UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington
D.C. 20549





FORM
10K/A

(Amendment
No. 3)



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



For
the fiscal year ended May 31, 2015

Or

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

For
the transition period from June 1, 2014 to August 31, 2014





Commission
File Number 333-197756







BEMAX
INC.

(Exact
name of registrant as specified in its charter)

Nevada
5190 46-554081

(State
or otherjurisdiction of Organization) (Primary Standard Industrial Classification Code) (NumberIRS Employer Identification Number)

____________________________________________________________________________________________________________

26
Wellsley Lane

Dallas,
GA 30132.

Tel:
(770) 401-1809

(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







1









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 ( )



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 May 31, 2015: 5,175,000







2







TABLE
OF CONTENTS

PART
l

Item
1. Business 3

Item
1A. Risk Factors 6

Item
1B. Unresolved Staff Comments 6

Item
2. Properties 6

Item
3. Legal Proceedings 6

Item
4. Mine Safety Disclosures

PART
ll

Item
5. Market for Common Equity and Related Stockholder Matters

Item
6. Management Discussion and Analysis of Financial Condition and Result of Operations

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Item
7A. Quantitative and Qualitative Disclosures about Market Risk

Item
8. Financial Statement and Supplementary Data

Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclousre

Item
9A. Controls and Procedures.

Item
9B. Other Information.

PART
lll

Item
10. Directors, Executive Officers and Corporate Governance

Item
11. Executive Compensation

Item
12. Security Ownership of Certain Beneficial Owners and Management

Item
13. Certain Relationships, Related Transactions and Director Independence

Item
14. Principal Accountant Fees and Services

PART
IV

Item
15. Exhibits and Financial Statement Schedules

Signatures

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
not generated any revenues. We maintain our statutory registered agent's office at 5348 Vegas Drive, Las Vegas, NV 89108. Our
telephone number is 770-401-1809.

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.



4





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.

To
date, we have identified several North American manufactures of disposable baby diapers that agreed to produce disposable baby
Diapers according to our specific design. The price range is from $0.10 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.

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.



5







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.

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 26, Wellsley Lane, Dallas, Georgia 30132. Our corporate mailing address is
5348 Vegas Drive, Las Vegas, NV 89108.

ITEM
3. 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);
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6









| | • | 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.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM
4. MINE SAFETY DISCLOSURES

Not
applicable.

PART
II



ITEM
5. Market for Common Equity and Related Stockholder Matters

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.

Holders

As
of May 31, 2015, there were 37 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, 2015, we had not granted any stock options.



7







Stock
Repurchases

The
Company did not make any stock repurchases.

ITEM
6. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Business
Overview

Bemax
Inc. is new Nevada –based company focusing on the distribution of disposable baby diapers made in North America by quality
producers to wholesalers and retailers in Europe and South Africa. We are a development stage corporation and have not generated
or realized any revenues from our business operations. The company recently completed offering
of 1,175,000 shares of common stock on a self-underwritten basis. The offering price is $0.05 per share.

ITEM
7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Liquidity
and Capital Resources

Cash
Flows





|                                                        |  | Fiscal
    Year                                       |        | Fiscal
    Year                                                                                                      
|------------------------------------------------------- |  | ----------------------------------------------------- | ------ | ---------------------------------------------------------------------------------------------------------------------
|                                                        |  | Ended                                                 |        | Ended                                                                                                                
|                                                        |  | May
                                         31, 2015 |        | May
                                         31,
                                                                2014
|                                                        |  |                                                       | $      |                                                                                                                      
|Net
    Cash Provided By (Used In) Operating Activities |  |                                                       | (4,113 | )                                                                                                                    
|Net
    Cash Used by Investing Activities               |  |                                                       | (500   | )                                                                                                                    
|Net
    Cash Provided By (Used In) Financing Activities |  |                                                       | 58,750 |                                                                                                                      
|CASH
    AT BEGINNING OF PERIOD                         |  |                                                       | 4,000  |                                                                                                                      
|CASH
    AT END OF PERIOD                               |  | $                                                     | 58,137 |                                                                                                                      



8









Through
May 31, 2015, the Company had not carried on any significant operations and had not any revenues.

We
currently have minimal cash reserves. To date, the Company has covered operating deficits primarily through loans from the sole
director. Accordingly, our ability to pursue our plan of operations is contingent on our being able to obtain funding for the
development, marketing and commercialization of our products and services. However, as a result of its lack of operating success,
the Company may not be able to raise additional funding to cover operating deficits.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has
accumulated deficit of $24,121 since inception (November 28, 2012) to the period ended May 31, 2015 and is dependent on its ability
to raise capital from shareholders or other sources to sustain operations. However, these conditions raise substantial doubt about
the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Results
of Operations for the Period Ended May 31, 2015

Revenues

Revenues
for the year ended May 31, 2015, and May 31, 2014 were $100,000.

Cost
of Goods Sold

Total
cost of goods sold for the year ended May 31, 2015 and May 31, 2014 were $ 95,000 and $0.00 respectively. The cost of goods sold
consist of the purchases of resale items.

Net
Loss

For
the year ended May 31, 2015 and May 31, 2014 we incurred net losses of $ 21,619 and $2,000 respectively.

Expenses

Our
total expenses for the year ended May 31 2015 were $26,619 compared to 2,000 for period ended May 31, 2014. The total expenses
consisted of general and administrative expenses.

Inflation

The
amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.
The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations
with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance
Sheet Arrangements

9







As
of May 31, 2015, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect
on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not
applicable.

ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



BEMAX
INC.

FINANCIAL
STATEMENT

MAY
31, 2015



CONTENTS



|Report
    of Independent Registered Public Accounting Firm | F1
|----------------------------------------------------------- | --
|Balance
    Sheets                                          | F2
|Statements
    of Operations and Income (Loss)              | F3
|Statements
    of Cash Flows                                | F4
|Statements
    of Stockholders' Equity/(Deficit)            | F5
|Notes
    to Financial Statements                           | F6









10











GEORGE
STEWART, CPA F-1

316
17rn AVENUE SOUTH

SEATTLE,
WASHINGTON 98144

(206)
328-8554 FAX (206) 328-0383



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and

Stockholders
of Bemax Inc.



I
have audited the accompanying balance sheets of Bemax Inc. (A Development Stage Company) as of May 31, 2015 and 2014, and the
related statements of operations, stockholders' equity and cash flows for each of the two-year period ended May 31, 2015. Bemax
Inc.'s management is responsible for these financial statements. My responsibility is to express an opinion on these financial
statements based on my audits.

I
conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial
reporting. Our audit included 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, I 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. I believe that my
audits provide a reasonable basis for my opinion.



In
my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bemax
Inc., (A Development Stage Company) as of May 31, 2015 and 2014, and the results of its operations and its cash flows for each
of the years in the two-year period ended May 31, 2015 in conformity with accounting principles generally accepted in the United
States of America.

The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
#2 to the financial statements, the Company has had limited operations and has no established source of revenue. This raises substantial
doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note
#2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/S/
George Stewart

Seattle,
Washington

August
5, 2015

June
2, 2017



F-1









|BEMAX INC.                                              
|--------------------------------------------------------
|Balance Sheets                                          
|(Stated in U.S.Dollars)                                 
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|                                                        
|ASSETS                                                  
|                                                        
|Current Assets                                          
|Cash and cash equivalents                               
|                                                        
|Total current assets                                    
|                                                        
|Fixed Assets                                            
|Furniture and Equipment                                 
|                                                        
|Total fixed assets                                      
|                                                        
|TOTAL ASSETS                                            
|                                                        
|                                                        
|LIABILITIES & STOCKHOLDERS' EQUITY                      
|                                                        
|CURRENT LIABILITIES                                     
|Loan from shareholder and
    related party             
|Accounts payable                                        
|Total current liabilities                               
|                                                        
|STOCKHOLDERS' EQUITY                                    
|                                                        
|Common stock, ($0.0001 par value, 70,000,000 shares     
|authorized; 5,175,000 shares issued and outstanding at  
|May 31, 2015 and  4,000,000 at May 31, 2014 respectively
|Additional paid-in capital                              
|Deficit accumulated during exploration stage            
|TOTAL STOCKHOLDERS' EQUITY                              
|                                                        
|                                                        
|                                                        
|TOTAL LIABILITITES AND STOCKHOLDERS'
    EQUITY         





See
Notes to Financial Statements





F-2











|BEMAX, INC                             
|---------------------------------------
|Statements
    of Operations           
|(Stated
    in U.S.Dollars)            
|                                       
|                                       
|                                       
|                                       
|                                       
|REVENUES                               
|Revenues                               
|                                       
|TOTAL
    REVENUES                     
|                                       
|Cost
    of good sold                  
|Purchases-resale
    items             
|                                       
|TOTAL
    COGS                         
|                                       
|Operating
    costs                    
|                                       
|General and administrative
    expenses
|                                       
|TOTAL
    OPERATING COSTS              
|                                       
|NET
    ORDINARY INCOME (LOSS)         
|                                       
|BASIC
    AND DILUTED EARNINGS (LOSS)  
|PER
    SHARE                          
|                                       
|                                       
|WEIGHTED
    AVERAGE NUMBER OF         
|COMMON
    SHARES OUTSTANDING          







See
Notes to Financial Statements





F-3













|BEMAX
    INC.                                         
|-------------------------------------------------------
|Statements
    of Cash Flows(Stated in U.S. Dollars)   
|                                                       
|                                                       
|                                                       
|                                                       
|                                                       
|CASH
    FLOWS FROM OPERATING ACTIVITIES               
|Net
    income (loss)                                  
|Adjustments
    to reconcile net loss to net cash      
|provided
    by (used in) operating activities:        
|Loan
    from shareholder and related party            
|Accounts
    payable                                   
|Changes
    in operating assets and liabilities:       
|NET
    CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|                                                       
|                                                       
|INVESTING
    ACTIVITIES                               
|Furniture
    and equipment                            
|Net
    cash provided by investing activities          
|CASH
    FLOWS FROM FINANCING ACTIVITIES               
|Issuance
    of common stock                           
|                                                       
|NET
    CASH PROVIDED BY FINANCING ACTIVITIES          
|                                                       
|                                                       
|NET INCREASE  IN
    CASH                              
|CASH AT BEGINNING OF PERIOD                            
|                                                       
|                                                       
|CASH
    AT END OF PERIOD                              
|                                                       
|                                                       
|                                                       
|SUPPLEMENTAL
    DISCLOSURES OF CASH FLOW INFORMATION  
|                                                       
|Cash paid during year
    for :                        
|Interest                                               
|                                                       
|Income
    Taxes                                       



See
Notes to Financial Statements



F-4











BEMAX
INC.

Statements
of Shareholder’s Equity

(Stated
in U.S. Dollars)







|                                      |  |        |           |        |  |                 |     | Deficit           |  |      
|------------------------------------- |  | ------ | --------- | ------ |  | --------------- | --- | ----------------- |  | -----
|                                      |  |        |           | Common |  |                 |     | Accumulated       |  |      
|                                      |  | Common |           | Stock  |  | Additional      |     | During            |  |      
|                                      |  | Stock  |           | Amount |  | Paid-in Capital |     | Development Stage |  | Total
|                                      |  |        |           |        |  |                 |     |                   |  |      
|Stock issued for cash at May 31, 2013 |  |        | —         |        |  | $               | —   |                   |  | $    
|Net loss May 31, 2013                 |  |        |           |        |  |                 |     |                   |  |      
|Balance May 31, 2013                  |  |        | —         |        |  |                 | —   |                   |  |      
|Common stock issued for cash on May   |  |        |           |        |  |                 |     |                   |  |      
|16, 2014.4,000,000 shares at a par    |  |        |           |        |  |                 |     |                   |  |      
|value of $0.0001 per share            |  |        | 4,000,000 |        |  |                 | 400 |                   |  |      
|Net loss May 31, 2014                 |  |        |           |        |  |                 |     |                   |  |      
|Balance May 31, 2014                  |  |        | 4,000,000 |        |  | $               | 400 |                   |  | $    
|Common stock issued for cash between  |  |        |           |        |  |                 |     |                   |  |      
|between October 14 and 24, 2014 at    |  |        |           |        |  |                 |     |                   |  |      
|$0.05 per share                       |  |        | 1,175,000 |        |  |                 | 118 |                   |  |      
|Net loss May 31, 2015                 |  |        |           |        |  |                 |     |                   |  |      
|Balance May 31, 2015                  |  |        | 5,175,000 |        |  | $               | 518 |                   |  | $    







See
Notes to Financial Statements





F-5









BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________

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 and then distributing them throughout Europe and South Africa. The Company is in the development stage
with no revenues and very limited operating history.

These
financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for one year from the balance sheet date. The Company anticipates
future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a
going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on
hand, loans from directors and/or issuance of common shares.

2
GOING CONCERN

These
financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business one year from May 31, 2015. The Company has incurred a loss since
inception resulting in an accumulated deficit of $21,619 as of May 31, 2015 and further losses are anticipated in the development
of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue
as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management
intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or private
placement of common stock.

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



F-6











BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________



3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Presentation

The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America (GAAP) and are presented in US dollars. The Company’s Year End is May 31.

Cash
and Cash Equivalents

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

Use
of Estimates and Assumptions

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

Foreign
Currency Translation

The
financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”,
foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year.
Gains or losses resulting from foreign currency transactions are included in results of operations.

Development
Stage Company

The
Company has elected to adopt application of Accounting Standards Update No. 2014-10,Development Stage Entities (Topic 915): Elimination
of Certain Financial Reporting Requirements; it no longer presents or discloses inception-to-date information and other disclosure
requirements of Topic 915.





F-7









BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________

Impairment
of Long-lived Assets

The
Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential
impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate
with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss,
a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent
of the cash flows of other assets.

Fair
Value of Financial Instrument

The
Company’s financial instruments consisted of cash, accounts payable, related party advances and convertible notes. Unless
otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments. Because of the short maturity of such assets and liabilities the fair value of these
financial instruments approximate their carrying values, unless otherwise noted.

Derivative
Instruments

In
connection with the sale of debt or equity instruments, the debt or equity instruments may contain embedded derivative instruments,
such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host
instrument and accounted for separately as a derivative instrument liability.

The
Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value
of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated
embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using
either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation
techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common
stock price and expected dividend yield, and the expected volatility of our common stock price over the life of





F-8







BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________

the
option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common
stock price based on not only the history of its stock price but also the experience of other entities considered comparable to
the Company.

The
Company estimates fair value of derivative instrument liabilities using the Black-Scholes-Merton option-pricing formula (“Black-Scholes
model”). This model requires the Company to estimate expected volatility and expected life, which are highly complex and
subjective variables. The Company estimates expected term using the safe-harbor provisions of FASB ASC 718. The Company estimated
its expected volatility by taking the average volatility determined for a peer group of similar publicly-traded companies.

Income
Taxes

The
Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values
and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes the enactment date. At May 31, 2015, a full deferred
tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic
and Diluted Net (Loss) per Share

The
Company computes net (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of
both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net (loss)
available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during
the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the
average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.





F-9







BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________

Recent
Accounting Pronouncements

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

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

4.
RELATED PARTY TRANSACTIONS

The
President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right
to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing
of not less than $750,000. The assigned rights are valued at $1,000 per month for rent and $500 for executive compensation. A
total of $9,000 for donated management fees was charged to Shareholder Loan for the year ended May 31, 2015.

As
of May 31, 2015, there are loans from the majority shareholder and related party totalling $17,336. They were made in order to
assist in meeting general and administrative expenses. These advances are unsecured, due on demand and carry no interest or collateral.

5.
STOCKHOLDER’S EQUITY

On
May 16, 2014, the Company authorized the issue of 4,000,000 shares of common stock at a par value of $0.0001 per share, to the
President of the Company for total net proceeds of $4,000.

Between
October 14 and 24, 2014, the Company authorized and issued 1,175,000 shares of common stock at $0.05 per share to various investors
for net proceeds to the Company of $58,750.

At
May 31, 2015, there are a total of 70,000,000 common shares at a par value of $0.0001 per share authorized and 5,175,000 issued
and outstanding.





F-10





BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________

6.
REVENUE RECOGNITION

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

Pre-payment
Policy: All sales to our customers will be solely on a pre-payment basis. Once the order is completed and payment is received,
we will place an order with the North American supplier of disposable baby diapers and arrange shipping directly to our customers.
The pre-payment will be recorded as deferred revenue until the delivery is executed. Management anticipates deferred revenues
will be recognized within the next six months.

7.
INCOME TAXES

The
Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of
assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss
carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because
no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward
has been recognized, as it is not deemed likely to be realized.

The
provision for refundable federal income tax consists of the following for the periods ending:



|                                                                     |  |  | May 31, 2015                                          |   |  |  | May 31, 2014                                          |  
|-------------------------------------------------------------------- |  |  | ----------------------------------------------------- | - |  |  | ----------------------------------------------------- | -
|Federal income tax benefit attributed to:                            |  |  |                                                       |   |  |  |                                                       |  
|Net operating loss                                                   |  |  | 21,619                                                |   |  |  | 2,
                                         502       |  
|Valuation allowance                                                  |  |  | (21,619                                               | ) |  |  | (2,502                                                | )
|Net benefit                                                          |  |  | —                                                     |   |  |  | —                                                     |  
|The cumulative tax effect at the expected rate of 34% of significant |  |  | May
                                         31, 2015 |   |  |  | May
                                         31, 2014 |  
|items comprising our net deferred tax amount is as follows:          |  |  |                                                       |   |  |  |                                                       |  
|Deferred tax attributed:                                             |  |  |                                                       |   |  |  |                                                       |  
|Net operating loss carryover                                         |  |  | 165,433                                               |   |  |  | 851                                                   |  
|Less change in valuation allowance                                   |  |  | (165,463                                              | ) |  |  | (851                                                  | )
|Net deferred tax asset                                               |  |  | —                                                     |   |  |  |                                                       |  



At
May 31, 2015, the Company had an unused net operating loss carry-forward approximating $165,264 that is available to offset future
taxable income; the loss carry-forward will start to expire in 2034.



F-11







BEMAX
INC.

Notes
to the Financial Statements

May
31, 2015

______________________________________________________________________________

8.
SUBSEQUENT EVENTS

The
Company evaluated all events or transactions that occurred after May 31, 2015 up through the date these financial statements were
available for issuance. During this period, the Company is reporting the following;

On
June 5, 2015, the Company decided to increase the authorized amount of common shares that can be issued from 70,000,000 to 500,000,000
with the same par value of $0.0001 per share. The Company also declared a Fifty (50) to One (1) forward stock split effective
immediately.

As
of June 5, 2015, there are 500,000,000 common shares at a par value of $0.0001 per share authorized and 258,750,000 issued and
outstanding.

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

There
were no disagreements with accountants on accounting and financial disclosure during the relevant period.

ITEM
9A. CONTROLS AND PROCEDURES

We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our sole
officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision
and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and
procedures as of January 31, 2015.

Based
on the evaluation of these disclosure controls and procedures, our Chief Executive and Chief Financial Officer concluded that
as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

Lack
of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.



F-12





ITEM
9B. OTHER INFORMATION

Management’s
Annual Report on Internal Control over Financial Reporting.

Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because
of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due
to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART
III

ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification
of Directors and Executive Officers of the Company:

As
of May 31, 2015, our officers and directors were as follows:



|NAME               | AGE | OFFICE                 | SINCE
|------------------ | --- | ---------------------- | -----
|Taiwo
    Aimasiko | 40  | 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.



23









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



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, 2015, 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, 2015.



|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   | 2014 | 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.

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.

24







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.

|SHAREHOLDERS                                                                                                                                                       | #
    OF SHARES | PERCENTAGE
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------- | ----------
|Taiwo
    Aimasiko                                                                                 200,000,000                                              77.29%
|All
    directors and executive officers as a group [1 person]         200,000,000                                              77.29%                            



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 258,750,000
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.



25







ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The
aggregate fees billed for the most recently completed fiscal year ended May 31, 2015 and for fiscal year ended May 31, 2014 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 these fiscal periods were as follows:

|                       | YEAR
    END    
|---------------------- | ----------------
|                       | May
    31, 2015
|Audit
    Fees         | $3,000          
|Audit
    Related Fees | $6,000          
|Tax
    Fees           | -               
|All
    Other Fees     | -               
|Total                  | $9,000          



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

The
following documents are filed as part of this Form 10-K:

(1)
Financial Statements: Balance Sheets, Statements of Operations, Statement of Stockholders’ Equity, Statements of Cash Flows,
and Notes to Financial Statements.

(2)
Financial Statement Schedules: Financial statement schedules are omitted because they are not required or are not applicable,
or the required information is provided in the financial statements or notes described in Item 15(1).

(3)
Exhibits



26







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



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:
June 2, 2017

/s/
Taiwo Aimasiko

Taiwo
Aimasiko

Chief
Executive Officer, Chief Financial Officer,

President,
Treasurer and Director





27