Entry into a Material Definitive

Agreements with Kodiak Capital Group, LLC

We have entered into a $2.5 million common stock purchase agreement with Kodiak Capital Group, LLC, a Newport Beach-based institutional investor. We have agreed to file a registration statement with the U.S. Securities & Exchange Commission ("SEC") covering the shares that may be issued to Kodiak under the terms of the common stock purchase agreement. After the SEC has declared the registration statement related to the transaction effective, the company has the right at its sole discretion over a period of one year to sell up to $2.5 million of common stock under the terms set forth in the agreement. Proceeds from this transaction will be used to fund our inventory and for working capital.

In connection with the entering of t he stock purchase agreement, we have paid a commitment fee of 1,100,000 shares in restricted common shares of our company to Kodiak,

Item 9.01 Exhibits

10.1 - Equity Purchase Agreement with Kodiak Capital Group dated November 14, 2016

10.2 - Registration Rights Agreement with Kodiak Capital Group dated November 14, 2016

SIGNATURE

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.

BEMAX INC.

(Registrant)

Date: November 16, 2016

By: /s/ Taiwo Aimasiko

President/CEO

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Other recent filings from the company include the following:

Notification of inability to timely file Form 10-Q or 10-QSB - April 17, 2018

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