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~~August 2831, 2017

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

For the transition period from to

Commission File Number 333-197756

BEMAX INC.

(Exact name of registrant as specified in its charter)

Nevada	~~46-554081~~	46-554081
(State or other jurisdiction of Organization)	(IRS Employer Identification Number)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
1100 Peachtree Street NE, Atlanta, GA		30309
(Address of Principal Executive Offices)		(Zip Code)

~~____________________________________________________________________________________________________________~~Registrant’s telephone number, including area code: (707) 401-1809

625 Silver Oak

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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant ~~(1)~~has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule /405 of ~~the~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of this chapter) during the preceding ~~past~~ 12 months (or for such shorter period that the registrant was ~~require~~required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes ~~[X]~~ ☒ No ~~[ ]~~ ☐

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

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer [☐ ](Do not check if a smaller reporting company) Smaller reporting company ~~[X]~~☒ Emerging growth company ☐

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period offor complying ~~the~~with ~~Exchange~~any ~~Act).~~new ~~Yes~~or [revised ]financial Noaccounting [standards Xprovided ]pursuant to Section 13(a) of the Exchange Act. ☐

~~APPLICABLE~~Indicate ~~ONLY~~by TOcheck ~~ISSUERS~~mark ~~INVOLVED~~whether INthe ~~BANKRUPTCY~~registrant ~~PROCEEDINGS~~is ~~DURING~~a ~~THE~~shell ~~PRECEDING~~company ~~FIVE~~(as ~~YEARS:~~defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~Check whether~~State the ~~registrant~~number ~~has~~of ~~filed~~shares ~~all~~outstanding ~~documents~~of ~~and~~each of ~~reports~~the ~~required~~issuer’s toclasses beof ~~filed~~common ~~by Sections 12~~equity, 13as ~~or 15(d)~~ of the ~~Securities Exchange~~latest ~~Act~~practicable date: As of ~~1934~~October ~~subsequent~~31, to2017, the ~~distribution~~issuer ofhad 328,684,069 ~~securities~~shares ~~under~~of aits ~~plan~~common ~~confirmed~~stock byissued aand ~~court~~outstanding. ~~[ ] Yes [ ] No~~

APPLICABLE ONLY TO CORPORATE ISSUERS:

301,640,836 common shares issued and outstanding as of April 21, 2017.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		4
PART I	Financial Information
Item 1.	Financial Statements (unaudited)	1
	Balance Sheets (audited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
	Statements of Operations (unaudited)	6
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	13
	Statements of Cash Flows (unaudited)	7
Item 4.	Controls and Procedures	13
	Notes to the Financial Statements	8
PART II	Other Information	14
Item 2. Management's Discussion and Analysis of Financial condition and Resultos of Operations
Item 1.	Legal Proceedings	14
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Item 1A.	Risk Factors	14
Item 4. Controls and Procedures
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
PART II – OTHER INFORMATION
Item 3.	Defaults Upon Senior Securities	14
Item 1.	Legal Proceedings:	19
Item 4.	Mine Safety Disclosures	14
Item 2.	Unregistered Sales Of Equity Securities	19
Item 5.	Other Information	14
Item 3.	Default Upon Senior Securities	19
Item 6.	Exhibits	14
Item 4.	Mining Safety Procedures	19
Signatures		15
Item 5.	Other Information:	20
Item 6.	Signature	20

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 annual financial statements and notes thereto included in our annual Report on Form 10-K filed therewith the U.S. Securities and Exchange Commission (SEC) on July 6, 2016 and amended on July 14, 2016, and can be found on the SEC website at www.sec.govCONTENTS

Condensed Balance Sheets as of August 31, 2017 (unaudited) and May 31, 2017	2
Condensed Statements of Operations for the Three Months ended August 31, 2017 and 2016 (unaudited)	3
Condensed Statements of Cash Flows for the Three Months ended August 31, 2017 and 2016 (unaudited)	4
Notes to the Condensed Financial Statements (unaudited)	5

BEMAX INC

Balance Sheets

	August 31, 2017			May 31, 2017
ASSETS	(Unaudited)			(Restated)
Current Assets:
Cash	$	28,069		$	39,386
Prepaid expenses		47,542			44,048
Inventory		193,510			194,320
Total current assets		269,121			277,754

Property and equipment		14,407			14,953
Other assets (Note 5)		336,000			181,000

Total Assets	$	619,528		$	473,707

LIABILITIES AND STOCKHOLERS’ EQUITY (DEFICIT)
Current Liabilities:		$			$
Accounts payable		14,848			12,800
Accrued interest on convertible loans		17,120			6,966
Accruals, related party		49,500			45,000
Derivative liability		408,064			449,975
Convertible loans, net of discount of $188,785 and $237,608, respectively		492,215			192,392
Loan from shareholder		11,438			11,438
Total current liabilities		993,185			718,571
Total Liabilities		993,185			718,571

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock series B, $0.0001 par value, 50,000,000 shares authorized; 50,000,000 and 50,000,000 shares issued and outstanding, respectively		5,000			5,000
Common stock, $0.0001 par value, 850,000,000 shares authorized; 301,640,836 and 301,640,836 shares issued and outstanding, respectively		30,164			30,164
Additional paid-in capital		1,533,092			1,533,092
Accumulated deficit		(1,941,913	)		(1,813,120	)
Total Stockholders’ Deficit		(373,657	)		(244,864	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	619,528		$	473,707

The accompanying notes are an integral part of these unaudited condensed financial statements.

BEMAX INC.

~~Financial~~ Condensed Statements of Operations

(Expressed in US dollars)

(Unaudited)

	For the Three Months Ended August 31,
	2017			2016
				(Restated)
Revenue	$	1,642		$	92,122
Cost of goods sold		810			110,880
Gross Margin		832			(18,758	)

Operating Expenses:
Consulting fees		26,750			-
Professional fees		12,365			8,300
Management fees		1,500			1,500
General and administrative		43,870			22,559
Total Operating Expenses		84,485			32,359

Loss from operations		(83,653	)		(51,117	)

Other Income (Expense):
Interest expense		(11,729	)		(27,210	)
Amortization of debt discount		(106,397	)		(80,253	)
Change in fair value of derivative		115,587			336,777
Loss on settlement of convertible debt		(23,925	)		-
Loss on issuance of convertible debt		(18,676	)		(272,005	)
Total other expense		(45,140	)		(42,691	)

Net loss	$	(128,793	)	$	(93,808	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding – basic and diluted		301,640,836			258,792,500

The accompanying notes are an integral part of these unaudited condensed financial statements.

BEMAX INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Three Months Ended August 31,
	2017			2016
				(Restated)
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(128,793	)	$	(93,808	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		546			-
Change in fair value of derivative		(115,587	)		(336,777	)
Loss on issuance of convertible debt		18,676			272,005
Loss on settlement of convertible debt		23,925			-
Amortization of debt discount		106,397			44,254
Changes in Operating Assets and Liabilities:
Prepaids		(13,396	)		-
Inventory		810			(15,120	)
Other assets		(155,000	)		-
Accounts payable		2,048			-
Accrued interest on convertible loans		10,157			4,938
Accruals – related party		4,500			4,500
Net Cash Used in Operating Activities		(245,717	)		(120,008	)

CASH FLOWS FROM INVESTING ACTIVITIES:		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible loans		280,400			120,000
Repayment of convertible loans		(46,000	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		234,400			120,000

NET DECREASE IN CASH		(11,317	)		(8	)
CASH AT BEGINNING OF PERIOD		39,386			115,738
CASH AT END OF PERIOD	$	28,069		$	115,730

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest	$	1,575		$	-
Income Taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

BEMAX INC.

~~Balance Sheets~~Notes ~~(Stated~~to inthe ~~U.S.~~Financial ~~Dollars)~~Statements

~~February 28,~~August ~~2017 and May~~ 31, ~~2016~~2017

Current Assets	February 28, 2017 $			May 31, 2016 $
Cash and cash equivalents		606			115,738
Pre-paid expenses		56,250			—
Inventory		177,551			16,827
Total current assets		234,407			132,565
Other assets
Equipment		500			500
Total other assets		500			500
TOTAL ASSETS		234,907			133,065
Commitments & Contingencies		—			—
LIABILITIES & STOCKHOLDER’S EQUITY
CURRENT LIABILITIES
Derivative liability		—			351,041
Convertible loans		46,000			207,750
Debt discount		(3,748	)		(134,148	)
Accrued interest on convertible loans		634			1,845
Loan from shareholder and related party		51,736			38,236
Total current liabilities		94,622			464,724
STOCKHOLDERS' EQUITY
Preferred stock series B, ($0.0001) par value, 50,000,000 shares authorized and issued as of February 28, 2017.		5,000			—
Common stock, ($0.0001 par value, 500,000,000 shares authorized; 301,640,836 shares issued and outstanding at February 28, 2017 and 258,792,500, at May 31, 2016, respectively		30,164			25,879
Additional paid-in capital		1,533,092			36,876
Accumulated deficit		(1,427,971	)		(394,414	)
TOTAL STOCKHOLDERS' EQUITY		140,285			(331,659	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		234,907			133,065

See Notes to Financial Statements

BEMAX INC.

Statements of Operations

(Stated in U.S. Dollars) Unaudited

	Three Months Ended February 28, 2017			Three Months Ended February 29, 2016			Nine Months Ended February 28, 2017			Nine Months Ended February 29, 2016
REVENUES	$			$			$			$
Sales		24,960			246,119			140,113			346,338
TOTAL REVENUES		24,960			239,119			140,113			346,338
Cost of goods sold
Purchases-resale items		20,067			187,361			106,200			266,864
TOTAL COGS		20,067			187,361			106,200			266,864
Gross profit		4,893			58,758			33,913			79,474
Operating costs
General and administrative expenses		68,858			8,655			79,442			14,078
Professional fees		9,200			3,704			18,600			8,404
Management fees		1,500			1,500			4,500			4,500
TOTAL OPERATING COSTS		79,558			10,859			102,542			26,982
Non-Operating Income (loss) Change in FV		(715,318	)		—			(331,436	)		—
Loss of issuance of convertible debt		—			—			(284,091	)		—
Interest expense and loan fees		(3,712	)		(1,714	)		(53,001	)		(1,714	)
Interest expense discount		(134,032	)		—			(296,400	)		—
TOTAL NON-OPERATING INCOME(LOSS)		(853,062	)		(1,714	)		(964,928	)		(1,714	)
NET ORDINARY INCOME(LOSS)		(927,727	)		46,185			(1,033,557	)		50,778
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE		(0.00	)		(0.00	)		(0.00	)		(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		347,475,778			258,792,500			288,045,808			258,792,500

See Notes to Financial Statements

BEMAX INC.

Statements of Cash Flows

(Stated in U.S. Dollars)

For the Six Months Ended February 28, 2017 and February 29, 2016

(Unaudited)

	Nine Months Ended February 28, 2017			Nine Months Ended February 29, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1,033,557	)	$	50,778
Changes in operating assets and liabilities:
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Loss on derivative		331,436			—
Stock issued for services		75,000			—
Amortization of convertible debt discount		296,400			—
Loss on issuance of notes		284,091			—
Changes in operating assets and liabilities:					—
Pre-paid expenses		(56,250	)
Inventory		(160,724	)		(79,999	)
Loan from shareholder and related party		13,500			16,400
Debt discount		6,028			—
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(256,132	)		(12,821	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from convertible notes		181,000			40,000
Payments on convertible notes		(40,000	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		141,000			40,000
NET INCREASE (DECREASE) IN CASH		(115,132	)		27,179
CASH AT BEGINNING OF PERIOD		115,738			58,137
CASH AT END OF PERIOD	$	606		$	85,316
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for :
Interest	$	1,307		$	—
Income Taxes Disclosure of non-cash activities: Conversion of principal and interest to common shares	$	1,435,318		$	—

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

~~See~~BEMAX ~~Notes~~INC. (“The Company”) was incorporated in the State of Nevada on November 28, 2012 to ~~Financial~~engage ~~Statement~~in the business of exporting disposable baby diapers manufactured in the United States and then distributing them throughout Europe and South Africa.

7NOTE 2 - GOING CONCERN

~~BEMAX~~The accompanying ~~INC~~unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. ~~Notes~~The Company has had minimal revenue and has an accumulated a deficit of $1,941,913 as of August 31, 2017. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the ~~Financial~~attainment ~~Statements~~of ~~February~~profitable 28operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise 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, ~~2017~~loans ~~(Unaudited)~~from officers/directors and/or private placement of common stock. Obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The unaudited financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

1.NOTE ~~NATURE~~3 - SUMMARY OF ~~OPERATIONS~~SIGNIFICANT ACCOUNTING POLICIES

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 limited revenues and very limited operating history.

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 anticipates future losses 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 to obtain 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 issuance of common shares.

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 one year from May 31, 2016. The Company has incurred a loss since inception resulting in an accumulated deficit of $1,427,971 as of February 28, 2017 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 the existing cash on hand, loans from directors and/or private placement of common stock. 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 personal cash, outside loans, or equity issuances.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~financial~~Company’s ~~statements~~unaudited ofcondensed ~~the~~financial ~~Company~~statements have been prepared in accordance with ~~generally accepted~~ accounting principles generally accepted in the United States of America (“U.S. GAAP”). ~~and~~The ~~are~~preparation ~~presented~~of financial statements in USconformity ~~dollars~~with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending May 31, 2018. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual ~~Year~~Report ~~End~~on isForm 10-K ~~May~~for the year ended May 31, 2017.

Cash and Cash Equivalents

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

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

8Inventory

~~BEMAX~~The Company’s ~~INC~~inventory consists of finished goods ready for resale. ~~Notes~~Inventories toare stated at the ~~Financial~~lower ~~Statements~~of ~~February~~cost 28or market. Cost is principally determined using the last-in, ~~2017~~first-out (~~Unaudited~~LIFO) method. The company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions.

~~Fair Value of Financial Instruments~~5

~~The~~Derivative ~~Company~~Financial follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:Instruments

Derivative liabilities are recognized in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815-15 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-15”). Pursuant to ASC Topic 815-15 an evaluation of the embedded conversion feature of convertible debt is evaluated to determine if the bifurcated debt conversion feature is required to be classified as a derivative liability. Since the terms of the embedded conversion features of the Company’s convertible debt provides for the issuance of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a decline in the price of the Company’s common stock, the Company determined that the embedded conversion option met the criteria of a derivative liability. The estimated fair value of the embedded conversion feature of debt classified as derivative liabilities are determined using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable 1:inputs ~~Quoted~~to ~~market~~calculate ~~prices~~the ~~available~~fair value of the derivative liabilities at each reporting period. The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in ~~active~~minimal ~~markets~~differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for ~~identical~~changes ~~assets~~in fair value at each reporting period, and the corresponding non-cash gain or ~~liabilities~~loss is recorded as other income or expense in the statement of operations. As of August 31, 2017 and May 31, 2017, the embedded conversion feature of $408,064 and $449,975, respectively, of convertible notes payable was classified as a derivative liability. Each reporting ~~date~~period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations.

~~Level~~Fair 2:value ~~Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as~~ of ~~the~~financial ~~reporting date.~~instruments

~~Level~~The 3:Company ~~Pricing~~follows ~~inputs~~Financial ~~that~~Accounting ~~are~~Standards ~~generally~~Board ~~observable~~(FASB) Accounting Standards Codification (ASC) 825-10-50-10, Financial Instruments—Overall—Disclosure, for disclosures about fair value of our financial instruments and ASC 820-10-35-37, Fair Value Measurement—Overall—Subsequent Measure—Fair Value Hierarchy, to measure the fair value of our financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and ~~not~~the ~~corroborated~~lowest bypriority ~~market~~to ~~data~~unobservable inputs. The three levels of fair value hierarchy defined by ASC 820-10-35-37 are described below:

~~The carrying~~● ~~amount~~Level of1: ~~the~~Quoted ~~Company’s~~market ~~financial~~prices ~~assets~~available ~~and~~in ~~liabilities,~~active ~~such~~markets asfor ~~cash,~~identical ~~prepaid~~assets ~~expenses~~or ~~and~~liabilities ~~accrued~~as ~~expenses approximate their fair value because~~ of the ~~short~~reporting ~~maturity of those instruments~~date. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at February 28, 2017.

●

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

●

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

~~February~~August 2831, 2017:

Description	Level 1		~~Level 2~~	Level 2		~~Level 3~~		Level 3	~~Total Gains and (Losses)~~
Derivative	$	-		-$	-		-	$	408,064	~~(331,436)~~
Total	$	-	$	-		$	-		$	(331,436)

May 31, ~~2016~~2017:

Description	Level 1		~~Level 2~~	Level 2		~~Level 3~~		Level 3	~~Total Gains and (Losses)~~
Derivative	$	-		-$	-		~~351,041~~	$	449,975
Total	$	-	$	-		$	351,041		$	128,331

9Revenue Recognition

~~Income~~The ~~Taxes~~Company follows ASC 605-10-S99-1, Revenue Recognition, of the FASB Accounting Standards Codification for revenue recognition, which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed and determinable; and 4) collection is reasonably assured.

The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At February 28, 2017, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Net (Loss) per Share

The Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The Company has losses for the nine months ended February 28, 2017; therefore basic EPS equals diluted EPS. As of February 28, 2017 18,724,924 shares of common stock were not included in the calculations and the common shares are for convertible notes outstanding.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow.

As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

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 Shareholder Loan for the nine months ended February 28, 2017.

As of February 28, 2017, there are loans from the majority shareholder and related party totalling $51,736.These loans 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.

5. STOCKHOLDER’S EQUITY

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.

During fiscal year 2016, the Company issued 42,500 Common Shares at $0.0001 par value to an attorney for legal services rendered.

At February 28, 2017, there are 450,000,000 shares of common stock at a par value of $0.0001 and 50,000,000 preferred shares at $0.0001 per share authorized. There are 301,640,836 common and 50,000,000 preferred shares issued and outstanding.

The 50-1 stock split has been shown retroactively.

On December 5, 2016, the Company entered into an initial one year consulting agreement with Adebayo Ladipo. He has been compensated by receiving 7,500,000 shares of common stock valued at $75,000 based on the market price of the common stock on this date. This was valued at $0.01 per share. At no time is he considered an employee of the Company. He is an Independent Contractor and able to pursue other interests.

On January 24, 2017, The Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares.

6. REVENUE RECOGNITION

The Company’s revenue recognition policy is on a sales-basis method. The Company recognizes and records revenue once payment has been received and disposable baby diapers are delivered to the buyer.

Pre-payment Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed.

~~7. CONVERTIBLE LOANS~~Reclassifications

OnCertain ~~February~~reclassifications ~~16,~~have ~~2016,~~been ~~the~~made ~~Company~~to ~~issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of~~ the ~~loan~~prior ~~was~~year ~~$40,000~~financial ~~(forty~~information thousand dollars) with an original issue discount of $4,000 (four thousand dollars) and carries an interest rate of 8% per annum. It became due and payable with accrued interest on February 16, 2017. The Company had the right to ~~prepay~~conform ~~any part of the loan plus accrued interest up~~ to ~~90 days from~~ the ~~issue~~presentation ~~date,~~used ~~subject~~in ~~to a cash payment of~~ the ~~principal~~unaudited ~~plus~~financial ~~130%~~statements ~~interest and 91 days through 180~~ for ~~a cash payment of~~ the ~~principal~~three ~~plus~~months ~~150%~~ended ~~interest.~~August ~~On July 14~~31, ~~2016, the Company repaid the $40,000 of principal, $1,307 of accrued interest and a $20,965 early payment penalty~~2017. As a result of repayment of the note the Company recognized the remaining debt discount of $2,833. The Company repaid the note prior to when the convertible feature was effective; therefore there are no derivatives related to the embedded conversion feature.

116

5.Recent ~~STOCKHOLDER’S~~Accounting ~~EQUITY~~Pronouncements

OnIn ~~June~~August 52016, ~~2015,~~ the ~~Company~~FASB ~~decided~~issued toASU 2016-15, Statement ~~increase~~of ~~the~~Cash ~~authorized~~Flows ~~amount~~(Topic 230), Classification of ~~common~~Certain ~~shares~~Cash ~~that~~Receipts and ~~can~~Cash bePayments. ~~issued~~ASU ~~from~~2016-15 ~~70,000,000~~provides guidance for targeted changes with respect to ~~500,000,000~~how cash receipts and cash payments are ~~with~~classified in the ~~same~~statements ~~par~~of ~~value~~cash flows, with the objective of $0reducing diversity in practice.~~0001~~ ~~per~~ASU ~~share~~2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company ~~also~~is ~~declared~~in athe ~~Fifty~~process of ~~(50)~~evaluating tothe ~~One~~impact ~~(1)~~of ~~forward~~this ~~stock~~accounting ~~split~~standard ~~effective immediately~~update on its statements of cash flows.

~~During~~In ~~fiscal~~February ~~year~~ 2016, the ~~Company~~FASB issued 42ASU 2016-02,~~500~~ ~~Common~~Leases ~~Shares~~(Topic 842). atASU ~~$0.0001~~2016-02 ~~par~~requires ~~value~~lessees to anrecognize ~~attorney~~lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for ~~legal~~fiscal ~~services~~years ~~rendered~~beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

AtThe ~~February~~Company ~~28,~~does ~~2017,~~not ~~there~~expect ~~are~~the ~~450,000,000~~adoption ~~shares~~ of ~~common~~recently ~~stock~~issued ataccounting apronouncements ~~par~~to ~~value~~have ofany ~~$0.0001~~significant ~~and~~impact 50on the Company’s results of operations,~~000,000~~ ~~preferred~~financial ~~shares~~position ator $0cash flow.~~0001 per~~ ~~share~~As ~~authorized.~~new ~~There~~accounting pronouncements are ~~301~~issued,~~640,836~~ ~~common~~the ~~and~~Company ~~50,000,000~~will ~~preferred~~adopt ~~shares~~those that ~~issued~~are ~~and~~applicable ~~outstanding~~under the circumstances.

~~The~~NOTE ~~50-1~~4—PROPERTY ~~stock~~AND ~~split has been shown retroactively.~~EQUIPMENT

OnFurniture, ~~December 5~~fixtures, ~~2016,~~and ~~the Company entered into an initial one year consulting agreement with Adebayo Ladipo. He has been compensated by receiving 7~~equipment,~~500,000~~ ~~shares~~stated ~~of common stock valued~~ at ~~$75~~cost,~~000~~ ~~based~~less onaccumulated ~~the~~depreciation ~~market~~consisted ~~price~~ of the ~~common~~following ~~stock on this date. This was valued~~ at ~~$0.01 per share. At no time is he considered an employee of the Company. He is an Independent Contractor and able to pursue other interests.~~:

On January 24, 2017, The Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares.

	August 31, 2017			May 31, 2017
Computer equipment	$	500		$	500
Vehicle		15,225			15,225
Less: accumulated depreciation		(1,318	)		(772	)
Fixed assets, net	$	14,407		$	14,953

6.Depreciation ~~REVENUE RECOGNITION~~Expense

~~The~~Depreciation ~~Company’s~~expense ~~revenue~~for ~~recognition~~the ~~policy~~three ismonths onended aAugust ~~sales-basis~~31, ~~method.~~2017 ~~The Company recognizes~~ and ~~records~~2016, ~~revenue~~was ~~once~~$546 ~~payment has been received~~ and ~~disposable~~$0, ~~baby diapers are delivered to the buyer~~respectively.

~~Pre-payment~~NOTE ~~Policy:~~5 ~~All~~– ~~sales~~OTHER to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received, we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers. The process is expected to take three weeks to complete. The pre-payment will be recorded as deferred revenue until the delivery is executed.ASSETS

7On March 27, 2017, the Company entered into an Option to obtain a Property Lease Agreement (“the lease”) with Simfox Enterprises aka Achievers Nursery School. This is a development property situated in Lagos, Nigeria. The lease is for 30 years ~~CONVERTIBLE~~with ~~LOANS~~two successive five-year extensions at the option of the Company. Consideration for the Option is $300,000 with $110,000 due immediately and the balance by installments by August 30, 2017. As of August 31, 2017, the Company has paid the full $300,000. In addition, the Company has agreed, subject to the signing of the Definitive Document, to pay Simfox Enterprises, a $390,000 refundable good faith deposit, of which $36,000 has been paid. This will be held by Simfox in an interest-bearing account to be returned to Bemax plus interest, on completion of the development of the property by the Company.

OnThe ~~February 16, 2016, the~~ Company ~~issued~~intends ato ~~Convertible~~develop ~~Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of~~ the ~~loan~~property ~~was~~for ~~$40,000~~its ~~(forty~~intended ~~thousand~~purpose ~~dollars)~~over ~~with~~a antwo ~~original~~to ~~issue~~five-year ~~discount of $4~~period,~~000~~ ~~(four~~as ~~thousand~~mutually ~~dollars)~~agreed ~~and carries an interest rate of 8% per annum~~upon. ~~It became due and payable with accrued interest on February 16, 2017.~~ The ~~Company had the right~~ tooption ~~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. On July 14, 2016, the Company repaid the~~ $40300,000 ofwill ~~principal,~~be ~~$1,307~~amortized ofover ~~accrued~~this ~~interest~~period ~~and~~once adevelopment ~~$20,965 early payment penalty~~begins. As a result of repayment of the note the Company recognized the remaining debt discount of $2,833. The Company repaid the note prior to when the convertible feature was effective; therefore there are no derivatives related to the embedded conversion feature.

12NOTE 6 - RELATED PARTY TRANSACTIONS

OnThe ~~May~~President ~~10,~~of ~~2016,~~ the Company ~~issued~~provides amanagement ~~Convertible~~services ~~Promissory~~and ~~Note~~office inpremises ~~favor~~to ~~of Auctus Fund, LLC. The principal amount of~~ the ~~loan was~~Company ~~$77,750~~for ~~(seventy-seven~~a ~~thousand,~~fee ~~seven hundred and fifty dollars) with an original issue discount~~ of $61,~~750~~500 ~~(six thousand, seven hundred and fifty dollars) and carried an interest rate of 8%~~ per ~~annum. It becomes due and payable with accrued interest on May 10~~month, ~~2017. Auctus Fund, LLC. had~~ the ~~option~~ right to ~~convert~~which the ~~Note~~President ~~plus~~has ~~accrued~~agreed ~~interest~~to ~~into~~assign ~~common~~to ~~shares of~~ the Company~~, at~~ ~~any~~until ~~time.~~such ~~The conversion rate will be at~~ a ~~discount~~time ofas ~~48% of~~ the ~~lowest~~Company ~~trading~~closes ~~price~~on ~~for~~an ~~ten~~equity ~~days~~or ~~prior~~debt ~~to the actual date~~financing of ~~conversion.~~not ~~The~~less ~~Company~~than ~~cannot prepay any amount outstanding after 180 days~~$750,000. The ~~company~~assigned ~~bifurcated~~rights ~~the~~are ~~conversion~~valued ~~feature and accounted for it as a derivative liability. The Company recorded the derivative liability~~ at ~~its fair value of~~ $~~261~~1,~~774~~000 ~~based on~~per ~~the~~month ~~Black~~for ~~Scholes~~rent ~~Merton pricing model~~ and ~~a corresponding debt discount of~~ $~~77,750~~500 tofor beexecutive ~~amortized~~compensation. ~~utilizing the interest~~As ~~method~~ of ~~accretion~~August ~~over~~31, ~~the~~2017 ~~term of the note. During the third quarter principal~~ and ~~accrued~~May ~~interest of $77~~31,~~750~~ ~~and $605~~2017, ~~respectively, were~~there ~~fully~~is ~~converted into 43~~$49,~~741,990~~500 ~~shares~~and ~~of common stock resulting in the immediate amortization of the remaining debt discount of~~ $2045,~~282~~000, ~~a $295~~respectively,~~729~~ ~~loss~~accrued onfor ~~the~~these ~~change in fair value of the derivative and a $467,591 credit to additional paid in capital~~fees.

OnAs ~~June 2, 2016, the Company issued a Convertible Promissory Note in favor~~ of ~~JSJ~~August ~~Investments Inc. The principal amount of the loan was $55~~31,~~000~~ ~~(fifty-five thousand dollars)~~2017, ~~with an original issue discount of $3,000 three thousand dollars), a payment of $2,000 (two thousand dollars) in loan fees~~ and itMay ~~carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2~~31, 2017~~. JSJ Investments~~, ~~Inc.~~there ~~has~~are ~~the~~loans ~~option~~from ~~to convert~~ the ~~Note~~majority ~~plus~~shareholder ~~accrued interest into common shares~~ of the Company, at any time. The conversion rate will be at a discount of 48% applied to the lowest trading price for ten days prior to the actual date of conversion. 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 $~~167~~11,~~895~~438 ~~based on the Black Scholes Merton pricing model~~ and ~~a corresponding debt discount of~~ $5511,~~000~~438, ~~to be amortized utilizing the interest method of accretion over the term of the note~~respectively. ~~During the third quarter principal and accrued interest of $55,000 and $2,395,~~These ~~respectively,~~loans were ~~fully~~made ~~converted~~in ~~into~~order ~~32,463,378~~to ~~shares~~assist ~~of common stock resulting~~ in ~~the~~meeting ~~immediate~~general ~~amortization~~and ofadministrative ~~the~~expenses. ~~remaining debt~~These ~~discount~~advances ofare ~~$34~~unsecured,~~554,~~ adue ~~$65,510 loss~~ on ~~the change in fair value of the derivative~~ demand and anon-interest ~~$190,914 credit to additional paid in capital~~bearing.

On June 14, 2016, the Company issued a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan was $80,000 (eighty thousand dollars), with an original issue discount of $8,000 (eight thousand dollars), a payment of $2,000 (two thousand dollars) for loan fees and it carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 48% applied to the lowest trading price for ten days prior to the actual date of conversion. 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 $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be amortized utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued interest of $80,000 and $3,254, respectively, were fully converted into 55,208,045 shares of common stock resulting in the immediate amortization of the remaining debt discount of $42,959, a $203,588 loss on the change in fair value of the derivative and a $396,470 credit to additional paid in capital.7

13NOTE 7 - STOCKHOLDERS’ EQUITY

On December 285, 2016, the Company issued ~~a Convertible Promissory Note in favor of Crown Bridge Partners~~7, ~~LLC. The principal amount of the loan is $46~~500,000 ~~(forty-six~~shares ~~thousand dollars) with an original issue discount~~ of ~~$4,500~~common ~~(four~~stock ~~thousand five hundred dollars) and carries an interest rate of 8%~~ per ~~annum. It becomes due and payable with accrued interest on December 28, 2017. Crown Bridge Partners, LLC. has~~ the ~~option~~terms ~~to convert the Note plus accrued interest into common shares~~ of ~~the~~a ~~Company,~~one-year ~~after~~consulting ~~180 days~~agreement. The shares ~~conversion~~were ~~rate~~valued ~~will be~~ at a$0.01 ~~discount~~per ofshare ~~45% applied to the lowest trading price~~ for ~~fifteen~~total ~~days~~non-cash ~~prior~~expense ~~to the actual date~~ of ~~conversion~~ $75,000. The ~~Company~~expense ~~has~~is ~~the~~being ~~right~~amortized toover ~~prepay any part of~~ the ~~loan~~term ~~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~~agreement. ~~The Company cannot prepay any amount outstanding after 180.~~ As of ~~February~~May 2831, 2017, $~~752~~37,500 ~~of the debt discount~~ has been ~~amortized~~debited to ~~interest~~consulting expense.

AOn ~~summary~~January of24, ~~outstanding~~2017, ~~convertible~~the ~~notes~~Company asallowed ofTaiwo ~~February~~Aimasiko, 28its CEO to retire 150,000,000 ~~2017~~shares of common stock in exchange for 50,000,000 Series isB aspreferred ~~follows:~~ shares.

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Amount of Note	Repayments / Conversions	Principal Balance 2/28/2017
Crown Bridge Partners, LLC (1)	2/16/2016	2/16/2017	8%	$ 40,000	$ (40,000)	$ -
Crown Bridge Partners, LLC	4/19/2016	4/19/2017	8%	30,000	(30,000)	-
Adar Bays, LLC	5/9/2016	5/9/2017	8%	30,000	(30,000)	-
Eagle Equities, LLC	5/9/2016	5/9/2017	8%	30,000	(30,000)	-
Auctus Fund, LLC	5/10/2016	2/10/2017	8%	77,750	(77,750)	-
JSJ Investments Inc.	6/2/2016	2/26/2017	8%	55,000	(55,000)	-
Black Forest Capital LLC	6/14/2016	6/14/2017	8%	80,000	(80,000)	-
Crown Bridge Partners, LLC	12/28/2016	12/28/2017	8%	46,000	-	46,000
Total				$ 388,750	$ (342,750)	$ 46,000

On May 18, 2017, the Company amended its Articles of Incorporation increasing the authorized issue of common stock from 500,000,000 to 850,000,000. The par value remains the same at $0.0001 per share.

~~(1)~~During the ~~This~~year ~~Note~~ended ~~was~~May ~~repaid~~31, in2017, ~~full~~the ~~with~~Company ~~cash~~converted on$318,631 ~~July~~of 14principal and accrued interest into 185,348,336 ~~2016~~shares of common stock. All conversions were completed pursuant to the terms of their respective convertible promissory notes. No gains or losses were recognized as a result of the conversions.

~~All~~NOTE ~~other~~8 ~~reductions~~– ~~were~~PREFERRED ~~conversions to common shares~~STOCK

On January 23, 2017, the Board of Directors designated a series of preferred stock titled Series B Preferred Stock consisting of 50,000,000 shares with a $0.0001 par value. Each share of Series B preferred stock has voting rights of 10 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into three shares of common stock at any time after a one-year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series B preferred stock have no liquidation rights.

On January 24, 2017, the Company allowed Taiwo Aimasiko, its CEO to retire 150,000,000 shares of common stock in exchange for 50,000,000 Series B preferred shares.

NOTE 9 - CONVERTIBLE LOANS

On December 28, 2016, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $46,000 with an original issue discount of $6,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 28, 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 45% applied to the lowest trading price for fifteen days prior to the actual date of conversion. On June 8, 2017, the Company repaid the $46,000 of principal, $1,575 of accrued interest and a $23,925 early payment penalty. As a result of repayment of the note the Company recognized the remaining debt discount. The Company repaid the note prior to when the convertible feature was effective; therefore, there are no derivatives related to the embedded conversion feature.

On March 20, 2017, the Company issued a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $114,000 with an original issue discount of $14,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on March 20, 2018. 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 43% applied to the lowest trading price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. As of August 31, 2017, $6,150 of the debt discount has been amortized to interest expense.

On March 27, 2017, the Company issued a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the loan is $125,000 with an original issue discount of $9,250 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 22, 2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company at any time. The conversion rate will be at a discount of 40% applied to the three lowest trading prices for ten days prior to the actual date of conversion. 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 $204,373 based on the Black Scholes Merton pricing model and a corresponding debt discount of $125,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2017, the Company fair valued the derivative at $142,813 resulting in a gain on the change in the fair value of $56,267. In addition, $71,363 of the debt discount has been amortized to interest expense.

On April 4, 2017, the Company issued a Convertible Promissory Note in favor of Auctus, Fund, LLC. The principal amount of the loan is $145,000 with an original issue discount of $15,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 22, 2017. Auctus Fund, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 40% applied to the lowest trading price for ten days prior to the actual date of conversion. 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 $257,720 based on the Black Scholes Merton pricing model and a corresponding debt discount of $145,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2017, the Company fair valued the derivative at $174,607 resulting in a gain on the change in the fair value of $76,288. In addition, $80,918 of the debt discount has been amortized to interest expense.

On August 3, 2017, the Company issued a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the loan is $60,000 with an original issue discount of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 3, 2018. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company at any time. The conversion rate will be at a discount of 40% applied to the three lowest trading prices for ten days prior to the actual date of conversion. 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 $73,676 based on the Black Scholes Merton pricing model and a corresponding debt discount of $60,000 to be amortized utilizing the interest method of accretion over the term of the note. As of August 31, 2017, the Company fair valued the derivative at $90,644 resulting in a loss on the change in the fair value of $16,968. In addition, $6,154 of the debt discount has been amortized to interest expense.

On June 2, 2017, the Company issued a Convertible Promissory Note in favor of GS Capital Partners, LLC. The principal amount of the loan is $132,000 with an original issue discount of $6,600 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on June 2, 2018. GS Capital 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 36% applied to the lowest bid price for ten days prior to the actual date of conversion. As of August 31, 2017, $1,627 of the debt discount has been amortized to interest expense.

On July 18, 2017, the Company issued a Convertible Promissory Note in favor of GS Capital Partners, LLC. The principal amount of the loan is $105,000 with an original issue discount of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on July 18, 2018. GS Capital 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 36% applied to the lowest bid price for ten days prior to the actual date of conversion. As of August 31, 2017, $603 of the debt discount has been amortized to interest expense.

A summary of outstanding convertible notes as of August 31, 2017 and May 31, 2017 is as follows:

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Principal Balance 5/31/2017			Additions		Repayments / Conversions			Principal Balance 8/31/2017
Crown Bridge Partners, LLC	12/28/2016	12/28/2017	8%		46,000			-		(46,000	)		-
Crown Bridge Partners, LLC	3/20/2017	03/20/2018	8%		114,000			-		-			114,000
JSJ Investments, Inc.	3/27/2017	12/22/2017	8%		125,000			-		-			125,000
Auctus Fund, LLC	4/4/2017	12/30/2017	8%		145,000			-		-			145,000
GS Capital Partners, LLC	6/2/2017	6/2/2018	8%		-			132,000		-			132,000
GS Capital Partners, LLC	7/18/2017	7/18/2018	8%		-			105,000		-			105,000
JSJ Investments, Inc.	8/3/2017	5/3/2018	8%		-			60,000		-			60,000
Total					430,000			297,000		(46,000	)		681,000
Less debt discount					(237,608	)		-		-			(188,785	)
				$	192,392		$	297,000	$	(46,000	)	$	492,215

During the year ended May 31, 2017, the Company converted $318,631 of principal and accrued interest into 185,348,336 shares of common stock. There were no conversions for the three months ended August 31, 2017.

A summary of the activity of the derivative liability for the notes above is as follows:

Balance at May 31, 2015	$	-
Balance at May 31, 2016		$	351,041
Increase to derivative due to new issuances		~~479,374~~	896,686
Derivative (gain) due to mark to market adjustment		(128,331)
Decrease due to debt settlement			(1,117,070	)
Balance at May 31, 2016		351,040
Derivative loss due to mark to market adjustment			319,318
Increase to derivative due to new issuances		434,591
Balance at May 31, 2017			449,975
Decrease due to debt settlement		(1,117,070)
Increase to derivative due to new issuances			73,676
Derivative loss due to mark to market adjustment		331,436
Decrease due to debt settlement			-
Balance at February 28, 2017	$	-
Derivative loss (gain) to mark to market adjustment			(115,587	)
Balance at August 31, 2017		$	408,064

14A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended August 31, 2017 is as follows:

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the nine months ended February 28, 2017 is as follows:

Inputs	August 31, 2017		Initial Valuation
Stock price		$.0055		$.02 – .0258
Conversion price		$.003		.01 – .013
Volatility (annual)		207.2 - 291.5%		$283% - 285.85%
Risk-free rate		1.01 -1.15%		.955% - .975%
Years to maturity		.32 - .67		.75

Inputs	February 28, 2017			Initial Valuation
Stock price	$	.0047 - .0325	$	.52 – .74
Conversion price	$	.002	$	.14 – .27
Volatility (annual)		249% - 395%		324% - 335%
Risk-free rate		.51% - .90%		.51% - .52%
Years to maturity		.08 - 1		.76 - 1

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management

8.NOTE 10 – CORRECTION OF ERRORS

The Company has discovered that there were errors in prior periods regarding revenue, expense and derivative recognition for derivatives related to the embedded conversion features of convertible notes. As a result, the prior periods in these financial statements have been ~~adjusted~~restated. ~~On April 6, 2017, the company filed an 8-K referencing the errors.~~

9.NOTE 11 - SUBSEQUENT EVENTS

~~The~~In ~~Company~~accordance ~~has~~with ~~evaluated~~ASC ~~all~~855-10, ~~events~~Subsequent ~~and~~Events, ~~transactions~~we ~~that~~have ~~occurred~~analyzed ~~after~~our ~~February~~operations 28subsequent to August 31, 2017, up through the date ~~these~~the unaudited financial statements were available ~~for~~to ~~issuance.~~be Itissued, ~~has~~and ~~been~~have determined that ~~the~~we ~~following~~do ~~events~~not ~~need~~have any material subsequent events to bedisclose ~~reported~~in these unaudited financial statements other than the following.

On ~~March~~September 2029, 2017, ~~the~~JSJ ~~Company~~Investments ~~authorized~~converted ~~and~~$15,000 ~~issued~~of aprinciple ~~Convertible~~into ~~Promissory~~6,666,666 ~~Note~~shares ~~in favor~~ of ~~Crown~~common ~~Bridge Partners for $114,000~~stock.

On ~~March~~October 279, 2017, the Company ~~authorized~~executed an Agreement for IR Services. The agreement is for six months and ~~issued~~requires a ~~Convertible~~fee ~~Promissory~~of ~~Note~~10 inmillion shares ~~favor~~of common stock. The first 5,000,000 shares of ~~JSJ~~common ~~Investments~~stock are required upon the execution of the agreement and were granted by the Board of Directors on October 10, ~~Inc~~2017. ~~for~~The ~~$125~~next 2.5 million shares are due in thirty days and the remaining 2.5 million,~~000~~ thirty days after that.

On ~~April~~October 411, 2017, ~~the~~JSJ ~~Company~~Investments ~~authorized~~converted ~~and~~$19,374 ~~issued~~of aprincipal ~~Convertible~~into ~~Promissory~~15,376,567 ~~Note~~shares ~~in favor~~ of ~~Auctus~~common ~~Fund, LLC for $145,000~~stock.

15On October 24, 2017, the Board of Directors approved amending the Articles of Incorporation to increase the Company’s authorized stock to 1,050,000,000 shares; consisting of 950,000,000 common shares and 100,000,000 Series B preferred.

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~10

ITEM 2. MANAGEMENT’S DISCUSSION ND 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 a Nevada –based company focusing on the distribution of disposable baby diapers, made in North America and Asia by ~~quality~~ quality producers, to wholesalers and retailers in Europe and the emerging markets. WeOur ~~are~~business ais ~~development~~focused ~~stage~~on ~~corporation~~expanding ~~and~~current distribution ~~have~~networks ~~generated~~for orour ~~realized~~private ~~minimal~~labels. ~~revenues~~We ~~from~~will attract more distributors for our ~~business~~products ~~operations~~with competitive pricing through lower overhead cost. We continue to invest in the ecommerce space to attract loyal customers and expand within our markets.

The Company is working on several business development projects to increase business and revenue generation in 2017 and beyond, including but not limited to: product licensing of private labels in some of our African markets, production, and extended distribution of new and existing Bemax private label disposable baby diaper products. There can be no assurance that these will be successful in generating increased revenues in 2017.

Results of Operations for the Three Months Ended August 31, 2017 and 2016

Revenue

Revenue for the three months ended August 31, 2017 and 2016 was $1,642 and $92,122, respectively. The decrease is due to the Company’s temporary focus on plant development.

Operating Expenses

Consulting fees were $26,750 and $0 for the three months ended August 31, 2017 and 2016, respectively. The increase can be attributed to fees associated with acquiring the property lease with Simfox and the recognition of expense for stock for services issued in the prior period.

Professional fees were $12,365 and $8,300 for the three months ended August 31, 2017 and 2016, respectively, an increase of $4,065, or 48.9%, in 2017. The increase in 2017, as compared to 2016, can be largely attributed to increased legal, audit, and/or accounting fees related to required SEC quarterly filings.

General and administrative expense was $43,870 and $22,559 for the three months ended August 31, 2017 and 2016, respectively, an increase of $21,311, or 94.4%, in the current period. The increase in 2017 can be attributed to increased operational costs including $10,109 for travel, office expense as well as additional filing fees to amend some of our SEC filings.

Other Income and Expense

For the three months ended August 31, 2017, we had total other expense of $45,140, compared to $42,691 for the three months ended August 31, 2016. For the three months ended August 31, 2017, we recorded interest expense of $11,729, compared to $27,210 in the prior period. In addition, as a result of the convertible promissory notes, we recorded amortization of debt discount of $106,397, compared to $80,253 for the prior period, a loss on the issuance of convertible debt of $18,676 compared to $272,005 for the prior period, and a loss on settlement of debt of $23,925. The current period’s losses were offset by a gain in the change in the fair value of our derivatives of $115,587 compared to a gain of $336,777 in the prior year.

Net Loss

For the three months ended August 31, 2017 and 2016, we incurred a net loss of $128,793 and $93,808, respectively.

Liquidity and Capital Resources

~~Cash~~During ~~Flows~~the three months ended August 31, 2017, we used cash of $245,717 in operating activities, as compared to $120,008 for the three months ended August 31, 2016. Financing activities provided net cash of $234,400 during the three months ended August 31, 2017, as compared to $120,000 for the three months ended August 31, 2016.

	Nine Months		Nine Months
	Ended		Ended
	February 28, 2017		February 29, 2016
	$		$
Net Cash Provided By (Used In) Operating Activities		(256,132)	(12,821	)
Net Cash Used by Investing Activities		—	—
Net Cash Provided By (Used In) Financing Activities		141,000	40,000
CASH AT BEGINNING OF PERIOD		115,738	58,137
CASH AT END OF PERIOD		606	85,316

As of August 31, 2017, we have the following convertible notes outstanding.

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 notes. 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.

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Principal Balance 8/31/2017
Crown Bridge Partners, LLC	3/20/2017	03/20/2018	8%		114,000
JSJ Investments, Inc.	3/27/2017	12/22/2017	8%		125,000
Auctus Fund, LLC	4/4/2017	12/30/2017	8%		145,000
GS Capital Partners, LLC	6/2/2017	6/2/2018	8%		132,000
GS Capital Partners, LLC	7/18/2017	7/18/2018	8%		105,000
JSJ Investments, Inc.	8/3/2017	5/3/2018	8%		60,000
Total				$	681,000

~~The~~We ~~financial~~currently ~~statements~~ have ~~been~~minimal ~~prepared~~cash ~~assuming~~reserves. ~~that~~To date, the Company ~~will~~has ~~continue~~covered asoperating adeficits ~~going~~primarily ~~concern.~~through ~~The~~loans ~~Company~~from ~~has~~the ~~accumulated~~sole ~~deficit~~director, ofand ~~$1,427,971~~third-party ~~since~~loans ~~inception~~which ~~(November~~if ~~28,~~not ~~2012)~~paid with interest are convertible to the ~~period~~Company’s ~~ended~~common ~~February~~stock. 28Accordingly, our ~~2017~~ability ~~and~~to ispursue ~~dependent~~our onplan ~~its~~of ~~ability to~~operations ~~raise~~is ~~capital~~contingent ~~from~~on ~~shareholders~~our orbeing ~~other~~able ~~sources~~ to ~~sustain~~obtain ~~operations.~~funding ~~However,~~for ~~these~~the ~~conditions~~development, ~~raise~~marketing and ~~substantial~~commercialization ~~doubt~~of ~~about the~~our ~~Company's~~products ~~ability~~and toservices. ~~continue~~However, as a ~~going~~result ~~concern.~~of ~~The~~its ~~financial~~lack ~~statements~~of dooperating ~~not~~success, ~~include~~the ~~any~~Company ~~adjustments~~may ~~that~~not be ~~might~~able ~~result from~~to ~~the~~raise ~~outcome~~additional offunding ~~this~~to ~~uncertainty~~cover operating deficits.

16The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $1,941,913 since inception (November 28, 2012) 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~~We ~~Fiscal~~anticipate ~~Quarter~~that ~~Report~~we onmay ~~Internal~~only ~~Control~~generate ~~over~~any ~~Financial~~limited ~~Reporting~~revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next two years to fully realize. There is no assurance we will achieve profitable operations.

~~Our~~Critical ~~management~~Accounting isEstimates ~~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. Management has determined that internal control are not effective.Policies

~~Because~~The preparation of ~~inherent~~financial ~~limitations,~~statements ain ~~system~~conformity with accounting principles generally accepted in the United States of ~~internal~~America requires ~~control~~management ~~over~~to ~~financial~~make ~~reporting~~estimates ~~may~~and ~~not~~assumptions ~~prevent~~that oraffect ~~detect~~the ~~misstatements.~~reported ~~Also, projections~~amounts of ~~any~~assets ~~evaluation~~and liabilities and the disclosure of ~~effectiveness~~contingent toassets ~~future~~and ~~periods~~liabilities ~~are~~of ~~subject~~the todate of the ~~risk~~financial ~~that~~statements ~~controls~~and ~~may~~the ~~become~~reported ~~inadequate~~amounts ~~due~~of revenues and expenses during the reporting period. Note 3 to ~~change~~the inFinancial ~~conditions,~~Statements ordescribes ~~that~~the significant accounting policies and methods used in the ~~degree~~preparation of ~~compliance~~the ~~with~~Financial ~~the~~Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies orare ~~procedures~~impacted ~~may~~significantly ~~deteriorate~~by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

~~Results~~The Company follows ASC 605-10-S99-1, Revenue Recognition, of ~~Operations~~the FASB Accounting Standards Codification for revenue recognition, which has four basic criteria that must be met before revenue is recognized: 1) existence of persuasive evidence that an arrangement exists; 2) delivery has occurred or services have been rendered; 3) the seller’s price to the buyer is fixed and determinable; and 4) collection is reasonably assured.

~~Sales~~12

~~The~~Pre-payment ~~Company~~Policy: ~~had~~All ~~$24,960~~sales into ~~sales~~our ~~for~~customers will be solely on a pre-payment basis. Once the ~~three~~order ~~months~~is ~~ended~~completed ~~February~~and 28payment is received, we ~~2017~~will ~~compared~~place toan ~~$246,119~~order ~~for~~with ~~period~~the ~~ended~~North ~~February~~American ~~29,~~supplier ~~2016~~of disposable baby diapers and arrange shipping directly to our customers. ~~This~~The ~~reduction~~process is ~~due~~expected to ~~inability~~take three weeks to ~~secure~~complete. ~~viable~~The ~~and~~pre-payment ~~less~~will ~~dilutive~~be ~~financing~~recorded toas ~~effectively~~deferred ~~finance~~revenue ~~purchase~~until ~~orders~~the delivery is executed.

~~Sales~~We ~~for~~are subject to various loss contingencies arising in the ~~nine~~ordinary ~~months~~course ~~ended~~of ~~February~~business. We ~~28,~~consider ~~2017~~the islikelihood ~~$140~~of loss or impairment of an asset or the incurrence of a liability,~~113~~ ~~compared~~as well as our ability to ~~$306,419~~reasonably ~~for~~estimate the ~~nine~~amount ~~months~~of ~~ended~~loss ~~February~~in determining ~~29,~~loss ~~2016~~contingencies. An ~~The reduction~~estimated loss contingency is ~~due~~accrued towhen ~~less~~management ~~purchase~~concludes ~~order~~that ~~received~~it ~~from~~is probable that an asset has been impaired or a liability has been incurred and the ~~Company’s~~amount ~~distributors~~of ~~during~~the ~~this~~loss ~~period~~can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

~~Operating~~We ~~Expense~~recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

The total operating expense for the three months ended February 28, 2017 is $79,558 compared to $10,859 for the three months ended February 29, 2016 and $102,542 compared to the nine months ended February 28, 2017. The increase is due to increase in general and administrative expenses relating to product bagging, packaging and consulting.

The total costs of goods for the nine month period ended February 28, 2017 is $106,200 compared to $266,864 for the same nine month period ending February 29, 2016. The reason for the decrease is due to reduction in sales.

Interest Expenses

Total interest expense and loan fees for the nine months ended February 28, 2017 is $53,001 compared to $1,714 interest on loan during the nine month period ended February 29, 2016.

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

AsWe ofhave ~~February~~not ~~29,~~entered ~~2017,~~into weany ~~had no~~ off-balance sheet ~~transactions~~arrangements that have or are reasonably likely to have a current or future ~~effect~~ effect on our financial condition, changes in ~~our~~ financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~The~~Recent ~~Company~~Accounting is working toward the introduction of new products including Diapers with wet indicators, wipes and newer version of pull –ups. The company will introduce better pricing including reduced shipping cost to accommodate larger segment of online customers.Pronouncements

~~The~~In ~~Company~~August ~~continue~~2016, ~~working~~the onFASB ~~several~~issued ~~business~~ASU 2016-15, Statement ~~development~~of ~~projects~~Cash toFlows ~~increase~~(Topic 230), ~~sales~~Classification of Certain Cash Receipts and ~~generate~~Cash ~~revenues,~~Payments. ~~including~~ASU ~~introducing the~~2016-15 ~~Company’s~~provides ~~private~~guidance ~~label~~for ~~brands~~targeted changes with respect to ~~other~~how ~~broad~~cash ~~online~~receipts ~~market~~and ~~platforms~~cash ~~such~~payments asare classified ~~Shopify~~in ~~and~~the ~~Amazon~~statements ~~prime.~~of ~~The~~cash ~~Company will~~flows, ~~continue~~with tothe ~~expand~~objective ~~both~~of ~~manufacturing~~reducing diversity in practice. ASU 2016-15 is effective for interim and ~~distribution~~annual ~~network~~periods beginning after December 15, 2017, with ~~quality~~early ~~manufacturers~~adoption ~~and~~permitted. ~~established~~The ~~distributors~~Company tois in the process ~~enhance~~of ~~regional~~evaluating ~~and~~the ~~global~~impact ~~expansion~~of ~~strategy~~this accounting standard update on its statements of cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

WeEvaluation ~~maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act~~ of ~~1934 (the~~Disclosure ~~"Exchange~~Controls ~~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 28, 2017.Procedures

18We 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, 2017.

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 and lack of formal documentation of accounting policies and procedures.

~~There~~In ~~were~~designing noand ~~changes~~evaluating indisclosure ~~our~~controls ~~internal~~and ~~control~~procedures, ormanagement inrecognizes ~~other~~that ~~factors~~any ~~during~~controls ~~the~~and ~~last~~procedures, ~~fiscal~~no ~~quarter~~matter how ~~covered~~well bydesigned ~~this~~and ~~report~~operated, ~~that~~can ~~have~~provide ~~materially affected~~only reasonable, ornot ~~are~~absolute ~~likely~~assurance toof ~~materially~~achieving ~~affect~~the desired objectives. Also, the ~~Company's~~design ~~internal~~of a control ~~over~~system ~~financial~~must ~~reporting~~reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

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)

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.

~~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 21, 2017	By: /s/ Taiwo Aimasiko
Dated: November 3, 2017	By:	/s/ Taiwo Aimasiko
	~~Taiwo Aimasiko, President and~~	Taiwo Aimasiko, President and
	~~Chief Executive Officer~~	Chief Executive Officer
Dated: April 21, 2017	By: /s/ Taiwo Aimasiko
Dated: November 3, 2017	By:	/s/ Taiwo Aimasiko
	~~Taiwo Aimasiko, Chief Financial Officer~~	Taiwo Aimasiko, Chief Financial Officer

20 15

Filing Compare · Bemax, Inc.