UNITED ~~STATES SECURITIES AND~~ ~~EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The Securities Exchange Act~~ of ~~1934~~ the

~~Date~~Securities Exchange ofAct ~~Report (Date~~ of ~~earliest event reported) 07/11/2018~~ 1934

~~BEMAX~~Date of ~~INC.~~Report (Date of Earliest Event Reported): December 2, 2018

BEMAX, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~333-197756~~	46333-~~554081~~197756	46-554081
(State or other jurisdiction)	(Commission file number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification Number)
625 Silver Oak Drive Dallas, GA (Address of principal executive offices)	30132 (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

625 Silver Oak Drive

Dallas, GA

30132

(Address of principal executive offices)

(Zip Code)

~~[ ] Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~770) 401-1809

~~[ ] Soliciting material pursuant to Rule 14a-12 under~~(Registrant’s ~~the~~telephone ~~Exchange~~number, ~~Act~~including ~~(17~~area ~~CFR 240.14a-12~~code)

~~[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~ _______________________________________________________

~~[ ] Pre-commencement communications pursuant to Rule 13e-4~~(c)Former name ~~under~~or ~~the~~former ~~Exchange~~address, ~~Act~~if ~~(17~~changed ~~CFR~~since ~~240.13e-4(c~~last report))

~~Item~~Check the ~~4.01~~appropriate ~~Change~~box inbelow ~~Registrants~~if ~~Auditors~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(a)~~¨ ~~Previous~~Written ~~independent~~communications ~~registered~~pursuant ~~audit~~to ~~firm~~Rule 425 under the Securities Act (17 CFR 230.425)

~~Effective~~¨ ~~July~~Soliciting ~~11,~~material ~~2018,~~pursuant ~~the~~to ~~Registrant~~Rule ~~dismissed Fruci & Associates II, PLLC ("Fruci"), which did audit Registrants year~~14a-~~end~~12 ~~financial~~under ~~statements for~~ the ~~year~~Exchange ~~ended~~Act ~~May 31,~~(17 ~~2017.~~CFR ~~The change in the Registrant’s auditors was recommended and approved by the Board of Directors of the Registrant~~240.14a-12)

~~During~~¨ ~~the~~Pre-commencement ~~year~~communications ~~ended~~pursuant ~~May~~to ~~31,~~Rule ~~2017 there were no disagreements with Fruci~~ 14d-2(~~as defined in Item 304(a~~b)~~(1)(iv)~~ ofunder ~~Regulation S-K) on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to~~ the ~~satisfaction~~Exchange ofAct ~~Fruci,~~(17 ~~would~~CFR ~~have caused them to make reference thereto in their report on financial statements for such years~~240.14d-2(b))

~~During~~¨ ~~the~~Pre-commencement ~~year~~communications ~~ended~~pursuant ~~May~~to ~~31,~~Rule ~~2017~~13e-4(c) ~~and~~under ~~through~~the ~~May~~Exchange ~~31, 2018,~~Act ~~there were no reportable events~~ (as17 ~~defined~~CFR ~~in Item 304~~240.13e-4(ac)(1)~~(v) of Regulation S-K).~~

~~The~~Emerging ~~report~~growth ofcompany the independent registered public accounting firm of Fruci for the year ended May 31, 2017 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principle. However, the report contained a going concern paragraph.[X]

~~The~~If an ~~Company~~emerging ~~provided~~growth ~~Fruci~~company, ~~with~~indicate aby ~~copy~~check ofmark ~~this~~if ~~report on~~the ~~Form~~registrant ~~8-K~~has inelected ~~accordance~~not ~~with Item 304(a) of Regulation S-K prior~~ to ~~its~~use ~~filing with~~ the ~~Securities~~extended ~~and~~transition ~~Exchange~~period ~~Commission and~~for ~~requested~~complying ~~that Fruci furnish the Company~~ with aany ~~letter~~new ~~addressed~~or torevised ~~the~~financial ~~Securities~~accounting ~~and~~standards ~~Exchange~~provided ~~Commission~~pursuant ~~stating~~to ~~whether~~Section it13(a) ~~agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy~~ of the ~~letter~~Exchange ~~from Fruci filed as Exhibit 16~~Act.1 ~~hereto and incorporated herein by reference.~~[X]

Item 91.01. ~~Financial~~Entry ~~Statements~~into ~~and~~a ~~Exhibits~~Material Definitive Agreement.

On December 2, 2018, the COMPANY entered into a Settlement Agreement and Stipulation (d“Settlement Agreement”) ~~Exhibits~~with Livingston Asset Management LLC (“Livingston”) in connection with the settlement of a $570,925 Claim of GS Capital Fund (“Claim Amount”) against the Company. The Settlement Agreement was subject to a Federal court fairness hearing and on January 22, 2019, the United States District Court for The District of Maryland, Northern Division, Case Number 1:18-CV-03826-RDB, granted approval of the Settlement Agreement.

Exhibit Number		Description
16.1		Letter of Fruci & Associates II, PLLC to the Securities and Exchange
x		Commission dated July 12, 2018.

The Settlement Agreement provides that the Company issue to Livingston shares of the common stock of the Company (in accordance with the formula set forth in the Settlement Agreement) in one or more tranches, as necessary, and subject to certain adjustment and ownership limitations, (the “Settlement Shares”) in reliance upon an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended (the “Act”) sufficient to generate proceeds to pay the Claim Amount by sale of the Settlement Shares in the open market. At no time may Livingston beneficially own more than 9.99% of the Company’s outstanding shares. Also, pursuant to the terms of the Settlement Agreement, the Company will amend its articles of incorporation to increase the number of authorized shares of common stock, if needed. If satisfied in full, pursuant to the Settlement Agreement, the Company will eliminate or, if not satisfied in full, reduce the Claim Amount.

~~SIGNATURES~~In connection with the transaction, the Company issued to Livingston a twelve-month convertible note in the principal amount of $40,000 bearing interest of 10% per year to cover legal fees and other expenses of Livingston. The Note is convertible into shares of the Company’s common stock at 50% of the lowest closing bid price for 20 trading days prior to the date of conversion.

~~Pursuant~~In toconnection with the ~~requirements~~Settlement ofAgreement and under the ~~Securities~~terms ~~Exchange~~of a separate engagement letter (“Engagement Letter”) with Corinthian ~~Act~~Partners, ofLLC ~~1934~~(“Corinthian”), the ~~Registrant~~Company ~~has~~will ~~duly~~pay ~~caused~~Corinthian ~~this~~ten ~~report~~percent to(10%) beof ~~signed~~the ondollar ~~its~~amount ~~behalf~~of bythe Claim Amount extinguished pursuant to the ~~undersigned~~Settlement ~~hereunto~~Agreement ~~duly~~for ~~authorized~~Corinthian’s investment advisory and balance sheet restructuring services.

~~BEMAX~~The ~~INC~~foregoing is a summary of the terms of the (i) Settlement Agreement and is qualified in its entirety by the Settlement Agreement attached hereto and incorporated herein as Exhibit 10.1 and (ii) the Engagement Letter and is qualified in its entirety by the Engagement Letter attached hereto and incorporated herein as Exhibit 10.2.

~~Dated:~~Item ~~July~~3.02 ~~18,~~Unregistered ~~2018~~Sales of Equity Securities.

~~By:~~On ~~/s/~~April ~~Taiwo~~1, ~~Aimasiko~~2019, in connection with the Settlement Agreement with Livingston Asset Management LLC (“Livingston”), which is described in above Item 1.01, the Company issued to Livingston 99,888,000 shares of its common stock (the “Settlement Shares”) for resale in the public markets to generate proceeds to pay some or all of the Claim Amount. On May 8, 2019 and June 10, 2019, the Company issued to Livingston 114,351,000 and 118,666,000 respectively, shares of its common stock (the “Settlement Shares”) for resale in the public markets to generate proceeds to pay some or all of the Claim Amount. The issuance of the Settlement Shares to Livingston was made in reliance upon an exemption from registration provided under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Act”). The Settlement Shares are deemed to be free trading, free of a restrictive legend.

~~Taiwo~~As a ~~Aimasiko~~result of the issuance of the 332,905,000 Settlement Shares to Livingston, there are currently 1,624,861,767 shares of the Company’s common stock issued and outstanding.

~~Chief~~Item ~~Executive~~9.01 ~~Officer~~Financial Statements and Exhibits.

(d) Exhibits The following exhibits are filed with this report:

Exhibit No. Description

10.1 [SETTLEMENT AGREEMENT]

10.2 Corinthian Engagement Letter

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 2, 2019		[BEMAX, Inc.]

	By:	/s/ Taiwo Aimasiko
	Name:	Taiwo Aimasiko

	Title:	President and CEO

Exhibit 10.1

SETTLEMENT AGREEMENT AND STIPULATION

Exhibit 10.2

CORINTHIAN LETTER ENGAGEMENT

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