Miami Breeze Car Care Inc S-1, filed Aug 15, 2022
Miami Breeze Car Care Inc (MIBE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MIAMI BREEZE CAR CARE, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
7542
(Primary Standard Industrial Classification Code Number)
86-2579086
(I.R.S. Employer Identification Number)
848 Brickell Ave, PH 5
Miami, Fl 33131
(786) 743-3017
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Wolfgang Ruecker
CEO
848 Brickell Ave, PH 5
Miami, Fl 33131
(786) 743-3017
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
From time to time after the date this registration statement becomes effective
(Approximate date of commencement of proposed sale to the public)
Copies of communications to:
Franklin Ogele, Esq.
Franklin Ogele, P.A.
One Gateway Center, 26th Fl
Newark, New Jersey 07102
(973) 277-4239
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act
| Large accelerated filer ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer ☐ | Smaller reporting company | ☒ | |
| (Do not check if a smaller reporting company) | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
| Title of Class of Securities to be Registered | Amount to
be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Amount | Amount of Registration Fee | ||||||||||||
| Common Stock, $0.0001 par value per share | 5,471,166 | $ | 3.00 | $ | 16,413,498 | $ | 1,521.53 | |||||||||
(1) Consists of up to 5,471,966 shares of common stock to be sold by the Selling Shareholders. The registration statement shall also cover any additional shares of the registrant’s common stock that shall become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effectuated without the receipt of consideration that results in an increase in the number of the outstanding shares of the registrant’s common stock.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated August 15, 2022.
PRELIMINARY PROSPECTUS
MIAMI BREEZE CAR CARE, INC.
848 Brickell Ave, PH 5
Miami, Fl 33131
786 743 3017
5,471,966 SHARES OF COMMON STOCK
This prospectus relates to the offer and resale of up to 5,471,966 shares of our common stock, par value $3.00 per share, (the “Shares”) by the Selling Shareholders (the “Selling Security Holders”) pursuant to a Private Placement Subscription Agreement dated April 28, 2022. The 5,471,966 shares of common stock registered for resale by the Selling Shareholders would represent approximately 16% of our issued and outstanding shares of common stock as of August 15, 2022. The Selling Shareholders may sell all or a portion of the Shares at fixed prices, at prevailing market prices at the time of sale, at varying prices, or at negotiated prices.
The Seller Shareholders is an underwriter within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the resale of the Shares.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THIS ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 5 HEREOF BEFORE BUYING ANY SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 15, 2022.
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You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, this prospectus will be updated to the extent required by law.
For investors outside the United States: we have not, and the Selling Stockholders have not, taken any action to permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offer and sale of the shares of Common Stock and the distribution of this prospectus outside the United States.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC the Registration Statement under the Securities Act to register with the SEC the Shares being offered in this prospectus. This prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement or the exhibits and schedules filed with it. For further information about us and the Shares, reference is made to the registration statement and the exhibits and schedules filed with it. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the Registration Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Registration Statement. We file annual, quarterly and current reports, proxy and registration statements and other information with the SEC. You may read and copy any reports, statements or other information that we file, including the registration statement, of which this prospectus forms a part, and the exhibits and schedules filed with it, without charge at the Public Reference Room maintained by the SEC, located at 100 F Street NE, Washington D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the Public Reference Room, including information about the operation of the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the site is www.sec.gov.
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The following summary highlights material information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements, and the notes to the financial statements. You should also review the other available information referred to in the section entitled “Where You Can Find More Information” in this prospectus and any amendment or supplement hereto. Throughout this prospectus, the terms, the “Company,” “MIAMI BREEZE CAR CARE, INC.,” “we,” “us,” “our “and” our company” refer MIAMI BREEZE CAR CARE, a Florida corporation.
Company Overview
We were incorporated on February 25, 2021 in the State of Florida. As our name suggests, we are in the car care business. Our history dates back to 2018 when Wolfgang Ruecker, our Founder and CEO and car enthusiast, was confronted with a challenge: how do you keep a car with the scent it had as brand-new right off the new car lot. The challenge led to years of collaboration with chemical engineers and mixers/perfumers resulting in what we believe delivers the perfect sensory experience for a luxury car: the Miami Breeze Car Care Products. We expect to be approved to sell our products on Amazon.com.
Industry/Market Overview.
Car care products are high performance chemicals used to improve shine, gloss, and durability of vehicles. These chemicals also protect and retain the visual appeal of vehicles. There are different types of automotive appearance chemicals available in the market which includes wheel care, tire shine, interior-exterior care, glass cleaner, paint cleaning and protection, paint restoration and many more.
In 2019, Europe is the largest consumer as well as the steady growing regional market for car care products and held 31.86% share in the global market, followed by North America with the market share of 30.83%. Market concentration is believed to be low; among the players are Shell, ExxonMobil, BP, Chevron, and Total. In 2019, the global car care market size was estimated at $97.7 billion; by end of 2026, the market size is projected at $130 billion. Car Care Products market is segmented by region, by country, company, type, application and by sales channels. Players, stakeholders, and other participants in the global Car Care Products market will be able to gain the upper hand as they use the report as a powerful resource. The industry is segmented by product type: Cleaning Products, Repair Products, Protection Products, Car Cleaning Accessories, Motor Oil, Technical Care Product, Antifreeze, and Ice Scrappers1. We are focused on Protection Products, Car Cleaning Accessories.
The Company is in the development stage and has generated minimal revenue.
The Selling Shareholders Subscription Agreement and Registration Rights Agreement
This prospectus includes the resale of up to 5,471,966 shares of our common stock by the Selling Shareholders who obtained their common stock pursuant to a certain Private Placement Subscription Agreement between the Company and the Selling Shareholders beginning May 12, 2021 through May 24, 2022.
SUMMARY FINANCIAL INFORMATION
The following tables summarize our financial data for the periods presented and should be read together with the sections of this prospectus entitled “Risk Factors,” “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our financial statements and related notes appearing elsewhere in this prospectus. We derived the summary financial information for the period ended March 31, 2022 and from our audited financial statements and related notes for the period from February 25, 2021 (Inception) to December 31, 2021 appearing elsewhere in this prospectus. Our historical results are not necessarily indicative of the results we expect in the future.
1 https://www.360marketupdates.com/global-car-care-products-market-15935157
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As shown in the financial statements accompanying this prospectus, MIAMI BREEZE CAR CARE, INC . has had no or minimal revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from our accountants, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.
| As of March 31, 2022 | As of December 31, 2021 | |||||||
| Balance Sheet: | ||||||||
| Total Assets | $ | 1,955,253 | $ | 2,288,779 | ||||
| Total Liabilities | $ | 73,185 | $ | 17,081 | ||||
| Stockholders’ Equity | $ | 1,882,068 | $ | 2,271,698 | ||||
| For the Three Months Ended March 31, 2022 | For the Period from February 25, 2021 (Inception) to March 31, 2021 | For the Period from February 25, 2021 (Inception) to December 31, 2021 | ||||||||||
| Statements of Operations: | ||||||||||||
| Revenues | $ | 2,928 | $ | - | $ | - | ||||||
| Operating Expenses | $ | 392,527 | $ | 8,000 | $ | 980,956 | ||||||
| Net Loss | $ | (389,630 | ) | $ | (8,000 | ) | $ | (980,917 | ) | |||
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| Securities being offered by the Selling Security Holder | Up to 5,471,966 shares of Common Stock. Our Common Stock is described in further detail in the section of this prospectus titled “DESCRIPTION OF SECURITIES – Common Stock.” | |
| Common Stock Outstanding Before the Offering | 1,000,000 Series A Preferred Stock, $0.0001 par value authorized with 1,000,000 Series A Preferred shares issued and outstanding, and 500,000,000 Common Stock , $0.0001 par value authorized with 33,471,966 shares issued and outstanding as of July 31, 2022. | |
Common and Preferred Stock Outstanding After the Offering |
|
1,000,000 Series A Preferred Stock, $0.0001 par value and 33,471,966 Common Stock, $0.0001 issued and outstanding assuming the sale of all of the shares being registered in this Registration Statement. |
| Offering Price per Share | The Selling Security Holder may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices. | |
| Use of Proceeds | We will not receive any proceeds from the sale of the share of our Common Stock by the Selling Security Holder. We will pay for expenses of this offering, except that the Selling Stockholder will pay any broker discounts or commissions or equivalent expenses applicable to the sale of its shares.
| |
| OTC Markets Symbol | We do not have OTC Market Symbol but intends to apply for “MBRZ” as trading symbol.
| |
| Risk Factors | An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under the “Risk Factors” section herein and the other information contained in this prospectus before making an investment decision regarding our Common Stock. |
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An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our Common Stock are not publicly traded. In the event that shares of our Common Stock become publicly traded, the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. In the event our Common Stock fails to become publicly traded you may lose all or part of your investment.
RISKS RELATED TO OUR BUSINESS
We have incurred losses since our inception, have yet to achieve profitable operations and anticipate that we will continue to incur losses for the foreseeable future.
Since inception on February 25, 2021 through fiscal year ended December 31, 2021, we incurred a net loss of $980,917 and on December 31, 2021, we had an accumulated deficit of $980,917. For the three months ended March 31, 2022, we had a net loss of $389,630 and on March 31, 2022, we had an accumulated deficit of $1,370,547. We have generated minimal revenues to date. There is no assurance we will be able to generate enough revenues for the sale of our car care products business to successfully achieve positive cash flow or that our car care products business will be successful. If we achieve profitability, we may be unable to sustain or increase profits on a quarterly or annual basis.
We believe that long-term profitability and growth will depend on our ability to:
| ● | Our market acceptability |
| ● | Brand loyalty |
| ● | Our ability to deepen market penetration |
| ● | Expansion of operations and marketing / sales personnel |
Inability to successfully execute on any of the above, among other factors, could have a material adverse effect on our business, financial results, or operations.
We do not have sufficient cash on hand.
As of March 31, 2022, we had $583,710 cash on hand. These cash resources are not sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and sales, we will be unable to continue our operations. We estimate that within the next 12 months we will need $740,000 to continue operations. See “Estimated Expenses for the Next Twelve Months.” While we intend to engage in several equity or debt financings, there is no assurance that these will actually occur. Nor can we assure our shareholders that we will not be required to obtain additional financing on terms that are dilutive of their interests. You should recognize that if we are unable to generate sufficient revenues or obtain debt or equity financing, we will not be able to earn profits and may not be able to continue operations.
We may not be able to continue our business as a going concern.
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has accumulated a deficit of $1,370,547 and $980,917 as of March 31, 2022 and December 31, 2021, respectively, and has minimal revenues to date.
In light of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. If these adjustments were required to be made, the value of our assets and your shares would be reduced. Management plans to raise additional capital through the sale of stock to pursue business development activities.
Our business may suffer if we are unable to attract or retain talented personnel.
Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity, and good faith of our management, as well as other personnel. We have a small management team, and the loss of a key individual or our inability to attract suitably qualified replacements or additional staff could adversely affect our business. Our success also depends on the ability of management to form and maintain key commercial relationships within the marketplace. No assurance can be given that key personnel will continue their association or employment with us or that replacement personnel with comparable skills will be found. If we are unable to attract and retain key personnel and additional employees, our business may be adversely affected.
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RISKS RELATED TO OUR COMMON STOCK
We may need additional capital that will dilute the ownership interest of investors.
We may require additional capital to fund our future business operations. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences, or privileges senior to those of the rights of holders of our Common Stock, who may experience dilution of their ownership interest of our Common Stock. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional Common Stock by our board of directors may have the effect of further diluting the proportionate equity interest and voting power of holders of our Common Stock.
Our officers and directors collectively own a substantial portion of our outstanding common stock and own 100% of our outstanding Series A preferred stock, and as long as they do, they are able to control the outcome of stockholder voting.
Our officers and directors are collectively the beneficial owners of approximately 30% of the outstanding shares of our common stock and own 100% of our outstanding Series A preferred stock as of the date of this prospectus. Series A Convertible Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meeting of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company. Accordingly, our officers and directors, individually and as a group, may be able to control us and direct our affairs and business, including any determination with respect to a change in control, future issuances of common stock or other securities, declaration of dividends on the common stock and the election of directors.
We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted.
Our Amended Articles of Incorporation authorizes the Board of Directors to issue up to 500,000,000 shares of common stock and up to 1,000,000 shares of preferred stock; all of which are designed as Series A preferred stock. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval. Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment.
Our shares qualify as a penny stock. As such, we are subject to the risks associated with “penny stocks”. Regulations relating to “penny stocks” limit the ability of our stockholders to sell their shares and, as a result, our stockholders may have to hold their shares indefinitely.
Our common stock is deemed to be “penny stock” as that term is defined in Regulation Section 240.3a51-1 of the Securities and Exchange Commission. Penny stocks are stocks: (a) with a price of less than $5.00 per share; (b) that are not traded on a “recognized” national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the United States Securities Exchange Act of 1934 and Regulation 240.15g(c)2 of the Securities and Exchange Commission require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our Common Stock are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be “penny stock”.
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Moreover, Regulation 240.15g-9 of the Securities and Exchange Commission requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker dealer to: (a) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (b) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (c) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (d) receive a signed and dated copy of such statement from the investor confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our common stock to resell their shares to third parties or to otherwise dispose of them. Holders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for penny stocks suffers from patterns of fraud and abuse. Such patterns include:
| i. | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer. |
| ii. | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases. |
| iii. | boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons. |
| iv. | excessive and undisclosed bid-ask differential and mark-ups by selling broker-dealers; and |
| v. | 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.
RISKS RELATED TO THE OFFERING
Our future stockholders will experience significant dilution as a result of future issuance of common stock
Our Amended Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock; up to 1,000,000 shares of preferred stock all of which are designated a Series A preferred stock. Currently, certain of our Selling Shareholders own on the aggregate 1,000,000 Preferred Series A Stock and 33,471,966 shares of our Common Stock. Consequently, we have the ability to issue 466,879,854 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders.
We are registering an aggregate of 5,471,966 shares of common stock issued to certain the Selling Shareholders pursuant to a Regulation D Private Placement Memorandum.
Unless an active trading market develops for our securities, investors may not be able to sell their shares.
We are not a reporting company, and our common shares are not quoted on the OTC Markets; we expect to make an application for trading on the OTC Markets under the symbol “MBRZ.” There is however no guarantee that we would be successful in having our common stock listed on the OTC Markets so as to develop an active trading market and even if it does develop, may not be maintained. Failure to develop or maintain an active trading market will have a generally negative effect on the price of our common stock, and you may be unable to sell your common stock, or any attempted sale of such common stock may have the effect of lowering the market price and therefore your investment could be a partial or complete loss.
Since our common stock will likely be thinly traded, it will be more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.
Since our common stock will be thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to):
| ● | the trading volume of our shares. |
| ● | the number of securities analysts, market-makers and brokers following our common stock. |
| ● | new products or services introduced or announced by us or our competitors. |
| ● | actual or anticipated variations in quarterly operating results. |
| ● | conditions or trends in our business industries. |
| ● | announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. |
| ● | additions or departures of key personnel. |
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| ● | sales of our common stock and |
| ● | general stock market price and volume fluctuations of publicly traded, and particularly microcap, companies. |
Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are not currently traded on the OTC Markets and, further, will be subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers, and option traders.
The offering price of the Shares being offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.
Currently, there is no public market for our Shares. The offering price for the Shares being registered in this offering has been arbitrarily determined by us and is not based on assets, operations, book, or other established criteria of value. Thus, investors should be aware that the offering price does not reflect the market price or value of our common shares.
We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.
Our Amended Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock; up to 1,000,000 shares of preferred stock all of which are designated a Series A preferred stock. Currently, the Selling Shareholders own on the aggregate 1,000,000 Preferred Series A Stock and 33,471,966 Common Stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.
We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.
We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.
If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this Prospectus may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.
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We will not receive the proceeds from the sale of the securities offered herein by the Selling Shareholders; the proceeds will be received by the Selling Shareholders.
We have never declared or paid any cash dividend on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, operating results, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution shows the difference between the price at the time of the offering and the net tangible book value per share immediately after completion of this offering.
Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
As of December 31, 2021, the net tangible book value of our shares was $2,271,698 or approximately $0.069 per share, based upon 33,120,466 shares outstanding. As of March 31, 2022, the net tangible book value of our shares was $1,882,068 or approximately $0.057 per share, based upon 33,120,466 shares outstanding.
The following table illustrates the dilution effect of our issuance of 5,000,000 shares of common stock at $5.00 per share in the future on the 33,471,966 [which includes the 5,471,966 shares of common stock offered herein by the Selling Shareholders] on our future stockholders:
| 25% | 50% | 75% | 100% | |||||||||||||
| Price Per Share | $ | 5.00 | $ | 5.00 | $ | 5.00 | $ | 5.00 | ||||||||
| Shares Issued | 1,250,000 | 2,500,000 | 3,750,000 | 5,000,000 | ||||||||||||
| Gross Proceeds | $ | 6,250,000 | $ | 12,500,000 | $ | 18,250,000 | $ | 25,000,000 | ||||||||
| Offering Expenses | $ | 100,000 | $ | 100,000 | $ | 100,000 | $ | 100,000 | ||||||||
| Underwriting Discounts/Brokerage Commission | 625,000 | 1,250,000 | 1,825,000 | 2,500,000 | ||||||||||||
| Total Offering Expenses and Underwriting Discounts/Brokerage Commission | $ | 725,000 | $ | 1,350,000 | $ | 1,925,000 | $ | 2,600,000 | ||||||||
| Net Proceeds | $ | 5,525,000 | $ | 11,150,000 | $ | 16,325,000 | $ | 22,400,000 | ||||||||
| Net Tangible Book Value – Pre-Financing on March 31, 2022 | $ | 1,882,068 | $ | 1,882,068 | $ | 1,882,068 | $ | 1,882,068 | ||||||||
| Net Tangible Book Value - Post Financing on March 31, 2022 | $ | 7,407,068 | $ | 13,032,068 | $ | 18,207,068 | $ | 24,282,068 | ||||||||
| Shares Issued and Outstanding Pre-Financing on March 31, 2022 | 33,120,466 | 33,120,466 | 33,120,466 | 33,120,466 | ||||||||||||
| Shares Issued and Outstanding Post-Financing on March 31, 2022 | 34,370,466 | 35,620,466 | 36,870,466 | 38,120,466 | ||||||||||||
| Net Tangible Book Value Per Share – Pre-Financing | $ | 0.057 | $ | 0.057 | $ | 0.057 | $ | 0.057 | ||||||||
| Net Tangible Book Value Per Share – Post-Financing | $ | 0.22 | $ | 0.37 | $ | 0.49 | $ | 0.64 | ||||||||
| Net Dilution Decrease Per Share Absorbed By new investors | $ | (4.78 | ) | $ | (4.63 | ) | $ | (4.51 | ) | $ | (4.36 | ) | ||||
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| ● | If we were to sell only 1,250,000 shares @ $5.00 per share of our stock in the future, a buyer of one (1) share will suffer $4.78 in dilution loss. |
| ● | If we were to sell only 2,500,000 shares @ $5.00 per share of our stock in the future, a buyer of one (1) share will suffer $4.33 in dilution loss. |
| ● | If we were to sell only 3,750,000 shares @ $5.00 per share of our stock in the future, a buyer of one (1) share will suffer $4.51 in dilution loss. |
| ● | If we were to sell only 5,000,000 shares @ $5.00 per share of our stock in the future, a buyer of one (1) share will suffer $4.36 in dilution loss. |
SUMMARY OF SHAREHOLDING AND SELLING SHAREHOLDERS
Except as indicated below, neither the Selling Security Holder nor any of its associates or affiliates has held any position, office, or other material relationship with us in the past three years.
The following table sets forth the name of the Selling Security Holder, the number of shares of common stock beneficially owned by the Selling Security Holder as of the date hereof and the number of share of common stock being offered by the Selling Security Holder. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Security Holder may offer all or part of the shares for resale from time to time. However, the Selling Security Holder is under no obligation to sell all or any portion of such shares nor is the Selling Security Holder obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the Selling Security Holder. The column entitled “Amount Beneficially Owned After the Offering” assumes the sale of all shares offered.
| Name and Address of Beneficial Owner | Shares owned Before the Offering | Total Number of Shares offered for Registration by Selling Shareholder | Total Shares Owned After the Offering | Percentage of Shares Owned After Completion of Offering | ||||||||||||
| GH Bill Inc. (1) | ||||||||||||||||
| 17 SE 24th Ave | ||||||||||||||||
| Pompano Beach FL 33062 | 10,000,000 | 2,000,000 | 8,000,000 | 28 | % | |||||||||||
| Firaz Ruecker (2) | ||||||||||||||||
| 17SE 24th Ave | ||||||||||||||||
| Pompano Beach FL 33062 | 10,000,000 | 0 | 10,000,000 | 36 | % | |||||||||||
| Lance Ruecker (3) | ||||||||||||||||
| 17SE 24th Ave | ||||||||||||||||
| Pompano Beach FL 33062 | 10,000,000 | 0 | 10,000,000 | 36 | % | |||||||||||
| RN Consulting GMBH | ||||||||||||||||
| Baarerstrasse 57 | ||||||||||||||||
| Zug 6302 | ||||||||||||||||
| Switzerland | 2,000,000 | 2,000,000 | 0 | 0 | % | |||||||||||
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| Werner J. Braun Stiftung | ||||||||||||||||
| Austrasse 49 | ||||||||||||||||
| Vaduz 9490 | ||||||||||||||||
| Liechtenstein | 400,000 | 400,000 | 0 | 0 | % | |||||||||||
| Braun Vermoegensverwaltung GmbH | ||||||||||||||||
| Moenchstrasse 11 | ||||||||||||||||
| Stuttgart 70191 | ||||||||||||||||
| Germany | 300,000 | 300,000 | 0 | 0 | % | |||||||||||
| Werner Braun | ||||||||||||||||
| Moenchstrasse 11 | ||||||||||||||||
| Stuttgart 70191 | ||||||||||||||||
| Germany | 300,000 | 300,000 | 0 | 0 | % | |||||||||||
| Patrick Scotoni | ||||||||||||||||
| Laubstenstrasse 45 | ||||||||||||||||
| Staefa 8712 | ||||||||||||||||
| Switzerland | 200,000 | 200,000 | 0 | 0 | % | |||||||||||
| Rafael Scotoni | ||||||||||||||||
| Buechwisstrasse 7 | ||||||||||||||||
| Benglen 8121 | ||||||||||||||||
| Switzerland | 100,000 | 100,000 | 0 | 0 | % | |||||||||||
| Franklin Ogele | ||||||||||||||||
| One Gateway Center 26th F1 | ||||||||||||||||
| Newark NJ 07102 | 37,500 | 37,500 | 0 | 0 | % | |||||||||||
| William P Bollander | ||||||||||||||||
| 615 18th Ave N | ||||||||||||||||
| Lake Worth FL 33460-6661 | 33,333 | 33,000 | 0 | 0 | % | |||||||||||
| DDCM Future Capital LLC | ||||||||||||||||
| 615 18th Ave N | ||||||||||||||||
| Lake Worth Fl 33460 | 30,000 | 30,000 | 0 | 0 | % | |||||||||||
| Christoph Locher | ||||||||||||||||
| Lauridstrasse 9 | ||||||||||||||||
| Zug 6300 | ||||||||||||||||
| Switzerland | 20,000 | 20,000 | 0 | 0 | % | |||||||||||
| Tysadco Partners | ||||||||||||||||
| 210 West 77th Street #7W | ||||||||||||||||
| New York NY 10024 | 16,667 | 17,000 | 0 | 0 | % |
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| Gottfried Kiefer | ||||||||||||||||
| Pilatusweg 19 | ||||||||||||||||
| Ottenbach 8913 | ||||||||||||||||
| Switzerland | 10,000 | 10,000 | 0 | 0 | % | |||||||||||
| Dita Eyewear | ||||||||||||||||
| 1 Columbia, Suite 130 | ||||||||||||||||
| Aliso Viejo CA 92656 | 10,000 | 10,000 | 0 | 0 | % | |||||||||||
| William Eilers | ||||||||||||||||
| 74 Saint Dunstans 41 | ||||||||||||||||
| Luzern 6003 | ||||||||||||||||
| Switzerland | 7,500 | 7,500 | 0 | 0 | % | |||||||||||
| Ivan Talevi | ||||||||||||||||
| Sinserstrasse 59 | ||||||||||||||||
| 6330 Cham | ||||||||||||||||
| Switzerland | 2,000 | 2,000 | 0 | 0 | % | |||||||||||
| Daniel Ebneter | ||||||||||||||||
| Berglistrasse 41 | ||||||||||||||||
| Luzern 6003 | ||||||||||||||||
| Switzerland | 1,800 | 1,800 | 0 | 0 | % | |||||||||||
| Rodney Hsu | ||||||||||||||||
| 4657 Brentlawn Dr. | ||||||||||||||||
| Burnaby BC V5C 3V3 | 833 | 833 | 0 | 0 | % | |||||||||||
| Raymond Serion | ||||||||||||||||
| 8033 Osler St | ||||||||||||||||
| Vancouver BC V6P 4E3 | ||||||||||||||||
| Canada | 833 | 833 | 0 | 0 | % | |||||||||||
| Farshad Abbaszadeh | ||||||||||||||||
| Arosastrasse 70 | ||||||||||||||||
| Maladers 7026 | ||||||||||||||||
| Switzerland | 100 | 100 | 0 | 0 | % | |||||||||||
| Christoph Bosch | ||||||||||||||||
| Rieslingweg 3 | ||||||||||||||||
| Erligheim 74391 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % |
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| Franchise Investment AG | ||||||||||||||||
| Lindenstrasse 8 | ||||||||||||||||
| Barr 6340 | ||||||||||||||||
| Switzerland | 100 | 100 | 0 | 0 | % | |||||||||||
| Dirk Richter | ||||||||||||||||
| 42 Arch. Makariou Ave, Flat 701 | ||||||||||||||||
| Larnaca 6017 | ||||||||||||||||
| Cyprus | 100 | 100 | 0 | 0 | % | |||||||||||
| Marc Oliver Richter | ||||||||||||||||
| Forchwaldstrasse 98 | ||||||||||||||||
| Walchwil 6318 | ||||||||||||||||
| Switzerland | 100 | 100 | 0 | 0 | % | |||||||||||
| Thomas Richter | ||||||||||||||||
| Radberger Landstrasse 24 | ||||||||||||||||
| Radeberg 01454 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % | |||||||||||
| Hanna Valeisha | ||||||||||||||||
| 42 Arch. Makariou Ave, Flat 701 | ||||||||||||||||
| Larnaca 6017 | ||||||||||||||||
| Cyprus | 100 | 100 | 0 | 0 | % | |||||||||||
| Brian F. Califano | ||||||||||||||||
| 34 Doral Lane | ||||||||||||||||
| Bay Shore Ny 11706 | 100 | 100 | 0 | 0 | % | |||||||||||
| Ioannis Papapetrou | ||||||||||||||||
| Profiti Elia 13, Res 3 | ||||||||||||||||
| Monte Saviano Complex Livadia | ||||||||||||||||
| Larnaca 7060 | ||||||||||||||||
| Cyprus | 100 | 100 | 0 | 0 | % | |||||||||||
| Thelma Papapetrou | ||||||||||||||||
| Profiti Elia 13, Res 3 | ||||||||||||||||
| Monte Saviano Complex Livadia | ||||||||||||||||
| Larnaca 7060 | 100 | 100 | 0 | 0 | % | |||||||||||
| Cyprus | ||||||||||||||||
| Yvonne Dittrich | ||||||||||||||||
| Landstrasse 24 | ||||||||||||||||
| Radeberg 01454 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % |
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| Martina Ines Richter | ||||||||||||||||
| Langobardenstr. 102a | ||||||||||||||||
| Dresden 01239 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % | |||||||||||
| Friedemann Kuechenmeister | ||||||||||||||||
| Lipsiusstrasse 1 | ||||||||||||||||
| Dresden 01309 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % | |||||||||||
| Philipp Kuechenmeister | ||||||||||||||||
| Holbeinstr. 32 | ||||||||||||||||
| Dresden 01307 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % | |||||||||||
| Karin Richter | ||||||||||||||||
| Kieler Strasse 41 | ||||||||||||||||
| Dresden 01109 | ||||||||||||||||
| Germany | 100 | 100 | 0 | 0 | % | |||||||||||
| 33,471,966 | 5,471,966 | 28,000,000 | 100 | % |
| (1) | Wolfgang Ruecker, our CEO and Sole Director is also the CEO of GH Bill, Inc. |
| (2) | Firaz Ruecker is the wife of Wolfgang Ruecker |
| (3) | Lance Ruecker is the son of Wolfgang Ruecker |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Company Overview
We were incorporated on February 25, 2021 in the State of Florida. As our name suggests, we are in the car care business. Our history dates back to 2018 when Wolfgang Ruecker, our Founder and CEO and car enthusiast, was confronted with a challenge: how do you keep with the scent it had a brand-new right off the new car lot. The challenge led to years of collaboration with chemical engineers and mixers/perfumers resulting in what we believe delivers the perfect sensory experience for a luxury car: the Miami Breeze Car Care Products. We expect to be approved to sell our products on Amazon.com.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act. Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the end of the prior June 30th, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30th.
Industry/Market Overview.
Car care products are high performance chemicals used to improve shine, gloss, and durability of vehicles. These chemicals also protect and retain the visual appeal of vehicles. There are different types of automotive appearance chemicals available in the market which includes wheel care, tire shine, interior-exterior care, glass cleaner, paint cleaning and protection, paint restoration and many more.
In 2019, Europe is the largest consumer as well as the steady growing regional market for car care products and held 31.86% share in the global market, followed by North America with the market share of 30.83%. Market concentration is believed to be low; among the players are Shell, ExxonMobil, BP, Chevron, and Total. In 2019, the global car care market size was estimated at $97.730 billion; by end of 2026, the market size is projected at $130.030 billion. Car Care Products market is segmented by region, by country, company, type, application and by sales channels. Players, stakeholders, and other participants in the global Car Care Products market will be able to gain the upper hand as they use the report as a powerful resource. The industry is segmented by product type: Cleaning Products, Repair Products, Protection Products, Car Cleaning Accessories, Motor Oil, Technical Care Product, Antifreeze, and Ice Scrappers2. We are focused on Protection Products, Car Cleaning Accessories.
Crucial Market Insights in Car Care / Cleaning Segment/Leather Cleaner and Conditioning/ All Purpose Ultimate Interior Cleaner Products
| ● | More than 2 billion cars are cleaned in North America and nearly1 billion in Europe each year |
| ● | Demand for automotive care products is rapidly growing in Asia |
| ● | The global automotive care product market is projected to grow from $11.8 billion in 2019 to $16.1 billion by 2027 at a CAGR of 4% |
| ● | The ‘ride sharing” sector is growing rapidly: Lyft has 2 million drivers across the United States and Canada; Uber has 1 million drivers in the United States alone. |
| ● | Other ride share, auto hailing companies such as Zoom Car, Turo are coming onstream3. |
2 https://www.360marketupdates.com/global-car-care-products-market-15935157
3 https://www.marketsandmarkets.com/Market-Reports/car-care-product-market-77542384.html)
15
Our cash balance is $583,710 as of March 31, 2022. We believe our cash balance is not sufficient to fund our operations for any period of time. Being a start-up company, we have very limited operating history we do not currently have any arrangements for additional financing. Our principal executive offices are located at 848 Brickell Avenue, PH 5, Miami, FL 33131. Our phone number is (786) 743-3017.
We are a start-up company and generated no revenue to date. Our full business plan entails activities described in the Plan of Operation section below. If we do not generate sufficient revenue, we may need a minimum of $10,000.00 of additional funding at the end of the twelve months period described in our “Plan of Operation” below to maintain a reporting status alone.
Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no significant revenues are anticipated until we complete our initial business development. There is no assurance we will ever reach that stage. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash or cease operations entirely.
Overview
We are in the car care accessories business, focusing on protection products/car cleaning accessories. We were founded in 2021 as a Florida corporation. Our history dates back to 2018 when Wolfgang Ruecker, our Founder and CEO and car enthusiast, was confronted with a challenge: how do you keep a car with the scent it had as a brand-new right off the new car lot. The challenge led to years of collaboration with chemical engineers and mixers/perfumers resulting in what we believe delivers the perfect sensory experience for a luxury car: the Miami Breeze Car Care Products. We expect to be approved to sell our products on Amazon.com.
Market Conditions
Car care products are high performance chemicals used to improve shine, gloss, and durability of vehicles. These chemicals also protect and retain the visual appeal of vehicles. There are different types of automotive appearance chemicals available in the market which includes wheel care, tire shine, interior-exterior care, glass cleaner, paint cleaning and protection, paint restoration and many more.
In 2019, Europe is the largest consumer as well as the steady growing regional market for car care products and held 31.86% share in the global market, followed by North America with the market share of 30.83%. Market concentration is believed to be low; among the players are Shell, ExxonMobil, BP, Chevron, and Total. In 2019, the global car care market size was estimated at $97.730 billion; by end of 2026, the market size is projected at $130.030 billion. Car Care Products market is segmented by region, by country, company, type, application and by sales channels. Players, stakeholders, and other participants in the global Car Care Products market will be able to gain the upper hand as they use the report as a powerful resource. The industry is segmented by product type: Cleaning Products, Repair Products, Protection Products, Car Cleaning Accessories, Motor Oil, Technical Care Product, Antifreeze, and Ice Scrappers4. We are focused on Protection Products, Car Cleaning Accessories.
Our Properties
Our principal offices are located at our principal office is located at 848 Brickell Avenue, PH 5, Miami, FL 33131. We do not currently lease or own any other real property.
We have limited operating history having been incorporated only in February 2021. Since our incorporation, our management has focused on developing the plans for launching our car care/car cleaning products. We also been focusing on hiring counsel and independent certified public accountants for the preparation of this Registration Statement. Substantial efforts will be required to commence mass production of our products and dealing with accounting and compliance matters required of public companies.
For the period from February 25, 2021 (inception) to December 31, 2021, we had no revenues. For the three months ended March 31, 2022, we had revenues of $2,928.
For the period from February 25, 2021 (inception) to December 31, 2021, operating expenses amounted to $980,956, which primarily consisted of professional fees of $692,167 and professional fees – related party of $211,475.
For the three months ended March 31, 2022, operating expenses amounted to $392,527, which primarily consisted of professional fees of $259,000 and professional fees – related party of $75,250.
For the period from February 25, 2021 (inception) to December 31, 2021, we incurred a net loss of $980,917.
For the three months ended March 31,2022, we incurred a net loss of $389,630.
4 https://www.360marketupdates.com/global-car-care-products-market-15935157
16
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Limited Operating History: Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are in the start-up stage of operations and have generated minimal revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder. We will need an estimated $10,000.00 to maintain our SEC registration.
LIQUIDITY AND CAPITAL RESOURCES
During the period from February 25, 2021 (inception) to December 31, 2021, we received bash proceeds from the sale of our common stock of $1,132,615 and we used cash used in operations of $462,468. During the three months ended March 31, 2022, we used cash in operations of $86,437.
As of March 31, 2022 our cash balance is $583,710; our assets balance is $1,955,253; our liabilities are$73,185, and for the three months ended March 31, 2022, our net loss is $389,630. The available capital reserves of the Company are not sufficient for the Company to remain operational. We require minimum funding of approximately $740,000 to execute our proposed operations and pay all expenses for a minimum period of one year including expenses associated with this offering and maintaining a reporting status with the SEC.
ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTHS
The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.
| ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTHS | ||||
| SEC Reporting, Legal, Accounting, Audit and Compliance | $ | 120,000 | ||
| Working Capital / Overhead | 120,000 | |||
| Marketing and Advertising | 500,000 | |||
| Total | $ | 740,000 | ||
The above figures represent only estimated costs. The estimated cost of this registration statement is $50,000 which will be paid by us.
To proceed with our operations within 12 months, we need a minimum of $10,000 to meet our SEC registration filings, alone. In the long term we may need additional financing. We do not currently have any arrangements for additional financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms, or conditions of additional financing available to us. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by the Selling Shareholders. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting.
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The Company will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. The Company’s management will have to spend additional time on policies and procedures to make sure it is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act of 2002. This additional corporate governance time required of management could limit the amount of time management has to implement is business plan and impede the speed of its operations.
We are in the car care accessories business, focusing on protection products/car cleaning accessories. We were founded in 2021 as a Florida corporation. Our history dates back to 2018 when Wolfgang Ruecker, our Founder and CEO and car enthusiast, was confronted with a challenge: how do you keep a car with the scent it had a brand-new right off the new car lot. The challenge led to years of collaboration with chemical engineers and mixers/perfumers resulting in what we believe delivers the perfect sensory experience for a luxury car: the Miami Breeze Car Care Products. We expect to be approved to sell our products on Amazon.com.
Our Revenue Sources
Our revenues will come from sales of our car care/cleaning products to consumers we will target through our marketing/sales/promotional campaign described below.
Critical Revenue Factors:
| ● | Overall Economic Condition |
| ● | Customer Credit Risks |
Overall economic condition will be key to our success. We expect consumers to spend less on car care/cleaning products during recession. We intend to sell to “Big Box” wholesalers. In that endeavor, our revenues will also be exposed to Counterparty and Customer Credit Risks in the event of nonperformance by a counterparty to that contract. However, we intend to will evaluate the credit standing of such counterparties as we may deem appropriate at the time, we enter into such a contract. This evaluation may include reviewing a counterparty’s credit rating and latest financial information. Our principal exposure to credit risk will be through receivables resulting from sale of our car care/cleaning products. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results. Finally, although we currently do not have any outstanding credit facility or debt securities and are not directly subjected to interest rate risk, we may in the future incur indebtedness. At such time, we will become subject to interest rate risk.
| ● | We are passionate about bringing our unique, luxury new car scent technology to the automotive car market |
| ● | Our products are the result of an exhaustive 18-month R&D program at our laboratory in Germany |
| ● | We have genuine environmental credentials: our products are fully organic |
| ● | Our products work: Consumer and professional auto detailers feedback in the United States, Canada, Europe, and India has been encouraging |
| ● | Miami Breeze is more than a product: we are marketing our product as a premium life-style accessory |
| ● | Our planned robust marketing/distribution model is designed to promote easy accessibility of our products to consumers. |
Marketing/Sales/Promotion
Target
| ● | Pre-owned car dealers |
| ● | Luxury car owners |
| ● | Digital savvy millennials |
| ● | Automotive dealers and car wash outfits |
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| ● | Rental car/Ride share operators: Uber, Lyft, Zoom car, Turo, etc. |
| ● | Online Influencers |
| ● | Car enthusiasts |
| ● | Caravan and camping enthusiasts |
Distribution Channel
| ● | Direct to consumer (D2C) model |
| ● | Amazon placements |
We believe our distribution channel will bring about:
| ● | Instant reach to billions of potential consumers |
| ● | Streamlined and cost-effective operations and logistics service via Amazon’s storage and fulfillment centers |
| ● | Reduced cost of operating traditional brick and mortar reseller network |
| ● | Expansion into more sales territories. |
Marketing
Objectives
| ● | Set product as the benchmark for luxury new car scent |
| ● | A must have for new car scent lovers |
| ● | Convert everyday customers into a loyal fanbase family |
Key Selling Points
| ● | Easy/everyday application |
| ● | Unique new car scent |
| ● | Fully organic formulation |
Promotion
| ● | Amazon ads |
| ● | Instagram ads |
| ● | Influence marketing campaigns |
| ● | Sponsorships |
| ● | Brand Ambassador |
We have already partnered with Romain Grosjean as our Brand Ambassador. Romain is a high profile F1 and IndyCar driver. The Frenchman is a passionate supporter of Miami Breeze and will help carry our message to motorsport fans across the globe. Romain will wear Miami Breeze branding during IndyCar racing program and will use his social media presence to promote our products.
Competition
As we have described above, Shell, ExxonMobil, BP, Chevron, and Total are also involved in one or other sector of the industry; however, we are not aware of competitor producing car care products similar to Miami Breeze. Notwithstanding, the absence of competitors in the same organic car care products sector, competitors with large financial, sales and operations capabilities could emerge in the scene. In that case, our financial condition and operations would be adversely impacted.
Seasonality of Business
We expect demand for our products to be down in Europe and North America during winter seasons.
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Employees
We do not have employees; our CEO and sole Director, Mr. Wolfgang Ruecker, devotes as much hours required to implement our business plan, including coordination with third parties that manufacture our car care products. However, we plan to hire employees as we proceed with the implementation with our business plan, including the logistics of manufacturing and shipments to our customers.
Website Access
Our website is www.miami-breeze.com. We do not adopt the contents of the website as part of this Registration Statement.
The Company is not a party to any legal proceedings, and we are not aware of any pending or potential legal actions. However, we may from time to time, be involved in legal proceedings and be subject to claims arising in the ordinary course of our business. Although the results of such litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of any such litigation of any such litigation in the ordinary course matters will not have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
DIRECTORS, EXECUTIVE OFFICERS SIGNIFICANT EMPLOYEES, PROMOTER AND CONTROL PERSONS
The name, age and titles of our executive officer and director are as follows: Except as otherwise provided, the address of the Company is the address of each officer and/or director hereunder.
| Name and Address of Executive Officers and Directors | Age | Position | ||
| Wolfganag Ruecker | 44 | Chairman of the Board | ||
| 848 Brickell Ave, PH 5 | President/CEO | |||
| Miami, FL 3313 |
Mr. Wolfgang Ruecker, CEO is a Miami, Florida based investors and entrepreneur is our sole officer and director. Mr. Ruecker has over 20 years’ experience as an investor. Mr. Ruecker has invested and operated online payment processing companies and has experience in financial management and operations. Since 2018, Mr. Ruecker has served as CEO of GH Bill Inc.., which assists companies in going public.
Legal and Disciplinary History of Our Executive Officers and Directors
None.
Our Director is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed; our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation in accordance with Florida Business Corporation Act
Our Board of Directors is currently composed of solely of Wolfgang Ruecker. Mr. Ruecker does not qualify as independent director. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
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COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating, compensation, or audit committee.
The following tables set forth certain information about compensation paid, earned, or accrued for services by our Executive Officers from February 2021 [inception] to December 31. 2021. We currently do not have any executive compensation or benefits, such as health or life insurance. We may reimburse Wolfgang Ruecker for any out-of-pocket expenses that they incur on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved.
| Name and Principal Position | Year | Salary ($) | Option Award ($) | Incentive Plan Compensation ($) | Other ($) (1) | Total ($) | ||||||||||||||||||
| Wolfgang Ruecker | ||||||||||||||||||||||||
| Chief Executive Officer | 2021 | 0 | 0 | 0 | 285,000 | 285,000 | ||||||||||||||||||
| (1) | On April 16, 2021, we entered into a one-year marketing consulting agreement with a company owned by the Company’s majority shareholder. In connection with agreement, we paid the related party $285,000. During the period from April 16, 2021 to December 31, 2021, the Company recorded consulting expense – related party of $211,475 and on December 31, 2021, the Company recorded prepaid expenses of $73,525 which will be amortized into consulting fees – related party over the remaining term of the agreement. |
Mr.Ruecker currently devotes as much hours as required to manage the affairs of the Company at no salary until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation.
Director Compensation
The following table sets forth director compensation for the period from February 25, 2021 (inception) to December 31, 2021.
| Fees Earned or Paid in Cash | Stock Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
| Name of Director | Year | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
| Wolfgang Ruecker | 2021 | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Note payable – related party
In May and June 2021, pursuant to a promissory note, a company owned by the Company’s majority shareholder advanced the Company $27,000 for working capital purposes. The advances were non-interest bearing and were payable on demand. In September 2021, the Company repaid such advances.
Consulting agreement – related party
On April 16, 2021, the Company entered into a one-year marketing consulting agreement with a company owned by the Company’s majority shareholder. In connection with agreement, the Company paid the related party $285,000. During the period from April 16, 2021 to December 31, 2021, the Company recorded consulting expense – related party of $211,475 and on December 31, 2021, the Company recorded prepaid expenses of $73,525 which will be amortized into consulting fees – related party over the remaining term of the agreement.
GH Bill, Inc.
In 2021, GH Bill, Inc. (“GH Bill”), an entity owned by the Company’s majority shareholder, purchased $630 of inventory on behalf of the Company.
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On March 1, 2022, the Company entered into a ten-month business operations agreement GH Bill. In connection with this agreement, the Company shall pay a monthly service fee of $4,000 to GH Bill for administration and back-office services. In connection with this consulting agreement, for the three months ended March 31, 2022, the Company recorded professional fees – related party of $4,000.
On March 31, 2022 and December 31, 2021, accounts payable due to this entity amounted to $4,630 and $630, respectively, and is included in accounts payable – related party on the accompanying condensed balance sheets.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 31, 2022 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown. Additionally, except as provided, the address of the Company is same as the address of each stockholder in the table below:
Common Stock
| Name and Address of Beneficial Owner | Number of Shares | Percent of Common Stock Outstanding | ||||||
| GH Bill Inc. (1) | ||||||||
| 17 SE 24th Ave | ||||||||
| Pampano Beach, FL 33062 | 10,000,000 | 30 | % | |||||
| Firaz Ruecker (2) | ||||||||
| 17 SE 24th Ave | ||||||||
| Pampano Beach, FL 33062 | 10,000,000 | 30 | % | |||||
| Lance Ruecker (3) | ||||||||
| 17 SE 24th Ave | ||||||||
| Pampano Beach, FL 33062 | 10,000,000 | 30 | % | |||||
| RN Consulting GMBH | ||||||||
| Baarerstrasse 57 | ||||||||
| Zug 6302 | ||||||||
| Switzerland | 2,000,000 | 6 | % | |||||
| Total | 32,000,000 | 96 | % | |||||
Preferred Stock
| Name and Address of Beneficial Owner | Shares of Preferred Stock Beneficially owned | Percent of Class Beneficially owned | Percent of Voting Power (1) | |||||||||
| GH Bill Inc. (1) | ||||||||||||
| 17 SE 24th Ave | ||||||||||||
| Pompano Beach, FL 33062 | 250,000 | 25 | % | 16.25 | % | |||||||
| Firaz Ruecker (2) | ||||||||||||
| 17 SE 24th Ave | ||||||||||||
| Pompano Beach, FL 33062 | 250,000 | 25 | % | 16.25 | % | |||||||
| Lance Ruecker (3) | ||||||||||||
| 17 SE 24th Ave | ||||||||||||
| Pompano Beach, FL 33062 | 500,000 | 50 | % | 32.50 | % | |||||||
| Total | 1,000,000 | 100 | % | 65.00 | % | |||||||
| (1) | Wolfgang Ruecker, our CEO, and sole Director is also the CEO of GH Bill, Inc. |
| (2) | Firaz Ruecker is the wife of Wolfgang Ruecker |
| (3) | Lance Ruecker is the son of Wolfgang Ruecker |
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A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of July 31, 2022, there were 33,471,966 shares of our common stock and 1,000,000 shares of Series A preferred stock issued and outstanding.
Series A Preferred stock
The Certificate of Designations, Preferences, Rights, and Limitations of Series A Convertible Preferred Stock (“Certificate of Designations”) provides that the Series A Convertible Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meeting of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders shall be entitled to receive out of the assets of the Company whether such asset or capital are surplus, for each of Preferred Stock an amount equal to the Holder’s pro rata share of the assets and funds of the Company to be distributed.
The Series A Preferred shall have no conversion rights and no divided shall be declared or paid to the Series A Preferred Stock.
Future sales by existing stockholders
A total of 33,471,966 shares of common stock and 1,000,000 shares of Series A preferred stock held by our officers and directors were issued, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months provided that the issuer of the securities is and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation.
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We are registering 5,471,966 shares of our common stock for sale at the price of $3.00 per share by our Selling Shareholders.
This is a self-underwritten “best efforts” offering by our officers and directors; we may offer the shares through broker-dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”). As of the date of this Registration Statement, (i) no selling agreements had been entered into by us with any broker-dealer firms. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering. To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction. We are subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and a distribution participant under Regulation M. All of the foregoing may affect the marketability of the common stock. Sales commission will be paid to broker-dealers We estimate that such incentive compensation or commission to broker-dealers will be about 10% of the gross offering. Our executive officers, directors and employees will not receive any commission or any other remuneration for any sales of Shares. In offering Shares on our behalf, our executive officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.
All expenses of the registration statement including, but not limited to, legal, accounting, printing, and mailing fees are and will be borne by us; however, the Selling Shareholders will be responsible for commissions paid or discounts or concessions paid to such broker-dealers.
You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
If you decide to subscribe for any shares in this offering, you must
| ● | execute and deliver a subscription agreement; and |
| ● | deliver a check or certified funds to us for acceptance or rejection. |
All checks for subscriptions must be made payable to “MIAMI BREEZE CAR CARE, INC., SPECIAL ACCOUNT OF SELLING SHAREHOLDERS.” The Company will instruct the Transfer Agent to make the appropriate journal entries on the Transfer Agent’s Ledger evidencing the shares of common stock purchased by investors in this Offering.
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We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.
GENERAL
Our Amended Articles of Incorporation provides for authorized shares of 500,000,000 common stock, $0.0001 par value and 1,000,000 preferred stock, $0.0001 designated as Series A Preferred Stock. As of July 31, 2022 there were there were 33,471,966 shares of our common stock and 1,000,000 shares of Series A preferred stock issued and outstanding, purchased pursuant to certain Private Placement Subscription Agreement. The shares held by, Wolfgang Ruecker, our sole officer and director, including Firaz Ruecker and Lance Ruecker were purchased pursuant to Section 4(1) of the Securities Act. See “Security Ownership of Certain Beneficial Owners and Management.”
COMMON STOCK
The following is a summary of the material rights and restrictions associated with our common stock.
The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. Please refer to the Company’s Articles of Incorporation, Bylaws, and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.
PREFERRED STOCK
We are authorized to issue 1,000,000 shares of preferred stock, $0.0001 par value, designated as Series A preferred stock. The Series A Preferred Stock ranks senior to our common stock and all other classes and series of equity securities of the Company. The Series A Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now and hereafter outstanding.
Voting Rights of Preferred Stockholders.
Except as provided otherwise herein by law, the shares of Series A Preferred shall be entitled to vote with the shares of the Corporation’s Common Stock at any annual or special meetings of the stockholders of the Corporation. Together, collectively in their entirety, all holders of Series A Preferred Stock shall have voting rights equal to exactly sixty-five (65%) of all voting rights available at the time of any vote, including Series A Preferred Stock. The holders of Series A Preferred Stock , through the ownership of Series A Preferred Stock, have the power to act on behalf of the Corporation, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Corporation in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Corporation. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Corporation.
Liquidation Rights of Preferred Stock.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders shall be entitled to receive out of the assets of the Company whether such asset or capital are surplus, for each of Preferred Stock an amount equal to the Holder’s pro rata share of the assets and funds of the Corporation to be distributed.
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Conversion Rights of Preferred Stockholders.
The Series A Preferred shall have no conversion rights.
Dividends Rights of Preferred Stockholders.
No divided shall be declared or paid to the Series A Preferred Stock.
WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
INDEMNIFICATION
Our Amended Articles of Incorporation and Bylaws provide, as permitted by governing Florida law, that we will indemnify our directors, officers and employees whether or not then in service 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 or was a director, officer or employee of the company. The inclusion of these provisions in the Bylaws may have the effect of reducing the likelihood of derivative litigation against directors and officers and may discourage or deter stockholders or management from bringing a lawsuit against directors and officers for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Our Bylaws do not preclude the exclusive jurisdiction of the federal courts over all suits brought to enforce any duty or liability created by the Exchange Act of 1934 or the rules and regulations thereunder, nor the concurrent jurisdiction of federal and state courts over all such matters under Section 22 of the Securities Act of 1933.
INTERESTS OF NAMED EXPERTS AND COUNSEL
With the exception of Franklin Ogele, Esq., a named expert in this Registration Statement, no expert or counsel named in this prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with Miami Breeze Car Care, Inc. or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
AJSH & Co LLP, our independent registered public accounting firm, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. AJSH & Co LLP has presented its report with respect to our audited financial statements. Such financial statements are included in this prospectus in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
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Franklin Ogele, Esq. has opined on the validity of the shares of common stock being offered hereby.
We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly, and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements, or other information we file at the SEC’s public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Our SEC filings are available to the public through the SEC Internet site at www.sec.gov.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered public accountant.
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FINANCIAL STATEMENTS
DECEMBER 31, 2021
F-1
MIAMI BREEZE CAR CARE INC.
INDEX TO FINANCIAL STATEMENTS
December 31, 2021
CONTENTS
F-2
 |
A-94/8,Wazirpur Industrial Area, Main Ring Road, Delhi-110052 +91 11 45596689 Web: www.ajsh.in E-mail: info@ajsh.in |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Miami Breeze Car Care, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Miami Breeze Car Care, Inc. (the “Company”) as of December 31, 2021 and the related statement of operations, changes in stockholders’ equity and cash flows from February 25, 2021 (Inception) to December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from February 25, 2021 (Inception) to December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company has an accumulated deficit of $980,917 as of December 31, 2021. This condition raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this uncertainty are also described in the Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audit provide a reasonable basis for our opinion.
Critical Audit Matters
Critical Audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
AJSH & Co LLP
We have served as the Company’s auditor since 2021
New Delhi, India
August 12, 2022
 |
 |
F-3
BALANCE SHEET
| December 31, | ||||
| 2021 | ||||
| ASSETS | ||||
| CURRENT ASSETS: | ||||
| Cash | $ | 670,147 | ||
| Inventory | 66,738 | |||
| Prepaid expenses | 1,551,894 | |||
| Total Current Assets | 2,288,779 | |||
| TOTAL ASSETS | $ | 2,288,779 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable | $ | 16,451 | ||
| Accounts payable - related party | 630 | |||
| Total Current Liabilities | 17,081 | |||
| Total Liabilities | 17,081 | |||
| SHAREHOLDERS’ EQUITY: | ||||
| Preferred stock; par value $0.0001; 1,000,000 shares authorized; Series A Preferred stock; 1,000,000 shares designated; 1,000,000 shares issued and outstanding at December 31, 2021 | 100 | |||
| Common stock; par value $0.0001: 500,000,000 shares authorized; 33,120,466 shares issued and outstanding at December 31, 2021 | 3,312 | |||
| Additional paid-in capital | 3,249,203 | |||
| Accumulated deficit | (980,917 | ) | ||
| Total Shareholders’ Equity | 2,271,698 | |||
| Total Liabilities and Shareholders’ Equity | $ | 2,288,779 | ||
See accompanying notes to financial statements.
F-4
STATEMENT OF OPERATIONS
For the Period from February 25, 2021 (Inception) to December 31, 2021
| REVENUES | $ | - | ||
| OPERATING EXPENSES: | ||||
| Compensation and related benefits | 26,000 | |||
| Advertising and promotion | 988 | |||
| Professional fees (includes stock-based professional fees of $674,167) | 692,167 | |||
| Professional fees - related party | 211,475 | |||
| General and administrative expenses | 50,326 | |||
| Total Operating Expenses | 980,956 | |||
| LOSS FROM OPERATIONS | (980,956 | ) | ||
| OTHER INCOME: | ||||
| Foreign currency transaction gain | 39 | |||
| Total Other Income | 39 | |||
| NET LOSS | $ | (980,917 | ) | |
| NET LOSS PER COMMON SHARE: | ||||
| Basic and diluted | $ | (0.03 | ) | |
| WEIGHTED AVERAGE COMMON SHARE OUTSTANDING: | ||||
| Basic and diluted | 31,914,045 |
See accompanying notes to financial statements.
F-5
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) TO DECEMBER 31, 2021
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| # of Shares | Amount | # of Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, February 25, 2021 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Preferred shares issued to founders | 1,000,000 | 100 | - | - | (100 | ) | - | - | ||||||||||||||||||||
| Common shares issued to founders for cash | - | - | 30,000,000 | 3,000 | 27,000 | - | 30,000 | |||||||||||||||||||||
| Common stock issued for services and future services | - | - | 2,045,000 | 205 | 2,119,795 | - | 2,120,000 | |||||||||||||||||||||
| Common stock issued for cash | - | - | 1,075,466 | 107 | 1,102,508 | - | 1,102,615 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (980,917 | ) | (980,917 | ) | |||||||||||||||||||
| Balance, December 31, 2021 | 1,000,000 | $ | 100 | 33,120,466 | $ | 3,312 | $ | 3,249,203 | $ | (980,917 | ) | $ | 2,271,698 | |||||||||||||||
See accompanying notes to financial statements.
F-6
STATEMENT OF CASH FLOWS
For the Period from February 25, 2021 (Inception) to December 31, 2021
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net loss | $ | (980,917 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Stock-based professional fees | 674,167 | |||
| Change in operating assets and liabilities: | ||||
| Inventory | (66,738 | ) | ||
| Prepaid expenses | (106,061 | ) | ||
| Accounts payable | 16,451 | |||
| Accounts payable - related party | 630 | |||
| NET CASH USED IN OPERATING ACTIVITIES | (462,468 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Proceeds from sale of common stock | 1,132,615 | |||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,132,615 | |||
| NET INCREASE IN CASH | 670,147 | |||
| CASH, beginning of period | - | |||
| CASH, end of period | $ | 670,147 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||
| Cash paid for: | ||||
| Interest | $ | - | ||
| Income taxes | $ | - | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
| Common stock issued for prepaid expenses | $ | 2,112,500 | ||
See accompanying notes to financial statements.
F-7
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
NOTE 1 - NATURE OF ORGANIZATION
Nature of Organization
Miami Breeze Car Care Inc. (the “Company”) was incorporated on February 25, 2021 in the State of Florida, The Company is a developer and distributor of automotive care products that provide a long-lasting, new car scent.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern
These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company had a net loss of $980,917 for the period from February 25, 2021 (inception) to December 31, 2021. The net cash used in operations was $462,468 for the period from February 25, 2021 (inception) to December 31, 2021. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the period ended December 31, 2021 include estimates for obsolete or slow-moving inventory and the fair value of non-cash equity transactions.
Fair Value of Financial Instruments and Fair Value Measurements
The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2021. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
| Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
The carrying amounts reported in the balance sheet for cash, inventory, prepaid expenses, and accounts payable approximate their fair market value based on the short-term maturity of these instruments.
F-8
MIAMI BREEZE CAR CARE INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
Cash And Cash Equivalents
For purposes of the statements of cash flow, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of December 31, 2021.
Inventory
Inventory, consisting of finished goods, are stated at the lower of cost and net realizable value utilizing the weighted average cost method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates and included in cost of sales.
Prepaid Expenses
Fully vested and non-forfeitable shares issued prior to the services being performed are classified as prepaid expenses and amounted to $1,551,894 on December 31, 2021.
Impairment of Long-Lived Assets
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.
Revenue Recognition
The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and requires certain additional disclosures.
The Company sells its products which include standard warranties primarily to distributors and authorized dealers. Product sales are recognized at a point in time when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. The warranty does not represent a separate performance obligation.
Shipping and Handling Costs
Shipping and handling costs incurred for product shipped to customers are included in general and administrative expenses. Shipping and handling costs charged to customers are included in sales.
Advertising Costs
The Company may participate in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the period ended December 31, 2021, advertising costs charged to operations were $988.
Federal and State Income Taxes
The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
F-9
MIAMI BREEZE CAR CARE INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the period ended on December 31, 2021. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of December 31, 2021.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
Loss Per Common Share
ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per common share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilutive securities and non-vested forfeitable shares. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to members by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares, common share equivalents and potentially dilutive securities outstanding during each period. On December 31, 2021, the Company did not have any potentially dilutive securities.
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recognize a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.
Risk and Uncertainties
In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely. The Company has been materially affected by the COVID-19 outbreak to date and the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain. The Company has seen a material decrease in sales from its international customers as a result of the unprecedented public health crisis from the COVID-19 pandemic and a decrease in domestic sales due to a decrease in business spending on discretionary items. As a result, the Company’s international customers have delayed the ordering of products and have delayed payment of balances due to the Company. The Company cannot estimate the duration of the pandemic and the future impact on its business. A severe or prolonged economic downturn could result in a variety of risks to the Company’s business, including weakened demand for its products and a decreased ability to raise additional capital when needed on acceptable terms, if at all. Currently, the Company is unable to estimate the impact of this event on its operations.
F-10
MIAMI BREEZE CAR CARE INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
Segment Reporting
During the period ended December 31, 2021, the Company operated in one reportable business segment.
Recent Accounting Pronouncements
In December 2019, the FASB issued Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2020-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for us as of the beginning of our 2022 fiscal year. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any.
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3 – SHAREHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue 1,000,000 shares of its $0.0001 par value preferred stock. The Company’s board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As of December 31, 2021, 1,000,000 shares have been designated as Series A preferred stock and 1,000,000 Series A preferred shares were issued and outstanding.
Series A Preferred stock
The Certificate of Designations, Preferences, Rights, and Limitations of Series A Convertible Preferred Stock (“Certificate of Designations”) provides that the Series A Convertible Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meeting of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders shall be entitled to receive out of the assets of the Company whether such asset or capital are surplus, for each of Preferred Stock an amount equal to the Holder’s pro rata share of the assets and funds of the Company to be distributed.
F-11
MIAMI BREEZE CAR CARE INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
The Series A Preferred shall have no conversion rights and no divided shall be declared or paid to the Series A Preferred Stock.
The Company issued 1,000,000 shares of its Series A preferred stock to founders of the Company.
Common Stock
Sale of Common Stock
On February 25, 2021 (inception), the Company issued 30,000,000 shares of its common stock to founders for cash proceeds of $30,000, or $0.001 per share.
In connection with subscription agreements, during the period from May 28, 2021 to August 24, 2021, the Company received cash proceeds of $1,102,615 from investors for the purchase of 1,075,466 shares of the Company’s common stock at prices ranging from $1.00 per share to $3.00 per share.
Issuance of Common Stock for Services
On March 12, 2021, the Company issued 7,500 shares of its common stock for legal services rendered. These shares were valued at $7,500, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, during the period from February 25, 2021 (inception) to December 31, 2021, the Company recorded stock-based professional fees of $7,500.
On April 28, 2021, the Company entered into a two-year brand ambassador agreement with an entity for marketing and promotional services, including the designing and implementation of certain promotional campaigns to be rendered by the entity and a certain individual sports celebrity. In connection with this brand ambassador agreement, the Company issued 2,000,000 restricted common shares of the Company to this entity. These shares vest immediately These shares were valued at $2,000,000, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with this agreement, during the period from February 25, 2021 (inception) to December 31, 2021, the Company recorded stock-based professional fees of $666,667 and prepaid expenses of $1,333,333 which will amortized into stock-based professional fees over the remaining term of the agreement.
On July 29, 2021, the Company issued 37,500 shares of its common stock for legal services rendered. These shares were valued at $112,500, or $3.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, during the period from February 25, 2021 (inception) to December 31, 2021, the Company recorded prepaid expenses of $112,500 which will amortized into stock-based professional fees as services are provided.
NOTE 4 – INCOME TAXES
The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The deferred tax assets on December 31, 2021 consist only of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the uncertainty of the attainment of future taxable income.
The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes for the period ended December 31, 2021 were as follows:
| 2021 | ||||
| Income tax benefit at U.S. statutory rate | $ | (205,992 | ||
| State income taxes | (49,046 | ) | ||
| Non-deductible expenses | 175,283 | |||
| Change in valuation allowance | 79,755 | |||
| Total provision for income tax | $ | - | ||
F-12
MIAMI BREEZE CAR CARE INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
The Company’s approximate net deferred tax asset as of December 31, 2021 was as follows:
Deferred Tax Asset: | December 31, 2021 | |||
| Net operating loss carryforward | $ | 79,755 | ||
| Total deferred tax asset before valuation allowance | 79,755 | |||
| Valuation allowance | (79,755 | ) | ||
| Net deferred tax asset | $ | - | ||
The net operating loss carryforward was approximately $306,749 on December 31, 2021. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2021 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the period ended December 31, 2021, the valuation allowance increased by $79,755. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income is subject to an annual limitation as a result of ownership changes that may occur in the future. The potential tax benefit arising from the loss carryforward may be carried forward indefinitely subject to usage limitations.
The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company’s 2021 Corporate Income Tax Return is subject to Internal Revenue Service examination.
NOTE 5 – CONCENTRATIONS
Concentrations Of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company places its cash in banks or financial institutions in the United Stated and in Europe and are not insured by the Federal Deposit Insurance Company (FDIC). On December 31, 2021, the Company had approximately $565,000 of cash in financial institutions that are not insured. The Company has not experienced any losses in such accounts through December 31, 2021.
NOTE 6 – RELATED PARTY TRANSACTIONS
Note payable – related party
In May and June 2021, pursuant to a promissory note, a company owned by the Company’s majority shareholder advanced the Company $27,000 for working capital purposes. The advances were non-interest bearing and were payable on demand. In September 2021, the Company repaid such advances.
Consulting agreement – related party
On April 16, 2021, the Company entered into a one-year marketing consulting agreement with a company owned by the Company’s majority shareholder. In connection with agreement, the Company paid the related party $285,000. During the period from April 16, 2021 to December 31, 2021, the Company recorded consulting expense – related party of $211,475 and on December 31, 2021, the Company recorded prepaid expenses of $73,525 which will be amortized into consulting fees – related party over the remaining term of the agreement.
GH Bill, Inc.
In 2021, GH Bill, Inc. (“GH Bill”), an entity owned by the Company’s majority shareholder, purchased $630 of inventory on behalf of the Company. On December 31, 2021, accounts payable due to this entity amounted to $630 and is included in accounts payable – related party on the accompanying condensed balance sheet.
F-13
MIAMI BREEZE CAR CARE INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2021
NOTE 7 – SUBSEQUENT EVENTS
On March 1, 2022, the Company entered into a ten-month business operations agreement GH Bill. In connection with this agreement, the Company shall pay a monthly service fee of $4,000 to GH Bill for administration and back-office services.
In connection with subscription agreements, during April 2022, the Company received cash proceeds of $300,000 from investors for the purchase of 300,000 shares of the Company’s common stock at $1.00 per share.
On April 16, 2022, the Company issued 33,333 shares of its common stock to the Company’s chief operating officer for services rendered. These shares were valued at $33,333, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, on April 16, 2022, the Company recorded stock-based compensation of $33,333.
On April 20, 2022, the Company issued 16,667 shares of its common stock to a consultant pursuant to a 12-month consulting agreement. These shares were valued at $16,667, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, the Company shall record stock-based professional fees over the term of the agreement.
In connection with subscription agreements, from April 27, 2022 to May 24, 2022, the Company received cash proceeds of $4,500 from investors for the purchase of 1,500 shares of the Company’s common stock at $3.00 per share.
F-14
MIAMI BREEZE CAR CARE INC.
CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2022
(UNAUDITED)
F-15
MIAMI BREEZE CAR CARE INC.
INDEX TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
(Unaudited)
CONTENTS
F-16
CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 583,710 | $ | 670,147 | ||||
| Inventory | 124,872 | 66,738 | ||||||
| Prepaid expenses | 1,246,671 | 1,551,894 | ||||||
| Total Current Assets | 1,955,253 | 2,288,779 | ||||||
| TOTAL ASSETS | $ | 1,955,253 | $ | 2,288,779 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 68,555 | $ | 16,451 | ||||
| Accounts payable - related party | 4,630 | 630 | ||||||
| Total Current Liabilities | 73,185 | 16,451 | ||||||
| Total Liabilities | 73,185 | 16,451 | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Preferred stock; par value $0.0001; 1,000,000 shares authorized; Series A Preferred stock; 1,000,000 shares designated; 1,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 100 | 100 | ||||||
| Common stock; par value $0.0001: 500,000,000 shares authorized; 33,120,466 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 3,312 | 3,312 | ||||||
| Additional paid-in capital | 3,249,203 | 3,249,203 | ||||||
| Accumulated deficit | (1,370,547 | ) | (980,917 | ) | ||||
| Total Shareholders’ Equity | 1,882,068 | 2,271,698 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 1,955,253 | $ | 2,288,149 | ||||
See accompanying unaudited notes to condensed financial statements.
F-17
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended March 31, | For the Period from February 25, 2021 (Inception) to March 31, | |||||||
| 2022 | 2021 | |||||||
| SALES | $ | 2,928 | $ | - | ||||
| COST OF SALES | 1,008 | - | ||||||
| GROSS PROFIT | 1,920 | - | ||||||
| OPERATING EXPENSES: | ||||||||
| Compensation and related benefits | 16,000 | - | ||||||
| Advertising and promotion | 16,672 | - | ||||||
| Professional fees (includes $250,000 of stock-based professional fees) | 259,000 | - | ||||||
| Professional fees - related party | 75,250 | - | ||||||
| General and administrative expenses | 25,605 | 8,000 | ||||||
| Total Operating Expenses | 392,527 | 8,000 | ||||||
| LOSS FROM OPERATIONS | (390,607 | ) | (8,000 | ) | ||||
| OTHER INCOME: | ||||||||
| Foreign currency transaction gain | 977 | - | ||||||
| Total Other Income | 977 | - | ||||||
| NET LOSS | $ | (389,630 | ) | $ | (8,000 | ) | ||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic and diluted | $ | (0.01 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE COMMON SHARE OUTSTANDING: | ||||||||
| Basic and diluted | 33,120,466 | 30,000,000 | ||||||
See accompanying unaudited notes to condensed financial statements.
F-18
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND FOR THE PERIOD FROM FEBRUARY 25, 2021 (INCEPTION) TO MARCH 31, 2021
(Unaudited)
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| # of Shares | Amount | # of Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, December 31, 2021 | 1,000,000 | $ | 100 | 33,120,466 | $ | 3,312 | $ | 3,249,203 | $ | (980,917 | ) | $ | 2,271,698 | |||||||||||||||
| Net loss | - | - | - | - | - | (389,630 | ) | (389,630 | ) | |||||||||||||||||||
| Balance, March 31, 2022 | 1,000,000 | $ | 100 | 33,120,466 | $ | 3,312 | $ | 3,249,203 | $ | (1,370,547 | ) | $ | 1,882,068 | |||||||||||||||
| Additional | Total | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| # of Shares | Amount | # of Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
| Balance, February 25, 2021 (Inception) | - | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
| Preferred shares issued to founders | 1,000,000 | 100 | - | - | (100 | ) | - | - | ||||||||||||||||||||
| Common shares issued to founders for cash | - | - | 30,000,000 | 3,000 | 27,000 | - | 30,000 | |||||||||||||||||||||
| Net loss | - | - | - | - | - | (8,000 | ) | (8,000 | ) | |||||||||||||||||||
| Balance, March 31, 2021 | 1,000,000 | $ | 100 | 30,000,000 | $ | 3,000 | $ | 26,900 | $ | (8,000 | ) | $ | 22,000 | |||||||||||||||
See accompanying unaudted notes to condensed financial statements.
F-19
CONDNESED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended March 31, | For the Period from February 25, 2021 (Inception) to March 31, | |||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (389,630 | ) | $ | (8,000 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based professional fees | 250,000 | - | ||||||
| Change in operating assets and liabilities: | ||||||||
| Inventory | (58,134 | ) | - | |||||
| Prepaid expenses | 55,223 | (9,804 | ) | |||||
| Accounts payable | 52,104 | - | ||||||
| Accounts payable - related party | 4,000 | - | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (86,437 | ) | (17,804 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock | - | 30,000 | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | - | 30,000 | ||||||
| NET (DECREASE) INCREASE IN CASH | (86,437 | ) | 12,196 | |||||
| CASH, beginning of period | 670,147 | - | ||||||
| CASH, end of period | $ | 583,710 | $ | 12,196 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | - | $ | - | ||||
| Income taxes | $ | - | $ | - | ||||
See accompanying unaudted notes to condensed financial statements.
F-20
UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
NOTE 1 - NATURE OF ORGANIZATION
Nature of Organization
Miami Breeze Car Care Inc. (the “Company”) was incorporated on February 25, 2021 in the State of Florida, The Company is a developer and distributor of automotive care products that provide a long-lasting, new car scent.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
Management acknowledges its responsibility for the preparation of the accompanying unaudited condensed financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.
Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited condensed financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the period ended December 31, 2021 of the Company which were included elsewhere in this filing.
Going Concern
These condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed financial statements, the Company had a net loss of $389,630 for the three months ended March 31, 2022. The net cash used in operations was $86,437 for the three months ended March 31, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of common shares, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These condensed financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the three months ended March 31, 2022 and 2021 include estimates for obsolete or slow-moving inventory and the fair value of non-cash equity transactions.
Fair Value of Financial Instruments and Fair Value Measurements
The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (the “FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2022. Accordingly, the estimates presented in these condensed financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
| Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
F-21
MIAMI BREEZE CAR CARE INC.
UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
The carrying amounts reported in the condensed balance sheets for cash, inventory, prepaid expenses, and accounts payable approximate their fair market value based on the short-term maturity of these instruments.
Cash And Cash Equivalents
For purposes of the statements of cash flow, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of March 31, 2022 and December 31, 2021.
Inventory
Inventory, consisting of finished goods, are stated at the lower of cost and net realizable value utilizing the weighted average cost method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates and included in cost of sales.
Prepaid Expenses
Fully vested and non-forfeitable shares issued prior to the services being performed are classified as prepaid expenses and amounted to $1,195,833 and $1,445,833 on March 31, 2022 and December 31, 2021, respectively.
Impairment of Long-Lived Assets
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.
Revenue Recognition
The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and requires certain additional disclosures.
The Company sells its products which include standard warranties primarily to distributors and authorized dealers. Product sales are recognized at a point in time when the product is shipped to the customer and title is transferred and are recorded net of any discounts or allowances. The warranty does not represent a separate performance obligation.
F-22
MIAMI BREEZE CAR CARE INC.
UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
Shipping and Handling Costs
Shipping and handling costs incurred for product shipped to customers are included in general and administrative expenses. Shipping and handling costs charged to customers are included in sales.
Advertising Costs
The Company may participate in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the three months ended March 31, 2022, advertising costs charged to operations were $16,672.
Federal and State Income Taxes
The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Accounting Standards Codification (ASC) 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2022 and December 31, 2021, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the condensed financial statements. Tax years that remain subject to examination are the period ended on December 31, 2021. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. However, no such interest and penalties were recorded as of March 31, 2022 and December 31, 2021.
Stock-Based Compensation
Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the condensed financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
Loss Per Common Share
ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per common share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilutive securities and non-vested forfeitable shares. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to members by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares, common share equivalents and potentially dilutive securities outstanding during each period. On March 31, 2022 and 2021, the Company did not have any potentially dilutive securities.
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to recognize a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The pronouncement requires a modified retrospective method of adoption and is effective on January 1, 2019, with early adoption permitted. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.
F-23
MIAMI BREEZE CAR CARE INC.
UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
Risk and Uncertainties
In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely. The Company has been materially affected by the COVID-19 outbreak to date and the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain. The Company has seen a material decrease in sales from its international customers as a result of the unprecedented public health crisis from the COVID-19 pandemic and a decrease in domestic sales due to a decrease in business spending on discretionary items. As a result, the Company’s international customers have delayed the ordering of products and have delayed payment of balances due to the Company. The Company cannot estimate the duration of the pandemic and the future impact on its business. A severe or prolonged economic downturn could result in a variety of risks to the Company’s business, including weakened demand for its products and a decreased ability to raise additional capital when needed on acceptable terms, if at all. Currently, the Company is unable to estimate the impact of this event on its operations.
Segment Reporting
During the periods ended March 31, 2022 and 2021, the Company operated in one reportable business segment.
Recent Accounting Pronouncements
In December 2019, the FASB issued Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2020-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 will become effective for us as of the beginning of our 2022 fiscal year. Early adoption is permitted, including adoption in any interim period. We are currently evaluating the impact that this guidance will have upon our financial position and results of operations, if any.
In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3 – SHAREHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue 1,000,000 shares of its $0.0001 par value preferred stock. The Company’s board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As of March 31, 2022 and December 31, 2021, 1,000,000 shares have been designated as Series A preferred stock and 1,000,000 Series A preferred shares were issued and outstanding.
F-24
MIAMI BREEZE CAR CARE INC.
UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
Series A Preferred stock
The Certificate of Designations, Preferences, Rights, and Limitations of Series A Convertible Preferred Stock (“Certificate of Designations”) provides that the Series A Convertible Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meeting of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company.
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders shall be entitled to receive out of the assets of the Company whether such asset or capital are surplus, for each of Preferred Stock an amount equal to the Holder’s pro rata share of the assets and funds of the Company to be distributed.
The Series A Preferred shall have no conversion rights and no divided shall be declared or paid to the Series A Preferred Stock.
The Company issued 1,000,000 shares of its Series A preferred stock to founders of the Company.
Common Stock
Sale of Common Stock
On February 25, 2021 (inception), the Company issued 30,000,000 shares of its common stock to founders for cash proceeds of $30,000, or $0.001 per share.
NOTE 4 – CONCENTRATIONS
Concentrations Of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash deposits. The Company places its cash in banks or financial institutions in the United Stated and in Europe and are not insured by the Federal Deposit Insurance Company (FDIC). On March 31, 2022 and December 31, 2021, the Company had approximately $507,500 and $565,000 of cash in financial institutions that are not insured, respectively. The Company has not experienced any losses in such accounts through March 31, 2022.
NOTE 5 – RELATED PARTY TRANSACTIONS
Consulting agreement – related party
On April 16, 2021, the Company entered into a one-year marketing consulting agreement with a company owned by the Company’s majority shareholder. In connection with agreement, the Company paid the related party $285,000. During the three months ended March 31, 2022, the Company recorded professional fees – related parties of $71,.250. On March 31, 2022 and December 31, 2021, the Company recorded prepaid expenses of $2,275 and $73,525 on the accompanying balance sheets which will be amortized into professional fees – related party over the remaining term of the agreement.
GH Bill, Inc.
In 2021, GH Bill, Inc. (“GH Bill”), an entity owned by the Company’s majority shareholder, purchased $630 of inventory on behalf of the Company.
F-25
MIAMI BREEZE CAR CARE INC.
UNAUDITED NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2022
On March 1, 2022, the Company entered into a ten-month business operations agreement GH Bill. In connection with this agreement, the Company shall pay a monthly service fee of $4,000 to GH Bill for administration and back-office services. In connection with this consulting agreement, for the three months ended March 31, 2022, the Company recorded professional fees – related party of $4,000.
On March 31, 2022 and December 31, 2021, accounts payable due to this entity amounted to $4,630 and $630, respectively, and is included in accounts payable – related party on the accompanying condensed balance sheets.
NOTE 6 – SUBSEQUENT EVENTS
In connection with subscription agreements, during April 2022, the Company received cash proceeds of $300,000 from investors for the purchase of 300,000 shares of the Company’s common stock at $1.00 per share.
On April 16, 2022, the Company issued 33,333 shares of its common stock to the Company’s chief operating officer for services rendered. These shares were valued at $33,333, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, on April 16, 2022, the Company recorded stock-based compensation of $33,333.
On April 20, 2022, the Company issued 16,667 shares of its common stock to a consultant pursuant to a 12-month consulting agreement. These shares were valued at $16,667, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, the Company shall record stock-based professional fees over the term of the agreement.
In connection with subscription agreements, from April 27, 2022 to May 24, 2022, the Company received cash proceeds of $4,500 from investors for the purchase of 1,500 shares of the Company’s common stock at $3.00 per share.
F-26
ITEM 16. EXHIBITS
(1) Includes Consent of Counsel
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1) To file, during any period in which offers, or sales of securities are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
27
5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424.
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant.
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized at 848 Brickell, PH 5, Miami FL 33131 on August 12, 2022.
.
| MIAMI BREEZE CAR CARE, INC. | |||
| By: | /s/ Wolfgang Ruecker. | ||
| Name: | Wolfgang Ruecker | ||
| Title: | CEO/Director | ||
| (Principal Executive Officer) | |||
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
| Signature | Title | Date | ||
| /s/ Wolfgang Ruecker | ||||
| Wolfgang Ruecker |
Director/Executive Principal Officer |
August 12, 2022. | ||
| Signature | Title | Date | ||
| /s/ Wolfgang Ruecker | ||||
| Wolfgang Ruecker |
Principal Financial Officer / Sole Director |
August 12, 2022. |
29
Exhibit 3.1
Exhibit 3.2
BYLAWS
OF MIAMI BREEZE CAR CARE, INC.
ARTICLE
I
OFFICES
SECTION 1.1 REGISTERED OFFICE AND AGENT. The initial registered office and registered agent of the Corporation shall be as set forth in the Corporation’s Articles of Incorporation. The registered office or the registered agent may be changed by resolution of the Board of Directors, upon making the appropriate filing with the Department of State.
SECTION 1.2 PRINCIPAL OFFICE. The principal office of the Corporation shall be 848 Brickell Avenue, Brickell Plaza, PH 5, Miami, FL 33131, and shall remain as such until such time as the Board of Directors for the Corporation shall change such address.
SECTION 1.3 OTHER OFFICES. The Corporation may also have other offices at any places, within or without the State of Florida, as the Board of Directors may designate, or as the business of the Corporation may require or as may be desirable.
SECTION 1.4 BOOKS AND RECORDS. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 PLACE OF MEETING. Meetings of the shareholders shall be held either at the principal office of the Corporation or at any other place, either within or without the State of Florida, as shall be determined by the board of directors and as shall be designated in the notice of the meeting or executed waiver of notice. If authorized by the Board of Directors, and subject to any guidelines and procedures adopted by the Board of Directors, shareholders not physically present at a meeting of shareholders, by means of remote communication may participate in a meeting of shareholders; and may be considered present in person and may vote at a meeting of shareholders held at a designated place or held solely by means of remote communication, subject to the conditions imposed by applicable law. The Board of Directors may, in its discretion, determine that the meeting may be held solely by means of remote communication.
SECTION 2.2 ANNUAL MEETING. An annual meeting of shareholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held on the date and time set by the Board of Directors, and stated in the notice of the meeting.
Failure to hold the annual meeting at the designated time does not result in the winding up or termination of the corporation. If the Board of Directors fails to call the annual meeting, any shareholder may make a demand in writing to any officer of the corporation that an annual meeting be held.
SECTION 2.3 SPECIAL SHAREHOLDERS’ MEETINGS. Special meetings of the shareholders may be called by the President, the Board of Directors, or by the holders of at least 51% of all the shares entitled to vote at the proposed special meeting. The record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of that meeting. Only business within the purpose or purposes described in the notice or executed waiver of notice may be conducted at a special meeting of the shareholders.
SECTION 2.4 NOTICE OF SHAREHOLDERS’ MEETING. Written notice stating the place, day and hour of the meeting, the means of any remote communications by which shareholders may be considered present and may vote at the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting, personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder entitled to vote at the meeting unless the purpose of the meeting is for the transaction of business for which notice to all shareholders is required by law.
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If mailed, the notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Electronic notice constitutes written notice and is effective when transmitted in a form authorized by the shareholder.
Any person entitled to notice of a meeting may sign a written waiver of notice either before or after the time of the meeting. The participation or attendance at a meeting of a person entitled to notice constitutes waiver of notice, except where the person attends for the specific purpose of objecting to the lawfulness of the convening of the meeting.
SECTION 2.5 VOTING LISTS. The officer or agent having charge of the share transfer records for shares of the Corporation shall prepare a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number and class and series (if any) of shares held by each. The list shall be kept on file at the registered office or principal place of business of the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours for a period of ten (10) days prior to the meeting. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer records shall be prima-facie evidence as to who are the shareholders entitled to examine the list or transfer records or to vote at any meeting of shareholders. If any shareholders are participating in the meeting by means of remote communication, the list must be open to examination by the shareholders for the duration of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided to shareholders with the notice of the meeting. The Corporation shall take reasonable steps to ensure that the information is available only to shareholders of the Corporation.
SECTION 2.6 QUORUM OF SHAREHOLDERS. A quorum shall be present for any matter to be presented at that meeting if the holders of a majority of the shares entitled to vote at the meeting are represented at the meeting in person or by proxy.
Unless otherwise provided in the Articles of Incorporation or these Bylaws, once a quorum is present at a meeting of shareholders, the shareholders represented in person or by proxy at the meeting may conduct any business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal from the meeting of any shareholder or the refusal of any shareholder represented in person or by proxy to vote shall not affect the presence of a quorum at the meeting. The shareholders represented in person or by proxy at a meeting of shareholders at which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the holders of a majority of the shares represented in person or by proxy at that meeting.
SECTION 2.7 CONDUCT OF MEETINGS. The Board of Directors of the Corporation may adopt, by resolution, rules, and regulations for the conduct of the meeting of the shareholders as it shall deem appropriate. At every meeting of the shareholders, the President, or in his or her absence or inability to act, the, or, in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting, and keep the minutes thereof.
SECTION 2.8 VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provides for more or less than one vote per share or limits or denies voting rights to the holders of the shares of any class or series.
Shares of stock owned by the Corporation itself or by another corporation or entity, the majority of the voting stock or interest of which is owned or controlled by the Corporation, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Nothing in this section shall be construed as limiting the right of the Corporation or any domestic or foreign corporation or other entity to vote stock, held or controlled by it in a fiduciary capacity, or with respect to which it otherwise exercises voting power in a fiduciary capacity, and to have such stock counted in determining the total number of outstanding shares.
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Shares owned by another corporation, domestic or foreign, may be voted by any officer, agent, or proxy, or other legal representative authorized by the bylaws of the corporate shareholder to vote such shares, or in the absence of such a bylaw, by such legal representative that the board of directors of the shareholder corporation may designate. Any shareholder may vote either in person or by proxy executed in writing by the shareholder. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable, and the proxy is coupled with an interest. Proxies coupled with an interest include the appointment as proxy of a pledgee; a person who purchased or agreed to purchase, or owns or holds an option to purchase, the shares; a creditor of the Corporation who extended it credit under terms requiring the appointment; an employee of the Corporation whose employment contract requires the appointment, or a party to a voting agreement created under the Florida Business Corporation Act.
Shares registered in the name of a deceased person, a minor ward or a person under legal disability may be voted by his or her administrator, executor, or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Shareholders are prohibited from cumulating their votes in any election for directors of the corporation.
SECTION 2.9 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required by the Florida Business Corporation Act to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by not less than the minimum number of holders of all the shares necessary and entitled to vote to authorize the action that is the subject of the consent.
SECTION 2.10 FIXING THE RECORD DATE. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or shareholders entitled to receive payment of any distribution, 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.
If no record date is fixed for the determination of shareholders entitled to notice of or to vote at an annual or special meeting of shareholders, the close of business on the day before the date on which notice of the meeting is first delivered to the shareholders shall be the record date for such determination of shareholders. In no event shall a record date be more than 70 days before the meeting or action requiring shareholder determination. 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. In lieu of the Board of Directors from time to time establishing record dates, the Board of Directors may establish a mechanism for determining record dates in all or specified instances.
If no record date is fixed for determination of shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation’s shares), the record date shall be the date the Board of Directors authorizes the distribution.
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ARTICLE III
DIRECTORS
SECTION 3.1 BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors of the Corporation. Directors need not be residents of the State of Florida or shareholders of the Corporation.
SECTION 3.2 NUMBER OF DIRECTORS. The number of directors shall be 3 provided that the number may be increased or decreased from time to time by an amendment to these bylaws or articles of incorporation. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.
SECTION 3.3 TERM OF OFFICE. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting.
SECTION 3.4 VACANCIES. Any vacancy occurring in the Board of Directors may be filled by election at an annual or special meeting of shareholders called for that purpose or may be filled by the affirmative vote of a majority of the remaining directors even when the majority of the remaining directors is less than a quorum of the total number of directors specified in the Articles of Incorporation or bylaws. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
A directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose or may be filled by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders, provided that the Board of Directors may not fill more than two directorships during the period between any two successive annual meetings of shareholders.
SECTION 3.5 REMOVAL. Any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of the director or directors, at any meeting of shareholders called expressly for that purpose.
SECTION 3.6 RESIGNATION. A director may resign at any time by giving written notice to the Board of Directors, its chairman, or to the president or secretary of the corporation. A resignation is effective when the notice is given unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date.
SECTION 3.7 REGULAR MEETINGS OF DIRECTORS. A regular meeting of the newly elected Board of Directors shall be held without other notice immediately following each annual meeting of shareholders, at which the board shall elect officers and transact any other business as shall come before the meeting. The board may designate a time and place for additional regular meetings, by resolution, without notice other than the resolution.
SECTION 3.8 SPECIAL MEETINGS OF DIRECTORS. The President and/or the Chairman may call a special meeting of the Board of Directors at a time or place determined by the President and/or the Chairman. The President and/or the Chairman shall call a special meeting at the written request of two or more directors.
SECTION 3.9 NOTICE OF DIRECTORS’ MEETINGS. No notice shall be required for regular meetings of the Board of Directors.
All special meetings of the Board of Directors shall be held upon not less than two day’s written notice stating the date, place and hour of meeting given to each director either personally or by mail. Notice of the date, time, place, or purpose of a regular or special meeting of the board of directors may be provided to a director by electronic transmission on consent of the director. The director may specify the form of electronic transmission to be used to communicate notice.
A written waiver of the required notice signed by a director entitled to the notice, before or after the meeting, is the equivalent of giving notice to the director who signs the waiver. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except where the directors attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
SECTION 3.10 QUORUM OF DIRECTORS. A majority of the number of directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Articles of Incorporation or these Bylaws. The directors at a meeting for which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the directors present at that meeting. Members of the Board of Directors may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other.
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SECTION 3.11 COMPENSATION. Directors shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board of Directors or committee thereof. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for services in that capacity.
SECTION 3.12 ACTION WITHOUT MEETING. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if all members of the Board of Directors or committee consent in writing or by electronic transmission and the writings or electronic transmissions are filed with the minutes of the proceedings of the Board of Directors.
SECTION 3.13 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by resolution adopted by a majority, may designate one or more directors to constitute one or more committees, to exercise the authority of the Board of Directors to the extent provided in the resolution of the Board of Directors and allowed under the Florida Business Corporation Act.
A committee of the Board of Directors does not have the authority to do any of the following:
| (a) | Approve or recommend to shareholders actions or proposals required by this act to be approved by shareholders. |
| (b) | Fill vacancies on the Board of Directors or any committee thereof. |
| (c) | Adopt, amend, or repeal the bylaws. |
| (d) | Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors. |
| (e) | Authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a voting group except that the Board of Directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the Board of Directors. |
The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
SECTION 3.14 DISCHARGE OF DUTIES. In discharging the duties of their respective positions, the Board of Directors and committees of the board may, in considering the best long term and short term interests of the corporation, consider the effects of any action (including without limitation, action which may involve or relate to a change or potential change in control of the corporation) upon employees, suppliers and customers of the corporation or its subsidiaries, communities in which offices or other establishments of the corporation or its subsidiaries are located, and all other pertinent factors.
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ARTICLE IV
OFFICERS
SECTION 4.1 POSITIONS AND ELECTION. The officers of the corporation shall be elected by the Board of Directors and shall be a President and a Secretary and any other officers, including assistant officers and agents, as may be deemed necessary by the Board of Directors. Any two or more offices may be simultaneously held by the same person.
Officers shall be elected annually at the meeting of the Board of Directors held after each annual meeting of shareholders. Each officer shall serve until a successor is elected and qualified or until the death, resignation, or removal of that officer. Vacancies or new offices shall be filled at the next regular or special meetings of the Board of Directors.
SECTION 4.2 REMOVAL. Any officer or agent may be removed by the Board of Directors with or without cause, whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
SECTION 4.3 OFFICERS’ DUTIES. The powers and duties of the officers of the corporation shall be as provided from time to time by the resolution of the Board of Directors. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by like officers of corporations similar in organization and business purposes to the Corporation subject to the control of the Board of Directors.
SECTION 4.4 AUTHORITY TO EXECUTE AGREEMENTS. All agreements of the corporation shall be executed on behalf of the corporation by the President or any Vice-President, or such other officer or employee of the corporation authorized in writing by the President, with such limitations or restrictions on such authority as the President deems appropriate.
ARTICLE VI
SHARE CERTIFICATES AND TRANSFER
SECTION 6.1 CERTIFICATES REPRESENTING SHARES. The Corporation shall deliver certificates representing shares to which shareholders are entitled, provided that the Board of Directors may provide by resolution that some or all of any class or series shall be uncertificated shares that may be evidenced by a book- entry system maintained by the registrar of the stock. If shares are represented by certificate, each certificate shall be consecutively numbered and shall be signed by the President or a Vice President and the Secretary or Assistant Secretary and may be sealed with the seal of the Corporation. Any or all signatures may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer before the certificate is issued, it may be issued by the Corporation with the same effect as if he or she were an officer at the date of its issuance.
Each certificate representing shares of the Corporation shall state upon the face thereof:
| ● | The name of the issuing corporation and that the corporation is organized under the laws of this state. |
| ● | The name of the person to whom issued; and |
| ● | The number and class of shares and the designation of the series, if any, the certificate represents. The Corporation shall, after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to the Florida Business Corporation Act. Except as otherwise expressly provided by law, the rights, and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid. No requirement of the Florida Business Corporation Act, with respect to matters to be set forth on certificates representing shares of the Corporation, shall apply to or affect certificates outstanding when the requirement first becomes applicable to the certificates; but the requirements shall apply to all certificates thereafter issued whether in connection with an original issue of shares, a transfer of shares or otherwise. |
SECTION 6.2 TRANSFERS OF SHARES. Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Transfers of share shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
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ARTICLE VII
DISTRIBUTIONS
SECTION 7.1 AUTHORIZATION. The Board of Directors of a corporation may authorize, and the corporation may make, distributions to its shareholders in cash, property, or shares of the corporation to the extent permitted by the Articles of Incorporation and the Florida Business Corporation Act.
SECTION 7.2 ELIGIBLE SHARES. Unless the Board of Directors fixes a record date, the record date for determining shareholders entitled to a distribution is the date of the resolution of the Board of Directors authorizing the distribution.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 SEAL. The Corporation may adopt a corporate seal in a form approved by the Board of Directors. The Corporation shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Corporation.
SECTION 8.2 CHECKS, DRAFTS, ETC. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by Resolution of the Board of Directors.
SECTION 8.3 FISCAL YEAR. The fiscal year of the Corporation shall be as determined by the Board of Directors.
SECTION 8.4 INVALID PROVISIONS. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.
SECTION 8.5 EMERGENCY BYLAWS AND EMERGENCY POWERS. The Board of Directors may adopt emergency bylaws in the event of an emergency, as defined in Section 607.0207(5) of the Florida Business Corporation Act, which shall cease to be effective upon termination of the emergency.
In anticipation of, or during an emergency as defined in Section 607.0303(5) of the Florida Business Corporation Act, the Board of Directors may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent, and may relocate the principal office or designate alternative principal offices or regional offices or authorize the officers to do so.
During an emergency as defined in Section 607.0303(5), notice of a meeting of the Board of Directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.
During an emergency as defined in Section 607.0303(5), the director, or directors in attendance at a meeting, or any greater number affixed by the emergency bylaws, constitute a quorum, and one or more officers of the corporation present at a meeting of the Board of Directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
To the extent consistent with the emergency bylaws adopted pursuant to this section, the regular bylaws of the corporation shall remain in full force and effect.
Action taken during an emergency as defined in Section 607.0303(5) shall be binding on the corporation.
Action taken during an emergency as defined in Section 607.0303(5), so long as taken in good faith and in the absence of willful misconduct, may not be used to impose liability on a corporate director, officer, employee, or agent.
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ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 9.1 AMENDMENT OF BYLAWS. These bylaws may be adopted, altered, amended, or repealed by the shareholders or the Board of Directors, but no by-law adopted by the shareholders may be altered, amended, or repealed by the Board of Directors if the bylaws so provide.
/s/ Wolfgang Ruecker
Wolfgang Ruecker
Dated: March 12, 2021
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Exhibit 5.1
FRANKLIN OGELE, P.A.
Attorney at Law
One Gateway Center, 26th FL
Newark, NJ 07102
www.ogelelaw.com
Email: fogele@msn.com
| Office: (973) 277 4239 | Bar Admissions: |
| Fax: (862) 772 3985 | New York and New Jersey |
June 30, 2022.
To the Board of Directors
Miami Breeze Car Care, Inc.
848 Brickell Ave, PH 5
Miami, Fl 33131
Ladies/Gentlemen:
We have acted as counsel to Miami Breeze Car Care, Inc. (the “Company” or “you”), in connection with the filing of a Registration Statement on Form S-1 (as it may be amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to the offering by the Selling Shareholders of 5,471,166 shares (the “Shares”) of the Company’s common stock, par value $0.001 at $3.00 per share (the “Common Stock”).
We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments, and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.
Based on the foregoing, and the laws of the State of Florida, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Registration Statement, the Shares are validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, | |
| /s/ Franklin Ogele | |
| Franklin Ogele, P.A. |
Exhibit 10.4
Miami Breeze Car Care, Inc.
Subscription Agreement
The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase shares of the common stock of Miami Breeze Car Care, Inc., (the “Company”), a Florida corporation for a purchase price of $3.00 Simultaneous with the execution and delivery of this confirmation to the Company, the undersigned is either delivering a check made payable to “Miami Breeze Car Care, Inc.” or sending a wire transfer payment to the Company’s account.
The undersigned acknowledges that he has received a copy of the prospectus of the Company, filed with the Securities and Exchange Commission (“Prospectus”) with respect to the offer and sale of the shares of stock being purchased.
The undersigned further acknowledges that although the shares of common stock being purchased from the Company are registered securities under the U.S. Securities Act of 1933, as amended, there may be restrictions on the resale of the shares imposed by the particular state law where the undersigned resides or in a jurisdiction outside of the United States. Accordingly, the undersigned will not offer to sell or sell the Shares in any jurisdiction unless the undersigned obtains all required consents, if any.
The undersigned understands that an investment in the shares is a speculative investment, which involves a high degree of risk and the potential loss of his entire investment. The undersigned is further aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the shares or the Company, or (iii) guaranteed or insured any investment in the Shares or any investment made by the Company. The undersigned understands that the price of the stock purchased hereby bears no relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company. The undersigned agrees and acknowledges that it has read all the information contained in the Prospectus, including without limitation, the Risk Factors contained therein.
| Date: _______________ | Amount of Investment: $___________ |
Number of Shares: __________
| 1. | Print Full Name of Investor: | |
| 2. | Permanent Address of Investor: | |
| 3. | Authorized Signatory: |
If Investor is an entity, provide copy of Articles of Incorporation, Certificate of Formation, or other evidence of existence, as well as a copy of board resolution or other evidence of authorization to purchase the shares of the Company.
Authorized signature of the President of Miami Breeze Car Care, Inc.
_____________________________________
| |
A-94/8, Wazirpur Industrial Area, Main Ring Road, Delhi-110052 +91 11 45596689 Web : www.ajsh.in E-mail : info@ajsh.in |
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation in the registration statement under The Securities Act of 1933 i.e, Form S-1 of Miami Breeze Car Care, Inc. (the “Company”) of our report dated August 12, 2022, with respect to the Financial Statements of the Company for the period ended December 31, 2021 and the related notes to the financial statements.
AJSH & Co LLP
New Delhi, India
August 12, 2022