Exhibit 10.1

Bemax Inc. enters into an Agreement with CIM Securities to raise up to $3,000,000 in Funding

Bemax Inc. (“Company”) currently trades under the OTC Pink Sheets symbol “BMXC” has entered into an engagement agreement with CIM Securities, LLC to raise up to $3,000,000 in Three Year (36 months) Convertible Promissory Notes with an 8% Annual accrued interest rate offering open to accredited investors. The Notes are convertible at the following: i) an $18,000,000 fully diluted common shares outstanding Hard Ceiling Market Capitalization, or ii) a $6,000,000 fully diluted common shares outstanding Hard Floor Market Capitalization, or iii) at a 30% Discount off the fully diluted market capitalization prior days closing bid price if the conversion price is between the Hard Ceiling and Hard Floor. The market capitalization will be based on the prior quarters report fully diluted number of shares outstanding stated on such report.

Bemax exports and distribute its own brands of private label household disposable diapers and women’s hygienic sanitary products across North America and to the global emerging markets. We are actively pursuing opportunities in the rapidly growing global consumer staples and household products Industries.

The Offering:

Bemax, Inc., is offering on a “best efforts” basis through CIM Securities, LLC, a FINRA member broker-dealer as the Managing Placement Agent and the Officers and Directors of the Company solely to verified accredited investors under Section 4(a)(2) and Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended up to $3,000,000 in Thirty-Six Months 8% Annual Accrrued Interest Promissory Notes (“Notes”) Convertible Into Shares of Common Stock, par value $0.0001 per share. The Notes are convertible at i) a $18mm Hard Ceiling Market Capitalization, or ii) at a $6mm Hard Floor Market Capitalization or iii) at a 30% Discount off the prior days closing bid price on the Day of Conversion if the Conversion price lands between the Hard Ceiling and the Hard Floor. The Market Capitalization is to be determined by reviewing the Company’s prior quarters report fully diluted number of shares outstanding stated on such report at the time of the conversion. The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, (b) the date upon which all Shares have been sold, subject to an increase in the size of the Offering or (c) February 29, 2024, unless extended by the Company for up to an additional Ninety (90) days up to May 31, 2024. An Investment into these Securities is illiquid and highly risky, an investor must be willing to bear the entire loss of principal and be willing to hold these securities for an indefinite period of time.

About CIM Securities:

CIM Securities is an independent investment bank that serves micro-cap and small-cap companies by providing capital raising solutions and merger and acquisition services for companies seeking growth capital.

CIM Securities offers private placement transactions where shares of or other investments in a particular company are purchased directly from the issuers.

Forward-Looking Statements Disclosure:

This press release may contain "forward-looking statements" within the meaning of the federal securities laws. In this context, forward-looking statements may address the Company's expected future business and financial performance, and often contain words such as "anticipates," "beliefs," "estimates," "expects," "intends," " plans," "seeks," "will," and other terms with similar meaning. These forward-looking statements by their nature address matters that are, to different degrees, uncertain. Although the Company believes that the assumptions upon which its forward-looking statements based are reasonable, it can provide no assurances that these assumptions will prove to be correct. All forward-looking statements in this press release are expressly qualified by such cautionary statements, risk, and uncertainties, and by reference to the underlying assumptions.

Please visit our SEC filings or Company's website for more information on the full results and management's plan.

Contact:

Email: admin@bemaxinc.com
website: www.bemaxinc.com

Exhibit 10.2

Exhibit 10.3

BEMAX INC. Executive Summary OTCPK: BMXC Bemax is a U.S. Company incorporated in the State of Nevada on November 28, 2012. We export and distribute consumable household products, mainly Disposable Diapers for developed and emerging markets respectively. We also export our private label brands from manufacturers in Asia and distribute them to other growing markets. Bemax expects to focus on an extensive and far-reaching global network among wholesalers, large discounting retailers and supermarkets as well as online DTC sales and marketing to reach households directly through subscription orders. We maintain our statutory registered agent's office at 5348 Vegas Drive, Las Vegas, NV 89108. Our corporate website is www.bemaxinc.com and our retail and commercial website is www.bemaxinc.com/webstore Bemax Inc., actively pursuing opportunities in the rapidly growing global Consumer Staples and Household Products Industries. Bemax markets and distributes disposable baby diapers and they expect to make a significant impact within the consumer staples market. Bemax currently has two distinct private label brands: Mother Touch? and Mother Choice with distribution covering Europe as well as East, South, and West Africa. We believe we are in a lucrative and growing market and that Bemax is poised to take advantage of this growth rate and minimal local competition, with a dedicated and experienced staff, and effective management and marketing. We realize the fact that for us to prosper in this relatively untapped market, there is need to be flexible and responsive, to delight our customers by providing them with what they want, when they want it and in the exact quantity. Our primary goal will be to continue to establish and strengthen our existence in the market, which will be bestowed by the business environment in which we function. Ultimately the attractiveness of our venture lies with the fact that customers will choose our products above those of competitors because of the relatively lower prices as well as their high quality. Hence Bemax Inc.'s ongoing initiatives will be to drive sales, market share and productivity to provide additional impetus towards attainment of the corporate goals and objectives. According to Grand View Research the global baby diapers market size was valued at USD 82.59 billion in 2022 and is expected to grow at a compound annual growth rate (CAGR) of 4.9% from 2023 to 2030. The market is projected to witness higher demand over the coming years owing to the rising awareness regarding child health. The shifting inclination toward high-quality and eco-friendly disposable diapers is the major factor boosting the demand for biodegradable diapers across the globe.

FOCUS Bemax Inc. lower overhead, e-commerce, and extensive distribution network aim to provide opportunity to compete with industry giants. Through our e-commerce accelerating platform, Bemax could distribute products into the markets more quickly, economically and compete effectively with larger brands such as Pampers (P&G), Huggies (Kimberly Clark). BUSINESS STRATEGY The company strategy is to attract and maintain customers by providing products that add value in terms of price, quality, safety, availability and functionality, and are supported by a dedicated, well-trained team. This is core and important to the successful implementation of our overall strategy and hence the need to ensure we are focused and working harmoniously towards the attainment of these goals and objectives. We initially intend to be focusing on satisfying our core markets in North America, East, South and West Africa. As part of our growth strategy we intend to continue to develop new channels of distribution. Bemax's plan as a globally known brand is being realized through relationships with top global wholesale distributors throughout our growing markets. REVENUE MODEL With a flexible, revenue business model, the company looks to scale distribution level maintaining a low overhead ? working to minimize risk and maximize investment return. With The global baby diapers market size was valued at $82.59 billion in 2022. (see referenced link: https://www.grandviewresearch.com/industry-analysis/baby-diapers-marke The global diaper market is expected to grow at a compound annual rate (CAGR) of 4.9% from 2023-2030, and with a flexible revenue model, Bemax revenue is poised to continue to grow. See current revenue projection below; Current revenue estimate? Unaudited Fiscal Year ending May 31, 2024 - $1.0 million if the Company can raise at least $750,000 in this Offering but no guarantee is made for such projection. Financing - The need for financing is to introduce two new private label products of disposable women's hygienic sanitary pads, update the product features of our existing private label brands and increase, strengthened the current share price through estimated revenue increase, and meet the development strategies outlined below.

Projected New Developments and Investment Strategies to enhance revenue: 1. Launch of two new private label products in 2024 2. Complete $5million Reg A financing by end of 2024. 3. Complete $3million private placement offering sought in this REG D offering. Proceeds from proposed financing shall be utilized for viable business projects in the emerging markets, operations, and creation of new products to meet market trends and demand. The company's broad areas of focus have included a range of opportunities to support efficiency, consistently improve shareholder value, and encourage growth. Bemax's commitment to driving favorable market conditions in general, is strong and relentless. The company has pursued over the past years an aggressive approach to marketing ? and its future outlook. ***PLACEMENT AGENT DISCLOSURE*** This Disclosure Statement is being provided to you to describe the nature of the relationship among and between Bemax, Inc. (the "Company") and CIM Securities ("CIM"), relating to your investment in the Company's private placement transaction ("Transaction"). CIM is a registered broker dealer member of FINRA and SIPC. Bemax Inc and CIM are not related parties. The Company and CIM have entered into an Engagement Letter Agreement ("Agreement") under which CIM provides advisory services and solicits investor prospects of preferred shares ("Shares") for the Company and the Company compensates CIM for referring investors to the Company. For each person or entity (including "You", the "Investor") that is solicited by CIM pursuant to the terms and conditions of the Agreement, who acquires or commits to acquire an interest in the Company, within a defined time period, as a result of such solicitation, Company shall pay, or cause to be paid, to CIM and any licensed Selling Agents it may be working with a cash fee of up to Eight and One-Half percent (8.5%) of gross transaction proceeds to the Company, in cash and Seven percent (7%) of Placement Agent Common Stock Warrants ("PA Warrants") based on the number of Securities purchased by Investors via their conversion price into Common Stock with a seven year term and cashless exercise provision exercisable at same price per Share as Investors get when they convert. CIM has been contracted for and up approximately $20,000 as a Retainer Fee and Legal Reimbursement for this Capital Raise as well as for its Legal Counsel. This compensation to CIM does not in any way affect the number of shares that would be issued to you in the event that you acquired such interest without the solicitation of CIM or any of its Selling Agents. These fees may cause a conflict between your interests and CIM's. Registered Representatives of CIM and their family members may be or may become investors in this Transaction or any other Company issuance. This may also cause a conflict of interest in your investment. Registered Representatives of CIM and Selling Agents may be engaged to solicit other transactions at higher or lower compensation agreements, which may also be a conflict of interest to your solicitation for this investment. The Firm may also provide you with other comparable investment opportunities that should be considered and discussed with your representative, prior to making any investments. Please review the Customer Relationship Summaries (CRS) of CIM Securities.

Investor Considerations The terms and conditions set forth herein are subject to change, customary legal review, and the conduct of due diligence. This Executive Summary ("Summary") or Investment Presentation ("Presentation") does not constitute an offer and does not constitute an agreement or obligation on the part of any person to purchase or sell any the securities of the Company. CIM Securities, LLC, is a Registered Broker/Dealer, Member FINRA/SiPC. This document is intended only for the use of the individual or entity to which it is addressed and may contain information that is legally privileged, confidential and exempt from disclosure. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this message, or any attachment, is strictly prohibited. If you have received this message in error, please notify the original sender at CIM Securities at 619-749-2460 immediately by telephone or by return e-mail and delete this message, along with any attachments, from your computer. Thank you, your cooperation is appreciated. Summary of Risk Factors ? 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 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 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 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: (a) Demand for our products; (b) Our ability to obtain and retain existing customers or encourage repeat purchases; (c) Our ability to manage our product inventory; (d) General economic conditions;

(e) Advertising and other marketing costs; (f) Costs of creating and expanding product lines. 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. ? 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. ? Trading price in our shares of common stock fluctuates significantly and stockholders may have difficulty reselling their shares. ? Economic conditions in the U.S. and international markets could adversely affect our business and financial results. ? Our Common Stock is currently deemed a "penny stock," which makes it more difficult for our investors to sell their shares. ? As an issuer of "penny stock," the protection provided by the federal securities laws relating to forward-looking statements does not apply to us. ? 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. ? THERE IS A LIMITED TRADING PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK SECURITIES TRADED ON THE OTC PINK SHEETS UNDER SYMBOL OF BMXC AND NO SUCH LIQUID MARKET IS EXPECTED TO DEVELOP FOLLOWING THE PLACEMENT OF THE SECURITIES. ? 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.

Notices The information contained in this Summary or Presentation has been provided wholly and completely by BEMAX, INC. (the "Company", "we" or "us"). Any estimates, forecasts or other forward-looking statements contained in this Summary have been prepared by the Management Team of the Company in good faith and on a basis it believes is reasonable. Such estimates, forecasts and other forward-looking statements involve significant elements of subjective judgment and analysis and no representation can be made as to their attainability. No representation or warranty (express or implied) is made or is to be relied upon as a promise or representation as to the future performance of the Company. Cautionary Note Regarding Forward Looking Statements This Summary also contains certain forward-looking statements within the meaning of Section 27A of the Act. All statements that address expectations or projections about the future, including statements about product development, market position, expected expenditures and financial results are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections for our industry, management's beliefs and assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "should," "could," "may," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, rapid changes, and assumptions that are difficult to predict. Accordingly, actual results or performance of The Company may differ significantly, positively or negatively, from forward-looking statements made herein. Unanticipated events and circumstances are likely to occur. Factors that might cause such differences include, but are not limited to, those discussed under the heading "Risk Factors" provided in the Private Placement Memorandum and/or Subscription Agreement which investors should carefully consider before investing. These factors include, but are not limited to, risks that our products and services may not receive the level of market acceptance anticipated; anticipated funding may prove to be unavailable; potential competition in our market may result in lower than anticipated revenues or higher than anticipated costs, and general economic conditions, such as the rate of employment, inflation, interest rates and the condition of the capital markets may change in a way that is not favorable to us. This list of factors is not exclusive. We undertake no obligation to update any forward looking statements. AN INVESTMENT IN THE SECURITIES OF THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES. THERE IS A LIMITED TRADING PUBLIC MARKET FOR THE COMPANY'S COMMON STOCK SECURITIES TRADED ON THE OTC PINK SHEETS UNDER SYMBOL OF BMXC AND NO SUCH LIQUID MARKET IS EXPECTED TO DEVELOP FOLLOWING THE PLACEMENT OF THE SECURITIES. SIGNIFICANT RESTRICTIONS ON TRANSFER WILL APPLY. YOU SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND BE ABLE TO WITHSTAND A TOTAL LOSS OF YOUR INVESTMENT. THIS SUMMARY DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL. By accepting delivery of this Summary, you agree to return promptly to the Company this Summary and any of the other documents or information furnished to you pursuant to this Summary if you elect not to invest in the Securities or if the investment is withdrawn. THESE ARE HIGHLY SPECULATIVE AND ILLIQUID SECURITIES, WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE SECURITIES AND INVESTORS MUST ALSO BE WILLING TO HOLD THESE SECURITIES FOR AN INDEFINITE PERIOD OF TIME.

NASAA Legend You should make your own decision whether this placement meets your investment objectives and risk tolerance level. No Federal or State securities commission has approved, disapproved, endorsed or recommended this placement. No independent person has confirmed the accuracy or truthfulness of this disclosure, nor whether it is complete. Any representation to the contrary is illegal. No state administrator has reviewed the disclosures included herein. The Company is relying on an exemption from registration or qualification under applicable Federal and State Securities Laws.

Exhibit 10.4

CIM Securities, LLC
Member FINRA / SiPC

I am writing you to introduce you to my Client named Bemax, Inc. (“Bemax” or “Company”) and its trading symbol is BMXC: on the OTC Pink Sheets. We are writing you to request your consideration for a PIPE investment opportunity. 

CIM Securities, LLC is the Lead Placement Agent on a $3,000,000 Convertible Notes Offering that we believe makes a lot of sense for Accredited Investors.  Investors will receive a Thirty-Six Month Promissory Note that accrues an 8% annual interest rate and is convertible at any time at the following: i) an $18,000,000 fully diluted common shares outstanding Hard Ceiling Market Capitalization, or ii) a $6,000,000 fully diluted common shares outstanding Hard Floor Market Capitalization, or iii) at a 30% Discount off the fully diluted market capitalization prior days closing bid price if the conversion price is between the Hard Ceiling and Hard Floor. The market capitalization will be based on the prior quarters report based on the fully diluted number of shares outstanding stated on such report.

Taiwo Aimasiko, is the Founder and CEO of Bemax Inc, a U.S. company incorporated in the State of Nevada on November 28, 2012. The Company export and distribute consumable household products mainly Bemax Inc private label disposable diapers and women’s hygienic disposable pads for developed and emerging markets, respectively.

They are a small, but rapidly growing Company that is seeking to expand their operations. They have a unique product offering and a robust customer base. They have also developed a comprehensive strategy intended to increase their market share and maximize their potential.

I am confident that with the right investment, they can take their business to the next level. They are well positioned to capitalize on the current market trends with the goal to become a leader in their industry. They have identified several potential projects that will require capital to fund, and I am confident that the Management Team has the knowledge and experience to make them successful.

Their Team has a proven track record of success and is committed to building a business that will create value for their investors. They are confident that with the right support and resources, they can achieve Bemax’s goals and become a major player in their industry.

I am very excited to present this offering to you for possible investment, and I am eager to discuss the details with you further. I am available to answer any questions that you may have and to provide you with additional information. I look forward to hearing from you soon.

Please review the attached materials including the Executive Summary and Investor Pitch Deck and reach out with any questions.

Regards,

John G. "Jack" Myers

Registered Representative

Investment Banking & Capital Markets 

CIM Securities, LLC

Member FINRA / SiPC

6898 S. University Blvd, Suite 270

Centennial, CO 80122

619-749-2460 - Office

619-249-5926 – Mobile

303-488-9555 – Fax

Jack.Myers71 – Skype

JackMyers@cimsecurities.com

www.cimsecurities.com

If you would like to Unsubscribe, Please Click Here:  UNSUBSCRIBE

***PLACEMENT AGENT DISCLOSURE***

This Disclosure Statement is being provided to you to describe the nature of the relationship among and between Bemax, Inc. (the “Company”) and CIM Securities  (“CIM”), relating to your investment in the Company’s private placement transaction (“Transaction”).  CIM is a registered broker dealer member of FINRA and SIPC.  

Bemax Inc and CIM are not related parties. The Company and CIM have entered into an Engagement Letter Agreement (“Agreement”) under which CIM provides advisory services and solicits investor prospects of preferred shares (“Shares”) for the Company and the Company compensates CIM for referring investors to the Company. For each person or entity (including “You”, the “Investor”) that is solicited by CIM pursuant to the terms and conditions of the Agreement, who acquires or commits to acquire an interest in the Company, within a defined time period, as a result of such solicitation, Company shall pay, or cause to be paid, to CIM and any licensed Selling Agents it may be working with a cash fee of up to Eight and One-Half percent (8.5%) of gross transaction proceeds to the Company, in cash and Seven percent (7%) of Placement Agent Common Stock Warrants (“PA Warrants”) based on the number of Securities purchased by Investors via their conversion price into Common Stock with a seven year term and cashless exercise provision exercisable at same price per Share as Investors get when they convert.  CIM has been contracted for and up approximately $20,000 as a Retainer Fee and Legal Reimbursement for this Capital Raise as well as for its Legal Counsel.

This compensation to CIM does not in any way affect the number of shares that would be issued to you in the event that you acquired such interest without the solicitation of CIM or any of its Selling Agents. These fees may cause a conflict between your interests and CIM’s. Registered Representatives of CIM and their family members may be or may become investors in this Transaction or any other Company issuance. This may also cause a conflict of interest in your investment. Registered Representatives of CIM and Selling Agents may be engaged to solicit other transactions at higher or lower compensation agreements, which may also be a conflict of interest to your solicitation for this investment. The Firm may also provide you with other comparable investment opportunities that should be considered and discussed with your representative, prior to making any investments. Please review the Customer Relationship Summaries (CRS) of CIM Securities.

Confidentiality Notice: This email, including any attachments, may include confidential and/or proprietary information. The reader is hereby notified that any unauthorized dissemination or copying of this email is prohibited. If you have received this email in error, please notify the sender immediately by replying to this message and delete this email. Do not use email to request, authorize or effect the purchase or sale of any security, to send fund transfer instructions, or to effect any other transactions relating to your account. In compliance with SEC and FINRA requirements, CIM Securities and its affiliates employ email monitoring software for the review of email messages. Under the terms of the SPAM Act 2003, if you wish to alter your communications with Jack Myers, Choice Investment Management and/or CIM Securities, LLC then you MUST REPLY to this email.  If you no longer want to receive these messages, simply reply with Unsubscribe and you will be unsubscribed from future communications for the email address this communication was sent and it will be deleted from our database.

THE ATTACHED DOCUMENTS AND OR OTHER ATTACHMENTS INCLUDED HEREIN ARE TO BE STRICTLY CONSIDERED "PRELIMINARY INFORMATION MATERIALS" AND DOES NOT CONSTITUTE ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITY MENTIONED HEREIN. AN OFFER CAN ONLY BE MADE BY AN APPROPRIATE SUBSCRIPTION AGREEMENT AND THE FULL PRIVATE PLACEMENT MEMORANDUM WHICH THESE DOCUMENTS ARE A PART OF UNDER A REG D 506(c) OFFERING AND ONLY IN STATES IN WHICH THE OFFERING OF THE SECURITIES IS REGISTERED OR EXEMPT FROM REGISTRATION AND BY FINRA REGISTERED BROKER-DEALERS AUTHORIZED TO DO SO. EACH PRIVATE INVESTMENT TRANSACTION HAS ITS OWN INHERENT RISKS AND ONE SHOULD READ THE FULL MEMORANDUM / SUBSCRIPTION AGREEMENT IN AND CONSIDER ALL THE UNIQUE RISKS INVOLVED AND DO APPROPRIATE DUE DILIGENCE BEFORE INVESTING.  ANY MENTION OF PAST PERFORMANCE ON ANY PAST TRANSACTIONS IS NO GUARANTEE OF FUTURE RESULTS.  THE SECURITIES TO BE OFFERED BY THE MEMORANDUM ARE HIGHLY SPECULATIVE AND ILLIQUID AND INVOLVE A HIGH DEGREE OF RISK AND ARE ONLY AVAILABLE TO ACCREDITED INVESTORS WHO CAN BEAR THE ENTIRE ECONOMIC RISK OF SUCH AN ILLIQUID RISKY INVESTMENT AND WILLING TO HOLD THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

You should speak with your financial advisor, accountant, tax consultant and/or attorney when evaluating private placement offerings. The information you will review may contain forward-looking statements about investments which have not been reviewed by CIM Securities. You should not rely on these statements but should carefully evaluate the Materials in assessing any private investment opportunity, including the complete set of risk factors that are provided for your consideration. Articles or information from third-party sources may discuss CIM Securities or relate to information contained herein, but CIM does not approve and is not responsible for such content. Hyperlinks to third-party sites, or reproduction of third-party content, do not constitute an approval or endorsement by CIM of the linked or reproduced content. Risk statement: Keep in mind that strong investor interest is no indication of the merits of the investment.

CAUTIONARY NOTICE RELATING TO FORWARD-LOOKING STATEMENTS: These Preliminary Information Materials and/or Private Placement Memorandum contain "forward-looking statements" within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, including statements regarding, among other items, the Company's business strategies, continued growth in the Company's markets, projections and anticipated trends in the Company's business and the industry in which it operates. The words "believe," "expect," "anticipate," "intends," "forecast," "project" and similar expressions identify forward-looking statements. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties that are beyond the Company's control. the Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, among others, the following: reduced or lack of demand for the Company's Services, competitive pricing pressures, unexpected changes in the Industry or economic environment and the level of expenses incurred in the Company's operations. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in these Materials and the documents incorporated herein by reference will, in fact, occur or prove to be accurate.

Securities and Insurance Products are offered through registered representatives of CIM Securities. LLC (“CIM”) an independent registered broker-dealer.  CIM is a Member of FINRA/SIPC.  OSJ phone: 303-874-7477. Securities and Insurance Products:  NOT FDIC INSURED - NOT Bank Deposits - NOT INSURED By Any Government Agency - NOT GUARANTEED BY ANY Financial Institution - May Lose Value.

CONFIDENTIALITY NOTICE:  The information contained in this e-mail communication and any attached documentation may be privileged, confidential, or otherwise protected from disclosure and is intended only for the use of the designated recipient(s).  It is not intended for transmission to, or receipt by, any unauthorized person.  The use, distribution, transmittal or re-transmittal by an unintended recipient of this communication is strictly prohibited without our express approval in writing.  If you are not the intended recipient of the e-mail, please delete it from your system without copying it and notify the above sender so that our e-mail address may be corrected.

ARCHIVING NOTICE:  Recipients should be aware that all emails exchanged with the sender are automatically archived and subject to review at any time by duly authorized persons and may be produced to other parties, including public authorities, in compliance with applicable laws.  Do not use email to request, authorize or effect the purchase or sale of any security, to send fund transfer instructions, or to effect any other transactions relating to your account. In compliance with SEC and FINRA requirements,  CIM Securities and its affiliates employ email monitoring software for the review of email messages. 

Under the terms of the CAN SPAM Act 2003, if you wish to alter your communications with Jack Myers at CIM Securities, LLC then you MUST REPLY to this email and request Removal.  If you do not reply to this email, we will assume you are satisfied with your email communications from us. If you no longer want to receive these messages, simply REPLY to this email requesting to REMOVE or UNSUBSCRIBE from future communications and the email addresses which you are requesting to be deleted from our database.  We need the exact email address(es) to which you received our communication to delete so please provide the correct email address.  Past Performance is no guarantee of future results, investing in REG D private placements is extremely risky and one should consult with an investment professional before investing.  Private Offerings are highly speculative securities, an investor could lose their entire principal investment and would need to hold the securities for an indefinite period of time.

Exhibit 10.5

BEMAX INC. . PRIVATE LABEL DEVELOPMENT OTC: BMXC

Business Value Proposition Bemax business focus is actively pursuing opportunities in the rapidly growing global consumer staples and household products industries. Bemax develops, markets and distribute private label disposable products presently focusing on disposable diapers and women hygienic products . Bemax is positioned to make a significant impact within the consumer staples market. Bemax currently has three distinct private label brands: Mother Touch Π, Mother Choice, Modenna with distribution covering North America, Europe, as well as West and East Africa sub - regions.

Past and Current Story Our lifetime revenue is approximately $972,918 Our current revenue since 2021 has reduced significantly due to lack of sufficient funding to procure inventory with improved product features. Current Market: The global baby diapers market size was valued at $82.59 billion in 2022*. (see link to reference current market below: The global diaper market is expected to grow at a compound annual rate (CAGR) of 4.9% from 2023 - 2030 The market is expected to witness higher demand over the coming years owing to the rising awareness in child health. (see reference link to current market below: * https://www.grandviewresearch.com/industry - analysis/baby - diapers - market

Bemax - Products Product Name: Mother's Touch Ρ Disposable Diaper. Private Label Brand: Mother's Touch Product Name: Mother’s Choice Disposable Diaper. Private Label Brand: Mother’s Choice Product Name: Modenna Disposable Diaper. Private Label Brand: Modenna Description: Touch ultra - absorbent, eco - friendly diapers - made with naturally derived, plant - based & sustainable materials with high quality absorbency.

Target Market Management believes our markets are lucrative and growing - Bemax is poised to take advantage of this untapped markets, where management believe potential for growth is significant. Management believes market is flexible and responsive - We delight our customers by providing them with what they want, when they want it and in the exact quantity with competitive pricing. Our target markets primarily constitute institutions, wholesalers, retailers and other intermediaries who we believe will order in bulk for their customers and concerned individuals. Strong customer network with the various decision - makers/order - makers. Our market knows our existence and the products we sell – Bemax makes the right information available to the right target customers through implementing a market penetration strategy intended to ensure that we are well known and respected in the market. Our market and customers appreciate the quality of our private label products.

Bemax – Future Solution Production and global delivery of high quality private label disposable products including diapers, wipes and women hygienic sanitary pads. Competitive pricing. Establish a market presence that assures short - term and long - term profitability. Contribute positively to communities and environment. Develop enthusiastically satisfied customers all of the time.

Bemax - Model Bemax develop and design private label disposable products. R evenue streams from sales and distribution of disposable diapers, wipes and women hygienic products. Our profit model is the difference between what we charge our clients for our products and what we pay to develop and produce/manufacture our d isposable private labels products. Strong relationships and establishment of links with various wholesalers, established retailers, NGOs and clinics which often order or require our products for their customers.

Bemax – Marketing and Sales Strategy Competitive advantage through faster and efficient delivery system. Strong network of global wholesalers of disposable products. Efficient network with global shipping companies. Direct marketing and advertising. Events - trade shows and exhibitions to increase awareness of our private label products.

Bemax - Competition Competition include well known names like Procter and Gamble and Kimberly Clark manufacturers of Huggies and Pampers disposable. Competitors include companies with substantial customer bases and working history. Bemax – Competitive Advantage Relationship selling: We engage with our wholesalers and retail customers, one on one. Our direct sales efforts maintain strong relationship with our customers. •Diversified customer base: Bemax obtain orders for our products from a wide customer base with no dependency limited customers. •Low production costs: The costs of our products is approximately a third less than the famous brand names and end user prices.

Bemax - Team Our human resources strategy constitute an important element in realizing our business objectives and goals. Taiwo Aimasiko – CEO 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. Adewale Jonathan – Advisor/ Product and Business Development

Bemax – Team Adewale Jonathan – Advisor/ Product and Business Development With education background in mass communications, Mr. Jonathan advises on extensive marketing strategy and branding; In his role as an advisor to the company, Mr. Jonathan is respsonsible for planning and executing business strategies to improve efficiency in the operational and product development management of Bemax businesses; He advises on project and marketing, and identify future business opportunities, and mitigate against risks.

Bemax - Financials Use the link below for most current financials as disclosed on OTC Markets: https://www.otcmarkets.com/otcapi/company/financial - report/365005/content Use the above link for other related financials information including shares structure and notes to the financials.

Bemax – Investment and Funding Financing objective to enhance revenue - to meet growth and expansion strategies outlined below: 1. Complete the development and production of two private label disposable products of Bemax women hygienic sanitary pads and wet wipes. 2. Increase inventory level to meet prospective purchase orders. Ongoing financing structure: 1. $5million through qualified Regulation A Tier 1 offering 2. Current Reg A priced at $0.006 through the end of 2024 3. Additional $3million private placement financing

Bemax – Summary of Risk Factors • 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 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 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 expect our quarterly financial results to fluctuate. 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.

Bemax – Summary of Risk Factors continues • There is a limited trading public market for the company ’s common stock securities traded on the OTC Pink Sheets under the symbol BMXC and no such liquid market is expected to develop following the placement of the securities. • 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. • Trading price in our shares of common stock fluctuates significantly and stockholders may have difficulty reselling their shares. • Economic conditions in the U.S. and international markets could adversely affect our business and financial results. • Our Common Stock is currently deemed a “penny stock,” which makes it more difficult for our investors to sell their shares.

Placement Agent Disclosure This Disclosure Statement is being provided to you to describe the nature of the relationship among and between Bemax, Inc. (the “Company”) and CIM Securities (“CIM”), relating to your investment in the Company’s private placement transaction (“Transaction”). CIM is a registered broker dealer member of FINRA and SIPC. Bemax Inc and CIM are not related parties. The Company and CIM have entered into an Engagement Letter Agreement (“Agreement”) under which CIM provides advisory services and solicits investor prospects of preferred shares (“Shares”) for the Company and the Company compensates CIM for referring investors to the Company. For each person or entity (including “You”, the “Investor”) that is solicited by CIM pursuant to the terms and conditions of the Agreement, who acquires or commits to acquire an interest in the Company, within a defined time period, as a result of such solicitation, Company shall pay, or cause to be paid, to CIM and any licensed Selling Agents it may be working with a cash fee of up to Eight and One - Half percent (8.5%) of gross transaction proceeds to the Company, in cash and Seven percent (7%) of Placement Agent Common Stock Warrants (“PA Warrants”) based on the number of Securities purchased by Investors via their conversion price into Common Stock with a seven year term and cashless exercise provision exercisable at same price per Share as Investors get when they convert. CIM has been contracted for and up approximately $20,000 as a Retainer Fee and Legal Reimbursement for this Capital Raise as well as for its Legal Counsel.

Placement Agent Disclosure continues This compensation to CIM does not in any way affect the number of shares that would be issued to you in the event that you acquired such interest without the solicitation of CIM or any of its Selling Agents. These fees may cause a conflict between your interests and CIM’s. Registered Representatives of CIM and their family members may be or may become investors in this Transaction or any other Company issuance. This may also cause a conflict of interest in your investment. Registered Representatives of CIM and Selling Agents may be engaged to solicit other transactions at higher or lower compensation agreements, which may also be a conflict of interest to your solicitation for this investment. The Firm may also provide you with other comparable investment opportunities that should be considered and discussed with your representative, prior to making any investments. Please review the Customer Relationship Summaries (CRS) of CIM Securities.

Disclosure This Investor Presentation (“Presentation”) contains only preliminary information regarding our Company and should be read in conjunction with the entire Private Placement Offering Memorandum (“Memorandum” and/or Subscription Agreement including all the Risk Factors mentioned therein. An investment in this Offering is highly speculative, an investor could experience an entire loss of principal, and that the investment is illiquid for an indefinite period of time. The Company and our officers and representatives may from time to time make, "forward - looking statements" within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking statements can be identified by words such as: "anticipate”, "intend”, "plan", "goal", "seek", "believe", "project", "estimate", "expect”, "strategy", "future", "likely", "may", "should”, "will" and similar references to future periods. Examples of forward - looking statements include, among others, statements we make regarding: guidance relating to revenues, gross margins, operating income, net income and net income per share; expected operating results, such as revenue growth and earnings; anticipated levels of capital expenditures for the fiscal year; current or future volatility in the credit markets and future market conditions; our belief that we have sufficient liquidity to fund our business operations as planned; expectations of the effect on our financial condition of claims, litigation, contingent liabilities and governmental and regulatory investigations and proceedings; strategy for growth, product development, market position, financial results and reserves; strategy for risk management. Forward - looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward - looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

Disclosure Our actual results and financial condition may differ materially from those indicated in the forward - looking statements. Therefore, you should not rely on any of these forward - looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward - looking statements include, among others, the following: economic and financial conditions, continued volatility in the capital or credit markets; the adequacy of our cash flow and earnings and other conditions; developments and changes in laws and regulations. Investors are strongly encouraged to review all Risk Factors and the entire Private Placement Memorandum (“Memorandum”) and/or Subscription Agreement(s) before investing. Any forward - looking statement made by us in this document is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward - looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. This Presentation is intended for general solicitation under the exemption for Regulation D 506(c) but does not constitute an offer to sell or a solicitation of an offer to buy any securities. The information contained herein has been prepared by Management of the Company to assist interested parties in making their evaluation of the Company and does not purport to contain all of the information that a party may desire. In all cases, interested parties should conduct and rely on their own investigation and analysis of the Company and the data set forth herein.

Disclosure THESE ARE HIGHLY SPECULATIVE AND ILLIQUID SECURITIES, WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE SECURITIES AND INVESTORS MUST ALSO BE WILLING TO HOLD THESE SECURITIES FOR AN INDEFINITE PERIOD OF TIME. An offer of to buy these securities can only be made by obtaining the Company's confidential Memorandum and/or Subscription Agreement(s) interested parties should only rely on the information contained in such Offering Materials. Confidential and Proprietary Information. All information contained herein is the confidential and proprietary information of the Company and as such, cannot be disclosed, reproduced or distributed without the prior written consent of the CEO of the Company or its Placement Agent CIM Securities, LLC.