UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549





FORM 10K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended May 31,
2017

Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF TH E SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____
to August ____





Commission File Number 333-197756



BEMAX INC.

(Exact name of registrant as specified
in its charter)

|Nevada                                        | 5190                                              | 46-554081                           
|--------------------------------------------- | ------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of Organization) | (Primary Standard Industrial Classification Code) | (IRS Employer Identification Number)

____________________________________________________________________________________________________________

1100 Peachtree Street NE, SUITE 200

ATLANTA, GA 30309

Tel: (404) 991-3518

(Address and telephone number of
registrant's executive office)



Securities registered pursuant to Section
12(b) of the Act: None

Securities registered pursuant to Section
12(g) of the Act: Common Stock





Indicate by check mark whether
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ( ) No (X)



Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ( ) No (X)



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant as required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes (X) No ( )



1









Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. Yes (X) No ( )



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

Large accelerated filer( ) Accelerated
filer( ) Non-accelerated filer ( ) Smaller reporting company (X)



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



Number of common shares outstanding
as of September 12, 2017: 301,640,836











2







|Table
        of Contents
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|Item                     
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|1                        
|1A                       
|1B                       
|2                        
|3                        
|4                        
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|5                        
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|6                        
|7                        
|7A                       
|8                        
|9                        
|9A                       
|9B                       
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|10                       
|11                       
|12                       
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|13                       
|14                       
|                         
|15                       
|--                       



3







ITEM
1. Business

We
were incorporated in the State of Nevada on November 28, 2012. We export Disposable Baby Diapers from U.S. and Canada and distribute
them in London, and South Africa. We also export from manufacturers from Asia and distribute to other parts of Africa. We have
generated minimal revenues. We maintain our statutory registered agent's office at 5348 Vegas Drive, Las Vegas, NV 89108. Our
telephone number is 404-991-3518.

Forward
Looking Statements

This
report on Form 10-K 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 operations; any statements concerning proposed
new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief;
and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks
and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

Business
Development

Our
business is focus on expanding current distribution network 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.

We continue
to develop new channels of distribution as the company grows. Bemax plan to become a globally known brand may be pushed forward
by entering into contracts with the numerous major wholesale distributors throughout our growing markets.



On
September 8, 2015, the Company announced to launch an exclusive private-label of disposable diapers and wipes, called Mother's
Hugs and Mother’s Choice, to be sold and distributed through existing Bemax distribution channels of wholesalers and retailers
in Europe and emerging African markets as well as to buyers online through Bemax ecommerce website.



On October
15, 2015, the Company announced the launch of its new ecommerce website bemaxinc.com/webstore.
Bemax new site provides quick and intuitive access to our private-labels and enhances the quality and availability of our Mother's
Choice and Mother's Touch labels to our customers.



On
November 13, 2015, the Company entered into an exclusive supplier agreement with Bethel Imports Marketing Limited, whereby Bethel
Imports shall purchase exclusively from Bemax Inc. Under the terms of the Agreement, Bemax shall provide, without limitation,
consulting, and support services necessary for Bethel Imports to sell, operate and manage the distribution of Bemax private label
Disposable Baby Diaper. Pursuant to the Agreement, when Bethel Imports is in need of supply of Disposable Baby Diapers or Services
to be provided by Bemax under the terms of this agreement, Bethel Imports shall issue purchase order to the Company specifying
the type and amount of Disposable Baby Diaper, and Services to be purchased from Bemax Inc. During the term of this Agreement,
Bethel will not purchase Disposable Baby Diapers or Services specified in this Agreement from any vendor, other than from Bemax,
unless Bemax consents in writing to such purchase. The purchase price for the Disposable Baby Diapers and Services shall be Bemax
direct wholesale price listing in effect at the time Bethel Imports issues a purchase order.



The
Company is working on several business development and projects to increase business and revenue generation in 2017 and beyond,
including but not limited to: product licensing of private label 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 revenues in 2017.



4







Product

We
distribute Disposable Baby Diapers from North America to distributors and wholesalers in England and Africa. Disposable baby diapers
have become a widely used alternative disposable material for parents of babies and children not toilet trained. Disposable baby
diapers is a kind of underwear that allows one to defecate or urinate in a discreet manner. Diapers are made of synthetic disposable
materials. Disposable diapers contain absorbent chemicals and are thrown away after use. Disposable diapers are primarily worn
by children who are not yet potty trained or experience bed wetting. Disposable baby diapers are constructed in three layers,
an inner layer that sits against baby’s skin is designed to be soft, stay relatively dry, and wick away moisture into the
core. The absorbent core is designed to pull moisture in and trap it to keep wetness away from the baby to avoid rashes. The outer
layer is waterproof to prevent leaks.

Below
is a list of advantages of Disposable Baby Diapers compared to cloth diapers. (Cloth diapers are composed of layers of fabrics
such as cotton, hemp, or microfiber and can be washed and reused multiple times)

-
Disposable Baby Diapers are ultra-absorbent. The disposable diapers will hold over 3 times their weight in water. The inner layer
keep wetness from the skin, and prevent leaks.

-
Convenient and easy to change. Disposable baby diapers come with straps attached to the back panel that fasten in front. Disposable
diapers have built in ready to use straps made of Velcro that make securing the diapers much easier and quicker. They come also,
in variety of sizes which fit babies as they grow and mature. Furthermore, disposable diapers are more convenient when travelling
and when used in a group setting.

-
Color change indicators. Disposable baby diapers are not only functional, they include advanced features such as special sizing
and coloring for specific gender and age, color indicators to show when the child is wet, and re-attachable Velcro-type closures.

Sizes

Disposable
diapers range in size from Newborn to Size 6, which accommodates an over 35 lbs child. The normal size weight ranges are: -Up
to ten pounds: newborn, 8 to 15 pounds: Size 1-2, 16 to 28 pounds: Size 3, 22 to 37 pounds: Size 4, 27 plus pounds: Size 5, Over
35 pounds: Size 6.

Suppliers
of Disposable Baby Diapers

North
America producers are leaders in disposable baby diapers manufacturing. There are many manufacturers across North America with
different type of disposable baby diapers and services. Disposable baby diapers suppliers can be found by Internet search or through
direct contact to disposable diapers manufacturer.

The
price range of our private label brands is from $0.11 USD to $0.30 USD per unit depending on size, design and thickness. However,
we do not have any written agreements with the manufacturers, and the actual price can be different at the time of purchase.

Business
Strategy

The company
strategy is to win and maintain customers by providing products that add value in terms of price, quality, safety, availability
and functionality, and are supported by a dedicated, well-trained team. This shall be important to the successful implementation
of our overall strategy and hence the need to ensure we are focused and working harmoniously towards attainment of these goals
and objectives. We initially intend to be focusing on satisfying our core markets in London, East, South and West Africa.



5









We
intend to focus on delivering quality products at affordable prices that in turn will produce good referrals, which can then generate
revenue. We continue to build image and awareness through consistency and distinctiveness in our order fulfillment.

Sales
and Marketing

We
plan to market our product in Europe and Africa. Most of Europe and, especially all parts of Africa experiences extremely high
cost for disposable baby diapers. As there are few disposable baby diapers manufacturers in Africa, they are mostly imported from
other countries. We intend to supply our clients with disposable baby diapers from manufacturers in North America where quality
is superior. We request pre-payment from our clients and ask them to provide delivery instructions when they order our products.
Once the order is completed, and payment is received, we place an order with our supplier of disposable baby diapers and arrange
shipping directly to our client. Prepayment reduce the amount of cash we will need to have on hand. Also by delivering the product
directly to the client, will eliminate the need for a warehouse facility. It is likely that some of our clients will not be willing
to prepay and wait for the product, potentially resulting in a loss of sales for us. Also it is likely that some of our clients
will attempt to circumvent our services by purchasing directly from our suppliers. To discourage this practice, we negotiate wholesale
discounts with our suppliers so that we can offer our customers a lower price than if they would purchase directly from our suppliers.
However, there is no guarantee that we will be able to negotiate such lower prices and we may lose business. In the future, we
may establish a warehouse facility in Europe so that we can attract more customers that prefer to inspect and pick up their order
at the time of payment. The prices will charge our clients for such product will be substantially higher reflecting the added
convenience to the customer and the added cost to us.

Revenue

The
Company’s revenues will be the difference between what we charge our clients for our products and what we pay for our Disposable
Baby Diapers suppliers and/or manufacturers. In the case where our clients buy directly from the manufacturers we will try to
negotiate a commission from the sellers. However, there is no guarantee that we will receive such commission payment in every
case or at all, resulting in loss of profits. The commissions and the spread that we earn are different each time and negotiated
on a case by case basis.

Employees

We
have one employee, involved in management.

Research
and Development Expenditures

We
have not incurred any research or development expenses.

Government
Regulation

We
are currently not subject to any government regulations

Subsidiaries

We
do not have any subsidiaries.

Intellectual
Property

We
have no intellectual property except we own our own domain address which signifies our online presence. Our trade name is our
company name which is legally incorporated in the state of Nevada. Our company name is also our trade name.



6







ITEM 1A. RISK FACTORS

As a “smaller reporting company”,
we are not required to provide the information required by this Item.



ITEM
1B. UNRESOLVED STAFF COMMENTS

None

ITEM
2. PROPERTIES

Our
executive and administrative offices are located at 625, Silver Oak Drive, Dallas, Georgia 30132. Our corporate mailing address
is 5348 Vegas Drive, Las Vegas, NV 89108.

ITEM
3. LEGAL PROCEEDINGS

The Company is not a party
to any legal proceedings.

ITEM
4. MINE SAFETY DISCLOSURES

Not applicable.

PART
II



ITEM
5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Our
common stock is not traded on any exchange. Our common stock is quoted on the OTC Bulletin Board, under the trading symbol “BMXC.BB”.
The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock.
The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.
Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers
in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.

Furthermore,
it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading
market develops. We currently have no plans, proposals, arrangements or understandings with any person with regard to the development
of a trading market in any of our securities.

The
following table shows the high and low prices of our common shares on the OTC Bulletin Board for each quarter within the most
recent fiscal year.  The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission
and may not necessarily represent actual transactions:



|Fiscal Year Ending May 31, 2017  | HIGH   | LOW   
|-------------------------------- | ------ | ------
|Quarter Ending August 31, 2016   | 0.78   | 0.28  
|Quarter Ending November 30, 2016 | 0.62   | 0.026 
|Quarter Ending February 29, 2017 | 0.0498 | 0.0029
|Quarter Ending May 31, 2017      | 0.0425 | 0.0045





7







Holders

As
of May 31, 2017, there were 41 stockholders of record, including CEDE & Co., which holds shares for the beneficial interest
of an unknown number of stockholders in brokerage accounts.

Dividends

We
have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the
foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends
will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

Stock
Option Grants

As
of May 31, 2017, we had not granted any stock options.

Stock
Repurchases

The
Company did not make any stock repurchases.

Recent
Sales of Unregistered Securities

During
FY 2017, we issued 7,500,000 shares of restricted common stock for services. The shares were valued at $.01 per share, for total
noncash expense of $75,000.

The
issuances of the shares to the above parties were made in reliance on the exemption from registration provided in Section 4(a)(2)
of the Securities Act for transactions not involving any public offering. The parties confirmed the foregoing and acknowledged,
in writing, that the securities must be acquired and held for investment. All certificates evidencing the shares issued bear or
will bear a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other
remuneration was paid or given directly or indirectly in connection therewith.

ITEM
6. SELECTED FINANCIAL DATA

The
registrant is a smaller reporting company, pursuant to Rule 229.10(f)(1), and is not required to report this information.

8





ITEM 7. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results
of Operations for the Year Ended May 31, 2017 Compared to the Year Ended May 31, 2016



Revenue and
Costs of Goods Sold



Revenue
was $144,507 and $573,838 for the years ended May 31, 2017 and 2016, respectively, a decrease of $429,331 or 74.8%. The reduction
in sales was due to management’s focus to introduce the company's brands to the US retail markets.



Our cost
of goods sold was $303,340 and $476,797 for the years ended May 31, 2017 and 2016, respectively. In the latter half of the fiscal
year ended May 31, 2017 management decided the sell its current inventory at reduced prices in order to allow for faster sales
to create room for the introduction of higher quality products to the US market. As a result, we impaired the inventory, writing
off $194,320 to cost of goods sold.



Operating
Expenses



Consulting
fees were $63,000 and $0 for the years ended May 31, 2017 and 2016, respectively. In 2017 this consisted of $37,500 non-cash expense
for stock issued for service.



Professional
fees were $32,325 and $12,304 for the years ended May 31, 2017 and 2016, respectively, representing an increase of $20,021, or
163%, in 2017. The increase in 2017, as compared to 2016, can be largely attributed to increased legal, audit, and accounting
fees related to required SEC quarterly filings.



General
and administrative expense was $88,632 and $21,846 for the years ended May 31, 2017 and 2016, respectively, an increase of $66,786,
or 306%, in the current year. The increase in 2017 can be attributed to increased operational costs including travel and office
expense as well as additional filing fees to amend some of our SEC filings.



Other Income
and Expense



For the
year ended May 31, 2017, we had total other expense of $1,242,913, compared to $254,187 for the year ended May 31, 2016. For the
year ended May 31, 2017, we recorded interest and loan fee expense of $62,595, compared to $13,044 in the prior year. In addition,
as a result of the convertible promissory notes, we recorded interest expense on debt discount of $360,566 in FY 2017, compared
to $11,102 for the prior year, a loss on the issuance of convertible debt of $500,434, compared to $358,374 for the prior year,
and a loss on the change in the fair value of our derivatives of $319,318 compared to a gain of $128,333 in the prior year.



Net Loss



For the
year ended May 31, 2017, we had a net loss of $1,591,703, as compared to a net loss of $197,296 in the prior year. This increase
is the result of lower sales, the impairment of inventory and the additional expense attributable to the issuance of convertible
notes.



Liquidity and Capital Resources



During
the year ended May 31, 2017, we used cash of $528,679 in operating activities, as compared to $171,049 for the year ended May
31, 2016. We used $15,125 of cash in investing activities to purchase a vehicle in FY 2017 and $0 in the prior year. Financing
activities provided net cash of $467,452 during the year ended May 31, 2016, as compared to $228,650 for the year ended May 31,
2016.



9







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



|Note Holder                | Issue Date | Maturity Date | Stated Interest Rate | Principal Balance 5/31/2017
|-------------------------- | ---------- | ------------- | -------------------- | ---------------------------
|Crown Bridge Partners, LLC | 12/28/2016 | 12/28/2017    | 8%                   | 46,000                     
|Crown Bridge Partners, LLC | 03/20/2017 | 03/20/2018    | 8%                   | 114,000                    
|JSJ Investments, Inc.      | 03/27/2017 | 12/22/2017    | 8%                   | 125,000                    
|Auctus Fund,,LLC           | 04/04/2017 | 12/30/2017    | 8%                   | 145,000                    
|Total                      |            |               |                      | 430,000                    



We
currently 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.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has
accumulated deficit of since inception (November 28, 2012) to the period ended May 31, 2017 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.

We
anticipate that we may only generate any 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 is no assurance
we will achieve profitable operations.

Off-Balance
Sheet Arrangements

As
of May 31, 2017, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect
on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.

Critical
Accounting Policies

We
have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.
The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment
of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America,
with no need for management’s judgment in their application. The impact and any associated risks related to these policies
on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results
of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application
of these and other accounting policies, see the notes to our May 31, 2017, financial statements. Note that our preparation of
the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and
expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.



10







Stock-based
Compensation



We account
for equity-based transactions with nonemployees under the provisions of Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 505-50, Equity-Based Payments to Non-Employees. ASC 505-50 establishes that equity-based payment
transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees
is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated
using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred
stock compensation and amortize the cost over the term of the contract.



We account
for employee stock-based compensation in accordance with the guidance of ASC 718, Compensation—Stock Compensation,
which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial
statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and
credited to additional paid-in capital over the period during which services are rendered.



Revenue
Recognition and Cost of Goods Sold



We follow
ASC 605, Revenue Recognition, for revenue recognition. We will recognize revenue when it is realized or realizable and
earned. We consider revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence
of an arrangement exists; (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales
price is fixed or determinable; and (iv) collectability is reasonably assured.



Income
Taxes



We follow
ASC 740-10-30, Income Taxes-Initial Measurement, which requires recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets
will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.



We adopted
ASC 740-10-25, Income Taxes—Recognition. ASC 740-10-25 addresses the determination of whether tax benefits claimed
or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize
the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements
from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income
taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities
for unrecognized income tax benefits according to the provisions of ASC 740-10-25.



11









Recently
Issued Accounting Pronouncements



In November
2015, the FASB issued ASU 2015-17—Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The new
guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent
on the balance sheet. This update is effective for annual periods beginning after December 15, 2016, and interim periods within
those annual periods. We do not anticipate the adoption of this ASU will have a significant impact on our financial position,
results of operations, or cash flows.



In February
2016, the FASB issued ASU 2016-02—Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition
requirements in ASC 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from
a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is
effective for fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect
this standard will have on our financial statements.

In
March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting.
ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting
for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows.
ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning
after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting
standard update on its financial statements.



In June
2016, the FASB issued ASU 2016-15—Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash
Payments (a consensus of the FASB’s Emerging Issues Task Force). The new guidance is intended to reduce diversity in
practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies
for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted,
including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in
the same period. The guidance requires application using a retrospective transition method. We are currently evaluating the effects,
if any, that the adoption of this guidance will have on our cash flows.



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



ITEM 7A. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

12









ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





BEMAX INC.

FINANCIAL STATEMENTS

MAY 31, 2017



CONTENTS



|Report of Independent Registered Public Accounting Firm                                | F-2
|-------------------------------------------------------------------------------------- | ---
|Balance Sheets as of May 31, 2017 and 2016                                             | F-3
|Statements of Operations for the Years Ended May 31, 2017 and 2016                     | F-4
|Statements of Stockholders’ Equity/(Deficit) for the Years Ended May 31, 2017 and 2016 | F-5
|Statements of Cash Flows for the Years Ended May 31, 2017 and 2016                     | F-6
|Notes to Financial Statements                                                          | F-7







13











REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Shareholders
of Bemax Inc.

We have audited the accompanying balance
sheet of Bemax Inc. (“the Company”) as of May 31, 2017, and the related statements of operations, stockholders’
equity (deficit), and cash flows for year then ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not
engaged to perform an audit of the Company’s internal control over financial reporting. Our audit includes consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Bemax Inc. as of May 31, 2017, and the results
of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has had minimal revenue and an accumulated deficit of $1,813,120 as of May 31, 2017. These factors 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.



|/s/ Fruci & Associates II, PLLC
        
        Spokane, Washington
|--------------------------------------------------------------------
|September 15, 2017                                                  
|                                                                    







F-2







|BEMAX INC

Balance Sheets                                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                       
|ASSETS                                                                                                                                 
|Current Assets:                                                                                                                        
|Cash                                                                                                                                   
|Prepaid expenses                                                                                                                       
|Inventory                                                                                                                              
|Total current assets                                                                                                                   
|                                                                                                                                       
|Non-Current Assets:                                                                                                                    
|Property and equipment                                                                                                                 
|Other assets (Note 5)                                                                                                                  
|Total non-current assets                                                                                                               
|                                                                                                                                       
|Total Assets                                                                                                                           
|                                                                                                                                       
|LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)                                                                                          
|Current Liabilities:                                                                                                                   
|Accounts payable                                                                                                                       
|Accrued interest on convertible loans                                                                                                  
|Accruals, related party                                                                                                                
|Derivative liability                                                                                                                   
|Convertible loans, net of discount of $237,608 and $134,148, respectively                                                              
|Loan from shareholder and related party                                                                                                
|Total current liabilities                                                                                                              
|Total Liabilities                                                                                                                      
|                                                                                                                                       
|COMMITMENTS AND CONTINGENCIES                                                                                                          
|                                                                                                                                       
|STOCKHOLDERS' EQUITY (DEFICIT):                                                                                                        
|Preferred stock series B, $0.0001 par value, 50,000,000 shares authorized; 50,000,000 and 0 shares issued and outstanding, respectively
|Common stock, $0.0001 par value, 850,000,000 shares authorized; 301,640,836 and 258,792,500 shares issued and outstanding, respectively
|Additional paid-in capital                                                                                                             
|Accumulated deficit                                                                                                                    
|Total Deficit                                                                                                                          
|Total Liabilities and Stockholders' Equity                                                                                             
|                                                                                                                                       
|The accompanying notes are an integral part of these financial statements.                                                             

F-3







|BEMAX INC.
        Statements of Operations                               
|--------------------------------------------------------------------------
|                                                                          
|                                                                          
|                                                                          
|Revenue                                                                   
|Cost of goods sold                                                        
|Gross Margin                                                              
|                                                                          
|Operating Expenses:                                                       
|Consulting fees                                                           
|Professional fees                                                         
|Management fees                                                           
|General and administrative                                                
|                                                                          
|Total Operating Expenses                                                  
|                                                                          
|Income (loss) from operations                                             
|                                                                          
|Other Income (Expense):                                                   
|Interest expense and loan fees                                            
|Interest expense – debt discount                                          
|Change in fair value of derivative                                        
|Loss on issuance of convertible debt                                      
|Total other expense                                                       
|                                                                          
|Net loss                                                                  
|                                                                          
|Basic and diluted loss per share                                          
|                                                                          
|Weighted average number of shares outstanding – basic and diluted         
|                                                                          
|The accompanying notes are an integral part of these financial statements.
|                                                                          
|                                                                          



F-4









|BEMAX INC
        Statement of Stockholders’ Equity
        (Deficit)
|---------------------------------------------------------------------
|                                                                     
|                                                                     
|Balance at May 31, 2015                                              
|                                                                     
|Stock issued for services                                            
|                                                                     
|Net loss for the year ended May 31, 2016(Restated)                   
|                                                                     
|Balance at May 31, 2016(Restated)                                    
|                                                                     
|Stock issued for services                                            
|                                                                     
|Stock issued for the conversion of debt                              
|                                                                     
|Forfeiture of common for preferred                                   
|                                                                     
|Net loss for the year ended May 31, 2017                             
|                                                                     
|Balance at May 31, 2017                                              



|The accompanying notes are
an integral part of these financial statements.
|--------------------------------------------------------------------------







F-5







|BEMAX INC.
        Statements of Cash Flows      
|-------------------------------------------------
|                                                 
|                                                 
|                                                 
|CASH FLOW FROM OPERATING ACTIVITES:              
|Net loss                                         
|Adjustments to reconcile net loss to net cash    
|used in operating activities:                    
|Common stock issued for services                 
|Change in fair value of derivative               
|Loss on issuance of convertible debt             
|Impairment expense                               
|Loan fees                                        
|Amortization of debt discount                    
|Depreciation expense                             
|Changes in Operating Assets and Liabilities:     
|Prepaids                                         
|Inventory                                        
|Other assets                                     
|Accounts payable                                 
|Accrued interest on convertible loans            
|Accruals, related party                          
|Net Cash Used in Operating Activities            
|                                                 
|CASH FLOWS FROM INVESTING ACTIVITIES:            
|Purchase of vehicle                              
|Net Cash Used in Investing Activities            
|                                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:            
|Proceeds from convertible loans                  
|Repayment of convertible loans                   
|Loan from shareholder and related party          
|Net Cash Provided by Financing Activities        
|                                                 
|NET INCREASE (DECREASE) IN CASH                  
|CASH AT BEGINNING OF YEAR                        
|CASH AT END OF YEAR                              
|                                                 
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|Cash paid during period for:                     
|Interest                                         
|Income Taxes                                     
|Non-Cash Financing Activities:                   
|Common stock issued for debt                     



|The accompanying notes are
an integral part of these financial statements.
|--------------------------------------------------------------------------





F-6







|BEMAX INC.
        Notes to the Financial Statements
        May 31, 2017
|-------------------------------------------------------------------------



NOTE 1 - NATURE OF OPERATIONS

BEMAX INC. (“The Company”)
was incorporated in the State of Nevada on November 28, 2012 to engage in the business of exporting disposable baby diapers manufactured
in the United States and then distributing them throughout Europe and South Africa. The Company is in the development stage with
limited revenues and very limited operating history.



NOTE 2 - GOING CONCERN

The accompanying 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 $1,813,120 as of May 31,
2017. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing,
the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the 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 financial statements of the Company do not include any adjustments that
may result from the outcome of these uncertainties.



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation

The Company’s financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The
preparation of 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 disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

The Company’s Year End is
May 31.



Use of estimates

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



Concentrations of Credit Risk

We maintain our cash in bank deposit
accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships
and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk
on cash.



Cash equivalents

The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the
year ended May 31, 2017 or 2016.



Inventories

Inventories are valued at the lower
of cost or market. Management compares the cost of inventories with the market value and allowance is made for writing down their
inventories to market value, if lower.



F-7







Property and Equipment

Property and equipment are carried at
the lower of cost or net realizable value. Expenditures for maintenance and repairs are charged to earnings as incurred; additions,
renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated
depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property
and equipment is provided using the straight-line method over the asset’s useful life.



Fair Value of Financial Instruments

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



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



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



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



The carrying amount of the Company’s
financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the
short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based
upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements
at May 31, 2017.



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



May 31, 2017:





|Description |  | Level 1 |   | Level 2 |   | Level 3 |  | Total Gains and (Losses)
|----------- |  | ------- | - | ------- | - | ------- |  | ------------------------
|Derivative  |  | $       | - |         | $ | -       |  | $                       



May 31, 2016:





|Description |  | Level 1 |   | Level 2 |   | Level 3 |  | Total Gains and (Losses)
|----------- |  | ------- | - | ------- | - | ------- |  | ------------------------
|Derivative  |  | $       | - |         | $ | -       |  | $                       



Derivative Financial Instruments

Derivative liabilities are recognized
in the balance sheets at fair value based on the criteria specified in Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 815-15 – Derivatives and Hedging – Embedded
Derivatives(“ASC 815-15”). Pursuant to ASC Topic 815-15 an evaluation of the embedded conversion feature
of convertible debt is evaluated to determine if the bifurcated debt conversion feature is required to be classified as a derivative
liability. Since the terms of the embedded conversion features of the Company’s convertible debt provides for the issuance
of shares of common stock at the election of the holders and the number of shares is subject to adjustment for a decline in the
price of the Company’s common stock, the Company determined that the embedded conversion option met the criteria of a derivative
liability. The estimated fair value of the embedded conversion feature of debt classified as derivative liabilities are determined
using the Black-Scholes option pricing model. The model utilizes Level 3 unobservable inputs to calculate the fair value of the
derivative liabilities at each reporting period.



F-8







The Company determined that using an
alternative valuation model such as a Binomial-Lattice model would result in minimal 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 corresponding non-cash gain or loss is recorded
as other income or expense in the statement of operations. As of May 31, 2017, the embedded conversion feature of $449,975 of convertible
notes payable was classified as a derivative liability. Each reporting 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.

Income Taxes

The Company follows Section 740-10-30
of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years
in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.



The Company adopted section 740-10-25
of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section
740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded
in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position
only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting
in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized
income tax benefits according to the provisions of Section 740-10-25.



Revenue Recognition

We follow ASC 605-10-S99-1, Revenue
Recognition, for revenue recognition. We will recognize revenue when it is realized or realizable and earned. We consider revenue
realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists;
(ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable;
and (iv) collectability is reasonably assured.



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



Stock-Based Compensation

We account for equity-based transactions
with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”).
ASC 505-50 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration
received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock
issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments,
other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of
the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.



We account for employee stock-based
compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires
all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements
based on their fair values.  The fair value of the equity instrument is charged directly to compensation expense and credited
to additional paid-in capital over the period during which services are rendered.



F-9





Basic and Diluted Net (Loss)
per Share

Net income (loss) per common share is
computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the
period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number
of shares of common stock and potentially outstanding shares of common stock during the period.  The weighted average number
of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning
of the first period presented.



The Company’s diluted loss per
share is the same as the basic loss per share for the years ended May 31, 2017 and 2016, as the inclusion of any potential shares
would have had an anti-dilutive effect due to the Company generating a loss.



Reclassifications

Certain reclassifications have been
made to the prior year financial information to conform to the presentation used in the financial statements for the year ended
May 31, 2017.



Recent Accounting Pronouncements

In November 2015, the FASB issued ASU
2015-17—Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. The new guidance requires that all
deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet.
This update is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.
We do not anticipate the adoption of this ASU will have a significant impact on our financial position, results of operations,
or cash flows.



In February 2016, the FASB issued ASU
2016-02—Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC 840,
Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing
and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years
beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the effect this standard will have
on our financial statements.

In March 2016, the FASB issued
ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which
amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures,
and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal
years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016,
with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its
financial statements.



In June 2016, the FASB issued ASU 2016-15—Statement
of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB’s Emerging
Issues Task Force). The new guidance is intended to reduce diversity in practice in how certain transactions are classified
in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and
interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An
entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using
a retrospective transition method. We are currently evaluating the effects, if any, that the adoption of this guidance will have
on our cash flows.



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





F-10





NOTE 4—PROPERTY AND EQUIPMENT



Furniture, fixtures, and equipment,
stated at cost, less accumulated depreciation consisted of the following at May 31:



|                               |   | 2017   |   | 2016
|------------------------------ | - | ------ | - | ----
|Computer equipment             | $ | 500    | $ | 500 
|Vehicle                        |   | 15,225 |   | -   
|Less: accumulated depreciation |   | (772)  |   | -   
|Fixed assets, net              | $ | 14,953 | $ | 500 



Depreciation Expense

Depreciation expense for the years ended
May 31, 2017 and 2016, was $772 and $0, respectively.



NOTE 5 – OTHER ASSETS



On March 27, 2017, the Company
entered into an Option to obtain a Property Lease Agreement (“the lease”) with Simfox Enterprises aka Achievers Nursery
School. This is a development property situated in Lagos, Nigeria. The lease is for 30 years 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
on August 30, 2017. As of May 31, 2017, the Company has paid $181,000 leaving a balance of $119,000. 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.
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.

NOTE 6 - RELATED PARTY TRANSACTIONS



The President of the Company provides
management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to
assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned
rights are valued at $1,000 per month for rent and $500 for executive compensation. As of May 31, 2017 and 2016, there is $45,000
and $27,000 accrued for these fees, respectively.



As of May 31, 2017 and 2016, there are
loans from the majority shareholder and related party of $11,438 and $11,236, 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.



During the year ended May 31, 2017,
the Company paid $5,425 for expense reimbursement to our CEO. Expenses were incurred for travel and travel related costs



NOTE 7 - STOCKHOLDER’S EQUITY



During the year ended May 31, 2016,
the Company issued 42,500 shares of common stock at par value of $0.0001 to an attorney for legal services rendered for total non-cash
expense of $4.25.



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 expensed.



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



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

During the year ended May 31,
2017, the Company converted $318,631 of principle and accrued interest into 185,348,336 shares of common stock. All conversions
were completed pursuant to the terms of their respective convertible promissory notes. No gains or losses were recognized as a
result of the conversions.



F-11





NOTE 8 – PREFERRED
STOCK

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



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



NOTE 9 - CONVERTIBLE LOANS



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



On April 19, 2016, the Company issued
a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan was $30,000 with an original
issue discount of $3,500 and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on April
19, 2017. Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company,
after 180 days. The conversion rate is at a discount of 48% applied to the lowest 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. On October 19, 2016,
the Company recorded the derivative liability at its fair value of $38,586 based on the Black Scholes Merton pricing model and
a corresponding debt discount of $26,500 to be amortized utilizing the interest method of accretion over the term of the note.
On November 1, 2016, $4,004 of principle was converted into 154,000 shares of common stock. Due to the conversion within the terms
of the agreement, no gain or loss was recognized. At the time of conversion, the Company valued the derivative at $91,172 resulting
in a loss on the change in the fair value of $52,586. During the third quarter the remaining principal and accrued interest of
$25,996 and $1,511, respectively, were fully converted into 19,262,747 shares of common stock resulting in the immediate amortization
of the remaining debt discount of $25,736 and a $107,480 credit to additional paid in capital.



On May 9, 2016, the Company issued a
Convertible Redeemable Note in favor of Adar Bays, LLC. The principal amount of the loan was $30,000 and carried an interest rate
of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Adar Bays, LLC. has the option to convert the
Note plus accrued interest into common shares of the Company, at any time. The conversion rate will be at a discount of 48% applied
to the lowest price for fifteen 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 $108,800 based on
the Black Scholes Merton pricing model and a corresponding debt discount of $30,000 to be amortized utilizing the interest method
of accretion over the term of the note. On November 28, 2016, $3,000 of principal was converted into 229,850 shares of common stock.
Due to the conversion within the terms of the agreement, no gain or loss was recognized. At the time of conversion, the Company
valued the derivative at $40,273 resulting in a gain on the change in the fair value of $8,331. During the third quarter the remaining
principal and accrued interest of $27,000 and $1,453, respectively, were fully converted into 22,030,353 shares of common stock
resulting in the immediate amortization of the remaining debt discount of $13,159 and a $105,878 credit to additional paid in capital.





F-12







On May 9, 2016, the Company issued a
Convertible Redeemable Note in favor of Eagle Equities, LLC. The principal amount of the loan was $30,000 and carried an interest
rate of 8% per annum. It becomes due and payable with accrued interest on May 9, 2017. Eagle Equities, LLC. had the option to convert
the Note plus accrued interest into common shares of the Company, at any time. The conversion rate is at a discount of 48% of the
lowest trading price for fifteen days prior to the actual date of conversion. The Company cannot prepay any amount outstanding
after 180 days. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded
the derivative liability at its fair value of $108,800 based on the Black Scholes Merton pricing model and a corresponding debt
discount of $30,000 to be amortized utilizing the interest method of accretion over the term of the note. During the third quarter
principal and accrued interest of $30,000 and $1,459, respectively, were fully converted into 16,845,031 shares of common stock
resulting in the immediate amortization of the remaining debt discount of $13,151 and a $143,634 credit to additional paid in capital.



On May 10, 2016, the Company issued
a Convertible Promissory Note in favor of Auctus Fund, LLC. The principal amount of the loan was $77,750 with an original issue
discount of $6,750 and carried an interest rate of 8% per annum. It becomes due and payable with accrued interest on May 10, 2017.
Auctus Fund, LLC. had the option to convert the Note plus accrued interest into common shares of the Company, at any time. The
conversion rate will be at a discount of 48% of the lowest trading price for ten days prior to the actual date of conversion. The
Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and accounted for it
as a derivative liability. The Company recorded the derivative liability at its fair value of $261,774 based on the Black Scholes
Merton pricing model and a corresponding debt discount of $77,750 to be amortized utilizing the interest method of accretion over
the term of the note. During the third quarter principal and accrued interest of $77,750 and $605, respectively, were fully converted
into 43,741,990 shares of common stock resulting in the immediate amortization of the remaining debt discount of $20,282 and a
$467,591 credit to additional paid in capital.



On June 2, 2016, the Company issued
a Convertible Promissory Note in favor of JSJ Investments Inc. The principal amount of the loan was $55,000, with an original issue
discount of $3,000, a payment of $2,000 in loan fees and it carries an interest rate of 8% per annum. It becomes due and payable
with accrued interest on June 2, 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 48% applied to the lowest trading price for ten
days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated
the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair
value of $167,895 based on the Black Scholes Merton pricing model and a corresponding debt discount of $55,000 to be amortized
utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued interest of
$55,000 and $2,395, respectively, were fully converted into 32,463,378 shares of common stock resulting in the immediate amortization
of the remaining debt discount of $34,554 and a $190,914 credit to additional paid in capital.



On June 14, 2016, the Company issued
a Convertible Promissory Note in favor of Black Forest Capital LLC. The principal amount of the loan was $80,000, with an original
issue discount of $8,000, a payment of $2,000 for loan fees and it carries an interest rate of 8% per annum. It becomes due and
payable with accrued interest on June 14, 2017. Black Forest Capital, LLC. has the option to convert the Note plus accrued interest
into common shares of the Company, at any time. The conversion rate will be at a discount of 48% applied to the lowest trading
price for ten days prior to the actual date of conversion. The Company cannot prepay any amount outstanding after 180 days. The
company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability
at its fair value of $228,110 based on the Black Scholes Merton pricing model and a corresponding debt discount of $80,000 to be
amortized utilizing the interest method of accretion over the term of the note. During the third quarter principal and accrued
interest of $80,000 and $3,254, respectively, were fully converted into 55,208,045 shares of common stock resulting in the immediate
amortization of the remaining debt discount of $42,959 and a $396,470 credit to additional paid in capital.





F-13









On December 28, 2016, the Company issued
a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $46,000 with an original
issue discount of $6,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December
28, 2017. Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company,
after 180 days. The conversion rate will be at a discount of 45% applied to the lowest trading price for fifteen days prior to
the actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from
the issue date, subject to a cash payment of the principal plus 130% interest and 91 days through 180 for a cash payment of the
principal plus 150% interest. The Company cannot prepay any amount outstanding after 180. As of May 31, 2017, $1,575 of the debt
discount has been amortized to interest expense.



On March 20, 2017, the Company issued
a Convertible Promissory Note in favor of Crown Bridge Partners, LLC. The principal amount of the loan is $114,000 with an original
issue discount of $14,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on March
20, 2018.Crown Bridge Partners, LLC. has the option to convert the Note plus accrued interest into common shares of the Company,
after 180 days. The conversion rate will be at a discount of 43% applied to the lowest trading price for ten days prior to the
actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the
issue date, subject to a cash payment of the principal plus 125% interest and 91 days through 180 for a cash payment of the principal
plus 135% interest. The Company cannot prepay any amount outstanding after 180 days. As of May 31, 2017, $1,799 of the debt discount
has been amortized to interest expense.



On March 27, 2017, the Company issued
a Convertible Promissory Note in favor of JSJ Investments, Inc. The principal amount of the loan is $125,000 with an original issue
discount of $9,250 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December 22,
2017. JSJ Investments, Inc. has the option to convert the Note plus accrued interest into common shares of the Company at any time.
The conversion rate will be at a discount of 40% applied to the three lowest trading prices for ten days prior to the actual date
of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date,
subject to a cash payment of the principal plus 135% interest and 91 days through 180 for a cash payment of the principal plus
145% interest. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and
accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $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 May 31, 2017, the Company fair valued the derivative at $199,080 resulting in a gain
on the change in the fair value of $5,293. In addition, $29,545 of the debt discount has been amortized to interest expense. As
of May 31, 2017, $1,781 of the debt discount has been amortized to interest expense.



On April 4, 2017, the Company issued
a Convertible Promissory Note in favor of Auctus, Fund, LLC. The principal amount of the loan is $145,000 with an original issue
discount of $15,000 and carries an interest rate of 8% per annum. It becomes due and payable with accrued interest on December
22, 2017. Auctus Fund, LLC. has the option to convert the Note plus accrued interest into common shares of the Company, at any
time. The conversion rate will be at a discount of 40% applied to the lowest trading price for ten days prior to the actual date
of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the issue date,
subject to a cash payment of the principal plus 125% interest and 91 days through 180 for a cash payment of the principal plus
140% interest. The Company cannot prepay any amount outstanding after 180 days. The company bifurcated the conversion feature and
accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $257,720 based on
the Black Scholes Merton pricing model and a corresponding debt discount of $145,000 to be amortized utilizing the interest method
of accretion over the term of the note. As of May 31, 2017, the Company fair valued the derivative at $250,895 resulting in a gain
on the change in the fair value of $6,825. In addition, $30,955 of the debt discount has been amortized to interest expense. As
of May 31, 2017, $1,811 of the debt discount has been amortized to interest expense.



F-14







A summary of outstanding convertible
notes as of May 31, 2017 and 2016 is as follows:





|Note Holder                | Issue Date | Maturity Date | Stated Interest
        Rate | 5/31/2016 | Additions | Repayments / Conversions | Principal Balance 5/31/2017
|-------------------------- | ---------- | ------------- | ---------------------------- | --------- | --------- | ------------------------ | ---------------------------
|Crown Bridge Partners, LLC | 2/16/2016  | 2/16/2017     | 8%                           | $40,000   | -         | ($40,000)                | $             -            
|Crown Bridge Partners, LLC | 4/19/2016  | 4/19/2017     | 8%                           | 30,000    | -         | (30,000)                 | -                          
|Adar Bays, LLC             | 5/9/2016   | 5/9/2017      | 8%                           | 30,000    | -         | (30,000)                 | -                          
|Eagle Equities, LLC        | 5/9/2016   | 5/9/2017      | 8%                           | 30,000    | -         | (30,000)                 | -                          
|Auctus Fund, LLC           | 5/10/2016  | 2/10/2017     | 8%                           | 77,750    | -         | (77,750)                 | -                          
|Crown Bridge Partners, LLC | 12/28/2016 | 12/28/2017    | 8%                           | -         | 46,000    | -                        | 46,000                     
|JSJ Investments, Inc.      | 6/2/2016   | 2/26/2017     | 8%                           | -         | 55,000    | (55,000)                 | -                          
|Black forest Capital, LLC  | 6/14/2016  | 6/14/2017     | 8%                           | -         | 80,000    | (80,000)                 | -                          
|Crown Bridge Partners, LLC | 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                    
|Total                      |            |               |                              | 207,750   | 565,000   | (342,750)                | 430,000                    
|Less debt discount         |            |               |                              | (134,148) | -         | -                        | (237,608)                  
|                           |            |               |                              | $73,602   | 565,000   | (342,750)                | 192,392                    



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



|Balance at May 31, 2015                            | $ | -          
|-------------------------------------------------- | - | -----------
|Increase to derivative due to new issuances        |   | 479,374    
|Derivative (gain) due to mark to market adjustment |   | (128,333)  
|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    



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



|Inputs              |  | May 31, 2017 |        | Initial Valuation
|------------------- |  | ------------ | ------ | -----------------
|Stock price         |  | $            | .0074  | $                
|Conversion price    |  | $            | .004   | $                
|Volatility (annual) |  |              | 291.5% |                  
|Risk-free rate      |  |              | 1.08%  |                  
|Years to maturity   |  |              | .58    |                  



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



NOTE 9 - CORRECTION OF ERRORS



The Company has discovered that there
were errors in prior periods regarding revenue, expense and derivative recognition for derivatives related to the embedded conversion
features of convertible notes. As a result, the prior periods in these financial statements have been adjusted.



F-15







NOTE 10 — INCOME TAX



Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.



The provision for Federal income tax consists of the following
at May 31:



|                                            |  | 2017 |           |  | 2016 |  
|------------------------------------------- |  | ---- | --------- |  | ---- | -
|Federal income tax benefit attributable to: |  |      |           |  |      |  
|Current Operations                          |  | $    | 541,179   |  |      | $
|Less: valuation allowance                   |  |      | (541,179) |  |      |  
|Net provision for Federal income taxes      |  | $    | —         |  |      | $



The valuation allowance increased by $319,762 in FY 2017
as a result of the Company using net operating losses from 2016 and generating additional net operating losses in 2017.



The cumulative tax effect at the expected rate of 34% of
significant items comprising our net deferred tax amount is as follows at May 31:



|                                    |  | 2017 |           |  | 2016 |  
|----------------------------------- |  | ---- | --------- |  | ---- | -
|Deferred tax asset attributable to: |  |      |           |  |      |  
|Net operating loss carryover        |  | $    | 616,461   |  |      | $
|Less: valuation allowance           |  |      | (616,461) |  |      |  
|Net deferred tax asset              |  | $    | —         |  |      | $



At May 31, 2017, we had net operating
loss carryforwards of approximately $1,800,000 that may be offset against future taxable income through the year 2037. No tax benefit
has been reported in the May 31, 2017, financial statements since the potential tax benefit is offset by a valuation allowance
of the same amount.



The Company files income tax returns
in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S.
federal, state and local income tax examinations by tax authorities for years before 2014.



Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carryforwards for federal income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.





NOTE 11 - SUBSEQUENT EVENTS



In accordance with ASC 855-10, Subsequent
Events ̧ the Company analyzed its operations subsequent to May 31, 2017, through the date the financial statements were
available to be issued, and has determined that there are no material subsequent events to disclose in these financial statements
other than the following.



On June 2, 2017, the Company issued
a Convertible Promissory Note in favor of GS Capital Partners, LLC. The principal amount of the loan is $132,000 with an original
issue discount of $15,000 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 has the right to prepay any part of the loan plus accrued interest up to 90 days from the
issue date, subject to a cash payment of the principal plus 120% interest and 91 days through 180 for a cash payment of the principal
plus 130% interest. The Company cannot prepay any amount outstanding after 180 days.



F-16







On July 18, 2017, the Company issued
a Collateralized Secured 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 March 18, 2018. The Company may pay off the loan and accrued interest at any time.



On August 3, 2017, the Company issued
a Convertible Promissory Note in favor of JSJ Investments Inc. (“JSJ”). The principal amount of the loan is $60,000
with an original issue discount and fees of $5,000 and carries an interest rate of 8% per annum. It becomes due and payable with
accrued interest on May 3, 2018. JSJ 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 five lowest trading prices for ten days prior to the
actual date of conversion. The Company has the right to prepay any part of the loan plus accrued interest up to 90 days from the
issue date, subject to a cash payment of the principal plus 135% interest and 91 days through 180 for a cash payment of the principal
plus 140% interest. The Company cannot prepay any amount outstanding after 180 days.



Subsequent to May 31, 2017, the Company paid $119,000 for its
Property Lease Agreement with Simfox Enterprises and $36,000 towards its construction agreement.



Subsequent to May 31, 2017, the Company paid off its December
28, 2016 note with Crown Bridge Partners in full for $71,500. The payment includes principle of $46,000, accrued interest and prepayment
penalty.









F-17





ITEM 9. CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

As reported
in our Form 8-K/A filed December 2, 2016, George Stewart, CPA, resigned as our independent registered public accounting firm due
to his transition to retirement. Effective on the same day the Company engaged Fruci & Associates II, PLLC as its new independent
registered public accounting firm.



Item
9A.  CONTROLS AND PROCEDURES



Evaluation of Disclosure
Controls and Procedures



Under
the supervision and with the participation of our management, including the Chief Executive Officer who also acts as our principal
financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures
ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i)
recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated
and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required
disclosure. Based on that evaluation, the Chief Executive Officer concluded that, as of May 31, 2017, these disclosure controls
and procedures were not effective.



Management’s Annual
Report on Internal Control over Financial Reporting



Our management
is responsible to establish and maintain adequate internal control over financial reporting. Our Chief Executive Officer is responsible
to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures
include:

| | • | maintenance
                                         of records in reasonable detail to accurately and fairly reflect the transactions and
                                         dispositions of assets,
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | reasonable
                                         assurance that transactions are recorded as necessary to permit preparation of financial
                                         statements in accordance with generally accepted accounting principles, and that receipts
                                         and expenditures are being made only in accordance with authorizations of management
                                         and directors, and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | reasonable
                                         assurance regarding prevention or timely detection of unauthorized acquisition, use or
                                         disposition of assets that could have a material effect on our financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of
our internal control over financial reporting as of the end of the period May 31, 2017. In making this assessment, our management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control – Integrated Framework of 2013. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the fiscal year May 31, 2017, our internal control over financial reporting were not effective
at that reasonable assurance level. The following aspects of the Company were noted as potential material weaknesses:



- timely
and accurate reconciliation of accounts
- lack
of segregation of duties



29









Changes in Internal Controls
over Financial Reporting



Our management
has determined that there were no changes made in the implementation of our internal controls over financial reporting during
the fourth quarter of the year ended May 31, 2017.



Attestation
Report of Independent Public Accounting Firm



This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public
accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s
report in this annual report.



Item 9B.  OTHER
INFORMATION



None

PART
III

ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification of Directors
and Executive Officers of the Company:

As of May 31, 2017, our
officers and directors were as follows:



|NAME               | AGE | OFFICE                 | SINCE
|------------------ | --- | ---------------------- | -----
|Taiwo
    Aimasiko | 42  | Director,
    CEO, CFO | 2012 



The Directors named
above will serve until a new officer is appointed. Officers will hold their positions at the pleasure of the Board of Directors.
There is no arrangement or understanding between the Directors and Officers of the Company and any other person pursuant to which
any Director or Officer was or is to be selected as a Director or Officer of the Company.



Ms. Aimasiko
has been working as the Company CEO since November 2012. Ms. Aimasiko will serve as Director and officer until her duly elected
successor is appointed or she resigns. There are no arrangements or understandings between Ms. Aimasiko and any other person pursuant
to which she was selected as an officer or director. There are no family relationship between Ms. Aimasiko and any of our officers
or directors. During the past five years, Ms. Aimasiko has not held any other directorships in a company with a class of securities
registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940.



We have no audit committee.
The Company has no compensation committee.



Involvement
in Certain Legal Proceedings

No
officer, director or persons nominated for such positions, promoter or significant employee has been involved in the last ten
years in any of the following:

| | · | Any
                                         bankruptcy petition filed by or against any business of which such person was a general
                                         partner or executive officer either at the time of the bankruptcy or within two years
                                         prior to that time;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Any
                                         conviction in a criminal proceeding or being subject to a pending criminal proceeding
                                         (excluding traffic violations and other minor offenses);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





30







| | · | Being
                                         subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
                                         of any court of competent jurisdiction, permanently or temporarily enjoining, barring,
                                         suspending or otherwise limiting his involvement in any type of business, securities
                                         or banking activities; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Being
                                         found by a court of competent jurisdiction (in a civil action), the Commission or the
                                         Commodity Futures Trading Commission to have violated a federal or state securities or
                                         commodities law, and the judgment has not been reversed, suspended, or vacated.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Compliance
with Section 16(a) of the Exchange Act



Section
16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more
than 10% of a registered class of the Company's equity securities to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file. Based solely on our review of the copies of such forms received by us, or written representations from
certain reporting persons, we believe that during fiscal year ended May 31, 2017, all filing requirements applicable to our officers,
directors and greater than 10% percent beneficial owners were complied with.





ITEM 11. EXECUTIVE COMPENSATION



The table below summarizes all
compensation awarded to, earned by, or paid to our Principal Executive Officer, for all services rendered in all capacities
to us for the latest fiscal year ended May 31, 2017.



|Name               | Title | Year | Salary | Bonus | Stock awards | Option awards | Non-Equity incentive plan compensation | Non-qualified deferred compensation | All other compensation | Total
|------------------ | ----- | ---- | ------ | ----- | ------------ | ------------- | -------------------------------------- | ----------------------------------- | ---------------------- | -----
|Taiwo
    Aimasiko | CEO   | 2016 | 0      | 0     | 0            | 0             | 0                                      | 0                                   | 0                      | 0    
|Taiwo
    Aimasiko | CEO   | 2017 | 0      | 0     | 0            | 0             | 0                                      | 0                                   | 0                      | 0    



Stock Option Grants

We have not granted any
stock options to the executive officers since our inception.

Compensation Agreements

We do not have employment
agreements with our sole officer. Members of our Board of Directors do not receive compensation for their services as Directors.

Audit Committee Financial
Expert

Our board of directors
does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation
S-K.



31





ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The
following tables set forth the ownership, as of the date of this Prospectus, of our common stock by each person known by us to
be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors
as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares,
except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the
rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these
rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or
direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own
beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60
days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may
be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular
date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as
to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding
as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60
days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as
otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock
listed below have sole voting and investment power with respect to the shares shown. The mailing address for all persons is 625
Silver Oak Drive, Dallas, GA 30132.



|Name and Address of
        Beneficial Owner     | Title of Class        | Amount and
        Nature of Beneficial
        Ownership
        (#) |  | Percent of
        Class
        (%)
|------------------------------------------------ | --------------------- | --------------------------------------------------------------------- |  | ------------------------------------
|Taiwo
    Aimasiko, CEO, CFO, Director           | Common
        Shares | 50,000,000                                                            |  | 16.58%                              
|All Officers and Directors as a Group (1 person) | Common
        Shares | 50,000,000                                                            |  | 16.58%                              



Ms. Aimasiko also owns
50,000,000 shares of Series B Preferred stock, which is 100% of the authorized.

This table is based upon
information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages are based upon 301,640,836 shares of common stock
outstanding as of the date of this report.

ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS

Our
president has orally agreed to provide us necessary funding to maintain minimal operations at interest of 0%, payable upon demand.
The anticipated amount of this loan will be not be known at until the time a loan is determined to be needed. The amount will
be based on the amount of funding needed to maintain minimal operation. She is not obligated to make any further advances. We
have no agreement, commitment or understanding to secure any such funding from any other source.



32







The
President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right
to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing
of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. As
of May 31, 2017 and 2016, there is $45,000 and $27,000 accrued for these fees, respectively.

As
of May 31, 2017 and 2016, there are loans from the majority shareholder and related party of $11,438 and $11,236, 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.

During
the year ended May 31, 2017, the Company paid $5,425 for expense reimbursement to our CEO. Expenses were incurred for travel and
travel related costs.

ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES

The
aggregate fees billed for the most recently completed fiscal year ended May 31, 2017 for professional services rendered by the
principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly
reports and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements
for the fiscal period was as follows:

|                       |   | 2017  
|---------------------- | - | ------
|Audit
    Fees         | $ | 16,250
|Audit
    Related Fees | $ | -     
|Tax
    Fees           | $ | -     
|All
    Other Fees     | $ | -     
|Total                  | $ | 16,250



Our
board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed
and approved by the board of directors either before or after the respective services were rendered.

Our
board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision
of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.



PART
IV

ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES

Exhibits

The exhibits listed in
the Exhibit Index are incorporated herein by reference and/or are filed as part of this Form 10-K.

Exhibit Exhibit

Number Description



10.1 Supplier Agreement



10.2 Convertible Promissory
Note dated December 28, 2016 issued to Crown Bridge Partners

10.3 Convertible Promissory
Note dated March 20, 2017 issued to Crown Bridge Partners.



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10.4 Convertible Promissory
Note dated March 27, 2017 issued to JSJ Investments.

10.5 Convertible Promissory
Note dated April 4, 2017 issued to Auctus Fund, LLC.



31.1 Certification of the Chief
Executive Officer and Chief Financial Officer Pursuant to

Rule 13a-14
or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-

Oxley Act
of 2002

31.2 Certification of Chief
Financial Officer pursuant to Securities Exchange Act of 1934

Rule 13a-14(a)
or 15d-14(a).

32.2 Certification of the Chief
Executive Officer and Chief Financial Officer Pursuant to 18

U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002

23.1 Consent of Independent
Registered Public Accounting Firm, George Stewart, CPA



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.



Date: September 15, 2017

/s/ Taiwo Aimasiko

Taiwo Aimasiko

Chief Executive Officer,

President, and Director





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