Bemax (BMXC)

Filed: 18 Jul 18, 4:00pm




Washington, D.C. 20549 



Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 


Date of Report (Date of earliest event reported) 07/11/2018  


(Exact name of registrant as specified in its charter) 

(State or other jurisdiction)(Commission file number)(IRS Employer Identification No.)

625 Silver Oak Drive

Dallas, GA

(Address of principal executive offices)


(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 (seeGeneral Instruction A.2. below): 

[ ] 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))      






Item 4.01 Change in Registrants Auditors

(a) Previous independent registered audit firm.

Effective July 11, 2018, the Registrant dismissed Fruci & Associates II, PLLC ("Fruci"), which did audit Registrants year-end financial statements for the year ended May 31, 2017. The change in the Registrant’s auditors was recommended and approved by the Board of Directors of the Registrant.

During the year ended May 31, 2017 there were no disagreements with Fruci (as defined in Item 304(a)(1)(iv) of 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 of Fruci, would have caused them to make reference thereto in their report on financial statements for such years.

During the year ended May 31, 2017 and through May 31, 2018, there were no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The report of 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.

The Company provided Fruci with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Fruci furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Fruci filed as Exhibit 16.1 hereto and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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







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.



Dated: July 18, 2018

By: /s/ Taiwo Aimasiko

Taiwo Aimasiko,

Chief Executive Officer