UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August 31~~February 28, ~~2017~~2018

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

Commission File Number 333-197756

BEMAX INC.

(Exact name of registrant as specified in its charter)

Nevada		46-554081
(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

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~October~~April 3110, ~~2017~~2018, the issuer ~~had~~ ~~328~~had 648,~~684~~758,~~069~~013 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I	Financial Information
Item 1.	Financial Statements (unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1116
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1319
Item 4.	Controls and Procedures	1319
PART II	Other Information	1419
Item 1.	Legal Proceedings	1419
Item 1A.	Risk Factors	1419
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1419
Item 3.	Defaults Upon Senior Securities	1419
Item 4.	Mine Safety Disclosures	1420
Item 5.	Other Information	1420
Item 6.	Exhibits	1420
Signatures		1521

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONTENTS

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~~PART ~~INC.~~I – FINANCIAL INFORMATION

ITEM ~~Condensed~~1. ~~Statements~~FINANCIAL ~~of Operations~~STATEMENTS

~~(Unaudited)~~CONTENTS

		For the Three Months Ended August 31,
Condensed Balance Sheets as of February 28, 2018 (unaudited) and May 31, 2017	4
		2017			2016
Condensed Statements of Operations for the Three and Nine Months ended February 28, 2018 and 2017 (unaudited)	5
					(Restated)
Condensed Statements of Cash Flows for the Nine Months ended February 28, 2018 and 2017 (unaudited)	6
Revenue		$	1,642		$	92,122
Notes to the Condensed Financial Statements (unaudited)	7
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.~~3

3BEMAX INC

~~BEMAX INC.~~ Balance Sheets

Condensed Statements of Cash Flows

	February 28, 2018		May 31, 2017
ASSETS	(Unaudited)
Current Assets:
Cash	$	51,323	$	39,386
Prepaid expenses		13,034		44,048
Inventory		194,643		194,320
Total current assets		259,000		277,754

Property and equipment		12,561		14,953
Other assets (Note 5)		705,000		181,000

Total Assets	$	976,561	$	473,707

LIABILITIES AND STOCKHOLERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	107,133	$	12,800
Accrued interest on convertible loans		38,339		6,966
Accruals, related party		58,500		45,000
Derivative liability		577,569		449,975
Convertible loans, net of discount of $181,519 and $237,608, respectively		794,006		192,392
Loan from shareholder		11,438		11,438
Total current liabilities		1,586,985		718,571
Total Liabilities		1,586,985		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
Preferred stock series C, $0.0001 par value, 40,000,000 shares authorized; 40,000,000 and 0 shares issued and outstanding, respectively		4,000		-
Common stock, $0.0001 par value, 1,700,000,000 shares authorized; 486,088,787 and 301,640,836 shares issued and outstanding, respectively		48,610		30,164
Common stock payable		8,000		-
Additional paid-in capital		1,839,038		1,533,092
Accumulated deficit		(2,515,072)		(1,813,120)
Total Stockholders’ Deficit		(610,424)		(244,864)
Total Liabilities and Stockholders’ Equity (Deficit)	$	976,561	$	473,707

~~(Unaudited)~~The accompanying notes are an integral part of these unaudited condensed financial statements.

	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. Condensed Statements of Operations (Unaudited)
	For the Three Months Ended February 28,						For the Nine Months Ended February 28,
	2018			2017			2018			2017
				(Restated)						(Restated)
Revenues	$	102,090		$	24,960		$	104,815		$	140,113
Cost of goods sold		97,000			163,020			98,510			279,197
Gross margin		5,090			(138,060	)		6,305			(139,084	)

Operating Expenses:
Consulting fees		5,001			—			53,001			—
Professional fees		2,925			9,200			31,713			18,600
Management fees		1,500			1,500			4,500			4,500
General and administrative		46,786			68,858			132,997			79,442
Total Operating Expenses		56,212			79,558			222,211			102,542

Income (loss) from operations		(51,122	)		(217,618	)		(215,906	)		(241,626	)

Other Income (Expense):
Interest expense and loan fees		(19,704	)		(3,712	)		(45,125	)		(53,001	)
Interest expense discount		(206,376	)		(134,032	)		(485,763	)		(296,400	)
Penalty expense		(15,000	)		—			(15,000	)		—
Change in fair value of derivative liability		538,825			(715,358	)		367,781			(331,436	)
Loss on settlement of convertible debt		—			—			(23,925	)		—
Loss of issuance on convertible debt		(92,098	)		—			(284,014	)		(284,091	)
Total other income (expense)		205,647			(853,102	)		(486,046	)		(964,928	)
Net income (loss)	$	154,525		$	(1,070,720	)	$	(701,952	)	$	(1,206,554	)
Basic loss per share	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted loss per share	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding – basic		410,004,747			347,475,778			345,210,117			288,045,808

Weighted average number of shares outstanding -- diluted		1,905,322,209			347,475,778			345,210,117			288,045,808
The accompanying notes are an integral part of these unaudited condensed financial statements.

BEMAX INC.

BEMAX INC. Condensed Statements of Cash Flows (Unaudited)
		For the Nine Months Ended February 28,
		2018		2017
				(Restated)
CASH FLOW FROM OPERATING ACTIVITES:
Net loss	$	(701,952)	$	(1,206,554)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense		2,392		-
Change in fair value of derivative		(367,781)		(331,436)
Loss on issuance of convertible debt		284,014		284,091
Loss on settlement of convertible debt		23,925		-
Penalty expense		15,000		-
Impairment expense		-		157,279
Amortization of debt discount		485,763		296,400
Stock based compensation		15,025		75,000
Changes in Operating Assets and Liabilities:
Prepaids		25,589		(56,250)
Inventory		(323)		(145,007)
Other assets		(524,000)		-
Accounts payable		94,333		-
Accrued interest on convertible loans		43,552		(6,027)
Accruals – related party		13,500		-
Net Cash Used in Operating Activities		(590,963)		(269,632)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible loans		648,900		181,000
Repayment of convertible loan		(46,000)		(40,000)
Loan from shareholder and related party		-		13,500
Net Cash Provided by Financing Activities		602,900		154,500

NET INCREASE (DECREASE) IN CASH		11,937		(115,132)
CASH AT BEGINNING OF PERIOD		39,386		115,738
CASH AT END OF PERIOD	$	51,323	$	606

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest	$	17,470	$	22,272
Income Taxes	$	-	$	-

Non-cash transactions:
Common stock issued for convertible debt	$	104,676	$	302,750
Common stock issued for prepaid services	$	21,946	$	-

~~Notes~~The toaccompanying ~~the~~notes ~~Financial~~are ~~Statements~~an integral part of these unaudited condensed financial statements.

~~August 31, 2017~~ 6

~~(Unaudited)~~BEMAX INC.

~~NOTE 1~~Notes –to ~~ORGANIZATION~~the ~~AND~~Financial ~~DESCRIPTION OF BUSINESS~~Statements

~~BEMAX INC.~~February ~~(“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.~~2018

~~NOTE 2 - GOING CONCERN~~(Unaudited)

~~The accompanying~~NOTE 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. The Company has had minimal revenue and has an accumulated a deficit of $1~~,941,913~~ as– ofORGANIZATION ~~August~~AND ~~31,~~DESCRIPTION ~~2017.~~OF 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 attainment of profitable operations 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, loans 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.BUSINESS

~~NOTE~~BEMAX INC. (“The Company”) 3was -incorporated ~~SUMMARY~~in OFthe ~~SIGNIFICANT~~State ~~ACCOUNTING~~of ~~POLICIES~~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.

~~Basis of~~NOTE ~~Presentation~~2 - GOING CONCERN

The ~~Company’s~~ accompanying unaudited ~~condensed~~ financial statements have been prepared inon ~~accordance~~a ~~with~~going ~~accounting~~concern ~~principles~~basis, ~~generally accepted~~which incontemplates the ~~United~~realization ~~States~~ of ~~America~~assets ~~(“U.S.~~and ~~GAAP”).~~the ~~The~~satisfaction ~~preparation~~ of ~~financial statements~~ liabilities in ~~conformity~~the ~~with accounting~~normal ~~principles~~course ~~generally~~of ~~accepted~~business. inThe ~~the~~Company ~~United~~has ~~States~~had ofminimal ~~America~~revenue ~~requires~~and ~~management~~has toan ~~make~~accumulated ~~estimates~~a ~~and~~deficit ~~assumptions that~~of ~~affect~~$2,515,072 ~~the~~as ~~reported~~of ~~amounts~~February 28, of2018. ~~assets~~The ~~and~~Company ~~liabilities~~requires ~~and~~capital ~~disclosure~~for ofits ~~contingent~~contemplated ~~assets~~operational and ~~liabilities~~marketing atactivities. ~~the~~The ~~date~~obtainment of additional financing, the ~~financial~~successful ~~statements~~development ~~and~~of the ~~reported~~Company’s ~~amounts~~contemplated plan of ~~revenues~~operations, and ~~expenses~~its ~~during~~transition, ultimately, to the ~~reporting~~attainment ~~period.~~of ~~Actual~~profitable ~~results~~operations ~~may~~are ~~differ from~~necessary ~~those~~for ~~estimates.~~the ~~The~~Company ~~accompanying~~to ~~unaudited~~continue ~~condensed~~operations. ~~financial~~These ~~statements~~conditions ~~reflect~~and ~~all~~the ~~adjustments,~~ability to ~~consisting~~successfully ofresolve ~~only~~these ~~normal recurring~~factors ~~items,~~raise ~~which,~~substantial indoubt about the ~~opinion~~Company’s ofability ~~management,~~to ~~are~~continue ~~necessary~~as ~~for~~a going concern. The ability to continue as a ~~fair~~going ~~statement~~concern ofis dependent upon the ~~results~~Company ofgenerating profitable operations ~~for~~in the future, loans ~~periods~~from ~~shown~~officers/directors and/or ~~are~~private ~~not~~placement ~~necessarily indicative~~ of ~~the~~common ~~results~~stock. toObtaining bethe ~~expected~~necessary ~~for~~financing ~~the~~to ~~full~~meet ~~year~~its ~~ending~~obligations ~~May~~and repay ~~31,~~its ~~2018.~~liabilities ~~These~~arising ~~unaudited condensed~~from ~~financial~~normal ~~statements~~business ~~should~~operations bewhen ~~read~~they income ~~conjunction~~due. ~~with~~The ~~the~~unaudited financial statements ~~and~~of ~~related~~the ~~notes~~Company do ~~included~~not ininclude ~~the~~any ~~Company’s Annual~~adjustments ~~Report~~that onmay ~~Form 10-K~~result ~~for~~from the ~~year~~outcome ~~ended~~of ~~May 31,~~these ~~2017~~uncertainties.

~~Use of~~NOTE ~~Estimates~~3 ~~and~~- ~~Assumptions~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The preparation~~Basis 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.Presentation

~~Inventory~~The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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 Report on Form 10-K for the year ended May 31, 2017.

~~The Company’s~~Use ~~inventory consists~~ of finished goods ready for resale. Inventories are stated at the lower of cost or market. Cost is principally determined using the last-in, first-out (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.Estimates

5The 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.

~~Derivative Financial Instruments~~Inventory

~~Derivative liabilities~~The 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~~inventory ~~provides for the issuance~~ consists of ~~shares~~finished ofgoods ~~common~~ready ~~stock at the election of the holders and the number of shares is subject to adjustment~~ for aresale. ~~decline~~Inventories inare ~~the~~stated ~~price~~at of the ~~Company’s~~lower ~~common stock, the Company determined that the embedded conversion option met the criteria~~ of acost ~~derivative~~or ~~liability~~market. ~~The~~Cost ~~estimated~~is ~~fair~~principally ~~value of the embedded conversion feature of debt classified as derivative liabilities are~~ determined using the ~~Black~~last-~~Scholes~~in, ~~option~~first-out ~~pricing~~(LIFO) ~~model~~method. The ~~model~~company ~~utilizes~~periodically ~~Level~~reviews ~~3 unobservable inputs to calculate~~ the ~~fair~~ value of ~~the~~items ~~derivative liabilities at each reporting period. The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result~~ in ~~minimal~~inventory ~~differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period,~~ and ~~the~~provides ~~corresponding non~~write-~~cash gain~~ downs or 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 period the embedded conversion feature is rewrite-~~valued~~offs ~~and adjusted through the caption “change in fair value~~ of ~~derivative~~inventory ~~liabilities”~~based on ~~the~~its ~~statements~~assessment of ~~operations~~market conditions.

~~Fair value~~Derivative ofFinancial ~~financial instruments~~Instruments

~~The~~Derivative liabilities are recognized ~~Company~~in ~~follows~~the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ~~825~~Topic 815-1015 – Derivatives and Hedging – Embedded Derivatives (“ASC 815-5015”). Pursuant to ASC Topic 815-~~10,~~15 ~~Financial Instruments—Overall—Disclosure,~~an ~~for~~evaluation ~~disclosures~~of ~~about~~the ~~fair~~embedded ~~value~~conversion feature of ~~our~~convertible ~~financial~~debt ~~instruments~~is ~~and~~evaluated ~~ASC~~to ~~820-10-35-37, Fair~~determine ~~Value~~if ~~Measurement—Overall—Subsequent~~the ~~Measure—Fair~~bifurcated ~~Value~~debt ~~Hierarchy,~~conversion feature is required to ~~measure~~be ~~the~~classified ~~fair~~as ~~value~~a ofderivative ~~our~~liability. ~~financial~~Since ~~instruments.~~the ~~ASC~~terms ~~820-10-35-37~~of ~~establishes~~the aembedded ~~framework~~conversion ~~for~~features ~~measuring~~of ~~fair~~the ~~value~~Company’s ~~GAAP~~convertible ~~and~~debt ~~expands~~provides ~~disclosures~~for ~~about~~the issuance ~~fair~~of ~~value~~shares ~~measurements.~~of Tocommon ~~increase~~stock ~~consistency~~at ~~and~~the ~~comparability~~election inof ~~fair~~the ~~value~~holders ~~measurements~~ and ~~related~~the ~~disclosures,~~number ~~ASC~~of ~~820-10-35-37 establishes~~shares is subject to adjustment for a ~~fair~~decline ~~value~~in ~~hierarchy~~the price ~~that~~of ~~prioritizes~~the Company’s common stock, the ~~inputs~~Company todetermined ~~valuation~~that ~~techniques~~the ~~used~~embedded toconversion ~~measure~~option ~~fair~~met ~~value~~the ~~into~~criteria ~~three~~of ~~broad~~a derivative ~~levels~~liability. The estimated fair value ~~hierarchy~~of ~~gives~~ the ~~highest~~embedded ~~priority~~conversion tofeature ~~quoted~~of ~~prices~~debt ~~(unadjusted)~~classified inas ~~active~~derivative ~~markets~~liabilities ~~for~~are ~~identical assets~~determined orusing ~~liabilities~~the ~~and~~Black-Scholes ~~the~~option ~~lowest~~pricing ~~priority~~model. toThe model utilizes Level 3 unobservable inputs. ~~The~~to ~~three~~calculate ~~levels~~the of fair value ~~hierarchy~~of ~~defined~~the derivative byliabilities ~~ASC~~at ~~820-10-35-37 are~~each ~~described~~reporting ~~below:~~period. The Company determined that using an alternative valuation model

~~● Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~7

●such ~~Level~~as 2:a ~~Pricing~~Binomial-Lattice ~~inputs~~model ~~other~~would result ~~than~~in ~~quoted~~minimal ~~prices~~differences. inThe ~~active~~fair ~~markets~~value ~~included~~of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in ~~Level~~fair 1value at each reporting period, ~~which~~and ~~are~~the ~~either~~corresponding ~~directly~~non-cash gain or ~~indirectly~~loss ~~observable~~is recorded as other income or expense in the statement of operations. As of February 28, 2018, and May 31, 2017, the embedded conversion feature of $577,569 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.

●Fair ~~Level~~value 3:of ~~Pricing~~financial ~~inputs that are generally unobservable inputs and not corroborated by market data.~~instruments

The Company follows Financial Accounting ~~following~~Standards ~~table~~Board ~~classifies~~(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 ~~Company’s~~fair ~~liabilities~~value ~~measured~~of atour financial instruments. ASC 820-10-35-37 establishes a framework for measuring fair value onGAAP 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 ~~recurring~~fair ~~basis~~value ~~into~~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 asto 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 ASC 820-10-35-37 are described below:

~~August 31,~~● ~~2017~~Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Description		Level 1				Level 2				Level 3
Derivative		$	-			$	-			$	408,064

●

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.

~~May 31,~~● ~~2017~~Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

Description		Level 1				Level 2				Level 3
Derivative		$	-			$	-			$	449,975

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

~~Revenue Recognition~~February 28, 2018:

The 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.

Description	Level 1		Level 2		Level 3
Embedded Derivative Liability	$	-	$	-	$	577,569

~~Pre-payment Policy:~~May ~~All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received~~31, 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.2017:

Reclassifications

Description	Level 1		Level 2		Level 3
Embedded Derivative Liability	$	-	$	-	$	449,975

~~Certain reclassifications~~Revenue ~~have been made to the prior year financial information to conform to the presentation used in the unaudited financial statements for the three months ended August 31, 2017.~~Recognition

6The 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.

~~Recent~~Pre-payment Policy: All sales to our ~~Accounting~~customers ~~Pronouncements~~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.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows.Reclassifications

~~In February~~Certain ~~2016,~~reclassifications ~~the~~have ~~FASB~~been made ~~issued~~to ~~ASU~~the ~~2016-02,~~prior ~~Leases~~year ~~(Topic 842).~~financial ~~ASU~~information ~~2016-02~~to ~~requires~~conform ~~lessees~~ to ~~recognize~~the ~~lease~~presentation ~~assets~~used ~~and lease~~in ~~liabilities on~~ the ~~balance~~unaudited ~~sheet~~financial ~~and~~statements ~~requires~~for ~~expanded disclosures about leasing arrangements. ASU 2016-02 is effective~~the ~~for~~nine ~~fiscal~~months ~~years~~ended ~~beginning~~February ~~after December 15~~28, 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 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.8

~~NOTE 4—PROPERTY~~Recent ~~AND~~Accounting ~~EQUIPMENT~~Pronouncements

~~Furniture,~~The Company does not expect the adoption ~~fixtures,~~of ~~and~~recently ~~equipment,~~issued ~~stated~~accounting atpronouncements ~~cost,~~to ~~less~~have ~~accumulated~~any ~~depreciation~~significant ~~consisted~~impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the ~~following~~Company ~~at:~~will adopt those that are applicable under the circumstances.

	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

NOTE 4—PROPERTY AND EQUIPMENT

~~Depreciation~~Furniture, fixtures, and equipment, ~~Expense~~stated at cost, less accumulated depreciation consisted of the following at:

Depreciation expense for the three months ended August 31, 2017 and 2016, was $546 and $0, respectively.

	February 28, 2018		February 28, 2017
Computer equipment	$		$	500
Vehicle		15,225
Less: accumulated depreciation		(2,664)		(500)
Fixed assets, net	$	12,561	$	-

~~NOTE 5~~Depreciation ~~– OTHER ASSETS~~Expense

~~On March~~Depreciation ~~27,~~expense ~~2017,~~for the ~~Company~~nine ~~entered into an Option to obtain a Property Lease Agreement (“the lease”) with Simfox~~months ~~Enterprises~~ended ~~aka~~February ~~Achievers Nursery School. This is a development property situated in Lagos~~28, ~~Nigeria.~~2018 ~~The lease is for 30 years with 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,~~was ~~the Company has paid the full~~ $~~300~~2,~~000. In~~392 ~~addition,~~and ~~the Company has agreed, subject to the signing of the Definitive Document, to pay Simfox Enterprises, a~~ $~~390~~0,~~000 refundable~~ ~~good faith deposit, of which $36,000 has been paid~~respectively. ~~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.~~

~~The Company~~NOTE ~~intends~~5 to– ~~develop~~OTHER ~~the property for its intended purpose over a two to five-year period, as mutually agreed upon. The option payment of $300,000 will be amortized over this period once development begins.~~ASSETS

~~NOTE~~On March 27, 2017, the Company entered 6into 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 with two successive five-year ~~RELATED~~extensions at ~~PARTY~~the ~~TRANSACTIONS~~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 February 28, 2018, 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 $390,000 has been paid. The definitive document is currently under negotiation. The deposit 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.

The ~~President~~ ~~of the~~ Company ~~provides~~intends ~~management services and office premises~~ to ~~the~~develop ~~Company for a fee of $1,500 per month,~~ the ~~right~~ toproperty ~~which~~for ~~the~~its ~~President~~intended ~~has~~purpose ~~agreed~~over toa ~~assign~~two to ~~the~~five-year ~~Company~~period, ~~until such a time~~ as ~~the~~mutually ~~Company~~agreed ~~closes on an equity or debt financing of not less than $750,000~~upon. The ~~assigned~~option ~~rights~~payment ~~are~~of ~~valued at~~ $1300,000 ~~per month for rent and $500 for executive compensation. As~~will ofbe ~~August~~amortized ~~31,~~over ~~2017~~this ~~and~~period ~~May~~once ~~31,~~development ~~2017, there is $49,500 and $45,000, respectively, accrued for these fees~~begins.

~~As of~~NOTE ~~August~~6 ~~31,~~- ~~2017,~~RELATED ~~and~~PARTY May 31, 2017, there are loans from the majority shareholder of $11,438 and $11,438, respectively. These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and non-interest bearing.TRANSACTIONS

7The President of the Company provides management services 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. As of February 28, 2018, and May 31, 2017, there is $58,500 and $45,000, respectively, accrued for these fees.

~~NOTE~~As of February 28, 2018, and May 31, 72017, -there ~~STOCKHOLDERS’~~are ~~EQUITY~~loans from the majority shareholder of $11,438 and $11,438, respectively. These loans were made in order to assist in meeting general and administrative expenses. These advances are unsecured, due on demand and non-interest bearing.

On December 5, 2016, the Company issued 7,500,000 shares of common stock per the terms of a one-year consulting agreement. The shares were valued at $0.01 per share for total non-cash expense of $75,000. The expense is being amortized over the term of the agreement. As of May 31, 2017, $37,500 has been debited to consulting expense.9

~~On January~~NOTE ~~24,~~7 ~~2017,~~- ~~the~~STOCKHOLDERS’ ~~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.~~EQUITY

On ~~May~~ 18December 5, ~~2017~~2016, the Company ~~amended~~issued 7,500,000 ~~its~~shares ~~Articles~~ of ~~Incorporation~~common ~~increasing~~stock per the ~~authorized~~terms ~~issue~~ of ~~common~~a ~~stock~~one-year ~~from~~consulting ~~500,000,000~~agreement. The shares were valued at $0.01 per share for tototal ~~850~~non-cash expense of $75,000~~,000~~. The ~~par~~expense ~~value~~was ~~remains~~being amortized over the ~~same~~term atof $0the agreement.~~0001~~ ~~per~~As ~~share~~of February 28, 2018, the full $75,000 has been debited to consulting expense.

~~During the~~On ~~year~~January ~~ended May 31~~24, 2017, the Company ~~converted~~allowed Taiwo ~~$318~~Aimasiko,~~631~~ ofits ~~principal~~CEO ~~and~~to ~~accrued~~retire ~~interest into 185~~150,~~348~~000,~~336~~000 shares of common stock. ~~All~~in ~~conversions~~exchange ~~were~~for ~~completed~~50,000,000 ~~pursuant~~Series toB ~~the~~preferred ~~terms of their respective convertible promissory notes~~shares. ~~No gains or losses were recognized as a result of the conversions.~~

~~NOTE~~On October 24, 2017, the Company amended 8its –Articles ~~PREFERRED~~of ~~STOCK~~Incorporation increasing the authorized issue of common stock from 850,000,000 to 950,000,000. The par value remains the same at $0.0001 per share.

~~On January~~During ~~23, 2017,~~ the ~~Board~~year ofended ~~Directors~~May ~~designated~~31, a2017, various ~~series~~note ofholders ~~preferred~~converted ~~stock~~$318,631 ~~titled~~of ~~Series~~principal Band ~~Preferred~~accrued ~~Stock~~interest ~~consisting~~into ~~of 50~~185,~~000~~348,~~000~~336 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~~All ~~share~~conversions were ofcompleted ~~preferred~~pursuant ~~stock~~to ~~can~~the beterms ~~converted into three shares~~ of ~~common~~their ~~stock~~respective atconvertible ~~any~~promissory ~~time after a one-year anniversary~~notes. ~~Holders~~No ~~are~~gains ~~entitled~~or tolosses ~~dividends,~~were ifrecognized ~~declared,~~as ~~equivalent to if they~~a ~~had~~result ~~converted~~of tothe ~~common stock~~conversions. ~~The Series B preferred stock have no liquidation rights.~~

On January 248, ~~2017~~2018, the ~~Company~~Board ~~allowed~~of ~~Taiwo~~Directors consented ~~Aimasiko, its CEO~~ to ~~retire~~increase ~~150,000,000~~the ~~shares~~Company’s ofauthorized common ~~stock~~shares into ~~exchange~~1,700,000,000 ~~for~~from 50950,000,000 ~~Series~~, Bpar ~~preferred~~value ~~shares~~to remain at $0. 0001.

~~NOTE~~On January 10, the Company’s 9Board -of ~~CONVERTIBLE~~Directors ~~LOANS~~approved the retirement of 40,000,000 common shares owned by the Company’s CEO, Taiwo Aimasiko, in exchange for 40,000,000 Series C Preferred Shares, effectively reducing the Company’s total common shares issued and outstanding by 9.3%.

~~On December~~During ~~28, 2016,~~ the ~~Company~~nine ~~issued~~months aended ~~Convertible~~February 28, ~~Promissory Note in favor of Crown Bridge Partners~~2018, ~~LLC. The principal amount of~~ the ~~loan~~Company isconverted $46104,~~000~~675 ~~with~~and ~~an original issue discount of~~ $614,~~000~~039 ~~and carries an interest rate~~ of 8%principal ~~per annum. It becomes due~~ and ~~payable with accrued~~ interest ~~on December 28~~, ~~2017. Crown Bridge Partners~~respectively, ~~LLC. has the option to convert the Note plus accrued interest~~ into ~~common shares of the Company~~219, ~~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~~447,951 ~~2017,~~shares ~~the Company repaid the $46,000~~ of ~~principal,~~common ~~$1,575 of accrued interest and a $23,925 early payment penalty~~stock. 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~~ 20October 10, 2017, the Company ~~issued~~executed an aAgreement ~~Convertible~~for ~~Promissory~~IR ~~Note~~Services. inThe ~~favor~~agreement ofis ~~Crown~~for ~~Bridge~~six ~~Partners,~~months ~~LLC.~~and ~~The~~requires ~~principal~~a ~~amount~~ fee of ~~the~~10 ~~loan~~million isshares ~~$114~~of common stock. The first 5,000,000 ~~with~~shares anof ~~original~~common ~~issue~~stock ~~discount~~are required upon the execution of ~~$14,000~~the agreement and ~~carries~~were angranted ~~interest~~by ~~rate~~the Board of 8%Directors ~~per~~on October ~~annum~~10, 2017. ItThe ~~becomes~~next 2.5 million shares are due ~~and~~ ~~payable~~in ~~with~~thirty ~~accrued~~days ~~interest~~and onthe ~~March~~remaining 202.5 million, ~~2018~~thirty days after that. ~~Crown~~The Company ~~Bridge~~issued ~~Partners~~the 5,000,000 ~~LLC~~shares valued at $0.0023 ~~has~~per ~~the~~share ~~option~~for tototal ~~convert~~non-cash ~~the~~expense ~~Note~~of ~~plus~~$11,500. ~~accrued~~On November 10, 2017, the ~~interest~~Company ~~into~~issued ~~common~~another 2,500,000 shares of common stock valued at $0.0022 per share for total non-cash expense of $5,500. On December 10, 2017, the Company, ~~after~~issued ~~180~~the ~~days.~~last ~~The~~2,500,000 ~~conversion~~shares ~~rate~~of ~~will~~common bestock valued at a$0.001 ~~discount~~per ofshare ~~43%~~for ~~applied~~total tonon-cash ~~the~~expense ~~lowest~~of ~~trading~~$2,500. ~~price~~All ~~for~~expense ~~ten~~is ~~days~~being ~~prior~~amortized toover the ~~actual~~remaining ~~date~~term of ~~conversion~~the agreement. ~~The~~As ~~Company~~of ~~cannot~~February ~~prepay~~28, ~~any~~2018, ~~amount~~$15,025 ~~outstanding~~has ~~after~~been ~~180~~debited ~~days~~to consulting expense. As of ~~August~~February 3128, ~~2017~~2018, $65,~~150~~000,000 of the ~~debt~~shares ~~discount~~have ~~has~~not yet been ~~amortized~~issued by the transfer agent; therefore, they have been credited to ~~interest~~the ~~expense~~stock payable account.

~~On March~~NOTE 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.~~PREFERRED 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.STOCK

8On 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 ~~April~~ 4October 24, 2017, the Company ~~issued~~amended its aArticles ~~Convertible Promissory Note in favor~~ of ~~Auctus,~~Incorporation ~~Fund,~~increasing ~~LLC. The principal amount of~~ the ~~loan is~~authorized ~~$145,000 with an original~~ issue ~~discount~~ of ~~$15,000~~preferred ~~and~~stock ~~carries~~from ~~an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 22~~50, ~~2017. Auctus Fund~~000,000 ~~LLC. has the option~~ to ~~convert the Note plus accrued interest into common shares of the Company~~100, ~~at any time~~000,000. The ~~conversion~~par 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~~remains ~~and a corresponding debt discount of $145,000 to be amortized utilizing~~ the ~~interest~~same ~~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~~0.0001 Inper ~~addition, $80,918 of the debt discount has been amortized to interest expense~~share.

On ~~August~~ 3January 24, 2017, the Company ~~issued~~allowed Taiwo ~~a Convertible Promissory Note in favor of JSJ Investments~~Aimasiko, ~~Inc.~~its ~~The~~CEO ~~principal~~to ~~amount~~retire ~~of the loan is $60~~150,000 ~~with an original issue discount of $5~~,000 ~~and~~shares ~~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~~ ofstock ~~the~~in ~~Company~~exchange ~~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 $7350,~~676 based on the Black Scholes Merton pricing model and a corresponding debt discount of $60~~000,000 toSeries beB ~~amortized~~preferred ~~utilizing the interest method of accretion over the term of the note~~shares. 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~~ 2January 8, ~~2017~~2018, the Company ~~issued~~amended and arestated ~~Convertible~~its ~~Promissory~~Articles ~~Note in favor~~ of GSIncorporation ~~Capital~~to ~~Partners~~designate 40,000,000 ~~LLC. The principal amount~~ of the ~~loan~~ ~~is $132~~100,000,000 ~~with~~shares anof ~~original~~Preferred ~~issue~~Stock ~~discount~~as ofSeries ~~$6,600~~C ~~and~~Preferred Stock. ~~carries~~Each anshare ~~interest rate~~ of 8%Series ~~per~~C ~~annum.~~preferred Itstock ~~becomes~~has ~~due~~voting ~~and~~rights ~~payable with~~of ~~accrued~~40 ~~interest~~votes onper ~~June 2~~share, ~~2018.~~and GSwill ~~Capital~~vote ~~Partners,~~alongside ~~LLC. has~~ the ~~option~~common tostock, not ~~convert~~as ~~the~~a ~~Note~~separate ~~plus~~class. ~~accrued~~Each ~~interest~~share ~~into common shares~~ of ~~the~~preferred ~~Company,~~stock ~~after~~can ~~180 days. The conversion rate will~~ be atconverted ainto ~~discount~~one share of ~~36%~~common ~~applied~~stock toat ~~the~~any ~~lowest~~time ~~bid~~after ~~price~~a one-year ~~for~~anniversary. ~~ten~~Holders ~~days~~are ~~prior~~entitled to ~~the~~dividends, ~~actual~~if ~~date~~declared, ofequivalent ~~conversion.~~to Asif ofthey ~~August~~had ~~31,~~converted ~~2017,~~to ~~$1,627~~common ofstock. ~~the~~The ~~debt~~Series ~~discount~~C preferred ~~has~~stock ~~been~~have ~~amortized~~no ~~to interest~~liquidation ~~expense~~rights.

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.10

AOn January 10, 2018, the Company allowed ~~summary~~Taiwo ofAimasiko, ~~outstanding~~its ~~convertible~~CEO ~~notes~~to asretire 40,000,000 shares of ~~August~~common ~~31,~~stock ~~2017~~in ~~and~~exchange ~~May~~for 3140,000,000 ~~2017~~Series isC aspreferred ~~follows:~~shares.

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

NOTE 9 - CONVERTIBLE LOANS

~~During~~ On December 28, 2016, the ~~year~~Company ~~ended~~issued a ~~May~~Convertible ~~31,~~Promissory ~~2017~~Note in favor of Crown Bridge Partners, LLC. The principal amount of the ~~Company~~loan ~~converted~~is $~~318~~46,~~631~~000 with an original issue discount of ~~principal~~ $6,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest ~~into~~on ~~185~~December 28,~~348~~ 2017. Crown Bridge Partners,~~336~~ LLC. has the option to convert the Note plus accrued interest into common shares of the Company, ~~common~~after ~~stock~~180 days. ~~There~~The ~~were~~conversion norate ~~conversions~~will be at a discount of 45% applied to the lowest trading price for fifteen days prior to the ~~three~~actual ~~months~~date ~~ended~~of ~~August~~conversion. 31On 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.

9On 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 bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $170,236 based on the Black Scholes Merton pricing model and a corresponding debt discount of $114,000 to be amortized utilizing the interest method of accretion over the term of the note. During the nine months ended February 28, 2018, the Company converted $12,380 of principal into 15,000,000 shares of common stock. As of February 28, 2018, the Company fair valued the derivative at $104,810. In addition, $110,921 of the debt discount has been amortized to interest expense.

AOn March 27, 2017, the Company issued ~~summary~~a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the ~~activity~~loan is $125,000 with an original issue discount of $9,250 and carried an interest rate of 8% per annum. Upon default the interest rate has increased to 12%. 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 average of 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. ~~for~~The Company recorded the ~~notes~~derivative ~~above~~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 February 28, 2018, the Company converted $42,374 of principal into 41,953,384 shares of common stock. As of February 28, 2018, the Company fair valued the derivative at $79,047. In addition, $125,000 of the debt discount has been amortized to interest expense. This note is ascurrently ~~follows:~~in default.

Balance at May 31, 2016	$	351,041
Increase to derivative due to new issuances		896,686
Decrease due to debt settlement		(1,117,070	)
Derivative loss due to mark to market adjustment		319,318
Balance at May 31, 2017		449,975
Increase to derivative due to new issuances		73,676
Decrease due to debt settlement		-
Derivative loss (gain) to mark to market adjustment		(115,587	)
Balance at August 31, 2017	$	408,064

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. During the nine months ended February 28, 2018, the Company converted $17,621 and $12,365 of principal and interest, respectively into 90,275,800 shares of common stock. As of February 28, 2018, the Company fair valued the derivative at $81,727. In addition, $145,000 of the debt discount has been amortized to interest expense. This note is currently in default and has incurred a $15,000 penalty that has been added to the principal amount due.

AOn August 3, 2017, the Company issued ~~summary~~a Convertible Promissory Note in favor of ~~quantitative~~JSJ ~~information~~Investments, ~~about~~Inc. ~~significant~~The ~~unobservable~~principal ~~inputs~~amount ~~(Level~~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, ~~inputs)~~2018. JSJ ~~used~~Investments, inInc. ~~measuring~~has the option to convert the Note plus accrued interest into common shares of the Company’s at any time. ~~derivative~~The ~~liabilities~~conversion ~~that~~rate ~~are~~will ~~categorized~~be ~~within~~at ~~Level~~a 3discount of 40% applied to the ~~fair~~average ~~value~~of ~~hierarchy~~the three lowest trading prices for ten days prior to the ~~three~~actual ~~months~~date ~~ended~~of ~~August~~conversion. 31The 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 ~~2017~~based on the Black Scholes Merton pricing model and isa ascorresponding ~~follows:~~debt discount of $60,000 to be amortized

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

~~The~~utilizing the interest method of accretion ~~development~~over ~~and~~the ~~determination~~term of the ~~unobservable~~note. ~~inputs~~As ~~for~~of ~~Level~~February 328, 2018, the Company fair ~~value~~valued ~~measurements~~the ~~and~~derivative ~~fair~~at ~~value~~$57,402. ~~calculations~~In ~~are~~addition, $45,954 of the ~~responsibility~~debt ofdiscount ~~the~~has ~~Company’s~~been ~~management~~amortized to interest expense.

~~NOTE~~On June 2, 2017, the Company issued 10a –Convertible ~~CORRECTION~~Promissory OFNote ~~ERRORS~~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 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 $172,690 based on the Black Scholes Merton pricing model and a corresponding debt discount of $132,000 to be amortized utilizing the interest method of accretion over the term of the note. During the nine months ended February 28, 2018, the Company converted $32,300 and $1,673 of principal and interest, respectively into 72,218,767 shares of common stock. As of February 28, 2018, the Company fair valued the derivative at $92,291. In addition, $67,303 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 ~~Company~~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 ~~discovered~~the ~~that~~option ~~there~~to ~~were~~convert ~~errors~~the inNote ~~prior~~plus ~~periods~~accrued ~~regarding~~interest ~~revenue~~into common shares of the Company, after ~~expense~~180 days. The conversion rate will be at a discount of 36% 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 ~~recognition~~liability. ~~for~~The ~~derivatives~~Company ~~related~~recorded the derivative liability at its fair value of $192,097 based on the Black Scholes Merton pricing model and a corresponding debt discount of $105,000 to be amortized utilizing the ~~embedded~~interest ~~conversion~~method ~~features~~of accretion over the term of ~~convertible~~the ~~notes~~note. As aof ~~result~~February 28, 2018, the ~~prior~~Company ~~periods~~fair invalued ~~these~~the ~~financial~~derivative ~~statements have~~at $116,078. In addition, $28,123 of the debt discount has been ~~restated~~amortized to interest expense.

~~NOTE~~On October 19, 2017, the Company issued 11a -Convertible ~~SUBSEQUENT~~Promissory ~~EVENTS~~Note in favor of Einstein Investments. The principal amount of the loan is $36,200 with an original issue discount of $5,200 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on July 19, 2018. Einstein Investments 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 43% applied to the lowest trading price for 15 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 $86,715 based on the Black Scholes Merton pricing model and a corresponding debt discount of $36,200 to be amortized utilizing the interest method of accretion over the term of the note. As of February 28, 2018, the Company fair valued the derivative at $46,215. In addition, $20,869 of the debt discount has been amortized to interest expense.

InOn October 26, 2017, the Company issued ~~accordance~~a ~~with~~Convertible ~~ASC~~Promissory ~~855-10~~Note in favor of GS Capital Partners, ~~Subsequent~~LLC. ~~Events~~The principal amount of the loan is $125,000 wewith ~~have~~an ~~analyzed~~original issue ~~our~~discount ~~operations~~of ~~subsequent~~$6,250 toand ~~August~~carries 31an interest rate of 8% per annum. It becomes due and payable with accrued interest on October 26, ~~2017~~2018. GS Capital Partners, ~~through~~LLC. has the ~~date~~ option to convert the ~~unaudited~~Note ~~financial~~plus ~~statements~~accrued ~~were~~interest ~~available~~into tocommon beshares ~~issued~~of the Company, after ~~and~~180 ~~have~~days. ~~determined~~The ~~that~~conversion werate dowill ~~not~~be ~~have~~at ~~any~~a ~~material~~discount ~~subsequent events~~of 36% applied to ~~disclose~~the inlowest ~~these~~trading ~~unaudited~~price ~~financial~~for ~~statements~~ten ~~other~~days ~~than~~prior to the actual ~~following~~date of conversion. As of February 28, 2018, $2,084 of the debt discount has been amortized to interest expense.

On January 10, 2018, the Company issued ~~September~~a 29Convertible Promissory Note in favor of GS Capital Partners, ~~2017~~LLC. The principal amount of the loan is $105,000 ~~JSJ~~with ~~Investments~~an ~~converted~~original issue discount of $155,000 and carries an interest rate of ~~principle~~8% ~~into~~per 6annum. It becomes due and payable with accrued interest on January 10,~~666~~ 2019. GS Capital Partners,~~666~~ LLC. has the option to convert the Note plus accrued interest into common shares of ~~common~~the ~~stock~~Company, after 180 days. The conversion rate will be at a discount of 36% applied to the lowest trading price for ten days prior to the actual date of conversion. As of February 28, 2018, $667 of the debt discount has been amortized to interest expense.

On ~~October~~ 9February 12, ~~2017~~2018, the Company ~~executed~~issued a anConvertible ~~Agreement~~Promissory ~~for~~Note IRin ~~Services~~favor of GS Capital Partners, LLC. The ~~agreement~~principal isamount ~~for~~of ~~six~~the ~~months~~loan ~~and~~is ~~requires~~$125,000 awith ~~fee~~an original issue discount of 10$6,250 ~~million shares~~and carries an interest rate of ~~common~~8% ~~stock~~per annum. ~~The~~It ~~first~~becomes ~~5,000,000~~due ~~shares~~and ofpayable ~~common~~with ~~stock~~accrued ~~are~~interest ~~required~~on ~~upon~~October 26, ~~the~~2018. ~~execution~~GS ofCapital ~~the~~Partners, ~~agreement~~LLC. ~~and~~has ~~were~~the ~~granted by~~option to convert the ~~Board~~Note ofplus ~~Directors~~accrued oninterest ~~October~~into 10common shares of the Company, after ~~2017~~180 days. The ~~next~~conversion ~~2.5~~rate ~~million~~will ~~shares~~be ~~are~~at ~~due~~a indiscount ~~thirty~~of 36% applied to the lowest trading price for ten days ~~and~~prior to the actual ~~remaining~~date 2of conversion.5 ~~million~~As of February 28, ~~thirty~~ ~~days~~2018, ~~after~~$260 ~~that~~of the debt discount has been amortized to interest expense.

~~On October 11, 2017, JSJ Investments converted $19,374 of principal into 15,376,567 shares of common stock.~~12

OnA ~~October~~summary ~~24, 2017, the Board~~ of ~~Directors~~outstanding ~~approved~~convertible notes ~~amending~~as ~~the Articles~~ of ~~Incorporation~~February ~~to increase the Company’s authorized stock to 1~~28,~~050,000,000~~ ~~shares;~~2018 ~~consisting~~and ofMay ~~950~~31,~~000,000~~ ~~common~~2017 ~~shares~~is ~~and~~as ~~100,000,000 Series B preferred.~~follows:

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Principal Balance 5/31/2017		Additions		Repayments / Conversions		Principal Balance 2/28/2018
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		-		(12,380)		101,620
JSJ Investments, Inc.	3/27/2017	12/22/2017	8%		125,000		-		(42,374)		82,626
Auctus Fund, LLC	4/4/2017	12/30/2017	8%		145,000		15,000		(17,621)		142,379
GS Capital Partners, LLC	6/2/2017	6/2/2018	8%		-		132,000		(32,300)		99,700
GS Capital Partners, LLC	7/18/2017	7/18/2018	8%		-		105,000		-		105,000
JSJ Investments, Inc.	8/3/2017	5/3/2018	12%		-		60,000		-		60,000
Einstein Investments	10/19/2017	7/19/2018	8%		-		36,200				36,200
GS Capital Partners, LLC	10/26/2017	10/26/2018	8%		-		125,000		-		125,000
GS Capital Partners, LLC	1/10/2018	1/10/2019	8%		-		105,000		-		105,000
GS Capital Partners, LLC	2/12/2018	2/12/2019	8%		-		125,000		-		125,000
Total					430,000		703,200		(150,675)		982,525
Less debt discount					(237,608)		-		-		(188,519)
				$	192,392	$	703,200	$	(150,675)	$	794,006

~~ITEM~~During the year ended May 31, 2017, 2the Company converted $318,631 of principal and accrued interest into 185,348,336 shares of common stock. ~~MANAGEMENT’S~~During ~~DISCUSSION~~the NDnine ~~ANALYSIS~~months ended OFFebruary ~~FINANCIAL~~28, ~~CONDITION~~2018, ~~AND~~the ~~RESULTS~~Company OFconverted ~~OPERATIONS~~$104,675 and $14,039 of principal and interest, respectively, into 219,447,951 shares of common stock.

~~Forward~~A summary of the activity of the derivative ~~Looking~~liability ~~Statements~~for the notes above is as follows:

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.

Balance at May 31, 2016	$	351,041
Increase to derivative due to new issuances		896,686
Decrease due to debt settlement		(1,117,070)
Derivative loss due to mark to market adjustment		319,318
Balance at May 31, 2017		449,975
Increase to derivative due to new issuances		695,414
Decrease due to debt settlement		(200,039)
Derivative loss (gain) to mark to market adjustment		(367,781)
Balance at February 28, 2018	$	577,569

~~Business~~A summary of quantitative information ~~Overview~~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, 2018 is as follows:

Bemax Inc. is a 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. Our business is focused on expanding current distribution networks for our private labels. We will attract more distributors for our products with competitive pricing through lower overhead cost. We continue to invest in the ecommerce space to attract loyal customers and expand within our markets.13

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.

Inputs	February 28, 2018		Initial Valuation
Stock price		$0.0007		$.0074
Conversion price		$.0004 - $.00045		.004
Volatility (annual)		226.40% - 288%		291.5%
Risk-free rate		1.64% -1.65%		1.08 %
Years to maturity		.25 - .38		.58

~~Results of~~The ~~Operations~~development ~~for~~and determination of the ~~Three~~unobservable ~~Months~~inputs ~~Ended~~for ~~August~~Level ~~31,~~3 ~~2017~~fair value measurements and ~~2016~~fair value calculations are the responsibility of the Company’s management.

~~Revenue~~NOTE 10 – CORRECTION OF ERRORS

~~Revenue for~~The ~~the~~Company ~~three~~has ~~months~~discovered ~~ended~~that ~~August~~there were ~~31,~~errors ~~2017~~in ~~and~~prior ~~2016~~periods ~~was~~regarding $1revenue,~~642~~ expense and ~~$92,122,~~derivative ~~respectively.~~recognition ~~The~~for ~~decrease~~derivatives isrelated ~~due~~ to the ~~Company’s~~embedded conversion ~~temporary~~features ~~focus~~of onconvertible ~~plant~~notes. ~~development~~As a result, the prior periods in these financial statements have been restated.

~~Operating Expenses~~NOTE 11 - SUBSEQUENT EVENTS

~~Consulting fees~~In ~~were~~accordance ~~$26,750~~with ~~and~~ASC $0855-10, ~~for~~Subsequent Events, ~~the~~we ~~three~~have ~~months~~analyzed ~~ended~~our ~~August~~operations ~~31,~~subsequent ~~2017~~to ~~and~~February ~~2016~~28, ~~respectively.~~2018, ~~The~~through ~~increase~~the ~~can~~date bethe ~~attributed~~unaudited tofinancial statements ~~fees~~were ~~associated~~available ~~with~~to ~~acquiring~~be ~~the~~issued, ~~property~~and ~~lease~~have ~~with~~determined ~~Simfox~~that ~~and~~we ~~the~~do ~~recognition~~not ofhave ~~expense~~any ~~for~~material ~~stock~~subsequent ~~for~~events ~~services~~to ~~issued~~disclose in these unaudited ~~the~~financial ~~prior~~statements ~~period~~other than the following.

~~Professional fees~~Subsequent ~~were~~to ~~$12~~February 28,~~365~~ ~~and $8~~2018,~~300~~ ~~for~~ the various ~~three~~note ~~months~~holder ~~ended~~converted ~~August~~approximately 31$35,000 ~~2017~~ and ~~2016, respectively, an increase~~ of ~~$4,065,~~principal orand ~~48.9%~~interest, in ~~2017.~~respectively ~~The~~into ~~increase in 2017~~162, ~~as compared to 2016~~669,226 ~~can~~shares beof ~~largely attributed to increased legal, audit, and/or accounting fees~~common ~~related to required SEC quarterly filings~~stock.

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.14

~~Other Income~~ITEM ~~and~~2. ~~Expense~~MANAGEMENT’S DISCUSSION ND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~For the~~Forward ~~three~~Looking 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.Statements

~~Net~~This report on Form 10-Q contains certain ~~Loss~~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.

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

11Bemax Inc. is a 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. Our business is focused on expanding current distribution networks for our private labels. We will attract more distributors for our products with competitive pricing through lower overhead cost. We continue to invest in the ecommerce space to attract loyal customers and expand within our markets.

~~Liquidity~~The Company is working on several business development projects to increase business and ~~Capital~~revenue ~~Resources~~generation in 2018 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 2018.

~~During the~~Results ~~three months ended August 31, 2017, we used cash~~ of ~~$245,717~~Operations ~~in operating activities, as compared to $120,008~~ for the ~~three months~~Three ~~ended~~Months ~~August~~Ended ~~31, 2016. Financing activities provided net cash of $234,400 during the three months ended August 31, 2017,~~February ~~as compared to $120~~28,~~000~~ ~~for~~2018 ~~the~~and ~~three months ended August 31, 2016.~~2017

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

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

Revenue for the three months ended February 28, 2018 and 2017 was $102,090 and $24,960, respectively. The increase is due to a large sale to a single customer in January 2018.

~~We currently~~Operating have minimal cash reserves. To date, the Company has covered operating deficits primarily through loans from the sole director, and third-party loans which if not paid with interest are convertible to the Company’s common stock. 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.Expenses

~~The accompanying~~Consulting ~~financial~~fees ~~statements~~were ~~have~~$5,001 ~~been~~and ~~prepared~~$0 for ~~assuming that~~ the ~~Company~~three ~~will~~months ~~continue~~ended asFebruary ~~a going concern. The Company has an accumulated deficit of $1,941,913 since inception (November~~ 28, ~~2012)~~2018 and ~~is dependent on its ability to raise capital from shareholders or other sources to sustain operations. However~~2017, ~~these conditions raise substantial doubt about the Company’s ability to continue as a going concern~~respectively. The ~~financial~~increase ~~statements~~can dobe ~~not~~attributed ~~include~~to ~~any~~the ~~adjustments~~recognition ~~that~~of ~~might~~expense ~~result~~for ~~from~~stock ~~the~~for ~~outcome~~services ~~of this uncertainty~~issued.

~~We anticipate~~Professional ~~that~~fees wewere ~~may~~$2,925 ~~only~~and ~~generate~~$9,200 for ~~any~~the ~~limited~~three ~~revenues~~months inended ~~the~~February ~~near~~28, ~~future~~2018 and we2017, ~~will~~respectively, ~~not~~a ~~have~~decrease ~~enough~~of ~~positive~~$6,275, ~~internal~~or ~~operating cash~~68.2%, ~~flow~~in ~~until~~2018. weThe ~~can~~decrease ~~generate substantial revenues~~in 2018, ~~which~~as ~~may~~compared ~~take~~to ~~the~~2017, ~~next~~can ~~two~~be ~~years~~largely attributed to ~~fully~~decreased ~~realize. There~~audit isand noaccounting ~~assurance we~~fees ~~will~~related ~~achieve~~to ~~profitable~~required ~~operations~~SEC quarterly filings.

~~Critical~~General and administrative expense ~~Accounting~~was ~~Estimates~~$46,786 and ~~Policies~~$68,858 for the three months ended February 28, 2018 and 2017, respectively, a decrease of $22,072, or 32.1%, in the current period. The decrease in 2018 can be attributed to decreased operational costs.

~~The preparation~~Other ofIncome ~~financial statements in conformity 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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 3 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial 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 are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.Expense

~~The Company~~For ~~follows~~the ~~ASC~~three ~~605-10-S99-1~~months ended February 28, ~~Revenue~~2018, ~~Recognition~~we had total other income of $205,647, compared to total other expense of $853,102 for the ~~FASB~~three ~~Accounting~~months ~~Standards~~ended ~~Codification~~February 28, ~~for~~2017. ~~revenue~~For ~~recognition~~the three months ended February 28, ~~which~~ ~~has~~2018, ~~four~~we ~~basic~~recorded ~~criteria~~interest ~~that~~expense ~~must~~of be$19,704, ~~met~~compared ~~before~~to ~~revenue~~$3,712 isin ~~recognized:~~the 1)prior period. ~~existence~~In addition, as a result of ~~persuasive~~the ~~evidence~~convertible ~~that~~promissory annotes, ~~arrangement exists;~~we 2)recorded ~~delivery~~amortization ~~has~~of ~~occurred~~debt ordiscount ~~services~~of ~~have~~$206,376, ~~been~~compared to ~~rendered;~~$134,032 3)for the ~~seller’s~~prior ~~price~~period, toa loss on the ~~buyer~~issuance isof ~~fixed~~convertible ~~and~~debt ~~determinable;~~ of $92,098 compared to $0 for the prior period, and a 4)gain ~~collection~~in isthe ~~reasonably~~change ~~assured~~in the fair value of our derivatives of $538,825 compared to a loss of $715,358 in the prior year.

12Net Loss

~~Pre-payment Policy:~~For ~~All~~the ~~sales~~three tomonths ~~our~~ended ~~customers~~February ~~will~~28, be2018 ~~solely on a pre-payment basis. Once the order is completed~~ and ~~payment is received~~2017, we gained ~~will~~net ~~place~~income ~~an order with the North American supplier~~ of ~~disposable~~$154,525 ~~baby diapers~~ and ~~arrange~~incurred ~~shipping~~a ~~directly~~net toloss ~~our~~of ~~customers. The~~$1,070,720, ~~process is expected to take three weeks to complete~~respectively. ~~The pre-payment will be recorded as deferred revenue until the delivery is executed.~~

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.15

~~We recognize~~ Results ~~deferred~~of ~~tax~~Operations ~~assets (future tax benefits) and liabilities~~ for the ~~expected~~Nine ~~future~~Months ~~tax consequences of temporary differences~~Ended ~~between~~February ~~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~~28, ~~which~~2018 ~~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.2017

~~Off-Balance Sheet Arrangements~~Revenue

~~We have~~Revenue ~~not~~for ~~entered~~the ~~into~~nine ~~any~~months ~~off-balance~~ended ~~sheet arrangements that have or are reasonably likely to have a current or future effect~~February ~~on our financial condition~~28, ~~changes~~2018 inand ~~financial~~2017 ~~condition,~~was ~~revenues or expenses~~$104,815 ~~results~~and ~~of operations~~$140, ~~liquidity~~113, ~~capital~~respectively. ~~expenditures or~~The ~~capital~~decrease ~~resources~~is ~~and~~due ~~would~~fewer becustomers ~~considered~~in ~~material~~the tocurrent ~~investors~~period.

~~Recent Accounting~~Operating ~~Pronouncements~~Expenses

~~In August~~Consulting ~~2016,~~fees ~~the~~were ~~FASB issued ASU 2016-15~~$53, ~~Statement~~001 ofand ~~Cash~~$0 for ~~Flows~~the ~~(Topic 230),~~nine ~~Classification~~months ofended ~~Certain~~February ~~Cash~~28, ~~Receipts~~ 2018 and ~~Cash~~2017, ~~Payments~~respectively. ~~ASU~~The ~~2016-15~~increase ~~provides~~can ~~guidance~~be ~~for~~attributed ~~targeted changes with respect~~ to ~~how~~fees ~~cash~~associated ~~receipts~~with ~~and cash payments are~~acquiring ~~classified in~~ the ~~statements~~property oflease ~~cash flows,~~ with ~~the~~Simfox ~~objective of reducing diversity in practice. ASU 2016-15 is effective for interim~~ and ~~annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in~~ the ~~process of~~recognition ~~evaluating the impact~~ of ~~this~~expense ~~accounting~~for ~~standard~~stock ~~update~~for ~~on its statements of cash flows~~services.

~~In February~~Professional ~~2016,~~fees ~~the~~were ~~FASB issued ASU 2016-02~~$31,713 ~~Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets~~ and ~~lease~~$18,600 ~~liabilities~~for on the ~~balance~~nine ~~sheet~~months ~~and~~ended ~~requires~~February ~~expanded~~28, ~~disclosures~~2018 ~~about~~and ~~leasing~~2017, ~~arrangements.~~respectively, ~~ASU~~an ~~2016-02~~increase isof ~~effective for~~$13,113, ~~fiscal~~or ~~years beginning after December 15~~70.5%, in 2018. ~~and~~The ~~interim periods~~ increase in ~~fiscal years beginning after December 15,~~ 2018, ~~with~~ ~~early~~as ~~adoption~~compared ~~permitted.~~to ~~The~~2017, ~~Company~~can isbe inlargely ~~the~~attributed ~~process~~to ofincreased ~~evaluating~~legal, ~~the~~audit, ~~impact~~and/or ~~of this~~ accounting ~~standard~~fees ~~update~~related onto ~~its~~required ~~financial~~SEC ~~statements~~quarterly filings.

~~The Company~~General ~~has~~and ~~implemented~~administrative ~~all~~expense was ~~new~~$132,997 ~~accounting~~and ~~pronouncements~~$79,442 ~~that~~for ~~are~~the innine ~~effect.~~months ~~These~~ended ~~pronouncements~~February ~~did~~28, ~~not~~2018 ~~have~~and ~~any~~2017, ~~material~~respectively, ~~impact on~~an ~~the~~increase ~~financial~~of ~~statements~~$53,555, ~~unless~~or ~~otherwise disclosed~~67.4%, in ~~and~~ the ~~Company~~current ~~does~~period. ~~not~~The ~~believe~~increase ~~that~~in ~~there~~2018 ~~are~~can ~~any~~be ~~other~~attributed ~~new~~to ~~accounting pronouncements~~increased ~~that~~operational ~~have~~costs ~~been~~including ~~issued~~$5,003 ~~that~~for ~~might~~travel, ~~have~~office expense aas ~~material~~well ~~impact~~as onadditional ~~its~~filing ~~financial~~fees ~~position~~to oramend ~~results~~some of ~~operations~~our SEC filings.

~~ITEM 3.~~Other ~~QUANTITATIVE~~Income ~~AND~~and ~~QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~Expense

~~Not~~For the nine months ended February ~~applicable~~28, 2018, we had total other expense of $486,046, compared to ~~smaller~~$964,928 ~~reporting~~for ~~companies~~the nine months ended February 28, 2017. For the nine months ended February 28, 2018, we recorded interest expense of $45,125, compared to $53,001 in the prior period. In addition, as a result of the convertible promissory notes, we recorded amortization of debt discount of $485,763 compared to $296,400 for the prior period, a loss on the issuance of convertible debt of $284,014 compared to $284,091 for the prior period, a loss on settlement of debt of $23,925, and a gain in the change in the fair value of our derivatives of $367,781 compared to a loss of $331,436 in the prior year.

~~ITEM 4.~~Net ~~CONTROLS AND PROCEDURES~~Loss

~~Evaluation~~For the nine months ended February 28, 2018 and 2017, we ofincurred ~~Disclosure~~a ~~Controls~~net loss of $701,952 and ~~Procedures~~$1,206,554, respectively.

~~We maintain~~Liquidity ~~disclosure controls~~ and ~~procedures,~~Capital 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.Resources

~~Based on~~During the ~~evaluation~~nine ofmonths ~~these~~ended ~~disclosure~~February 28, ~~controls and procedures~~2018, ~~our~~we ~~Chief~~used ~~Executive~~cash ~~and~~of ~~Chief~~$590,963 ~~Financial~~in ~~Officer~~operating ~~concluded~~activities, ~~that~~ as ofcompared ~~the~~to ~~end~~$269,632 offor the ~~periods~~nine ~~covered~~months byended ~~this~~February ~~report~~28, we2017. Financing ~~have~~activities ~~identified~~provided ~~the~~net ~~following~~cash ~~material weakness~~ of ~~our~~$602,900 ~~internal~~during ~~controls: Lack~~the ofnine ~~sufficient~~months ~~accounting~~ended ~~staff~~February ~~which~~28, ~~results~~2018, inas acompared ~~lack~~to of$154,500 ~~segregation of duties necessary~~ for ~~a good system of internal control~~ ~~and~~the ~~lack~~nine ofmonths ~~formal~~ended ~~documentation~~February of28, ~~accounting policies and procedures~~2017.

~~In designing~~As ~~and~~of ~~evaluating~~February ~~disclosure controls and procedures~~28, ~~management recognizes that any controls and procedures~~2018, nowe ~~matter~~have ~~how well designed and operated, can provide only reasonable, not absolute assurance of achieving~~ the ~~desired~~following ~~objectives.~~convertible ~~Also, the~~notes ~~design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs~~outstanding.

Changes in Internal Controls

Note Holder	Issue Date	Maturity Date	Stated Interest Rate	Principal Balance 2/28/2018
Crown Bridge Partners, LLC	3/20/2017	03/20/2018	8%	$	101,620
JSJ Investments, Inc.	3/27/2017	12/22/2017	8%		82,626
Auctus Fund, LLC	4/4/2017	12/30/2017	8%		142,379
GS Capital Partners, LLC	6/2/2017	6/2/2018	8%		99,700
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
Einstein Investments	10/19/2017	7/19/2018	8%		36,200
GS Capital Partners, LLC	10/26/2017	10/26/2018	8%		125,000
GS Capital Partners, LLC	1/10/2018	1/10/2019	8%		105,000
GS Capital Partners, LLC	2/12/2018	2/12/2019	8%		125,000
Total				$	982,525

~~There~~We currently have minimal cash reserves. ~~were~~To nodate, ~~changes~~the inCompany ~~our~~has ~~internal~~covered ~~control~~operating ordeficits inprimarily ~~other~~through ~~factors~~loans ~~during~~from the ~~last~~sole ~~fiscal~~director, ~~quarter~~and ~~covered~~third-party byloans ~~this~~which if ~~report~~not ~~that~~paid ~~have~~with ~~materially affected~~interest are convertible to the Company’s common stock. Accordingly, orour ~~are~~ability ~~likely~~to pursue our plan of operations is contingent on our being able to ~~materially~~obtain ~~affect~~funding for the development, marketing and commercialization of our products and services. However, as a result of its lack of operating success, the Company’s ~~internal~~may ~~control~~not ~~over~~be ~~financial~~able ~~reporting~~to raise additional funding to cover operating deficits.

1316

~~PART~~The accompanying financial statements IIhave –been ~~OTHER~~prepared ~~INFORMATION~~assuming that the Company will continue as a going concern. The Company has an accumulated deficit of $2,515,072 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.

~~ITEM~~We anticipate that we may only generate 1any limited 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 ~~LEGAL~~is ~~PROCEEDINGS~~no assurance we will achieve profitable operations.

~~Management is~~Critical ~~not~~Accounting ~~aware~~Estimates ofand 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.Policies

~~ITEM~~The preparation of financial statements 2in conformity 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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 3 ~~UNREGISTERED~~to ~~SALES~~the OFFinancial ~~EQUITY~~Statements ~~SECURITIES~~describes ~~AND~~the ~~USE~~significant OFaccounting ~~PROCEEDS~~policies and methods used in the preparation of the Financial 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 are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

~~None~~The 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.

~~ITEM~~Pre-payment Policy: All sales to our 3customers will be solely on a pre-payment basis. ~~DEFAULTS~~Once ~~UPON~~the ~~SENIOR~~order ~~SECURITIES~~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.

~~None~~We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

~~ITEM~~We recognize deferred tax assets (future 4tax 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 ~~MINE~~deferred ~~SAFETY~~tax ~~DISCLOSURES~~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.

~~N/A.~~Off-Balance Sheet Arrangements

~~ITEM~~We have not entered into any off-balance 5.sheet ~~OTHER~~arrangements ~~INFORMATION~~that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~None.~~Recent Accounting Pronouncements

~~ITEM~~The Company has implemented all new 6accounting pronouncements that are in effect. ~~EXHIBITS~~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.

~~Exhibits:~~17

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

14Not applicable to smaller reporting companies.

~~SIGNATURES~~ITEM 4. CONTROLS AND PROCEDURES

~~Pursuant to~~Evaluation ~~the requirements~~ of ~~Section~~Disclosure 13Controls orand ~~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.~~Procedures

	BEMAX INC.
Dated: November 3, 2017	By:	/s/ Taiwo Aimasiko
		Taiwo Aimasiko, President and
		Chief Executive Officer
Dated: November 3, 2017	By:	/s/ Taiwo Aimasiko
		Taiwo Aimasiko, Chief Financial Officer

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2018.

15Based 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.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must 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 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the nine months ended February 28, 2018, the Company converted $104,675 and $14,039 of principal and interest, respectively, into 219,447,951 shares of common stock.

On October 10, 2017, the Company issued the 5,000,000 shares valued at $0.0023 per share for total non-cash expense of $11,500. On November 10, 2017, the Company issued another 2,500,000 shares of common stock valued at $0.0022 per share for total non-cash expense of $5,500. On December 10, 2017, the Company issued the last 2,500,000 shares of common stock valued at $0.001 per share for total non-cash expense of $2,500. As of February 28, 2018, 5,000,000 of the shares have not yet been issued by the transfer agent; therefore, they have been credited to the stock payable account.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

N/A.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

	BEMAX INC.

Dated: April 20, 2018	By:	/s/ Taiwo Aimasiko
		Taiwo Aimasiko, President and
		Chief Executive Officer

Dated: April 20, 2018	By:	/s/ Taiwo Aimasiko
		Taiwo Aimasiko, Chief Financial Officer

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