Attached files
| file | filename |
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| EX-31.1 - Bemax, Inc. | ex311.htm |
| EX-32.1 - Bemax, Inc. | ex321.htm |
| EX-31.2 - Bemax, Inc. | ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2015
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
BEMAX INC.
(Exact name of registrant as specified in its charter)
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Nevada
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46-554081
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(State or other jurisdiction of Organization)
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(IRS Employer Identification Number)
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____________________________________________________________________________________________________________
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)
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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 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 August 31, 2015
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PART I – FINANCIAL INFORMATION
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4
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Item 1.
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Financial Statements
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Balance Sheets (audited)
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Statements of Operations (unaudited)
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6
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Statements of Cash Flows (unaudited)
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7
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Statements of Stockholder’s Equity
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8
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Notes to the Financial Statements
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| Item 2. | Management's Discussion and Analysis of Final Condition and Results of Operations | |
| Item 3. | Quantitative and Qualitative Disclosure about Market Risk | |
| Item 4. | Controls and Procedures | |
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PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings:
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Item 2.
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Unregistered Sales Of Equity Securities
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| Item 3. | Default Upon Senior Securities | 11 |
| Item 4. |
Mining Safety Procedures
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11 |
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Item 5.
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Other Information:
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11
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Item 6.
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Signature
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Item 7.
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Exhibits
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13
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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 audited financial statements and notes thereto included in our audited financial statements filed therewith the U.S. Securities and Exchange Commission (SEC) on August 14, 2015 and can be found on the SEC website at www.sec.gov
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BEMAX INC.
(A Development Stage Company)
Financial Statements
(Expressed in US dollars)
August 31, 2015 and August 31, 2014
(Unaudited)
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BEMAX INC.
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Balance Sheets
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(Stated in U.S.Dollars)
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(Unaudited)
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Three Months Ended
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Year Ended
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August 31, 2015
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May 31, 2015
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ASSETS
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Current Assets
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Cash and cash equivalents
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$ | 57,624 | $ | 58,137 | ||||
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Accounts receivable
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407,722 | 407,722 | ||||||
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Total current assets
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465,346 | 465,859 | ||||||
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Fixed Assets
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Furniture and Equipment
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500 | 500 | ||||||
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Total fixed assets
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500 | 500 | ||||||
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TOTAL ASSETS
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$ | 465,846 | $ | 466,360 | ||||
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LIABILITIES & STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Deferred revenue
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507,722 | 507,722 | ||||||
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Loan from shareholder and related party
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24,736 | 17,336 | ||||||
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Accounts payable
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366,822 | 364,622 | ||||||
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Total current liabilities
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899,280 | 889,680 | ||||||
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STOCKHOLDERS' EQUITY
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Common stock, ($0.0001 par value, 500,000,000 shares
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authorized; 258,750,000 shares issued and outstanding at
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August 31, 2015 and 5,175,000 at May 31, 2015 respectively
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25,875 | 518 | ||||||
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Additional paid-in capital
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36,876 | 62,232 | ||||||
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Deficit accumulated during development stage
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(496,184 | ) | (486,070 | ) | ||||
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TOTAL STOCKHOLDERS' EQUITY
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(433,434 | ) | (423,320 | ) | ||||
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TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY
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$ | 465,846 | 466,360 | |||||
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| BEMAX,INC | ||||||||
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Statements of Operations
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Three Months Ended
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Three Months Ended
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August 31, 2015
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August 31, 2014
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REVENUES
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Revenues
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- | - | ||||||
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TOTAL REVENUES
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$ | - | $ | - | ||||
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Cost of good sold
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Purchases-resale items
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- | - | ||||||
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TOTAL COGS
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$ | - | $ | - | ||||
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Operating costs
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General and administrative expenses
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10,113 | 4,807 | ||||||
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TOTAL OPERATING COSTS
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$ | 10,113 | $ | 4,807 | ||||
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NET ORDINARY INCOME (LOSS)
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$ | (10,113 | ) | $ | (4,807 | ) | ||
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BASIC AND DILUTED EARNINGS (LOSS)
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PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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WEIGHTED AVERAGE NUMBER OF
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COMMON SHARES OUTSTANDING
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258,750,000 | 5,175,000 | ||||||
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BEMAX INC.
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Statements of Cash Flows
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| (Unaudited) |
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Three Months Ended
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Three Months Ended
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August 31, 2015
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August 31, 2014
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ | (10,113 | ) | $ | (4,807 | ) | ||
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Adjustments to reconcile net loss to net cash
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provided by (used in) operating activities:
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Loan from shareholder and related party
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7,400 | 2,300 | ||||||
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Accounts payable
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2,200 | - | ||||||
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Accounts receivable
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- | - | ||||||
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Deferred revenue
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- | - | ||||||
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Changes in operating assets and liabilities:
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(513 | ) | - | |||||
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(513
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) | (2,507 | ) | |||||
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INVESTING ACTIVITIES
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Furniture and equipment
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- | - | ||||||
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Net cash provided by investing activities
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- | - | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Issuance of common stock
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- | - | ||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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- | - | ||||||
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NET INCREASE IN CASH
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(513 | ) | (2,507 | ) | ||||
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CASH AT BEGINNING OF PERIOD
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58,137 | 4,000 | ||||||
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CASH AT END OF PERIOD
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$ | 57,624 | $ | 1,493 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid during year for :
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Interest
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$ | - | $ | - | ||||
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Income Taxes
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$ | - | $ | - | ||||
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BEMAX, INC.
Statement of Stockholder's Equity
(Stated in U.S. Dollars)
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Deficit
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Common
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Accumulated
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Common
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Stock
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Additional
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During
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Stock
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Amount
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Paid-in Capital
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Development Stage
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Total
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Stock issued for cash at May 31, 2013
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Net loss May 31, 2013
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(502 | ) | (502 | ) | ||||||||||||||||
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Balance May 31, 2013
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- | - | - | (502 | ) | (502 | ) | |||||||||||||
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Common stock issued for cash on May
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16, 2014.4,000,000 shares at a par
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value of $0.0001 per share
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4,000,000 | 400 | 3,600 | - | 4,000 | |||||||||||||||
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Net loss May 31, 2014
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(2,000 | ) | (2,000 | ) | ||||||||||||||||
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Balance May 31, 2014
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4,000,000 | $ | 400 | $ | 3,600 | $ | (2,502 | ) | $ | 1,498 | ||||||||||
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Common stock issued for cash between
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between October 14 and 24, 2014 at
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$0.05 per share
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1,175,000 | 118 | 58,632 | 58,750 | ||||||||||||||||
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Net loss May 31, 2015
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(483,568 | ) | (483,568 | ) | ||||||||||||||||
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Balance May 31, 2015
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5,175,000 | $ | 518 | $ | 62,232 | $ | (486,070 | ) | $ | (423,320 | ) | |||||||||
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BEMAX INC.
Notes to the Financial Statements
August 31, 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 of disposable baby diapers and then distributing them throughout Europe and emerging African markets. The Company is in the development stage with no revenues and 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 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 $((496,184)) as of August 31, 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.
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 August 31, 2015, 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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BEMAX INC.
Notes to the Financial Statements
August 31, 2015
(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 was charged to Accounts Payable) for the period December 1, 2014 through August 31, 2015.
As of August 31, 2015, there are loans from the majority shareholder and related party totalling $24,736. 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 SUBSEQUENT EVENTS
In Accordance with SFAS 165 (ASC 855-10) management has reviewed events through September, 2015, 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 not generated or realized any revenues from our business operations.
Liquidity and Capital Resources
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Cash Flows
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Three Months
Ended
August 31, 2015
$
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Three Months
Ended
August 31, 2014
$
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Net Cash Provided By(Used In) Operating Activities
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(513
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(2,507
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Net Cash Used by Investing Activities
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-
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-
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Net Cash Provided By(Used In) Financing Activities
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-
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-
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CASH AT BEGINNING OF PERIOD
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58,137
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4,000
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CASH AT END OF PERIOD
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57,624
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1,493
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Through August 31, 2015, the Company has not carried on any significant operations and had no revenues.
We currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through loans from the sole director. 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 $496,184 since inception (November 28, 2012) to the period ended August 31, 2015 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.
Results of Operations for the Period Ended August 31, 2015
Revenue
Revenue for the period ended August 31, 2015, and August 31, 2014 were $0
Deferred Revenue
Deferred revenue for the period ended August 31, 2015 and August 31, 2014 were $507,722 and $0 respectively. Management anticipate deferred revenue will be recognized within the next six months.
Net Loss
For the period ended August 31, 2015 and August 31, 2014 the Company incurred net losses of $10,113 and $4,807 respectively.
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Expenses
Our total expenses for the period ended August 31, 2015 were $10,113 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 August 31, 2015, 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 August 31, 2015.
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
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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.
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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: March 15, 2016 By: /s/ Taiwo Aimasiko
________________________________
Taiwo Aimasiko, President and
Chief Executive Officer
Dated: March 15, 2016 By: /s/ Taiwo Aimasiko
_________________________________
Taiwo Aimasiko, Chief Financial Office
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