BEMAX INC. (OTCMKTS:BMXC) Files An 8-K Other Events

BEMAX INC. (OTCMKTS:BMXC) Files An 8-K Other Events
Item 8.01 Other Events

On January 10, the Company’s Board of Directors approved the retirement of 40,000,000 common shares own by the Company’s CEO, Taiwo Aimasiko, effectively reducing the Company’s total common shares issued and outstanding by 9.3%.

On January 8, 2017, the Company's Board of Directors approved and the Company designated 40,000,000 of its authorized preferred stock as Series "C" preferred shares. The Certificate of Designation stated the following:

Conversion Rights: Each share of Series "C" Preferred is convertible at any time, and from time to time, into one (1) shares of Common Stock one day after the first anniversary of issuance;

Dividend Rights: In the event the Board of Directors declares a dividend on the common stock, each Series "C" Preferred share will be entitled to receive an equivalent dividend as if the Series "C" Preferred Share had been converted into Common Stock prior to the declaration of such dividend.

Voting Rights: 40 votes per share (votes along with common stock);

Liquidation Rights: None

Under Nevada corporation law, no shareholder approval was required for the creation of the Series "C" Preferred Stock or the issuance of Series "C" Preferred Stock in exchange for the shares of common stock exchanged therefor.

On January 10 , 2018, Taiwo Aimasiko, Director of the Company, offered to retire and exchanged 40,000,000 shares of Common Stock of the 50,000,000 owned by her for an aggregate 40,000,000 Series "C" Preferred Stock that would protect the voting power and ability to participate in the future of the Company, while at the same time enhance shareholders’ value. As a result of this retirement and exchange of Common Stock for Series "C" Preferred Stock, the Company’s issued and outstanding Common Stock was reduced from 428,689,775 to a total of 388,689,775.

The above shares of commons stock were issued in reliance on the exclusion from the registration requirements of the Securities Act of 1933, as amended or in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as the issuance of the stock did not involve a public offering of securities.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

On January 8, 2018, Bemax Inc. (the "Company") filed a Certificate of Amendment with the Nevada Secretary of State (the "Nevada SOS") whereby it amended its Articles of Incorporation by increasing the Company's authorized shares from 1,050,000,000 billion to 1,800,000,000 billion. The Company's Board of Directors approved this amendment on January 8, 2018 and majority shareholders of the Company's issued and outstanding shares approved this amendment via a written consent executed on January 8, 2018.

Item 3.02 Unregistered Sales of Equity Securities

On January 10, 2018, the Company’s CEO, Taiwo Aimasiko, exchanged 40,000,000 of her common shares with the Company for 40,000,000 Series "C" preferred shares.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Document Description

4.1 Certificate of Designation (Series C Preferred Stock, filed with Secretary of State of Nevada on January 8, 2018.


Bemax, Inc. Exhibit

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About BEMAX INC. (OTCMKTS:BMXC)

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.

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