UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, 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) ~~April 28,~~September 15, 2017

GARMATEX HOLDINGS LTD. (Exact name of registrant as specified in its charter)

Nevada	333-196921	36-4752858
(State or other	(Commission	(IRS Employer
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
jurisdiction	File	Identification
incorporation)		No.)
of incorporation)	Number)	No.)

7458 Allison Place, Chilliwack, British Columbia, Canada V4Z 1J7 (Address of principal executive offices) (Zip Code)

1853 King Beach Avenue, Las Vegas, Nevada	89123-4300
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code ~~778.823.3104~~360-305-1368

~~Not~~N/A ~~Applicable~~ (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 ~~(see General Instruction A.2. below)~~:

[ ] Written communications pursuant to Rule ~~425~~ 425 under the Securities Act (17 CFR 230.425) [ ] ~~Soliciting~~ 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))

~~Indicate by~~Item ~~check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230~~1.~~405~~02 ofTermination ~~this chapter) or Rule 12b-2~~ of ~~the~~a ~~Securities~~Material ~~Exchange~~Definitive ~~Act of 1934 (§240.12b-2 of this chapter).~~Agreement

As ~~Emerging~~previously ~~growth~~announced, on April 8, 2016, we entered into a definitive Arrangement Agreement with Garmatex Technologies, Inc., a private company ~~[X]~~incorporated under the laws of the Province of British Columbia, Canada ("Garmatex"), pursuant to which we had agreed to acquire all of the issued and outstanding securities of Garmatex in exchange for equivalent securities of our company by way of a statutory arrangement (the “Arrangement”) pursuant to the Business Corporations Act (British Columbia).

~~If an~~On ~~emerging~~March ~~growth~~8, ~~company~~2017, ~~indicate~~we byexecuted ~~check~~an ~~mark~~amended, ifeffective August 15, 2016, to the ~~registrant~~Arrangement, ~~has elected~~which ~~not~~allowed for an extension of the termination date to ~~use~~May 31, 2017 and settlement of all the ~~extended~~loans ~~transition~~issued ~~period~~under ~~for~~the ~~complying~~previously entered ~~with~~Secured ~~any~~and ~~new~~Subordinated ~~or revised~~Loan ~~financial~~Agreement, ~~accounting~~dated ~~standards~~March ~~provided~~15, ~~pursuant~~2016, towhich ~~Section~~in aggregate ~~13(a)~~was CDN $953,988. In consideration of the ~~Exchange~~settlement, ~~Act~~Garmatex granted a non-exclusive technology Sublicense Agreement, dated March 8, 2017, and a Garmatex Trademark and Technology License Agreement, dated March 9, 2017, to their trade secret formulae and trademarks.

~~[ ]~~Effective on September 15, 2017 the Arrangement Agreement has been terminated between our company and Garmatex Technologies, Inc.

-Item 25.01 -Changes in Control of Registrant

~~Item~~On 1September 19, 2017, Devon Loosdrecht, our former president and director, transferred 16,500,000 restricted shares of our common stock to James Bregani.01 ~~Entry~~The ~~into~~shares were transferred in accordance with a ~~Material~~share ~~Definitive~~purchase agreement ~~Agreement~~dated September 19, 2017. Mr. Bregani purchased the shares from personal funds in the amount of $5,000. Mr. Bregani now owns 46% of the issued and outstanding shares of our company. Mr. Bregani holds the shares in trust for his son, Robert Bregani, the beneficial owner.

On April 28, 2017, we entered into a loan agreement (the “Loan Agreement”) with BGC Consultants Limited (the “Lender”), whereby the Lender agreed to provide a loan to our company in the principal amount of US$100,000 (the “Loan Amount”).2

~~The~~Item ~~Loan~~5.02 ~~Amount~~Departure ~~shall bear interest both before and after maturity, default and judgment from and including the date~~ of ~~advance~~Directors ofor ~~the Loan~~Certain ~~Amount~~Officers; toElection ~~the date~~ of ~~repayment~~Directors; inAppointment ~~full at the rate~~ of 5%Certain ~~per~~Officers; ~~annum, compounded~~Compensatory ~~annually,~~Arrangements ~~in accordance with the terms and conditions~~ of ~~the~~Certain ~~Loan Agreement. The Loan Amount and any accrued and unpaid interest shall mature on April 28, 2018.~~ Officer

~~The~~Effective ~~Loan~~October ~~Amount~~2, ~~will~~2017, beDevon ~~convertible~~Loosdrecht ~~into~~resigned ~~shares~~as president, ofchief ~~our~~executive ~~common stock~~officer, bysecretary, ~~the~~treasurer ~~Lender,~~and atas ~~its~~a ~~option,~~director atof our ~~any~~company. ~~time~~Mr. ~~The~~Loosdrecht's ~~conversion~~resignation iswas tonot ~~occur~~the atresult aof any ~~conversion~~disagreements ~~price~~with ofour ~~$0.20.~~company regarding our operations, policies, practices or otherwise.

~~Upon~~Concurrently with the ~~occurrence~~resignation orof ~~existence~~Mr. ofLoosdrecht, ~~any~~Lawrence Stephenson ~~event~~was ofappointed ~~default~~as our president, ~~all~~chief executive officer secretary, ~~outstanding~~treasurer ~~amounts~~and ~~payable~~as bythe ~~our~~sole ~~company~~director ~~under~~of ~~the~~our ~~Loan~~board ~~Agreement~~of ~~may~~directors. ~~become immediately~~There ~~due~~is ~~and~~no understanding ~~payable,~~or ~~without~~arrangement ~~presentment,~~between ~~demand,~~Mr. ~~protest~~Stephenson orand any other person ~~notice~~pursuant ofto ~~any~~which ~~kind~~Mr. Stephenson was selected as a director. Mr. Stephenson does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or executive officer.

WeLawrence ~~issued~~Stephenson ~~and intend to issue these securities to one non~~-~~U.S. person~~ ~~(as~~President, ~~that~~Chief ~~term~~Executive ~~is defined in Regulation S of the Securities Act of 1933)~~Officer, inSecretary, anTreasurer ~~offshore transaction relying on Regulation S~~ and~~/or~~ ~~Section~~Director ~~4(a)(2) of the Securities Act of 1933.~~

~~Effective~~Mr. ~~July~~Laurie 6Stephenson, ~~2017~~MBA, ~~the~~BSc, ~~Lender~~Geologist, ~~assigned~~graduated ~~the~~in ~~loan~~1975, from Carlton University in Ottawa, Ontario, Canada, with a Bachelor of Science Degree in geology and ~~the~~in 1985, from York University in Toronto, Ontario, Canada, ~~Loan~~with ~~Agreement~~a Masters of Business Administration is responsible for negotiations with numerous exploration companies, prospectors and governmental departments to secure ~~Robert~~prospects ~~Bregani~~and permits to enable various junior companies to conduct their exploration programs. In addition, to hiring and evaluating geological staff, preparing engineering and assessment reports, investor reports and business plans, he was responsible for ensuring the company conformed to Securities and Mining regulations.

~~Item~~From 21975 to 1985, Mr.03 ~~Creation~~Stephenson was District Geologist for Duval International Corporation of aToronto, ~~Direct~~Ontario ~~Financial~~where ~~Obligation~~his orduties anthe planning, ~~Obligation~~organizing ~~under~~and anbudgeting ~~Off-Balance~~for ~~Sheet~~exploration ~~Arrangement~~programs throughout Eastern Canada and the United States. During that time, he assisted in the formation of local agovernmental ~~Registrant~~lobby groups in the Province of Newfoundland and Labrador.

~~The~~In ~~information~~October ~~contained~~1987, inMr. ~~Item~~Stephenson ~~1.01~~became ofa ~~this~~director ~~current~~of ~~report~~Glencairn Explorations Ltd., a company listed on ~~Form~~the ~~8-K~~TSX isVenture ~~responsive~~Exchange where he was instrumental in organizing the company’s venture into a South American diamond placer project and participating in financing and geological advise with respect to ongoing ventures for the company including the start up of gold producer Wheaton River Explorations Inc., an independent subsidiary of Glencairn Explorations Ltd. He remained a director of this ~~item~~company until 2002.

~~Item~~In 31989, he initiated a junior exploration company, Kokanee Explorations Ltd.02 ~~Unregistered~~which ~~Sales~~raised over $8 million for exploration ventures in Canada and the United States and was the director of ~~Equity~~exploration ~~Securities~~for Golden Chief Resources when it concluded and operated it’s 1998-1999 joint venture with Kinross Gold Company on the Atlanta Property of eastern Nevada.

~~The~~Since ~~information~~1999, ~~contained~~Mr. Stephenson was involved in ~~Item~~the 1reorganization of Sutcliffe Resources Inc.01, ofa ~~this~~company ~~current~~listed ~~report~~ on ~~Form~~the ~~8-K~~TSX isVenture ~~responsive~~Exchange toin Canada, ~~this~~which ~~item~~subsequently raised $55 million for projects in Russia.

~~Item~~In 9addition, to working with Sutcliffe Resources Inc.01 (2001-2008) ~~Financial~~he ~~Statements~~worked with several associated Junior mineral exploration and development ~~Exhibits~~companies in the Senior Geologist Manager role including Consolidated Goldwin Ventures (Now WestKam Gold Inc.), Sidon International Resources (now Cameo Resources Ltd.) and Douglas Lake Minerals Inc (now Handeni Gold Inc.) directing exploration for the companies throughout Canada the United States and throughout the world (South America; Africa and Australia including Diamond Projects in NWT, copper platinum in Ungava Northern Quebec Canada, copper and gold in Kamloops British Columbia, Canada, gold in Tanzania and gold and Diamonds in Brazil).

~~(d)~~ Mr. Stephenson has over 35 years of experience working for ~~Exhibits~~junior and senior mining companies in Canada, USA Mexico, South America and Tanzania. He is a member of the Professional Engineers Association of Ontario.

10.1	Loan Agreement dated April 28, 2017 with BGC Consultants Limited
10.2	Assignment of Debt dated July 6, 2017 between BGC Consultants Limited and Robert Bregani
99.1	News release dated July 19, 2017.

Our company believes that Mr. Stephenson ' professional background experience give him the qualifications and skills necessary to serve as a director and officer of our company.

- 3 -

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.

GARMATEX HOLDINGS LTD. /s/ Lawrence Stephenson Lawrence Stephenson President, Chief Executive Officer, Secretary, Treasurer and Director Date: October 6, 2017

By:

/s/ Devon Loosdrecht Devon Loosdrecht President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director Date: July 19, 2017

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