASH AT BEGINNING OF PERIOD
CASH AT END OF PERIOD
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Notes to the Financial Statements
February 29, 2016
1. NATURE OF OPERATIONS
. (“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.
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.
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
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 for the period ended February 29, 2016, and February 28, 2015 were $206,100 and $100,000 respectively.
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.
Our total expenses for the period ended February 29, 2016 were $18,379 which consisted of general and administrative expenses
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
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
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-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.
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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