UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~March 28, ~~2018~~2021

BEMAX, INC.

(Exact name of registrant as specified in its charter)

Nevada

333-197756

46-554081

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

625 Silver Oak Drive

Dallas, GA

30132

(Address of principal executive offices)

(Zip Code)

(770) 401-1809

(Registrant’s telephone number, including area code)

_______________________________________________________

(Former name or former address, if changed since last report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	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) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company

[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

Item 18.01 Other ~~Entry into a Material Definitive Agreement.~~Events

On ~~December~~ 2,March ~~2018~~8, the ~~COMPANY~~Company’s ~~entered~~Board ~~into~~of aDirectors ~~Settlement~~approved ~~Agreement and Stipulation (“Settlement Agreement”) with Livingston Asset Management LLC (“Livingston”) in connection with~~ the ~~settlement~~retirement of ~~a $570~~5,~~925~~000,000 ~~Claim~~common ofshares GSown ~~Capital~~by ~~Fund (“Claim Amount”) against~~ the Company.’s ~~The Settlement Agreement was subject to a Federal court fairness hearing and on January 22~~CEO, Taiwo ~~2019~~Aimasiko, ~~the~~effectively ~~United~~reducing ~~States~~the ~~District~~Company’s ~~Court~~total ~~for~~common ~~The~~shares ~~District~~issued ofand ~~Maryland, Northern Division, Case Number 1:18-CV-03826-RDB, granted approval of the Settlement Agreement~~outstanding.

~~The Settlement Agreement~~On ~~provides~~March ~~that~~4, ~~the~~2021, ~~Company~~Taiwo ~~issue~~Aimasiko, toDirector ~~Livingston shares~~ of the ~~common stock of the~~ Company, ~~(in~~offered ~~accordance~~to ~~with~~retire ~~the~~and ~~formula~~exchanged ~~set forth in the Settlement Agreement) in one or more tranches~~5, ~~as necessary~~000,000 ~~and~~shares ~~subject~~of toCommon ~~certain~~Stock ~~adjustment and ownership~~owned ~~limitations,~~by ~~(the~~her ~~“Settlement~~for ~~Shares”) in reliance upon~~ an ~~exemption~~aggregate ~~from~~2,000,000 ~~registration~~Series ~~provided~~"B" byPreferred ~~Section 3(a)(10)~~Stock ofthat ~~the~~would ~~Securities~~protect ~~Act of 1933, as amended (~~the ~~“Act”)~~voting ~~sufficient~~power toand ~~generate~~ability ~~proceeds~~ to ~~pay the Claim~~participate ~~Amount by sale of the Settlement Shares~~ in the ~~open~~future ~~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~~, ifwhile ~~needed.~~at ~~If satisfied in full, pursuant to~~ the ~~Settlement~~same ~~Agreement,~~time ~~the~~enhance ~~Company~~shareholders’ ~~will eliminate or, if not satisfied in full, reduce the Claim Amount~~value.

InOn ~~connection~~March ~~with the transaction~~5, the Company’s ~~issued~~Board toof ~~Livingston~~Directors aapproved ~~twelve-month~~to ~~convertible~~reduce Company’s ~~note~~shares inoutstanding ~~the~~throughout ~~principal~~2021 ~~amount~~through ofretirement ~~$40,000 bearing interest~~ of ~~10%~~shares ~~per~~currently ~~year~~own toby ~~cover~~management, ~~legal fees~~ and ~~other~~work ~~expenses~~with ofshareholders to ~~Livingston.~~exchange ~~The~~certain ~~Note~~percentage isof ~~convertible~~common ~~into~~stock ~~shares~~to of the Company’s ~~common~~preferred stock atwith ~~50%~~opportunity ofto ~~the~~participate ~~lowest~~in ~~closing~~Company’s program ~~bid~~of ~~price~~profit ~~for~~sharing 20with ~~trading~~shareholders ~~days~~starting ~~prior~~next tofiscal ~~the date of conversion~~year.

InOn ~~connection~~March ~~with the~~5, ~~Settlement~~2021, ~~Agreement and under~~ the Company’s ~~terms~~Board of aDirectors ~~separate~~approved ~~engagement~~to ~~letter~~introduce ~~(“Engagement~~and ~~Letter”)~~launch ~~with~~during ~~Corinthian Partners,~~next ~~LLC~~fiscal ~~(“Corinthian”),~~year ~~the~~its ~~Company~~new ~~will~~brand ~~pay~~of ~~Corinthian~~private ~~ten~~label ~~percent~~hygienic Sanitary ~~(10%)~~Pads. ofThe ~~the~~new ~~dollar~~private ~~amount~~label ofproducts ~~the~~when ~~Claim~~launched ~~Amount extinguished~~will ~~pursuant~~immediately tobe ~~the~~available ~~Settlement Agreement~~ for ~~Corinthian’s~~sales ~~investment~~on ~~advisory and balance sheet restructuring services~~Walmart.com.

~~The~~On March ~~foregoing~~1, is 2021, Bemax Inc. (the “Company”) entered into a ~~summary~~Payment ofand Supply Agreement (the ~~terms~~“Agreement”) with Prince S. Odigie of ~~the~~Blence Esentials Inc., a U.S. Corporation (ithe “Supplier”). ~~Settlement~~Pursuant ~~Agreement~~to ~~and~~the isAgreement, ~~qualified~~the Company inwill purchase its ~~entirety~~new byprivate label brand of disposable diaper from the ~~Settlement~~Supplier ~~Agreement~~totaling ~~attached~~$200,000 ~~hereto~~in a private labeled format and ~~incorporated~~packaging ~~herein~~not astrademarked ~~Exhibit~~by 10the Supplier.1 ~~and~~This ~~(ii)~~Agreement relate to the ~~Engagement~~new ~~Letter~~private ~~and~~label isbrand ~~qualified~~of indisposable ~~its~~diaper to ~~entirety~~be introduce by the ~~Engagement~~Company ~~Letter~~in 2021. The term of the Agreement is valid till March 31, 2024 or until terminated with mutual ~~attached~~written ~~hereto~~consent ~~and~~of ~~incorporated~~both ~~herein~~parties. asThe ~~Exhibit~~new 10private label brand will also be available on Blence Esentials website.2 The Company shall make payment of $200,000 to the Supplier on or before the due date of March 30, 2021 with issuance of twenty million of its restricted Series “A” Preferred Shares.

Item 3.02 Unregistered Sales of Equity Securities.

On March ~~April 1~~8, ~~2019~~2021, ~~in connection with~~ the ~~Settlement~~Company’s ~~Agreement with Livingston Asset Management LLC (“Livingston”)~~CEO, ~~which~~Taiwo ~~is described in above Item 1.01~~Aimasiko, ~~the~~exchanged ~~Company issued to Livingston 99~~5,~~888~~000,000 ~~shares~~ of ~~its~~her common ~~stock~~shares ~~(the “Settlement~~with ~~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~~for ~~to Livingston 114~~2,~~351,~~000 ~~and 118~~,~~666,~~000 ~~respectively, shares of~~ ~~its~~restricted ~~common~~Series ~~stock~~"B" ~~(the~~preferred ~~“Settlement Shares”) for resale in the public markets to generate proceeds to pay some or all of the Claim Amount~~shares. 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.

~~As a 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.~~SIGNATURES

~~Item~~Pursuant to ~~9.01~~the ~~Financial~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf ~~Statements~~by ~~and~~the ~~Exhibits~~undersigned hereunto duly authorized.

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

Date: March 8, 2021		[BEMAX, Inc.]

	By:	/s/ Taiwo Aimasiko
	Name:	Taiwo Aimasiko

	Title:	President and CEO

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

Filing Compare · Bemax, Inc.