UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

BEMAX INC.

(Exact name of issuer as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

625 Silver Oak Drive

Dallas, GA 30132

(404) 480-8372

(Address, including zip code, and telephone number,

including area code, of issuer’s principal executive office)

EastBiz Inc.

5348 Vegas Dr.

Las Vegas, NV 89108

Tel: (702)871-8678 Fax: (702)387-3827

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

PRELIMINARY OFFERING CIRCULAR SUBJECT TO COMPLETION, DATED August 31, 2023

BEMAX INC.

MAXIMUM OFFERING AMOUNT: $6,000,000

This is a public offering of up to 1,000,000,000 shares of Common Stock of Bemax Inc. at a price of $0.006 for a maximum of $6,000,000.

The end date of the offering will be exactly 365 days from the date the Offering Circular is approved by the Attorney General of the state of New York (unless extended by the Company, in its own discretion, for up to another 90 days).

Our Common Stock currently trades on the OTC Pink market under the symbol “BMXC” and the closing price of our Common Stock on August 30, 2023 was $0.0101. Our Common Stock currently trades on a sporadic and limited basis.

Please be advised that due to the ownership of super voting rights by our management team in the form of Preferred Shares, your voting rights as a common shareholder will be substantially limited.

We are offering our shares without the use of an exclusive placement agent. However, the Company reserves the right to retain one. The proceeds will be disbursed to us, and the purchased shares will be disbursed to the investors.

We expect to commence the sale of these shares within two calendar days of the date on which the Offering Statement of which this Offering Circular is qualified by the Securities and Exchange Commission.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Common Stock by the Company.

This Offering Circular is following the offering circular format described in Part II (a)(1)(ii) of Form 1-A.

The Company, by determination of the Board of Directors, in its sole discretion, may issue the Common Stock under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. The aggregate offering price will be based on the price at which the Common Stock are offered for cash. Any portion of the aggregate offering price or aggregate sales attributable to cash received in a foreign currency will be translated into United States currency at a currency exchange rate in effect on, or at a reasonable time before, the date of the sale of the securities. If securities are not sold for cash, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of non-cash consideration will be reasonable at the time made.

Our Board of Directors used its business judgment in setting a value of $0.006 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

THE SECURITIES UNDERLYING THIS OFFERING STATEMENT MAY NOT BE SOLD UNTIL QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION. THIS OFFERING CIRCULAR IS NOT AN OFFER TO SELL, NOR SOLICITING AN OFFER TO BUY, ANY SHARES OF OUR COMMON STOCK IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH SALE IS PROHIBITED.

INVESTMENT IN SMALL BUSINESS INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE PURCHASING ANY SHARES IN THIS OFFERING.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, WHICH WE REFER TO AS THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR YOUR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

The date of this Offering Circular is August 31, 2023.

TABLE OF CONTENTS

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Offering Circular. You must not rely on any unauthorized information or representations. This Offering Circular is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements under the “Summary,” “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other sections of this Offering Circular. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described under “Risk Factors.”

While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this Offering Circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward- looking statements.

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular.

SUMMARY

This summary highlights information contained elsewhere in this Offering Circular. This summary does not contain all of the information that you should consider before deciding to invest in our Common Stock. You should read this entire Offering Circular carefully, including the “Risk Factors” section, our historical consolidated financial statements and the notes thereto, and unaudited pro forma financial information, each included elsewhere in this Offering Circular. Unless the context requires otherwise, references in this Offering Circular to “the Company,” “we,” “us” and “our” refer to [Company]

Our Company

Bemax Inc. (the “Company”) was founded in Nevada on November 28, 2012 as a distribution company to export and distribute Disposable Baby Diapers from US and Canada to Europe and South Africa. At formation, the principal operations of the Company were to distribute its own private label Disposable Baby Diapers to wholesalers and retailers in Europe and South Africa. In September of 2015, the Company launched its first private label of Disposable Baby Diaper of Mother’s Hugs. In 2017, the Company commenced online sales of its private label brand of Disposable Baby Diapers at www.bemaxinc.com/webstore.

In April of 2018, the Company filed for trademark with the U.S. Patent and Trademark Office for its private label brand of Mother’s Touch Disposable Baby Diaper and received trademark registration in December of 2018. In 2021, the Company introduced its private label brand of Modenna Disposable Baby Diapers.

Effective June 30, 2015, the Company effectuated 50 shares for 1 share forward stock split which increased the number of outstanding shares from 5,000,000 to 250,000,000. Effective June 4, 2021, the Company effectuated a 1 share for 7,000 shares reverse stock split which reduced the number of outstanding shares of common stock from 1,624,861,767 to 232,123 at the effective date. On June 13, 2021, pursuant to the Company’s Series B Certificate of Designation, the Company’s director, Taiwo Aimasiko converted 240,000 Series B Preferred shares to 6,000,000 restricted Common Stock. Effective June 24, 2021, the Company amended its Articles of Incorporation to reduce the number of authorized shares from 2,300,000,000 to 800,000,000. On July 29, 2021, the Company amended its Articles of Incorporation to increase the number of authorized shares from 800,000,000 to 2,800,000,000.

Sales Promotional Program

As part of our integration effort, and as a way of increasing the sales of products outside of both the existing wholesale distribution network and the online platform, the Company set up a reseller’s program that support distributors and resellers expand their customer and distribution base. Working closely with each reseller, Bemax will create tailored incentive programs that deliver results across a diverse range of global customers of the Company’s private label brands of Disposable Baby Diapers.

THE OFFERING

This offering is being made on a self-underwritten basis without the use of an exclusive placement agent, although the Company may choose to engage a placement agent at its sole discretion. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Management will make its best effort to fill the subscription in the states of New York and Colorado. However, in the event that management is unsuccessful in raising the required funds in New York and Colorado, the Company may file a post qualification amendment to include additional jurisdictions that management has determined to be in the best interest of the Company for the purpose of raising the maximum offer.

In the event that the Offering Circular is fully subscribed, any additional subscriptions shall be rejected and returned to the subscribing party along with any funds received.

In order to subscribe to purchase the shares, a prospective investor must complete a subscription agreement and send payment by check, wire transfer or ACH. Investors must answer certain questions to determine compliance with the investment limitation set forth in Regulation A Rule 251(d)(2)(i)(C) under the Securities Act of 1933, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investors’ most recently completed fiscal year are used instead.

The Company has not currently engaged any party for the public relations or promotion of this offering.

As of the date of this filing, there are no additional offers for shares, nor any options, warrants, or other rights for the issuance of additional shares except those described herein.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. You should carefully consider each of the following risks, together with all other information set forth in this Offering Circular, including the consolidated financial statements and the related notes, before making a decision to buy our Common Stock. If any of the following risks actually occurs, our business could be harmed. In that case, the trading price of our Common Stock could decline, and you may lose all or part of your investment.

This offering contains forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause our customers’ or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as other sections in this prospectus, discuss the important factors that could contribute to these differences.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

This prospectus also contains market data related to our business and industry. This market data includes projections that are based on a number of assumptions. If these assumptions turn out to be incorrect, actual results may differ from the projections based on these assumptions. As a result, our markets may not grow at the rates projected by these data, or at all. The failure of these markets to grow at these projected rates may have a material adverse effect on our business, results of operations, financial condition and the market price of our Common Stock.

Risk Related to our Company and our Business

We may require additional funds in the future to achieve our current business strategy and our inability to obtain funding may cause our business to fail.

We may need to raise additional funds through public or private debt or equity sales in order to fund our future operations and fulfill contractual obligations in the future. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our current business plan and develop our products, and as a result, could require us to diminish or suspend our operations and possibly cease our existence.

Even if we are successful in raising capital in the future, we will likely need to raise additional capital to continue and/or expand our operations. If we do not raise the additional capital, the value of any investment in our Company may become worthless. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan.

We have a limited operating history in our new business lines that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small developing company. As a result, we may not be profitable, and we may not be able to generate sufficient revenue to develop as we have planned.

We were incorporated in the State of Nevada in 2012. We have no significant assets or financial resources at this time. Although our management is experienced in operating private label development of disposable baby diaper, the shift of our business into brick and mortar locations is very limited. The likelihood of our success must be considered in light of the expenses and difficulties in development of customers nationally and internationally, and keeping customers and obtaining financing to meet the needs of our plan of operations. Since we have a limited operating history, we may not be profitable, and we may not be able to generate sufficient revenues to meet our expenses and support our anticipated activities.

There is substantial doubt as to whether we will continue operations. If we discontinue operations, you will likely lose your investment.

We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $3,474,125. These factors raise substantial doubt regarding the ability of our business to continue as a going concern. We anticipate that we will incur increased expenses without realizing enough revenues. We therefore expect to incur significant losses in the foreseeable future. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to find enough buyers of Disposable Baby Diapers in locally and internationally and earn profits from distributing and exporting Disposable Baby Diapers. We cannot guarantee that we will be successful in generating revenues and profits in the future. Failure to generate revenues and profits will cause us to suspend or cease operations. If this happens, you will likely lose all of your investment.

Our limited operating history makes it difficult for us to accurately forecast net sales and appropriately plan our expenses.

We have a limited operating history in the private label disposable diaper industry. As a result, it is difficult to accurately forecast our net sales and plan our operating expenses. We base our current and future expense levels on our operating forecasts and estimates of future net sales. Net sales and operating results are difficult to forecast because they generally depend on the volume and timing of the orders we receive, which are uncertain. Some of our expenses are fixed, and, as a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in net sales. This inability could cause our net income in a given quarter to be significantly lower than expected.

Because we do not have an escrow or trust account for your subscription, if we file for bankruptcy protection or are forced into bankruptcy, or a creditor obtains a judgment against us and attaches the subscription, you will lose your investment.

Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.

We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

We operate in a highly competitive environment. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient customers to operate profitably. If we do not make a profit, we will suspend or cease operations.

Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we

may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

We expect our quarterly financial results to fluctuate.

We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.

Our business can be affected by currency rate fluctuation.

If the Euro or South African Rand decline against the US Dollar, the price for Disposable Baby Diapers will become very high for European and South African purchasers and they may switch to other suppliers of Disposable Diapers.

Our continued operations depend on the market’s acceptance of the Disposable Baby Diaper brand or brands we will sell. If the market does not find our products desirable and we cannot establish a customer base, we may not be able to generate revenues which will likely result in a failure of our business and a total loss of your investment in our shares.

The ability to offer Disposable Baby Diaper brand or brands that the market accepts and is willing to purchase is critically important to our success. We cannot be certain that the Disposable Baby Diaper brand or brands we will sell will be accepted by the marketplace. As a result, there may not be any demand and our revenue stream could be limited and we may never realize any revenues. In addition, there are no assurances that the Company will generate revenues in the future even if we alter our product and marketing efforts and pursue alternative or complementing revenue generating services in the future.

Our future success is dependent, in part, on the performance and continued service of our President and CEO. Without her continued service, we may be forced to interrupt or eventually cease our operations.

We are presently dependent to a great extent upon the experience, abilities and continued services of our President and CEO. The loss of her services would delay our business operations substantially.

Our current officer and sole director do not have experience in the online retail or marketing.

Although our officer and sole director has extensive business experience, she does not have extensive experience in the online retail business. Therefore, without industry-specific experience, her business experience may not be enough to effectively start-up and maintain online product sales. As a result, the implementation of our business plan may be delayed, or eventually, unsuccessful.

Because we will export our product overseas, we can be affected by disruptions in delivery.

We will export Disposable Baby Diapers t overseas. Because we intend to export Disposable Baby Diapers and deliver them directly to our customers, we believe that disruptions in shipping deliveries may affect us. Deliveries of Disposable Baby Diapers to our customers may be disrupted through factors such as:

Because our sole officer and director has other business interests, she may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Our sole officer and director, Taiwo Aimasiko, will only be devoting limited time to our operations. Ms. Aimasiko intends to devote 35% of her business time to our affairs. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Taiwo Aimasiko from her other obligations could increase with the result that she would no longer be able to devote sufficient time to the management of our business. In addition, Ms. Aimasiko may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.

Our current CEO and sole Director, Taiwo Aimasiko, beneficially owns approximately or has the right to vote 100% Series C Preferred Stock, which counts for more than 80% of the total voting rights of the Common Stock. As a result, she has a substantial voting power in all matters submitted to our stockholders for approval; she will make and control corporate decisions that may be disadvantageous to minority shareholders.

Ms. Aimasiko will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Ms. Aimasiko may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.

Our growth will place significant strains on our resources.

The Company is currently in the exploration stage, with only limited operations, and has generated limited revenue since beginning work on the new lines of business. The Company’s growth, if any, is expected to place a significant strain on the Company’s managerial, operational and financial resources. Moving forward, the Company’s systems, procedures or controls may not be adequate to support the Company’s operations and/or the Company may be unable to achieve the rapid execution necessary to successfully implement its business plan. The Company’s future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its operations, if any. If the Company is unable to manage growth effectively, the Company’s business, results of operations and financial condition will be adversely affected.

As a publicly reporting company, we will continue to incur significant costs in staying current with reporting requirements. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

Our directors and other future personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, that are necessary to remain as an OTC Markets alternative reporting company, will be costly as an external third-party consultant(s), attorney, or firm, may have to assist in some regard to following the applicable rules and regulations for each filing on behalf of the company.

Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Trading price in our shares of common stock fluctuates significantly and stockholders may have difficulty reselling their shares.

As of the date of this Offering Circular our common stock trades on via the Pink Sheets, we expect a volatility associated with our shares in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) competing technological innovations by manufacturers of Disposable Baby Diapers or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.

Risks Related to Our Business and Industry

The online retail sales for disposable diaper products are an intensely competitive market.

While there is evidence of strong consumer appeal, we cannot assure you that consumers will continue to embrace using our products. We face significant competition from others in this industry. The disposable diaper market is highly fragmented with smaller companies offering products to large and multi-national retail outlets and corporations, which have large, integrated manufacturing lines. These large corporations can produce more products. There are many friendly competitors that may not compete directly with our operations but supply us or provide source product for our end product. These companies may in turn help our competitors by providing the same source product for their products.

There are many online retailers for disposable baby diaper products both privately held and publicly traded today. Many have greater financial resources than our company and to the extent we compete directly with any given company with said greater financial resources; we may be at a disadvantage.

We may not be able to compete successfully against current and future competitors.

Many of our competitors have financial resources that extend far beyond ours, which may adversely affect our ability to compete. We cannot make any assurances to you that we will be successful in our business endeavors if we (a) are unable to compete with a competitor, (b) lose our ability to source private label brands of disposable baby diaper products, (c) are unable to raise sufficient funds to compete against others, (d) lose our employees to a competitor, or (e) lose advantages over our product offerings against a superior competitor due to price, branding, marketing, and/or distribution power.

Negative media coverage on our industry may adversely affect our business and the value of our common stock.

While we strive to develop and distribute high quality disposable diaper products, there have been reports of misrepresentation, and counterfeiting relating the disposable diaper industry. Our business may diminish or be adversely affected by the negative publicity affecting our industry as a whole, which would in turn negatively affect the value of our common stock. Future media coverage or administrative investigations may further damage the reputation of our industry, which may harm our reputation and the value of our common stock.

Economic conditions in the U.S. and international markets could adversely affect our business and financial results.

As a retailer that is dependent upon consumer discretionary spending, our results of operations will be sensitive to changes in or uncertainty about macro-economic conditions. Our customers may have less money for discretionary purchases and may stop or reduce their purchases of our products or trade down to competitors' lower priced products as a result of job losses, foreclosures, bankruptcies, increased fuel and energy costs, higher interest rates, inflation, higher taxes, reduced access to credit, economic uncertainty and potential negative impacts relating to federal economic policy changes and recent international trade disputes. These factors may also result in a general downturn in the disposable diaper industry. Decreases in customer traffic and/or average value per transaction will negatively impact our financial performance as reduced revenues without a corresponding decrease in expenses result in sales de-leveraging, which creates downward pressure on margins and also negatively impacts comparable store sales, net revenues, operating income and earnings per share. There is also a risk that if negative economic conditions or uncertainty persist for a long period of time or worsen, consumers may make long-lasting changes to their discretionary purchasing behavior, including less frequent purchases on a more permanent basis.

Risks Related to the Securities Markets and Ownership of our Equity Securities

The Common Stock is thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

The Common Stock has historically been sporadically traded on the OTC Pink Sheets, meaning that the number of persons interested in purchasing our shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained, or that current trading levels will be sustained.

The market price for the Common Stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of revenue, which could lead to wide fluctuations in our share price. The price at which you purchase our shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

The market for our shares of Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our shares are sporadically traded. Because of this lack of liquidity, the trading of relatively small quantities of shares may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our shares is sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative investment due to, among other matters, our limited operating history and lack of revenue or profit to date, and the uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the securities of a seasoned issuer. The following factors may add to the volatility in the price of our shares: actual or anticipated variations in our quarterly or annual operating results; acceptance of our inventory of games; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our shares regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our shares will be at any time, including as to whether our shares will sustain their current market prices, or as to what effect the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high- pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

The market price of our common stock may be volatile and adversely affected by several factors.

The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Issuers using the Alternative Reporting standard for filing financial reports with OTC Markets are often subject to large volatility unrelated to the fundamentals of the company.

Our issuance of additional shares of Common Stock, or options or warrants to purchase those shares, would dilute your proportionate ownership and voting rights.

We are entitled under our articles of incorporation to issue up to 2,800,000,000 shares of Common Stock. We have issued and outstanding, as of the date of this prospectus, 745,402,205 shares of Common Stock. We have issued and outstanding preferred shares of 160,100,081. Our board may generally issue shares of Common Stock, preferred stock or options or warrants to purchase those shares, without further approval by our shareholders based upon such factors as our board of directors may deem relevant at that time. It is likely that we will be required to issue a large amount of additional securities to raise capital to further our development. It is also likely that we will issue a large amount of additional securities to directors, officers, employees and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under our stock plans. We cannot give you any assurance that we will not issue additional shares of Common Stock, or options or warrants to purchase those shares, under circumstances we may deem appropriate at the time.

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contains provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

The stock market in general, and the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Our management has limited experience as a management team in a public company and as a result, projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

The subscription agreement for the purchase of common stock from the Company contains an exclusive forum provision, which will limit investors’ ability to litigate any issue that arises in connection with the offering anywhere other than the state and Federal courts in Florida.

The subscription agreement states that it shall be governed by the local law of the State of Texas and the United States, and the parties consent to the exclusive jurisdiction of the state and Federal courts in Texas. They will not

have the benefit of bringing a lawsuit in a more favorable jurisdiction or under more favorable law than the local law of the State of Texas. Moreover, we cannot provide any certainty as to whether a court would enforce such a provision. The combination of both potentially unfavorable forum and the lack of certainty regarding enforceability poses a risk regarding litigation related to the subscription to this Offering and should be considered by each investor before signing the subscription agreement.

Our Common Stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

Our Common Stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

Our Common Stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commission payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

As an issuer not required to make reports to the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, holders of restricted shares may not be able to sell shares into the open market as Rule 144 exemptions may not apply.

Under Rule 144 of the Securities Act of 1933 holders of restricted shares, may avail themselves of certain exemption from registration is the holder and the issuer meet certain requirements. As a company that is not required to file reports under Section 13 or 15(d) of the Securities Exchange Act, referred to as a non-reporting company, we may not, in the future, meet the requirements for an issuer under 144 that would allow a holder to qualify for Rule 144 exemptions. In such an event, holders of restricted stock would have to utilize another exemption from registration or rely on a registration statement to be filed by the Company registered the restricted stock. Currently, the Company has no plans of filing a registration statement with the Commission.

Securities analysts may elect not to report on our Common Stock or may issue negative reports that adversely affect the stock price.

At this time, no securities analysts provide research coverage of our Common Stock, and securities analysts may not elect not to provide such coverage in the future. It may remain difficult for our company, with its small market capitalization, to attract independent financial analysts that will cover our Common Stock. If securities analysts do not cover our Common Stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our Common Stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our Common Stock.

We have not paid cash dividends in the past and do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our Common Stock.

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if the Common Stock price appreciates.

USE OF PROCEEDS

The following Use of Proceeds is based on estimates made by management. The Company planned the Use of Proceeds after deducting estimated offering expenses estimated to be $75,000. Management prepared the milestones based on three levels of offering raise success: 25% of the Maximum Offering proceeds raised ($1,500,000), 50% of the Maximum Offering proceeds raised ($3,000,000), 75% of the Maximum Offering proceeds raised ($4,500,000) and the Maximum Offering proceeds raised of $ $6,000,000 through the offering. The costs associated with operating as a public company are included in all our budgeted scenarios and management is responsible for the preparation of the required documents to keep the costs to a minimum.

Although we have no minimum offering, we have calculated used of proceeds such that if we raise 25% of the offering is budgeted to sustain operations for a twelve-month period. 25% of the Maximum Offering is sufficient to keep the Company current with its public listing status costs with prudently budgeted funds remaining which will be sufficient to complete the development of our marketing package. If the Company were to raise 50% of the Maximum Offering, then we would be able to expand our marketing outside the US. Raising the Maximum Offering will enable the Company to implement our full business. If we begin to generate profits, we plan to increase our marketing and sales activity accordingly.

The Company intends to use the proceeds from this offering as follows:

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

DIVIDEND POLICY

We have not declared or paid any dividends on our Common Stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deems relevant.

DILUTION

Purchasers of our Common Stock in this offering will experience an immediate dilution of net tangible book value per share from the public offering

price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares of Common Stock and the net tangible book value per share immediately after this offering.

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing Common Stock based on the foregoing minimum and maximum offering assumptions based on an offering price of $0.06 per share. The numbers are based on the total issued and outstanding shares of Common Stock as of August 31, 2023.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes thereto of the Company included in this Offering Circular. The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” above.

Overview

Bemax Inc. was incorporated on November 28, 2012.

Revenues

For the year ended May 31, 2023, we earned $8,100 of revenue compared to $29,320 for the year ended May 31, 2022, a decrease of $21,220 or 72%. During the three months ended February 28, 2023, and February 28, 2022, we generated $0 of revenue, respectively. During the nine months ended February 28, 2023 and February 28, 2022, we generated $0 and $23,730 of revenue respectively. We currently earn revenue from the distribution of our private label disposable diapers.

Operating Expenses

During the year ended May 31, 2023, we incurred $12,000 of management fees compared to $12,000 for the year ended May 31, 2022.

During the year ended May 31, 2023, we incurred $422,320 of general and administrative expenses (“G&A”) compared to $211,971 of G&A expense for the year ended May 31, 2022, an increase of $210,349, or 50.2%. The increase in 2023 can be attributed to increased operational costs as well as additional OTC, State fee, and professional fees.

Other expense

During the year ended May 31, 2023, we incurred $2,123 of interest expense compared to $0 for the year ended May 31, 2022.

Net Loss

Our net loss for the year ended May 31, 2023 was $301,153 compared to a net loss of $258,630 for the year ended May 31, 2022. The increase in our net loss is due to our increased expenses as discussed above.

Liquidity and Capital Resources

As of May 31, 2023 the Company had cash on hand of $39,563 compared to $7783 at the as of May 31, 2022. As of August 31, 2022, the Company had cash on hand of $3,559 compared to $2,188 for the three months ended August 31, 2021.

The Company requires capital for its contemplated operational and marketing activities. We will be required to raise additional funds, having been unable to date to generate positive cash flow as a result of operations. We estimate that based on current plans and assumptions, that our cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company will need, among other things, additional capital resources. Management’s plans to continue as a going concern include raising additional capital through equity financing, debt and the sale of common stock. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of an equity financing.

Operating Activities

For the year ended May 31, 2023, we used $434,320 of cash in operating activities compared to $263,971 provided by operating activities for the year ended May 31, 2022.

Financing Activities

For the year ended May 31, 2023, we received $330,000 of cash from financing activities compared to using $333,165 in the year ended May 31, 2022

Going Concern

The Company sustained continued operating losses during the years ended May 31, 2023 and May 31, 2022. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, in which it has not been successful, and/or obtaining additional financing from its shareholders or other sources, as may be required.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company has had minimal revenue and has an accumulated deficit of $4,033,908 as of May 31, 2023.

Management is endeavoring to increase revenue-generating operations. While priority is on generating cash from operations through the sale of the Company’s products, management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity and/or debt securities, which may not be available on commercially reasonable terms if at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced, and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our common stock.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of generally accepted accounting principles in the United States (“GAAP”). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our results of operations, financial position or liquidity for the periods presented in this report.

We recognize revenue on arrangements in accordance with FASB ASC No. 606, “Revenue Recognition”. In all cases the Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

Use of Estimates

The preparation of the unaudited financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

BUSINESS

Bemax Inc. (hereinafter referred to as “us,” “our,” “we,” the “Company” or “Bemax”) was incorporated in the State of Nevada on November 28, 2012. We are actively pursuing opportunities in the rapidly growing global consumer staples and household products Industries. Bemax markets and distributes household products of companies positioned to make a significant impact within the consumer staples market. We currently distribute private label disposable baby diaper to retailers and final users across the United States and Canada, and export disposable baby diapers to other parts of the world including United Kingdom and Africa. We maintain our statutory registered agent's office at 5348 Vegas Drive, Las Vegas, NV 89108. Our telephone number is 404-480-8372.

Product

We distribute Disposable Baby Diapers from North America to distributors to the global emerging markets. Disposable Baby Diapers have become a widely used alternative disposable material for parents of babies and children not toilet trained. Disposable Baby Diapers is a kind of underwear that allows a baby/child to defecate or urinate in a discreet manner. Diapers are made of synthetic disposable materials. Disposable diapers contain absorbent chemicals and are thrown away after use. Disposable diapers are primarily worn by children who are not yet potty trained or experience bedwetting. Disposable Baby Diapers are constructed in three layers, an inner layer that sits against a baby’s skin is designed to be soft, stay relatively dry, and wick away moisture into the core. The absorbent core is designed to pull moisture in and trap it to keep wetness away from the baby to avoid rashes. The outer layer is waterproof to prevent leaks.

Below is a list of advantages of Disposable Baby Diapers compared to cloth diapers. (Cloth diapers are composed of layers of fabrics such as cotton, hemp, or microfiber and can be washed and reused multiple times)

-     Disposable Baby Diapers are ultra-absorbent. The disposable diapers will hold over 3 times their weight in water. The inner layer keeps wetness away from the skin, and prevent leaks.

-     Convenient and easy to change. Disposable Baby Diapers come with straps attached to the back panel that fasten in front. Disposable diapers have built in ready to use straps made of Velcro that make securing the diapers much easier and quicker. They come in a variety of sizes which fit babies as they grow and mature.

Furthermore, disposable diapers are more convenient when travelling and when used in a group setting.

-     Color change indicators. Disposable Baby Diapers are not only functional, they include advanced features such as special sizing and coloring for specific gender and age, color indicators to show when the child is wet, and re-attachable Velcro-type closures.

History of Disposable Baby Diapers

The need for a baby diapers dates as far back as the history of mankind (and more realistically), the history of women. Adam and Eve had a need for a baby diapers, as much as Mr. and Mrs. Smith of today, no matter how pretty the Garden of Eden may have been. Milkweed leaf wraps, animal skins and other creative natural resources were the standard, a far cry from today’s disposable diapers. The Egyptians, the Aztecs, the Romans, and many others, who left documentation of their day to day activities, mention their use. Diaper needs cover all segments of the population, from princesses to beggars. The diaper was one of the very first items that distinguished man from animals.

In some Native American tribes, mothers packed grass under a diaper cover made of rabbit skin, as it was done by the Incas in South America. In warmer tropical climates, babies were mostly naked and mothers tried to anticipate baby’s bowel movements to avoid any mess near the house. In the American West of the pioneering days, wet diapers were seldom washed – most of the times they just hung by the fireplace to dry and were then used again. As you can imagine, skin rash was a serious problem those days. Mankind learned the ways to reduce the diaper rash only after there was a better understanding of bacteria, viruses, fungi, and able to understand how to kill them, or at least how to control them. So the first babies’ diapers were made from diaper fabric, meaning fabric with a repetitive pattern. The first mass made cloth diapers were introduced by Maria Allen in 1887 in the United States.

In 1946, in the United States, a Westport housewife named Marion Donovan invented the “Boater”, a waterproof covering for cloth diapers. Her first model of the disposable diapers was made of shower curtain plastic into which a conventional cloth diaper was inserted. In the 1950’s disposable diapers were a “luxury” item then, used only for those special occasions like vacation trips, visits to the parents or the doctor. From the 60′s onwards, disposable diapers evolved quickly as the industry learned the requirements of mothers. Tissue, was replaced with pulp a decade after the first disposable sanitary napkins arrived in the markets. Using cellulose fibers instead of paper improved the performance of the diapers at least how to control them. So, the first babies’ diapers were made from diaper fabric, meaning fabric with a repetitive pattern. The first mass made cloth diapers were introduced by Maria Allen in 1887 in the United States.

In 1946, in the United States, a Westport housewife named Marion Donovan invented the “Boater”, a waterproof covering for cloth diapers. Her first model of the disposable diapers was made of shower curtain plastic into which a conventional cloth diaper was inserted. In the 1950’s disposable diapers were a “luxury” item then, used only for those special occasions like vacation trips, visits to the parents or the doctor. From the 60′s onwards, disposable diapers evolved quickly as the industry learned the requirements of mothers. Tissue was replaced with pulp a decade after the first disposable sanitary napkins arrived in the markets. Using cellulose fibers instead of paper improved the performance of the diapers.

Since the 1970s, disposable baby diapers technology has continued to evolve and by the 1980’s disposable baby diapers consisting of Super Absorbent (SAP), mechanical tapes in the form of Velcro and other types of hook and hoop fasteners were introduced and the disposable baby diapers have performed well to the present day.

Sizes

Disposable diapers range in size from Newborn to Size 6, which accommodates an over 35 lbs child. The normal size weight ranges are: -Up to ten pounds: newborn, 8 to 15 pounds: Size 1-2, 16 to 28 pounds: Size 3, 22 to 37 pounds: Size 4, 27 plus pounds: Size 5, Over 35 pounds: Size 6.

MANAGEMENT

Officers and Directors

Our sole director, Taiwo Aimasiko, will serve until her successor is elected and qualified. Our sole officer, Taiwo Aimasiko, is elected by the board of directors to a term of one (1) year and serves until her successor is duly elected and qualified, or until she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our present officers and directors are set forth below:

Ms. Aimasiko has held her offices/positions since inception of our Company and is expected to hold her offices/positions until the next annual meeting of our stockholders.

Biographical Information and Background of officers and directors

Set forth below is a brief description of the background and business experience of our sole executive officer and director, Taiwo Aimasiko, for the past five years.

Ms. Aimasiko has acted as our sole Officer and Director since our incorporation on November 28, 2012. She graduated with a Bachelor of Accounting from University of Phoenix. After graduation in May 2009 until present time, Ms. Aimasiko has been working at Kemira Chemicals, a large holding company whose business is involved in many industries such as the wholesale and retail trade, production of goods, oil and gas, development and construction. Ms. Aimasiko has been employed by Kemira Chemicals as an accounting officer. In her current position as staff accountant, her responsibilities includes; analyze and reconcile GRIR (Goods receipt and Invoice receipt); perform month-end close activities, including journal entries, accruals, deferrals, expense allocations, accounting for employee benefits and prepaid insurance policies; prepare and analyze balance sheet account reconciliations and general ledger account analysis; reconcile intercompany AP and AR; assist Accounting Manager in the preparation of required schedules and supplemental information for external and internal audit and taxes.

Ms. Aimasiko currently devote approximately 40% of her business time to planning and organizing activities for our Company. During the past ten years, Ms. Aimasiko has not been the subject to any of the following events:

1.     Any personal bankruptcy, or any bankruptcy petition filed by or against any business of which Ms. Aimasiko was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.     Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.     An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Aimasiko involvement in any type of business, securities or banking activities.

4.     Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive.

Conflict of Interest

The only conflict that we foresee is that our sole officer and director, Taiwo Aimasiko, will devote time to projects that do not involve us.

EXECUTIVE COMPENSATION

As set forth in the following table no compensation of any kind has been paid by us for the last three fiscal years ending May 31, 2014 to Taiwo Aimasiko, our sole officer and director.

EXECUTIVE OFFICER COMPENSATION TABLE

We have no employment agreement with Taiwo Aimasiko who will serve without compensation for the foreseeable future. We do not contemplate entering into any employment agreement with her until such time as we have profitable operations.

As discussed herein, no compensation has been awarded to, earned by, or paid to our named executive officer, Ms. Aimasiko since inception of our Company. We have no stock option plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein.

Compensation of Directors

Our sole director, Taiwo Aimasiko, is not compensated for her services as a director. The Board has not implemented a plan to award options to any director. There are no contractual arrangements with Taiwo Aimasiko.

RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

There have been no transactions and there is no currently proposed transaction, in which the Company was or is to be a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of any of those persons.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as to the shares of Common Stock beneficially owned as of July 30, 2023, by (i) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (ii) each Director; (iii) each Executive Officer; and (iv) all of our Directors and Executive Officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of Common Stock shown as beneficially owned by them. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that shares of Common Stock subject to options currently exercisable or exercisable within 60 days of the date hereof are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person.

DESCRIPTION OF CAPITAL

The following summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles of incorporation, as amended and our bylaws, as amended, which are included as exhibits to the registration statement of which this Offering Circular forms a part.

Our Articles of Incorporation authorized the issuance of up to 2,800,000,000 shares of common stock, par value $0.0001 of which 1,001,740,006 are issued and outstanding and up to 200,000,000 shares of preferred stock, par value $0.0001, to be designated at the discretion of the Board of Directors. Currently, there are 24,334,000 shares of Series A Preferred Stock issued and outstanding, 33,880,081 of Series B issued and outstanding and 60,000,000 shares of Series C Preferred Stock issued and outstanding. No other preferred shares are designated or issued at this time.

Common Stock

Voting

Each holder of our Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Any action at a meeting at which a quorum is present will be decided by a majority of the votes cast. Cumulative voting for the election of directors is not permitted.

Dividends

Holders of our Common Stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available for payment, subject to the rights of holders, if any, of our preferred stock. Any decision to pay dividends on our Common Stock will be at the discretion of our Board of Directors. Our Board of Directors may or may not determine to declare dividends in the future. See “Dividend Policy.” The Board’s determination to issue dividends will depend upon our profitability and financial condition, and other factors that our Board of Directors deems relevant.

Liquidation Rights

In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our Common Stock will be entitled to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences in full.

The number of authorized shares of Common Stock may be increased or decreased subject to the Company’s legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

The Company has authorized two hundred million (200,000,000) shares of Preferred Stock consisting of fifteen million (15,000,000) undesignated shares of Preferred Stock, $.0001 par value per share. There are designated twenty-five million 25,000,000 shares of Series A Convertible Preferred Stock, $.0001 par value per share; forty-seven million eight hundred eighty thousand eighty-one (100,000,000) shares of Series B Convertible Preferred Stock, $.0001 par value per share; sixty million (60,000,000) shares of Series C Convertible Preferred Stock, $.0001 par value per share, the designations, preferences, limitations and relative rights of the shares of each such class are as follows:

Series “A” Convertible Preferred Stock

There are 24,334,000 Series A shares outstanding.

The designation, preferences, limitations and relative rights of the Series “A” Convertible Preferred Stock are as follows:

This series of Preferred Stock shall be designated as “Series ‘A’ Convertible Preferred Stock” and the number of shares of such series shall be 40,000,000 shares.

Dividends

Dividend Rights. In the event that the Board of Director of the Corporation declares a dividend on the

Common Stock, the holders of Series A Convertible Preferred Stock will be entitled to receive an equivalent dividend as if the Series A Convertible Preferred Stock had been converted into Common Stock prior to the declaration of such dividend.

Preference on Liquidation

The shares of Series A Convertible Preferred Stock have no liquidation rights. In the event of any liquidation, dissolution, or winding up of the Company, either voluntarily or involuntarily, the holders of the Series A Convertible Preferred Stock shall not be entitled to receive any of the assets of the Company.

Voting Rights

The Series “A” Convertible Preferred Shares shall have voting rights and shall be entitled to notice of shareholders meetings or to vote upon the election of directors or upon any other matter at any special meeting of shareholders.

Conversion of Series “A” Convertible Preferred Stock Into Common Stock

The holder of record of any share or shares of Series “A” Convertible Preferred Stock shall have the right, at his option to convert each share of Series A Convertible Preferred Stock in to thirty (30) shares of Common Stock of the Corporation at any time, and from time to time, beginning on the first day following the six month anniversary of the issuance.

Any holder of a share or shares of Series “A” Convertible Preferred Stock desiring to convert such Series “A” Convertible Preferred Stock into Common Stock shall surrender the certificate or certificates representing the share or shares of Series “A” Convertible Preferred Stock so to be converted, duly endorsed to the Company, or in blank, at the principal office of the Company, and shall give written notice to the Company at said office that he elects to convert the same, and setting forth the name or names (with the address or addresses) in which the shares of Common Stock are to be issued.

Conversion of Series “A” Convertible Preferred Stock shall be subject to the following additional terms and provisions:

As promptly as practicable after the surrender for conversion of any Series “A” Convertible Preferred Stock, the Company shall deliver or cause to be delivered to the holder of such Series “A” Convertible Preferred Stock at the holder’s address as indicated on the Company’s stock ledger (or such other place as may be designated by the holder), to or upon the written order of the holder of such Series “A” Convertible Preferred Stock, certificates representing the shares of Common Stock issuable upon such conversion, issued in such name or names as such holder may direct. Shares of the Series “A” Convertible Preferred Stock shall be deemed to have been converted as of the close of business on the date of the surrender of the Series “A” Convertible Preferred Stock for conversion, as provided above, and the rights of the holders of such Series “A” Convertible Preferred Stock shall cease at such time, and the person or persons in whose name or names the certificates for such shares are to be issued shall be treated for all purposes as having become the record holder or holders of such Common Stock at such time; provided, however, that any such surrender on any date when the stock transfer books of the Company shall be closed shall constitute the person or persons in whose name or names the certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open.

Series “B” Convertible Preferred Stock

There are 38,880,081 Series B shares outstanding.

The designation, preferences, limitations and relative rights of the Series “A” Convertible Preferred Stock are as follows:

This series of Preferred Stock shall be designated as “Series ‘B’ Convertible Preferred Stock” and the number of shares of such series shall be 100,000,000 shares.

Dividends

Dividend Rights. In the event that the Board of Director of the Corporation declares a dividend on the Common Stock, the holders of Series B Convertible Preferred Stock will be entitled to receive an equivalent dividend as if the Series B Convertible Preferred Stock had been converted into Common Stock prior to the declaration of such dividend.

Preference on Liquidation

The shares of Series B Convertible Preferred Stock have no liquidation rights.

Voting Rights

The Series B Convertible Preferred Shares shall have 10 votes on all matters brought before a meeting of shareholders, and the Series B Stock will vote alongside the Common Stock and not as a separate class.

Conversion of Series “B” Convertible Preferred Stock Into Common Stock

The holder of record of any share or shares of Series “B” Convertible Preferred Stock shall have the right, at his option to convert each share of Series B Convertible Preferred Stock in to twenty-five (25) shares of Common Stock of the Corporation at any time, and from time to time, beginning on the first day following the 180 days anniversary of issuance.

Series “C” Convertible Preferred Stock

There are 60,000,000 Series C shares outstanding.

The designation, preferences, limitations and relative rights of the Series “C” Convertible Preferred Stock are as follows:

This series of Preferred Stock shall be designated as “Series ‘C’ Convertible Preferred Stock” and the number of shares of such series shall be 60,000,000 shares.

Dividends

Dividend Rights. In the event that the Board of Director of the Corporation declares a dividend on the Common Stock, the holders of Series C Convertible Preferred Stock will be entitled to receive an equivalent dividend as if the Series C Convertible Preferred Stock had been converted into Common Stock prior to the declaration of such dividend.

Preference on Liquidation

The shares of Series C Convertible Preferred Stock have no liquidation rights.

Voting Rights

The Series C Convertible Preferred Shares shall have 500 votes on all matters brought before a meeting of shareholders, and the Series B Stock will vote alongside the Common Stock and not as a separate class. The Series “C” Convertible Preferred Shares shall have voting rights and shall be entitled to notice of shareholders meetings or to vote upon the election of directors or upon any other matter at any special meeting of shareholders.

Conversion of Series “C” Convertible Preferred Stock Into Common Stock

The holder of record of any share or shares of Series “C” Convertible Preferred Stock shall have the right, at his option to convert each share of Series C Convertible Preferred Stock in to twenty-five (25) shares of Common Stock of the Corporation at any time, and from time to time, beginning on the first day following the 181 days anniversary of issuance.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Securities Transfer Corporation, 2901 N Dallas Parkway Suite 380 Plano, Texas 75093, telephone 469- 633-0101, www.stctransfer.com The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker- dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker- dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this Offering may be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Common Stock shares in the secondary market.

SHARE ELIGIBLE FOR FUTURE SALE

Future sales of substantial amounts of our Common Stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities. We are unable to estimate the number of shares of Common Stock that may be sold in the future.

Upon the successful completion of this offering, we will have 1,045,234,289 outstanding shares of Common Stock if we complete the maximum offering hereunder. All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 5% stockholders.

Rule 144

Shares of our Common Stock held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act. In general, under Rule 144 as currently in effect, any of our affiliates would be entitled to sell, without further registration, within any three-month period a number of shares that does not exceed the greater of:

Sales under Rule 144 by our affiliates will also be subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

PLAN OF DISTRIBUTION

The Offering will be sold by our President and CEO, Taiwo Aimasiko.

This is a self-underwritten offering. This Offering Circular is part of an exemption under Regulation A that permits our officers and directors to sell the Shares directly to the public in those jurisdictions where the Offering Circular is approved, with no commission or other remuneration payable for any Shares sold. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. After the qualification by the Commission and acceptance by those states where the offering will occur, the Officer and Directors intends to advertise through personal contacts, telephone, and hold investment meetings in those approved jurisdictions only. We do not intend to use any mass-advertising methods such as the Internet or print media. Officers and Directors will also distribute the prospectus to potential investors at meetings, to their business associates and to her friends and relatives who are interested the Company as a possible investment, so long as the offering is an accordance with the rules and regulations governing the offering of securities in the jurisdictions where the Offering Circular has been approved. In offering the securities on our behalf, the Officers and Directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Terms of the Offering

The Company is offering on a best-effort, self-underwritten basis a maximum of 1,000,000,000 shares of its Common Stock at a price of $0.005 per share.

There is no minimum investment required from any individual investor. The shares are intended to be sold directly through the efforts of our officers and directors. The shares are being offered for a period not to exceed 360 days. The offering will terminate on the earlier of: (i) the date when the sale of all shares is completed, or (ii) 360 days from the effective date of this document. For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.

VALIDITY OF COMMON STOCK

The validity of the securities offered hereby will be passed upon by Law Office of Carl A. Generes.

EXPERTS

None

REPORTS

As a Tier 1, Regulation A filer, we are not required to file any reports.

PART III EXHIBITS EXHIBIT INDEX

Date of File

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1- A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, Georgia on this 31th day of August 2023.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

CONSOLIDATED FINANCIAL STATEMENTS AND NOTES

TABLE OF CONTENTS

The accompanying notes are an integral part of these unaudited financial statements.

The accompanying notes are an integral part of these unaudited financial statements.

The accompanying notes are an integral part of these unaudited financial statements.

The accompanying notes are an integral part of these unaudited financial statements.

BEMAX INC.

NOTES TO THE FINANCIAL STATEMENTS

MAY 31, 2023

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

BEMAX INC. (“The Company”) was incorporated in the State of Nevada on November 28, 2012, to engage in the business of exporting disposable baby diapers manufactured in the United States and then distributing them throughout Europe and South Africa.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s Year End is May 31.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company has no cash equivalents.

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

Recent Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has had minimal revenue and has an accumulated a deficit as of May 31, 2023. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future, loans from officers/directors and/or private placement of common stock. Obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 - RELATED PARTY TRANSACTIONS

The President of the Company provides management fees and office premises to the Company for a fee of $1,500 per month, the right to which the President has agreed to assign to the Company until such a time as the Company closes on an Equity or Debt financing of not less than $750,000. The assigned rights are valued at $500 per month for rent and $1,000 for executive compensation. As of May 31, 2023 and May 31, 2022, there is $153,000 and $135,000 accrued for these fees, respectively.

On June 8, 2021, Mr. Aimasiko converted $21,912 into 20,000,000 shares of Series C preferred stock.

On July 6, 2021, the Company issued 100,000 shares of common stock to Ms. Aimasiko for services.

On July 13, 2021, Ms. Aimasiko converted 240,000 shares of Series B preferred stock into 15,000 shares of common stock.

On October 28, 2021, Ms. Aimasiko converted 6,000,000 shares of Series B preferred stock into 375,000 shares of common stock.

On October 14, 2022, Ms. Aimasiko converted 20,000,000 shares of Series B preferred stock into 1,250,000 shares of common stock.

On March 30, 2023, Ms. Aimasiko converted 40,000,000 shares of Series B preferred stock into 1,000,000,000 shares of common stock.

NOTE 5 – LOAN PAYABLE

On January 20, 2021, the Company received a $24,000 loan from the Small Business Administration. Installment payments, including principal and interest, of $117 a month with begin in twelve months. The loan bears interest at 3.75% and matures in thirty years.

NOTE 6 - CONVERTIBLE LOANS

The company is party to several convertible promissory notes. Management has determined that the note holders have violated Section 15(a)(1) of the Securities Exchange Act of 1934, by acting as unregistered securities dealers by converting the convertible notes into Bemax stock and then selling such stock in the public market. All further request for conversions will be denied.

A summary of outstanding convertible notes as of May 31, 2023:

NOTE 7 – COMMON STOCK

On May 17, 2021, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company’s common stock at a ratio of 1-for-7,000 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each seven thousand (7,000) pre-split shares of common stock outstanding will automatically combine into one new share of common stock. All shares throughout these financial statements have been retroactively adjusted to reflect the reverse split.

On July 8, 2021, GPL Ventures converted 200,000 shares of Series B preferred stock into 12,500 shares of common stock.

On September 1, 2021, the Company received its Notice of Qualification for its Form 1-A Offering for $10,000,000.

During the year ended May 31, 2022, the Company sold 20,667 shares of common stock for total cash proceeds of $334,000.

On June 3, 2022, a holder of Series B Preferred Stock converted 780,000 shares of Series B into 48,750 shares of common stock.

During the year ended May 31, 2023, the Company sold 9,792,365 shares of common stock for total cash proceeds of $320,000. As of May 31, 2023, 4,854,369 shares of common stock have not yet been issued by the transfer agent and are disclosed as common stock to be issued.

On February 14, 2023, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to effect a reverse split of Company’s common stock at a ratio of 1-for-400 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 400 pre-split shares of common stock outstanding will automatically combine into one new share of common stock. The reverse was deemed effective by FINRA on March 13, 2023. All shares throughout these financial statements have been retroactively adjusted to reflect the reverse split.

On April 13, 2023, a holder of Series A Preferred Stock converted 666,000 shares of Series A into 19,980,000 shares of common stock.

Refer to Note 4 for shares issued to related parties.

NOTE 8 – PREFERRED STOCK

Series A Preferred Stock

On June 19, 2018, the Company amended and restated its Articles of Incorporation to designate 25,000,000 shares of Preferred Stock as Series A Preferred Stock. Each share of Series A preferred stock has voting rights of one vote per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into six shares of common stock at any time after a 180 day anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series A preferred stock have no liquidation rights.

On August 24, 2022, the Company amended and restated its Articles of Incorporation to increase the Series A Preferred Stock to 45,000,000 shares. The voting right have been amended to a formula based on the number of common shares outstanding and held by the shareholder. Each share of preferred stock can be converted into twenty-five shares of common stock at any time after a one-year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series A preferred stock have no liquidation rights.

Series B Preferred Stock

On January 23, 2017, the Board of Directors designated a series of preferred stock titled Series B Preferred Stock consisting of 100,000,000 shares with a $0.0001 par value. Each share of Series B preferred stock has voting rights of 10 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into 25 shares of common stock at any time after a one-year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series B preferred stock have no liquidation rights.

On June 11, 2021, the Company issued 25,000,000 shares of Series B preferred stock to Ayobola Gbadero for services.

On July 8, 2021, GPL Ventures converted 200,000 shares of Series B preferred stock into 5,000,000 shares of common stock.

On July 13, 2021, the Company issued 25,000,000 shares of Series B preferred stock to Ayobola Olufisayo Gbadero for services.

On July 13, 2021, Taiwo Aimasiko, CEO converted 240,000 shares of Series B preferred stock into 6,000,000 shares of common stock.

On July 13, 2021, the Company issued 50,000,000 shares of Series B preferred stock to Taiwo Aimasiko in exchange for the retirement of 150,000,000 shares of common stock.

On June 3, 2022, a holder of Series B Preferred Stock converted 780,000 shares of Series B into 48,750 shares of common stock.

On March 30, 2023, Ms. Aimasiko converted 40,000,000 shares of Series B preferred stock into 1,000,000,000 shares of common stock.

Refer to Note 4 for shares issued to related parties.

Series C Preferred Stock

On January 8, 2018, the Company amended and restated its Articles of Incorporation to designate 40,000,000 of the 100,000,000 shares of Preferred Stock as Series C Preferred Stock. Each share of Series C preferred stock has voting rights of 40 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into one share of common stock at any time after a one-year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series C preferred stock have no liquidation rights.

On May 17, 2021, the Company amended and restated its Articles of Incorporation to designate 60,000,000 of the 200,000,000 shares of Preferred Stock as Series C Preferred Stock. Each share of Series C preferred stock has voting rights of 500 votes per share, and will vote alongside the common stock, not as a separate class. Each share of preferred stock can be converted into twenty-five shares of common stock at any time after a one-year anniversary. Holders are entitled to dividends, if declared, equivalent to if they had converted to common stock. The Series C preferred stock have no liquidation rights.

On June 11, 2021, the Company issued 20,000,000 shares of Series C preferred stock to Taiwo Aimasiko in exchange for loans made to the company.

On April 13, 2023, a holder of Series A Preferred Stock converted 666,000 shares of Series A into 19,980,000 shares of common stock.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 855-10, Subsequent Events¸ the Company analyzed its operations subsequent to May 31, 2023, through the date the unaudited financial statements were issued and has determined that there are the following material subsequent events to disclose in these unaudited financial statements.

Subsequent to May 31, 2023, the 4,854,369 shares of common stock sold prior to May 31, 2023, but not yet issued, were issued by the transfer agent.

F-9

Exhibit 1A-2.1

Exhibit 1A-2.2

Bylaws of Bemax Inc. ARTICLE I. Meetings of Shareholders 1.1 Place of Meetings. The meetings of shareholders shall be held at such place, either within or without of the state of Nevada, as may be fixed by the Board of Directors. 1.2 Annual Meetings. The annual meetings of the shareholders, for the election of Directors and transaction of any other business that may come before the meeting, shall be held in each year at the corporate offices or at any other place within or without of the state of Nevada as may be determined by the Directors and as may be designated in the notice of that meeting. If that date is a legal holiday, the annual meeting shall be held on the next succeeding day that is not a legal holiday. 1.3 Special Meetings. A special meeting, other than those regulated by statute, of the shareholders for any purpose or purposes may be called at any time by the President, by a majority of the Board of Directors, by designated officers of the Corporation, entitled to vote with respect to the business to be transacted at such meeting. At a special meeting no other business shall be transacted and no corporate action shall be taken other than stated in the Notice of the meeting. 1.4 Notice of Meetings. Written or printed notice stating the place, day and hour of every meeting of the shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed not less than five nor more than sixty days before the date of the meeting to each shareholder of record entitled to vote at such meeting, at his/her address which appears in the share transfer books of the Corporation. If mailed, notice shall be deemed to be delivered when deposited in the mail. Such further notice shall be given as may be required by law, but meetings may be held without notice if all the shareholders entitled to vote at the meeting are present in person or by proxy or if notice is waived in writing by those not present, either before or after the meeting. 1.5 Quorum Any number of shareholders together holding at least a simple majority of the outstanding shares of capital stock entitled to vote with respect to the business to be transacted, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business. If less than a quorum shall be in attendance at the time for which a meeting shall have been called, the meeting may be adjourned by majority of the shareholders present or represented by proxy without notice other than by announcement at the meeting. 1.6 Voting (A) Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, any corporate action, the affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present, shall be the act of the shareholders of the Corporation. (B) Except as otherwise provided by statute, the Articles of Incorporation, or these bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation. 1/6

1.7 Informal Action by Shareholders Unless otherwise provided by law, any action required to be taken at a meeting of shareholders, or other action which may be taken at a meeting of the shareholders, may be taken without a meeting of the shareholders give unanimous written consent setting forth the action to be taken and signed by majority of shareholders entitled to vote on the action. ARTICLE II. Directors 2.1 General Powers The property, business and affairs of the Corporation shall be managed and controlled under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of Corporation shall be vested in such Board. Such management and general control will be by majority vote of the Board of Directors, with each Director having equal vote. 2.2 Number of Directors The number of Directors constituting the Board of Directors shall be determined by shareholders. 2.3 Election and Removal of Directors (A) Directors shall be elected at each annual meeting of shareholders to succeed those Directors whose terms have expired and to fill any existing vacancies. (B) Directors shall hold their offices for a term of one year and until their successors are elected. Any Director may be removed from office at a meeting called expressly for that purpose by the vote of shareholders holding not less than a majority of the shares entitled to vote at an election of Directors. (C) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors, though less than a quorum of the Board, and the term of office of any Director so elected shall expire at the next shareholders' meeting at which Directors are elected. 2.4 Quorum A majority of the number of Directors prescribed in these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If less than a majority is present at a meeting, the majority of those present may adjourn the meeting without further notice. 2.5 Regular Meetings of Directors An annual meeting of the Board of Directors shall be held without notice other than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. 2.6 Special Meetings of Directors. Special meetings of Directors may be called at the request of the President, other duly authorized officer or any Director. The person or persons authorized to call special meetings of Directors may designate the place and time for holding any special meeting of Directors. 2/6

2.7 Notice Notice of any special meeting shall be given at least 10 days previously thereto by written notice delivered personally or mailed to each director at his/her business address. If mailed, notice is deemed to be delivered when deposited in the United States mail. The attendance of a Director at a meeting shall be deemed to be a waiver of notice of such meeting unless the Director attends the meeting for the express purpose of objecting to the transaction of business at the meeting because the meeting is not properly called or convened. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. 2.8 Compensation By resolution of majority of Shareholders entitled to vote, Directors may be allowed a fee and expenses for attendance at all meetings, but nothing herein shall preclude Directors from serving the Corporation in other capacities and receiving compensation for such other services. 2.9 Manner of Acting The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors. 2.10 Informal Action by Directors. Unless otherwise provided by law, any action required to be taken at the meeting of Directors, or other action which may be taken at a meeting of the Directors, may be taken without a meeting if the Directors give unanimous written consent setting forth the action to be taken and signed by all Directors entitled to vote on the action. 2.11 Indemnification The Corporation shall indemnify each of its directors, officers and employees whether or not there in services as such, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been made a party because he or she is was a director, officer or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee. The right to indemnity for expenses shall also apply to expenses of suits which are settled if the court having jurisdiction of the matter shall approve of the settlement. ARTICLE III. Officers 3.1 Election officers of the Corporation shall consist of a President, a Secretary and a Treasurer. Other officers, including a Chairman of the Board, Chief Executive Officer, Chief Operating Officer, one or more Vice-Presidents, and assistant and subordinate officers, may from time to time be elected by the Board of Directors. All officers shall hold office until the next annual meeting of the Board of Directors and until their successors are elected. Any two officers may be combined in the same person as the Board of Directors may determine. 3.2 Removal of Officers; Vacancies Any officer of the Corporation may be removed summarily with or without cause at any time, by the Board of Directors. Vacancies may be filled by the Board of Directors. 3/6

3.3 Duties The officers of the Corporation shall have such duties as generally pertain to their respective offices as well as such powers and duties as are prescribed by law or are hereinafter provided or as shall be conferred by the Board of Directors. 3.4 Duties of the President Unless otherwise defined by the Board, the President shall be the Chief Executive Officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors and shall have authority over the general management and direction of the business and operations of the Corporation and its divisions if any, subject only to the ultimate authority of the Board of Directors. In the absence of the Chairman and the Vice-Chairman of the Board, or if there are no such officers, the President shall preside at all corporate meetings. The president may sign and execute, in the name of the Corporation, share certificates, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. In addition, the President shall perform all duties incident to the Office of the President and such other duties as may be assigned by the Board of Directors. 3.5 Duties of the Vice-Presidents Each Vice-President, if any, shall have such powers and duties as may be assigned to him/her by the President or the Board of Directors. Any Vice-President may sign and execute, in the name of the Corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors or the President to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. 3.6 Duties of the Treasurer The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositories as shall be designated by the Board of Directors. The Treasurer shall be responsible for maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; for the preparation of appropriate operating budgets and financial statements; for the preparation and filing of all tax returns required by law; and for the performance of all duties incident to the office of Treasurer and such other duties as may be assigned to him/her by the Board of Directors, the Finance Committee or the President. The Treasurer may sign and execute in the name of the Corporation share certificates, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. 3.7 Duties of the Secretary The Secretary shall act as secretary of all meetings of the Board of Directors and shareholders of the Corporation and, when requested, shall also act as secretary of the meetings of the committees of the Board of Directors. The Secretary shall keep and preserve the minutes of all such meetings in permanent books; see that all notices required to be given by the Corporation are duly given and served; have custody of the seal of the Corporation and shall affix the seal or cause it to be affixed to all share certificates of the Corporation and to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws. The Secretary shall have custody of all deeds, leases, contracts and other important corporate documents; have 4/6

charge of the books, records and papers of the Corporation relating to its organization and management as a Corporation; see that all reports, statements and other documents required by law (except tax returns) are properly filed; and in general perform all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President. The Secretary may designate such subordinate officers or administrative personnel, as desirable, including Assistant Secretary, with the consent of the Board of Directors to carry out the duties of the office. 3.8 Compensation The Board of Directors shall have authority to fix the compensation of all officers of the Corporation. ARTICLE IV. Capital Stock 4.1 Certificates Certificates shall represent the interest of each stockholder of the Corporation. They shall be numbered and entered in the books of the Corporation as they are issued. They shall exhibit the holder's name and the number of shares and shall be signed by the president or vice-president and the treasurer or the secretary and shall bear the corporate seal. 4.2 Lost, Destroyed and Mutilated Certificates Holders of the shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate thereof, and the Board of Directors may in its discretion cause new certificates for the same number of shares to be issued to such shareholder upon the surrender of the mutilated certificate or upon satisfactory proof of such loss or destruction. 4.3 Transfer of Shares The shares of the Corporation shall be transferable or assignable only on the books of the Corporation by the holder in person or by attorney on surrender of the certificate for such shares duly endorsed and, if sought to be transferred by attorney, accompanied by a written power of attorney to have the same transferred on the books of the Corporation. The Corporation will recognize, however, the exclusive right of the person registered on its books as the owner of shares to receive dividends and to vote as such owner. 4.4 Fixing Record Date For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive a dividend payment, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders. Such date may not be more than sixty days prior to the date on which the particular action, requiring the determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notices of the meeting are mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted,as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. 5/6

ARTICLE V. Miscellaneous Provisions 5.1 Seal The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Corporation. 5.2 Fiscal Year The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors. 5.3 Checks, Notes and Drafts Checks, notes, drafts and other orders for the payment of money shall be signed by the person authorized by the Board of Directors. When the Board of Directors so authorize, however, the signature of any such person may be a facsimile. 5.4 Amendment of Bylaws Unless proscribed by the Articles of Incorporation, these Bylaws may be amended or changed at any meeting of the Board of Directors by affirmative vote of a majority of Directors fixed by these Bylaws. The shareholders entitled to vote in respect of the election of Directors, however, shall have the power to rescind, amend, alter or repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be amended, altered or repealed by the Board of Directors. 5.5 Dividends The directors may declare, and the Corporation pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law. Adopted on 10/13/2014 by majority of shareholders. 6/6

Exhibit 1A-2.3

Exhibit 1A-2.4

Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0611172012-6Filing Number20211547823Filed On6/18/2021 1:19:00 PMNumber of Pages2

Exhibit 1A-2.5

Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0611172012-6Filing Number20211464365Filed On5/17/2021 2:06:00 PMNumber of Pages2

Exhibit 1A-2.8

Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0611172012-6Filing Number20211560280Filed On6/24/2021 2:28:00 PMNumber of Pages2

Exhibit 1A-2.9

Filed in the Office of Secretary of State State Of NevadaBusiness NumberE0611172012-6Filing Number20211646587Filed On7/29/2021 3:11:00 PMNumber of Pages2

Exhibit 1A-4.1

1 SUBSCRIPTION AGREEMENT Name of Investor: Bemax Inc. 625 Silver Oak Drive Dallas, GA 30132 Re: Bemax Inc. _________ Shares of Common Stock (the "Shares") Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Bemax Inc., a Nevada corporation (the "Company") indicated below, pursuant to the terms of this Subscription Agreement. The purchase price of each share is $__________ payable in cash in full upon subscription. The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares. The undersigned understands that the Shares are being offered pursuant to the Offering Circular filed with the Securities and Exchange Commission and its exhibits (the "Offering Circular"). In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information provided to the Company along with this Subscription Agreement, is complete and accurate, and presents a true statement of the undersigned's financial condition. 2. Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: a. The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. b. The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned's investment, and to make an informed decision relating thereto. c. The undersigned has evaluated the risks of this investment in the Company; including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company's operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company's discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. d. The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the "1933 Act") on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned's representations and warranties, and those of the other purchasers of Shares.

2 e. The undersigned understands that the Shares are being offered pursuant to Tier 1 offering pursuant to Regulation A of the Securities Act of 1933 and has confirmed that the Company has filed appropriated notice filings in the jurisdiction of the undersigned's residence. f. The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned's net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an "accredited investor," as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an "accredited investor." g. The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. h. All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. i. The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. j. The undersigned agrees not to transfer or assign this subscription or any interest therein. k. The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. l. If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned. m. The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. n. Reserved. 3. Reserved. 4. Issuer-Directed Offering; No Underwriter. The undersigned understands that the offering is being conducted by the Company directly (issuer-directed) and the Company has not engaged a selling agent such as an underwriter or placement agent.

3 5. Foreign Investors. If the undersigned is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the undersigned hereby represents that he or she has satisfied himself or herself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The undersigned's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the undersigned's jurisdiction. 6. Valuation. The undersigned acknowledges that the price of the Shares was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. The undersigned further acknowledges that future offerings of securities by the Company may be made at lower valuations, with the result that the undersigned's investment will bear a lower valuation. 7. Reserved. 8. Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he, she or it will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares. 9. Governing Law. This Subscription Agreement will be governed by and construed in accordance with the laws of the Texas and the laws of the United States. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America in the state of Texas shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this provision. 10. Acknowledgement of Risks Factors. The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular with specific reference to the section titled Risk Factors therein. The undersigned acknowledges that this investment entails significant risks. THIS SPACE LEFT INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW

4 The undersigned has (have) executed this Subscription Agreement on this _______day of ________________2023. SUBSCRIBER Signature (Print Name of Subscriber) (Street Address) (City, State and Zip Code) (Social Security or Tax Identification Number) Number of Shares: xx,000,000 Dollar Amount of Shares (At $_________ per Share) $,000 SUBSCRIPTION ACCEPTED: DATE: Bemax Inc. By: Taiwo Aimasiko Chief Executive Officer

Exhibit 1A-6.1

CUSTOMER ACQUISITION AND CONSULTING AGREEMENT THIS AGREEMENT (the " Agreement ") effective as of August 28, 2018 (the " Effective Date "), entered into between Bemax Inc., a Nevada Corporation , with its principal registered address of 625 Silver Oak Drive, Dallas, Georgia 30132 USA email: Taimasiko @bemaxincc.com (the "Company " or " BMXC ") and Ayobola Olufisayo Gbadero of 504 Spence Street, Winnipeg, Manitoba R3B 2R7 Canada (hereinafter referred to as the "Consultant") in connection with the provision of the Consultant's services to the Company. The Company and the Consultant may be referred to herein as the "Parties" or each as a "Party". WHEREAS: A. The Company is in the business of developing, manufacturing, marketing, and distributing household products, and other products, particularly disposable diaper products, worldwide; B. The Consultant will be a Managing Customer Acquisition Consultant of the Company, and this Agreement will supersede any management consulting agreement with the Company. C. The Company wishes to engage the services of the Consultant to serve as managing Customer Acquisition Consultant to the Company, using best efforts in the mission to further the interests of the Company; and D. The Company and the Consultant have agreed to enter into a Customer Acquisition Agreement for mutual benefit THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows: 1 ENGAGEMENT AS CONSULTANT 1.1 The Company hereby engages the Consultant to work exclusively as an independent contractor of the Company, to undertake the duties and title of Customer Acquisition Consultant exclusively for the Company on a fulltime basis, unless mutually agreed by both parties. The Company retains the rights to be unencumbered to work with other customer acquisition consultants as it chooses. The Consultant agrees to exercise those powers as reasonably requested by the Company or its subsidiaries from time to time, (collectively the "Services") and the Consultant accepts such engagement on the terms and conditions set forth in this Agreement. 2 TERM OF THIS AGREEMENT 2.1 The term of this Agreement shall begin as of the Effective Date and shall continue for four (4) years or until terminated earlier pursuant to Sections 10 and 11 herein (the " Term "). Any renewal period for this Agreement shall be at the sole discretion of the Company along with the renewal term including any compensation for services during the renewal term. 3. CONSULTANT SERVICES 3.1 The Consultant shall undertake and perform optimization buying journeys for acquiring new customers, leverage technology and analytics to deliver personal experiences, and help optimize the Company's digital marketing strategies to increase the quantity and quality of sales leads. The Consultant agrees that his duties may be reasonably modified by the Company's and the Consultant's mutual agreement from time to time. The consultant's duties and services shall include:

(a) Designing of engagement strategies with the right marketing campaigns and advanced analytics to measure targeted prospects, build trusted relationships, and achieve sales goals. (b) Achieving lower customer acquisition costs through lead generation best practices and analytics. (c) Increase leads and find new customers with relevant offers delivered through the right channel at the right time. (d) The use of progressive digital strategies, intelligent predictive models, and synchronized omni-channel sales programs to increase online market share, lower acquisition costs, and penetrate new markets. (e) Optimize buying journeys to deliver simple, personalized buying experiences to acquire and engage more new customers. (f) Elevate user engagement through social marketing and prospect cultivation strategies. (g) Managing customer lifecycle stages through advanced analytics and the identification of key events that drive customer success. (h) Increase the lifetime value and incremental revenue of customers by tailoring offers to complement and enhance their satisfaction. (i) Create Retention and Loyalty solutions that foster long-lasting relationships and help brands create memorable experiences in the moments that matter to build customer loyalty with every interaction. (j) Bring your customers back through personalized win-back campaigns & outreach. 3.2 In providing the Services outlined in 3(1), the Consultant shall: ? comply with all applicable local, state, provincial, national and federal statutes, laws and regulations; ? not make any misrepresentation or omit to state any material fact which results in a misrepresentation regarding the business of the Company; ? not disclose, release or publish any information regarding the Company without the prior written consent of the Company; and ? not employ any person in any capacity, or contract for the purchase or rental of any service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent as provided by the Company's Board of Directors. 4 CONSULTANT COMPENSATION 4.1 Compensation. The Company shall pay the Consultant for the provision of the Services, US$100,000.00 immediately upon execution of this Agreement and in addition the Company shall pay the Consultant or his assigns while this Agreement remain valid the amount of USD50,000.00 on each anniversary of the execution of this Agreement. In exchange for the US$100,000.00 compensation due to the Consultant upon execution of this Agreement, the Company shall pay the Consultant with twenty-five million (25,000,000) newly issued Series "B" Preferred shares of the Company's Preferred Stock, par value $0.0001 per share. In exchange for the US$50,000.00 compensation due to the Consultant on each anniversary during the validity of this Agreement, the Company shall pay the Consultant with five million(5,000,000) newly issued Preferred shares of the Company's Preferred Stock. 4.2 Performance Bonus. As further compensation based on job performance, product development and branding, product sales, achievement of project or operational milestones, the Company is committed to providing an additional bonus schedule for the Consultant on a semi-annual basis in the form of stock, or cash payments at the discretion of the Company. 5. CONSULTANT EXPENSES AND DEVELOPMENT COSTS 5.1 The Parties agree that the Compensation hereunder shall be inclusive of any and all fees or expenses incurred by the Consutant on the Consultant's own behalf pursuant to this Agreement including but not limited to the costs of rendering the Services. Notwithstanding the foregoing, the Company shall reimburse the Consultant for any bona fide expenses such as travel and international telephone incurred by the Consultant on behalf of the Company in connection with the provision of the Services provided that the Consultant submits to the Company an itemized written account of such expenses and corresponding receipts of purchase in a form acceptable to the Company within 10 days after the Consultant incurs such expenses. However, the Company shall have no obligation to reimburse the Consultant for any single expense in excess of $2,000 or $4,000.00 in the aggregate without the express prior written approval of the Company's Board of Directors.

6. CONFIDENTIALITY 6.1 The Consultant shall not disclose to any third party without the prior consent of the Company any financial or business information concerning the business, affairs, plans and programs of the Company, its Directors, officers, shareholders, and employees (the " Confidential Information "). The Consultant shall not be bound by the foregoing limitation in the event (i) the Confidential Information is otherwise disseminated and becomes public information or (ii) the Consultant is required to disclose the Confidential Informational pursuant to a judicial order. As a material inducement to the Company entering into this Agreement, the Consultant shall, at the Company's request, execute a confidentiality and non-disclosure agreement in a form mutually agreed upon by the Company and the Consultant. 7. GRANTS OF RIGHTS AND INSURANCE 7.1 The Consultant agrees that the results and proceeds of the Services under this Agreement, although not created in an employment relationship, shall, for the purpose of copyright only, be deemed a work made in the course of employment under the Canadian law or a work-made-for-hire under the United States law and all other comparable international intellectual property laws and conventions. All intellectual property rights and any other rights which the Consultant may have in and to any work, materials, or other results and proceeds of the Services hereunder shall vest irrevocably and exclusively with the Company and are otherwise hereby assigned to the Company as and when created. The Consultant hereby waives any moral rights of authors or similar rights the Consultant may have in or to the results and proceeds of the Consulting Services hereunder. 7.2 The Consultant retains the right of prior approval of any public statements or publications by the Company using the Consultant's name, such as press releases and website pages. 7.3 The Company shall have the right to apply for and take out, at the Company's expense, life, health, accident, or other insurance covering the Consultant, in any amount the Company deems necessary to protect the Company's interest hereunder. The Consultant shall not have any right, title, or interest in or to such insurance. 8. REPRESENTATIONS AND WARRANTIES 8.1 The Consultant represents, warrants and covenants to the Company as follows: (a) The Consultant is not under any contractual or other restriction which is inconsistent with the execution of this Agreement, the performance of the Services hereunder or any other rights of the Company hereunder; (b) The Consultant is not under any physical or mental disability that would hinder the performance of her duties under this Agreement; and (c) The Company will provide and disclose all legal and commercial information to the Consultant that is necessary to perform Consultant's duties. 9 INDEMNIFICATION 9.1 Each Party shall indemnify and hold harmless the other Party, its partners, financiers, parent, affiliated and related companies, and all of their respective individual shareholders, directors, officers, employees, attorneys, auditors, licensees and assigns from and against any claims, actions, losses and expenses (including legal expenses) occasioned by any breach by the Party of any representations and warranties contained in, or by any breach of any other provision of this Agreement by the Party. 10 NO OBLIGATION TO PROCEED. 10.1 Nothing herein contained shall in any way obligate the Company to use the Services hereunder or to exploit the results and proceeds of the Services hereunder; provided that, upon the condition that the Consultant is not in material default of the terms and conditions hereof, nothing contained in this section 10.1 shall relieve the Company of its obligation to deliver to the Consultant the Compensation. All of the foregoing shall be subject to the other terms and conditions of this Agreement (including, without limitation, the Company's right of

termination, disability and default). 11 RIGHT OF TERMINATION. 11.1 The Company and the Consultant shall each have the right to terminate this Agreement at any time in its sole discretion by giving not less than ninety (90) days written notice. Upon termination of this Agreement the Consultant shall continue to work with the Company to fulfill the obligations of this Agreement during the notice period and this period will be paid for per terms of this Agreement. 12 DEFAULT/BREACH 12.1 No act or omission of the Company hereunder shall constitute an event of default or breach of this Agreement unless the Consultant shall first notify the Company in writing setting forth such alleged breach or default and the Company shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure). No act or omission of the Consultant hereunder shall constitute an event of default or breach of this Agreement unless the Company shall first notify the Consultant in writing setting forth such alleged breach or default and the Consultant shall cure said alleged breach or default within 10 days after receipt of such notice (or commence said cure within said ten days if the matter cannot be cured in ten days, and shall diligently continue to complete said cure). Either Party may terminate the Agreement if there is an event of default or breach of this Agreement that the other Party does not cure or attempt to cure pursuant to the clear intent of this Section. 13 COMPANY'S REMEDIES. 13.1 The services to be rendered by the Consultant hereunder and the rights and privileges herein granted to the Company are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, it being understood and agreed that a breach by the Consultant of any of the provisions of this Agreement shall cause the Company irreparable injury and damages. The Consultant expressly agrees that the Company shall be entitled to seek injunctive and/or other equitable relief to prevent a breach hereof the Consultant. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which the Company may have in the premises for damages or otherwise. 14. INDEPENDENT CONTRACTORS. 14.1 Nothing herein shall be construed as creating a partnership, joint venture, or master-servant relationship between the Parties for any purpose whatsoever. Except as may be expressly provided herein, neither Party may be held responsible for the acts either of omission or commission of the other Party, and neither Party is authorized, or has the power, to obligate or bind the other Party by contract, agreement, warranty, representation or otherwise in any manner except by agreement of the Company's Board of Directors. It is expressly understood that the legal relationship between the Parties is one of independent contractors. 15 MISCELLANEOUS PROVISIONS (a) Time. Time is of the essence of this Agreement. (b) Presumption. This Agreement or any section thereof shall not be construed against any Party due to the fact that said Agreement or any section thereof was drafted by said Party. (c) Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement. (d) Further Action. The Parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement. (e) Savings Clause. If any provision of this Agreement, or the application of such provision to any person or

circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby. (f) Assignment. The Company and the Consultant may assign this Agreement only with the prior written consent of the other Party. (g) Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, and emailed to, the Party to be notified. Notice to each Party shall be deemed to have been duly given upon delivery, personally or by courier, to the physical and email addresses of the other Party at that Party's physical and email addresses provided on page one (1) of this Agreement, which may be updated over time with at least ten days written notice, to the other Party. (h) Entire Agreement. This Agreement contains the entire understanding and agreement among the Parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all Parties. This Agreement supersedes prior management and/or consulting agreements with the Company and the Consultant. (i) Waiver. A delay or failure by any Party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right. (j) Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Counterparts expressly may include electronic counterparts with electronic signatures transmitted through electronic means. (k) Successors. The provisions of this Agreement shall be binding upon all Parties, their successors and permitted assigns. (l) Counsel. The Parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so. IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first written above. BEMAX INC. Per: /s/ Taiwo Aimasiko ____________________________ President/CEO Per: /s/ Fisayo Gbadero _____________________________ Customer Acquisition Consultant

Exhibit 1A-6.2

Exhibit 1A-6.3

Payment and Supply Agreement This Supply and Payment Agreement is made on March 1, 2021 (the "Effective Date") between Bemax Inc., with its principal place of business at 625 Silver Oak Drive, Dallas GA 30132 USA (herein refer to as "Bemax") and Prince Osarugue Odigie, with its principal place of business at 22 Altonwood PL Yonkers, NY 10710 (herein refer to as "Supplier"). The Supplier and Bemax may be referred to herein as the "Parties" or each as a "Party". 1. Supply and Payment for Products. Supplier will supply and Bemax will pay for the supply of private label disposable baby diapers (the "Products") in accordance with the terms of this agreement. 2. Orders 1. Purchase Orders. Bemax will submit all orders for Products to Supplier and include in each Purchase Order a. each Product it is ordering, identified by model or part number, b. the amount of each Product it is ordering, c. the unit price of each Product it is ordering, d. the location for delivery, and e. the delivery date, allowing reasonable time for Supplier to receive, review, and process the Purchase Order. 2. Accepting, Modifying, Sales Invoice and Rejecting Purchase Orders (a) By Notice. Within five Business Days' of receiving a Purchase Order from Bemax, Supplier shall accept, reject, or propose a modification to the Purchase Order by sending Bemax written notice of its acceptance, rejection, or proposed modification. (b) Deemed Acceptance. If Supplier fails to notify Bemax of its acceptance, rejection, or proposed modification, Bemax shall deem that Supplier accepted the Purchase Order. (c) Sales Invoice. Upon acceptance of Purchase Order by Supplier or deemed acceptance by Supplier, Supplier shall issue a Sales Invoice to Bemax. (d) Modification of Purchase Order. Bemax may propose a modification to a Purchase Order by including in its notice to Supplier a modified Purchase Order for Supplier to accept or reject according to the acceptance and rejection procedures under paragraphs BY NOTICE and DEEMED ACCEPTANCE. 3. Canceling Purchase Orders. Supplier may, at no expense to itself, cancel part or all of a Purchase Order up to two Business Days before the issuance of Sales Invoice by Supplier to Bemax. 4. Payment Terms. Bemax shall make payments of $200,000 to Supplier on or before the due date with issuance of Bemax's Series "A" Preferred Shares. Bemax shall pay the Supplier or his assigns twenty million (20,000,000) newly issued Rule 144 restricted Series "A" Preferred Shares of

' Bemax's preferred stock, par value $0.0001 at $0.01 per share in exchange for the amount stated on the relevant invoice issued by Supplier to Bemax On March 1, 2021 for supply of Products. This payment plan is enforceable by law, and the methods described below will be use in cases of delinquent payment. It is agreed that a payment of the total amount stated on the Sales Invoice issued by Supplier on March 1, 2021 to Bemax shall be made to Supplier by Bemax as stated on the Payment Terms on or before the due date of March 30, 2021. The entire Payment and Supply Agreement is valid till March 31, 2024. 5. Purchase Price. Bemax will pay the total amount as stated on the Payment Terms of this Agreement to Supplier 1. In full 2. by March 30, 2021 3. in immediately available Bemax's Series "A" Preferred Shares , and 4. in Supplier's name stated below: Prince Osarugue Odigie 22 Altonwood PL Yonkers, NY 10710 USA 6. Mutual Representations 1. Authority and Capacity. The Parties have the authority and capacity to enter into this Agreement. 2. Execution and Delivery. The Parties have executed and delivered this Agreement. 3. Enforceability. This Agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms. 4. No Conflicts. Neither Party is under any restriction or obligation that may affect the performance of its obligations under this Agreement. 7. Limited Warranty 1. Warranty. Supplier warrants that the Products a. will be free from material defects, b. are made with workmanlike quality, and c. will conform, within normal commercial tolerances, to the applicable specifications. 2. Replacement Products. Subject to paragraphs on NOTICE REQUIREMENT and EXCLUSIONS directly below, Bemax's sole remedy for breach of this limited warranty will be Supplier providing Bemax with a replacement Product, at Supplier's sole expense. 3. Notice Requirement. Supplier will only be required to replace Products under paragraph REPLACEMENT PRODUCTS if it receives written notice from Bemax of such defect or nonconformity within 90 days after delivery of the Products. 4. Exclusions. This warranty does not extend to any Product Bemax abuses, neglects or misuses according to the applicable specifications, or to any Product Bemax has had repaired, repacked or altered by a Person other than Bemax.

- 8. Confidentiality 1. Confidentiality Obligation. The receiving party will hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party. 2. Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement and solely for the Purpose. 3. Non-Disclosure. A receiving party may not disclose Confidential Information, the existence of this Agreement, the Transaction, or the Purpose to any third party, except to the extent a. permitted by this Agreement b. the disclosing party consents in writing, or c. required by Law. 4. Notice. A receiving party will notify the disclosing party if it a. learns of any unauthorized disclosure of Confidential Information 9. Termination 1. Termination upon Notice. Either party may terminate this agreement for any reason upon given twenty-one business days' notice to the other party. 2. Termination upon Breach a. Failure to Pay. If Bemax fails to pay when due any amount owing as stated under the Payment Terms of this Agreement and that failure continues for five business days, Supplier may terminate this agreement, with immediate effect, by giving notice to Bemax b. Any Other Breach. If one Party i. commits any material breach or material default in the performance of any obligation under this agreement other than Bemax's obligation to pay ii. breach or default continues for a period of Twenty-one business days after the other party delivers Notice to it reasonably detailing the breach or default, iii. then the other Party may terminate this agreement, with immediate effect, by giving notice to the first Party. 1. Termination of Obligations. Subject to paragraph PAYMENT OBLIGATIONS, on termination or expiration of this Agreement, each Party's rights and obligations under this Agreement will cease immediately. 2. Payment Obligations. Even after termination or expiration of this agreement, each Party will a. pay any amounts it owes to the other Party, including payment obligations for Products already produced but not delivered to Bemax, work already performed, goods already delivered, or expenses already incurred, and b. refund any payments received but not yet earned, including payments for work not performed, or goods not delivered, expenses forwarded. 3. No Further Liability. On termination or expiration of this agreement, neither Party will be liable to the other Party, except for liability a. that arose before the termination or expiration of this agreement, or b. arising after the termination or expiration of this agreement and in connection with sections CONFIDENTIALITY, TAXES, or TERMINATION 10. Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative.

2 11. General Provisions 1. Entire Agreement. The Parties intend that this Agreement, together with all its schedules, exhibits, and other documents that both are referenced in this agreement and refer to this Agreement, a. represent the final expression of the Parties' intent relating to the subject matter of this agreement, b. contain all the terms the Parties agreed to relating to the subject matter, and c. replace all of the Parties' previous discussions, understandings, and Agreements relating to the subject matter of this Agreement. 2. Amendment. This Agreement can be amended only by a writing signed by both Parties. 3. Assignment. Neither Party may assign this agreement or any of their rights or obligations under this Agreement without the other Party's written consent. 4. Relationship of the Parties a. No Relationship. Nothing in this Agreement creates any special relationship between the Parties, such as a partnership, joint venture, or employee/employer relationship between the Parties. b. No Authority. Neither Party has the authority to, and will not, act as agent for or on behalf of the other Party or represent or bind the other Party in any manner. 5. Notices a. Method of Notice. The Parties will give all notices and communications between the Parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first- class registered or certified mail, postage prepaid to the address that a Party has notified to be that Party's address for the purposes of this section. b. Receipt of Notice. A notice given under this Agreement will be effective on i. the other Party's receipt of it, or ii. if mailed, the earlier of the other Party's receipt of it and the fifth business day after mailing it. 6. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. 7. Waiver. a. Affirmative Waivers. Neither Party's failure or neglect to enforce any rights under this Agreement will be deemed to be a waiver of that Party's rights. b. Written Waivers. A waiver or extension is only effective if it is in writing and signed by the Party granting it. c. No General Waivers. A Party's failure or neglect to enforce any of its rights under this Agreement will not be deemed to be a waiver of that or any other of its rights. d. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. 8. Governing Law and Consent to Jurisdiction and Venue a. Governing Law. This Agreement, and any dispute arising out of the SUBJECT MATTER OF THE AGREEMENT, shall be governed by the laws of the State of Texas. b. Consent to Jurisdiction. Each Party hereby irrevocably consents to the non-exclusive jurisdiction and

7 venue of any state or federal court located within the State of Texas, USA in connection with any matter arising out of this Supply and Payment Agreement or the transactions contemplated under this Supply and Payment Agreement. 9. Counterparts a. Signed in Counterparts. This Agreement may be signed in any number of counterparts. b. All Counterparts Original. Each counterpart is an original. c. Counterparts Form One Document. Together, all counterparts form one single document. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized representatives as of the Execution Date. BEMAX, INC. By: Name: Taiwo Aimasiko Title: Chief Executive Officer Prince Osarugue Odigie By: Name: Prince O. Odigie Title: Supply Manager

Exhibit 1A-12.1

4358 SHADY BEND DRIVE ? DALLAS, TEXAS ? 75244 PHONE: 214-352-8674 CGENERES@GENERESLAW.COM August 30, 2023 Board of Directors Bemax Inc. 625 Silver Oak Drive Dallas, GA 30132 Re: Bemax Inc., Regulation A+, Tier 1 Offering VIA ELECTRONIC DELIVERY Gentlemen: I have acted, at your request, as special counsel to Bemax, Inc., a Nevada corporation, ("Bemax Inc.") for the purpose of rendering an opinion as to the legality of 1,000,000,000 shares of Bemax, Inc. common stock, par value $0.0001 per share to be offered and distributed by Bemax , Inc. ("Shares"), pursuant to an Offering Statement to be filed under Regulation A of the Securities Act of 1933, as amended, by Bemax Inc. with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, ("Offering Statement"). For the purpose of rendering my opinion herein, I have reviewed statutes of the State of Nevada, to the extent I deem relevant to the matter opined upon herein, certified or purported true copies of the Articles of Incorporation of Bemax., Inc. and all amendments thereto, the By-Laws of Bemax., Inc., selected proceedings of the board of directors of Bemax., Inc. authorizing the issuance of the Shares, certificates of officers of Bemax., Inc. and of public officials, and such other documents of Bemax, Inc. and of public officials as I have deemed necessary and relevant to the matter opined upon herein. I have assumed, with respect to persons other than directors and officers of Bemax, Inc., the due and proper election or appointment of all persons signing and purporting to sign the documents in their respective capacities, as stated therein, the genuineness of all signatures, the conformity to authentic original documents of the copies of all such documents submitted to me as certified, conformed and photocopied, including the quoted, extracted, excerpted and reprocessed text of such documents. Based upon the review described above, it is my opinion that the Shares are duly authorized and when, as and if issued and delivered by Bemax, Inc. against payment therefor, as described in the Offering Statement, will be validly issued, fully paid and non-assessable. I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the THE LAW OFFICE OF CARL A. GENERES

2 requirements of Form 1-A, and I express no opinion with respect thereto. I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than as specified herein. I assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof. Sincerely, _______________________ Carl A. Generes Law Office of Carl A. Generes P C