BEMAX INC. (OTCMKTS:BMXC) Files An 8-K Entry into a Material Definitive Agreement

BEMAX INC. (OTCMKTS:BMXC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On March 31, 2017, Bemax Inc. (the “Company”) entered into a Supplier Agreement (the “Agreement”) with Guangzhou Suide Commodity Co., Ltd (“GSC”), a limited liability company organized under the laws of the province of Guangdong, China. to the Agreement, the Company will purchase, distribute and export disposable baby diapers produced by GSC in a private labeled format in packaging not trademarked or registered by GSC. This Agreement relate to Mother’s Choice and Mother’s Touch, two of the Company’s private label brands. GSC shall provide storage for Bemax private label brands of disposable baby diapers and ship products to Bemax nominated warehouse at Bemax expense. The term of the Agreement is for 2 years from the date of its execution by both parties. Bemax has the option to extend the Agreement for an additional two (2) years.

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On March 30, 2017, the Company’s board of directors concluded that the Company’s previously issued audited financial statements for the years ended May 31, 2015, May 31, 2016, and the unaudited financial statements for the quarterly periods ended August 31, 2015, November 30, 2015, February 28, 2016, August 31, 2016, November 30, 2016, included in the Company’s Quarterly Reports on Form 10-Q (the “Previously Issued Financial Statements”) filed with the SEC, should no longer be relied upon and should be restated because of certain errors in those financial statements (the “Restatement”). Management evaluated these errors and determined that they had a material impact on the Previously Issued Financial Statements.

These errors primarily related to the calculations of convertibles notes issued by the Company in 2016, as well as errors not properly recording company’s inventory as assets and revenue transactions.

As disclosed, the errors to be corrected by the Restatement are expected to have a material impact on the Company’s financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP).

The Company’s board of directors discussed the matters disclosed within this filing to the Company’s independent auditor.


Item 9.01



Exhibit Number           Description of Exhibit

10.1                               Supplier Agreement


Bemax Inc. is a development-stage company. The Company is focused on exporting and distribution of disposable baby diapers. It exports disposable baby diapers from the United States and Canada, and distributes them in London, and South Africa. The Company also exports from manufacturers from Asia and distributes to other parts of Africa. The Company offers disposable diapers range in size from Newborn to Size six, which accommodates an over 35 pounds (lbs) child. The normal size weight ranges are approximately 10 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, and over 35 pounds: Size 6.

BEMAX INC. (OTCMKTS:BMXC) Recent Trading Information

BEMAX INC. (OTCMKTS:BMXC) closed its last trading session down -0.0020 at 0.0180 with 41,017 shares trading hands.

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