Entry into a Material Definitive

On March 31, 2017, Bemax Inc. (the Company) entered into a Supplier Agreement (the Agreement) with Guangzhou Suide Commodity Co., Ltd (GSC), a limited liability company organized under the laws of the province of Guangdong, China. Pursuant to the Agreement, the Company will purchase, distribute and export disposable baby diapers produced by GSC in a private labeled format in packaging not trademarked or registered by GSC. This Agreement relate to Mothers Choice and Mothers Touch, two of the Companys private label brands. GSC shall provide storage for Bemax private label brands of disposable baby diapers and ship products to Bemax nominated warehouse at Bemax expense.

The term of the Agreement is for 2 years from the date of its execution by both parties. Bemax has the option to e xtend the Agreement for an additional two (2) years.

Item 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On March 30, 2017, the Companys board of directors concluded that the Companys previously issued audited financial statements for the years ended May 31, 2015, May 31, 2016, and the unaudited financial statements for the quarterly periods ended August 31, 2015, November 30, 2015, February 28, 2016, August 31, 2016, November 30, 2016, included in the Companys Quarterly Reports on Form 10-Q (the Previously Issued Financial Statements) filed with the SEC, should no longer be relied upon and should be restated because of certain errors in those financial statements (the Restatement). Management evaluated these errors and determined that they had a material impact on the Previously Issued Financial Statements.

These errors primarily related to the calculations of convertibles notes issued by the Company in 2016, as well as errors not properly recording companys inventory as assets and revenue transactions.

As disclosed, the errors to be corrected by the Restatement are expected to have a material impact on the Companys financial results prepared in accordance with Generally Accepted Accounting Principles (GAAP).

The Companys board of directors discussed the matters disclosed within this filing to the Companys independent auditor.

Item 9.01


Exhibit Number Description of Exhibit

10.1 Supplier Agreement


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: April 5, 2017

By: /s/ Taiwo Aimasiko

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