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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: March 31, 2024

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission file number: 333-266854

 

 MIAMI BREEZE CAR CARE INC.

(Exact name of registrant as specified in its charter)

  

Florida   86-2579086
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

848 Brickell Ave, PH 5, Miami, FL   33131
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (786) 743-3017

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
N/A   N/A   N/A

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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
    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 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No  

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates based upon the closing price of $0.00 per share of common stock as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter), was $0.

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 33,606,966 shares of common stock are issued and outstanding as of May 14, 2024.

 

Documents Incorporated by Reference: None

 

 

 

   

 

  

MIAMI BREEZE CAR CARE INC.

FORM 10-Q

March 31, 2024

 

TABLE OF CONTENTS

 

      Page
PART I - FINANCIAL INFORMATION    
Item 1. Financial Statements   1
  Balance Sheets - As of March 31, 2024 (Unaudited) and December 31, 2023   1
  Statements of Operations - For the three months ended March 31, 2024 and 2023 (Unaudited)   2
  Statements of Changes in Shareholders’ Deficit - For the three months ended March 31, 2024 and 2023 (Unaudited)   3
  Statements of Cash Flows – For the three months ended March 31, 2024 and 2023 (Unaudited)   4
  Notes to Unaudited Financial Statements   5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   10
Item 3. Quantitative and Qualitative Disclosures About Market Risk   14
Item 4. Controls and Procedures   14
       
PART II - OTHER INFORMATION    
Item 1. Legal Proceedings   15
Item 1A. Risk Factors   15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   15
Item 3. Defaults Upon Senior Securities   15
Item 4. Mine Safety Disclosures   15
Item 5. Other Information   15
Item 6. Exhibits   16
       
SIGNATURES   17

 

 i 

 

  

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,”, “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

 

  our ability to obtain additional funds for our operations;

 

  our reliance on third party distributors and manufacturers;

 

  the initiation, timing, progress and results of our research and development programs;

 

  our dependence on current and future collaborators for developing new products;

 

  the rate and degree of market acceptance of our products;

 

  the implementation of our business model and strategic plans for our business;

 

  our estimates of our expenses, losses, future revenue and capital requirements, including our needs for additional financing;

 

  our reliance on third party suppliers to supply the materials and components for our products;

 

  our ability to attract and retain qualified key management and technical personnel;

 

  our financial performance;

 

  the impact of government regulation and developments relating to our competitors or our industry; and

 

  other risks and uncertainties, including those listed under the caption “Risk Factors.”

 

These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and elsewhere in this Report.

 

Any forward-looking statement in this Report reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry, and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Report completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

This Report also contains estimates, projections and other information concerning our industry, our business and the markets for car care products, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.

 

You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this Report. Except as required by law, we do not undertake any obligation to update or release any revisions to these forward-looking statements to reflect any events or circumstances, whether as a result of new information, future events, changes in assumptions or otherwise, after the date hereof.

 

 ii 

 

  

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

MIAMI BREEZE CAR CARE INC.

BALANCE SHEETS

 

           
   March 31,   December 31, 
   2024   2023 
   (Unaudited)     
ASSETS          
CURRENT ASSETS:          
Cash  $58,920   $74,889 
Inventory   103,776    103,933 
Prepaid expenses and other current assets   2,964    155 
Prepaid expenses - related party   17,870    20,870 
           
Total Current Assets   183,530    199,847 
           
NON-CURRENT ASSET:          
Deferred offering costs   10,000    - 
           
TOTAL ASSETS  $193,530   $199,847 
           
LIABILITIES AND SHAREHOLDERS' EQUITY          
           
CURRENT LIABILITIES:          
Accounts payable and accrued expenses  $28,909   $23,809 
           
Total Current Liabilities   28,909    23,809 
           
Total Liabilities   28,909    23,809 
           
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, 2024 and December 31, 2023   100    100 
Common stock; par value $0.0001: 500,000,000 shares authorized; 33,606,966 and 33,471,966 shares  issued and outstanding at March 31, 2024 and December 31, 2023, resprectively   3,361    3,347 
Additional paid-in capital   3,719,662    3,603,676 
Accumulated deficit   (3,558,502)   (3,431,085)
           
Total Shareholders' Equity   164,621    176,038 
           
Total Liabilities and Shareholders' Equity  $193,530   $199,847 
           

 

See accompanying notes to unaudited financial statements.

 

 1 

 

 

MIAMI BREEZE CAR CARE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

           
   For the Three
Months Ended
March 31,
   For the Three
Months Ended
March 31,
 
   2024   2023 
         
SALES  $1,703   $5,733 
           
COST OF SALES   959    2,660 
           
GROSS PROFIT   744    3,073 
           
OPERATING EXPENSES:          
Compensation and related benefits   -    18,468 
Advertising and promotion   2,313    8,192 
Professional fees (includes stock-based professional fees of $40,000 and $266,667 for the three months ended March 31, 2024 and 2023, respectively)   55,625    277,717 
Professional fees - related party   62,000    43,500 
General and administrative expenses   7,555    12,537 
           
Total Operating Expenses   127,493    360,414 
           
LOSS FROM OPERATIONS   (126,749)   (357,341)
           
OTHER INCOME (EXPENSE):          
Foreign currency transaction (loss) gain   (668)   511 
           
Total Other Income (Expense)   (668)   511 
           
NET LOSS  $(127,417)  $(356,830)
           
NET LOSS PER COMMON SHARE:          
Basic and diluted  $(0.00)  $(0.01)
           
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:          
Basic and diluted   33,527,955    33,471,966 

 

See accompanying notes to unaudited financial statements.

 

 2 

 

 

MIAMI BREEZE CAR CARE INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

 

                                    
                   Additional       Total 
   Preferred Stock   Common Stock   Paid-in   Accumulated   Shareholders' 
   # of Shares   Amount   # of Shares   Amount   Capital   Deficit   Equity 
                             
Balance, December 31, 2023   1,000,000   $100.00    33,471,966   $3,347.00    3,603,676   $(3,431,085.00)  $176,038 
                                    
Common stock issued for services   -    -    40,000    4    39,996    -    40,000 
                                    
Common stock issued for cash   -    -    95,000    10    75,990    -    76,000 
                                    
Net loss   -    -    -    -    -    (127,417)   (127,417)
                                    
Balance, March 31, 2024   1,000,000   $100    33,606,966   $3,361   $3,719,662   $(3,558,502)  $164,621 

 

                   Additional       Total 
   Preferred Stock   Common Stock   Paid-in   Accumulated   Shareholders' 
   # of Shares   Amount   # of Shares   Amount   Capital   Deficit   Equity 
                             
Balance, December 31, 2022   1,000,000   $100.00    33,471,966   $3,347.00    3,603,676   $(2,580,173.00)  $1,026,950 
                                    
Net loss   -    -    -    -    -    (356,830)   (356,830)
                                    
Balance, March 31, 2023   1,000,000   $100    33,471,966   $3,347   $3,603,676   $(2,937,003)  $670,120 

 

See accompanying notes to unaudited financial statements.

 3 

 

 

MIAMI BREEZE CAR CARE INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

           
   For the Three
Months Ended
March 31,
   For the Three
Months Ended
March 31,
 
   2024   2023 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(127,417)  $(356,830)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based professional fees   40,000    266,667 
Change in operating assets and liabilities:          
Inventory   157    664 
Prepaid expenses and other current assets   (2,809)   - 
Prepaid expenses - related party   3,000    - 
Accounts payable   5,100    (774)
           
NET CASH USED IN OPERATING ACTIVITIES   (81,969)   (90,273)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Payment of deferred offering costs   (10,000)   - 
Proceeds from sale of common stock   76,000    - 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES   66,000    - 
           
NET DECREASE IN CASH   (15,969)   (90,273)
           
CASH, beginning of period   74,889    462,729 
           
CASH, end of period  $58,920   $372,456 
    -      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Cash paid for:          
Interest  $-   $- 
Income taxes  $-   $- 

 

See accompanying notes to unaudited financial statements. 

 

 4 

 

 

MIAMI BREEZE CAR CARE INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

 

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

 

Emerging Growth Company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may 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 independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

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 $127,417 and $356,830 for the three months ended March 31, 2024 and 2023, respectively.  The Company has an accumulated deficit of $3,558,502 and $3,431,085 on March 31, 2024 and December 31, 2023, respectively. The net cash used in operations was $81,969 and $90,273 for the three months ended March 31, 2024 and 2023, respectively. 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 financing 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 three months ended March 31, 2024 and 2023 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, 2024 and December 31, 2023. 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:

 

 5 

 

 

MIAMI BREEZE CAR CARE INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

 

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 sheets for cash, inventory, prepaid expenses, deferred offering costs, 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, 2024 and December 31, 2023.

 

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 the 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. During the three months ended March 31, 2024 and 2023, the Company did not write off obsolete and expired inventory. On March 31, 2024 and December 31, 2023, inventory amounted to $103,776 and $103,933, respectively.

 

Prepaid Expenses

 

Prepaid expenses include the value of fully vested and non-forfeitable shares issued prior to the services being performed, and other prepaid expenses, which are amortized into expense over the term of the respective agreement or as services are performed. Prepaid expenses amounted to $20,834 (including prepaid expenses – related party of $17,870) and $21,025 (including prepaid expenses – related party of $20,870) on March 31, 2024 and December 31, 2023, 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

 

In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:

 

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The Company sells its products, which include standard warranties, primarily to consumers. Product sales are recognized at a point in time when the products are 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 products shipped to customers are included in general and administrative expenses. Shipping and handling costs charged to customers are included in sales.

 6 

 

 

MIAMI BREEZE CAR CARE INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

 

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, 2024 and 2023, advertising costs charged to operations were $2,313 and $8,192, respectively.

 

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, 2024 and December 31, 2023, 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 periods ended on December 31, 2023 and 2022. The Company recognizes interest and penalties related to uncertain income tax positions in other expenses. However, no such interest and penalties were recorded as of March 31, 2024 and December 31, 2023.

 

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 March 31, 2024 and December 31, 2023, 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.

 

Segment Reporting

 

During the three months ended March 31, 2024 and 2023, the Company operated in one reportable business segment.

 

Recent Accounting Pronouncements

  

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.

 

 7 

 

 

MIAMI BREEZE CAR CARE INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

 

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, 2024 and December 31, 2023, 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 Preferred Stock (“Certificate of Designations”) provides that the Series A Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meetings 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 dividend shall be declared or paid to the Series A Preferred Stock.

 

In 2021, the Company issued 1,000,000 shares of its Series A preferred stock to the founders of the Company. The Series A preferred shares have no stated or face value.

 

Common Stock

 

Sale of Common Stock

 

On March 13, 2024, the Company entered into a private placement subscription agreement (the “Subscription Agreement”) with an investor (the "Investor”). In connection with the Subscription Agreement, the Company issued 95,000 shares of its common stock to the Investor for cash proceeds of $76,000, or $0.80 per share.

 

Issuance of Common Stock for Services

 

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 three months ended March 31, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $250,000 respectively. On March 31, 2024 and December 31, 2023, prepaid expenses related to these shares amounted to $0 and $0.

 

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. During the three months ended March 31, 2024 and 2023, the Company recorded stock-based-professional fees of $0 and $12,500, respectively. On March 31, 2024 and December 31, 2023, prepaid expenses amounted to $0 and $0.

 

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, for the three months ended March 31, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $4,167, respectively. On March 31, 2024 and December 31, 2023, prepaid expenses amounted to $0 and $0, respectively.

 

 8 

 

 

MIAMI BREEZE CAR CARE INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

(Unaudited)

 

On January 4, 2024, the Company amended its agreement with Rafael Scotoni (the “Consultant”) dated April 1, 2022, whereby the Consultant agreed to serve as the non-exclusive Head of Business of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding business development. These services encompassed researching, introducing, and negotiating with new manufacturers for hanging air fresheners, as well as developing a comprehensive master distributor business plan tailored for Austria and Switzerland. The amended agreement extended the term to March 31, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of two hundred and fifty thousand (250,000) shares of common stock of the Company to the Consultant over the term of the amended agreement. In connection with this agreement, the Company issued 40,000 shares of its common stock to the Consultant for services rendered for the period from January 1, 2024, to March 31, 2024. These shares were valued at $40,000, or $1.00 per common share, based on the value of services provided. During the three months ended March 31, 2024, the Company recorded stock-based professional fees of $40,000.

 

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 (not insured by the Federal Deposit Insurance Company (FDIC)). On March 31, 2024 and December 31, 2023, the Company had approximately $0 of cash in financial institutions that were not insured. The Company has not experienced any losses in such accounts through March 31, 2024.

 

Sales Concentration

 

During the three months ended March 31, 2024, 96.6% of the Company’s sales were generated in Europe. No customer accounted for 10% of sales.

  

NOTE 5 – RELATED PARTY TRANSACTIONS

  

GH Bill, Inc.

   

On March 1, 2022, the Company entered into a ten-month business operations agreement with GH Bill. In connection with this agreement, the Company paid a monthly service fee of $4,000 to GH Bill for administration and back-office services. Beginning in June 2022, this monthly service fee was increased to $8,500 per month. In January 2023, this monthly service fee was increased to $14,500 per month, and in August 2023, this monthly service fee was increased to $18,500 per month. In addition, during the three months ended March 31, 2024 and 2023, the Company paid additional service fees of $6,500 and $0, respectively. In connection with this consulting agreement, for the three months ended March 31, 2024 and 2023, the Company recorded professional fees – related party of $62,000 and $43,500, respectively.

 

RN Consulting GmbH

 

On April 28, 2021, the Company entered into a two-year Brand Ambassador Agreement with RN Consulting GmbH, a company owned by Romain Grosjean, a race car driver, pursuant to which Romain Grosjean will, among other promotional engagements for the Company, serve as Brand Ambassador to the Company and its products, including carrying the Company’s branding on his race car suit at the NTT Indy Series sporting events. The Company has agreed and has already issued 2,000,000 shares of restricted stock common stock as compensation to RN Consulting. In addition, RN Consulting shall receive $1.00 for each 16oz bottle or gallon of the Company’s product sold on the Company’s Amazon account. The Brand Ambassador Agreement was renewed for an additional 24 months on March 20, 2023 with automatic renewal clause for each subsequent 24 months term.

 

NOTE 6 – SUBSEQUENT EVENTS

 

 The Company has evaluated events subsequent to the balance sheet date through May 13, 2024 the date these financial statements were available to be issued. The Company determines that there are no significant subsequent events.

 

 9 

 

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes and other financial information included in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described under the heading “Cautionary Note Regarding Our Forward-Looking Statements” elsewhere in this Report. You should review the disclosure under the heading “Risk Factors” in this Report 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.

 

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 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.

 

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our financial statements contained in this Report, which have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). You should read the discussion and analysis together with such financial statements and the related notes thereto.

 

12-Month Outlook and Roll Out of Production

 

During the next 12 months, we intend to grow production and sales through placement of sponsored ads on Amazon.com, Facebook and other digital media platforms to create product awareness to drive customers to our product. As of May 14, 2024, we have approximately $59,000 in cash and have estimated $740,000 for projected expenses on SEC reporting, legal, accounting and compliance, working capital/overhead and marketing and advertising for the next 12-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  

 

Our cash resources as of May 14, 2024 will not be sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and sales, or if our planned digital campaigns were to fail, we will be unable to execute on our projected operations for the next 12 months. In that event, we will be forced to cut down on our planned marketing and advertising campaigns, which will negatively affect our business, results of operations and financial condition. While we intend to engage in several equity or debt financings, there is no assurance that these will occur, nor can we assure our shareholders that we will not be required to obtain additional financing on terms that are not dilutive of their interests. 

 

Going Concern

 

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. Our 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, we had a net loss of $127,417 and $356,830 for the three months ended March 31, 2024 and 2023, respectively. The net cash used in operations was $81,969 and $90,273 for the three months ended March 31, 2024 and 2023, respectively. No substantial revenues are anticipated until we have implemented our plan of operations. These factors raise substantial doubt about our 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 we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. We are seeking to raise capital through additional debt and/or equity financing to fund our operations in the future. Although we have historically raised capital from sales of common shares, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the near future, management expects we will need to curtail its operations. Our 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.

 

 10 

 

  

Basis of Presentation

 

The financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) and the requirements of the Securities and Exchange Commission.

 

Critical Accounting Estimates

 

This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies and significant estimates are more fully described in Note 1 in the “Notes to Financial Statements”, we believe the following estimates are critical to the process of making significant judgments and estimates in preparation of our financial statements.

 

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.

 

Recently Issued Accounting Pronouncements

 

Refer to the notes to the unaudited financial statements.

 

Results of Operations

 

Revenue

 

During the three months ended March 31, 2024 and 2023, we generated revenues of $1,703 and $5,733, respectively, an decrease of $4,030, or 70.3%. Since inception, a majority of the Company’s sales were generated in Europe. No customer accounted for over 10% of sales. The decrease in sales was attributable to our lack of marketing efforts. In December 2022, the Company commenced sales on Amazon.com and to date sales have been minimal.

 

Cost of Sales

 

For the three months ended March 31, 2024 and 2023, cost of sales amounted to $959 and $2,660, respectively, an decrease of $1,701 or 63.9%. The decrease is primarily attributable to the decrease in sales as described above.

 

Operating expenses

 

For the three months ended March 31, 2024, operating expenses amounted to $127,493 as compared to $360,414 for the three months ended March 31, 2023, a decrease of $232,921, or 64.6%. For the three months ended March 31, 2024 and 2023, operating expenses consisted of the following:

 

   

Three Months Ended

March 31,

 
    2024     2023  
Compensation and related benefits   $ -     $ 18,468  
Advertising and promotion     2,313       8,192  
Professional fees     55,625       277,717  
Professional fees - related party     62,000       43,500  
General and administrative expenses     7,555       12,537  
Total Operating Expenses   $ 127,493     $ 360,414  

 

 11 

 

  

Compensation and related benefits

 

Compensation and related expenses include salaries, stock-based compensation, health insurance and other benefits.

 

For the three months ended March 31, 2024 and 2023, compensation and related benefits amounted to $0 and $18,468, respectively, a decrease of $18,468, or 100.0%. The decrease was solely attributable to a decrease in compensation and related expenses.

 

Advertising and promotion

 

During the three months ended March 31, 2024 and 2023, advertising and promotion expenses amounted to $2,313 and 8,192, respectively, a decrease of $5,879, or 71.8%. The decrease was primarily attributable to the decrease in advertising campaigns in Europe to promote our products related to cost-cutting measures of $5,668.

 

Professional fees

 

During the three months ended March 31, 2024 and 2023, we reported professional fees of $55,625 and $277,717, respectively, a decrease of $222,092, or 80.0%. The decrease was primarily attributable to the decrease in stock-based consulting and legal fees of $226,667, offset by an increase in accounting fees of $5,150.

 

Professional fees – related parties

 

During the three months ended March 31, 2024 and 2023, we incurred $62,000 and $43,500 in professional fees – related parties, an increase of $18,500, or 42.5%. This increase was solely attributable to an increase in fees paid to GH Bill, pursuant to a business operations agreement with GH Bill. In connection with this agreement, we paid a monthly service fee ranging from $4,000 to $18,500 to GH Bill for administration and back-office services. Beginning in June 2022, this monthly service fee was increased from $4,000 to $8,500 per month, in January 2023, the monthly fee was increased to $14,500, and in August 2023, the monthly fee was increased to $18,500. In addition, during the three months ended March 31, 2024 and 2023, we paid additional service fees of $6,500 and $0, respectively.

 

General and administrative expenses

 

During the three months ended March 31, 2024 and 2023, general and administrative expenses amounted to $7,555 and $12,537, a decrease of $4,982, or 39.7%. This decrease was primarily attributable to a decrease in software and technology expenses of $6,124, offset by an increase in office expenses of $539 and bank service charges of $392.

 

Loss from Operations

 

For the three months ended March 31, 2024, loss from operation amounted to $126,749 as compared to $357,341 for the three months ended March 31, 2023, a decrease of $230,592 or 64.5%. The decrease was primarily a result of the changes in revenue, cost of sales and operating expenses as discussed above.

 

Other Income (Expenses)

 

Other income (expenses) solely consisted of foreign currency transaction gain (loss). During the three months ended March 31, 2024 and 2023, we reported other income (expenses) of $(668) and $511, respectively, a negative change of $1,179 or 230.7%.

 

Net Loss

 

Due to the foregoing reasons, during the three months ended March 31, 2024 and 2023, our net loss was $127,417, or $(0.00) per common share (basic and diluted) and $356,830, or ($0.01) per common share (basic and diluted), respectively, a decrease of $229,413, or 64.3%.

 

Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had working capital of $154,621 and $58,920 in cash as of March 31, 2024, and working capital of $176,038 and $74,889 in cash as of December 31, 2023, respectively.

 

 12 

 

  

    March 31,
2024
    December 31,
2023
    Working
Capital
Change
    Percentage
Change
 
Working capital:                        
Total current assets   $ 183,530     $ 199,847     $ (16,317 )     (8.2 )%
Total current liabilities     (28,909 )     (23,809 )     (5,100 )     (21.4) %
Working capital   $ 154,621     $ 176,038     $ (21,417 )     (12.2 )%

 

The decrease in working capital of $21,417 was primarily attributable to a decrease in current assets of $16,317 primarily due to a decrease in cash of $15,969, a decrease in prepaid expenses of $191, a decrease in inventory of $157, and an increase in current liabilities of $5,100.

 

The 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, we had a net loss of $127,417 and $356,830 for the three months ended March 31, 2024 and 2023, respectively. Net cash used in operations was $81,969 and $90,273 for the three months ended March 31, 2024 and 2023. Additionally, as of March 31, 2024 and December 31, 2023, we had an accumulated deficit of $3,558,502 and $3,431,085, respectively, and have generated minimal revenues since inception. 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 financing 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.

  

Our primary uses of cash have been for compensation and related expenses, fees paid to third parties for professional services, advertising and promotion expenses, and general and administrative expenses. All funds received have been expended in the furtherance of growing the business. We received funds from the sale of our common stock. The following trends are reasonably likely to result in changes in our liquidity over the near to long term:

 

  An increase in working capital requirements to finance our current business;
  Product development fees;
  Addition of administrative, and sales personnel as the business grows;
  The cost of being a public company;
  Marketing expense for building brand; and
  Capital requirements for production capacity

  

Cash Flow Activities for the Three Months Ended March 31, 2024 and 2023

 

The following table shows a summary of our cash flows for the three months ended March 31, 2024 and 2023.

 

    Three Months Ended
March 31,
 
    2024     2023  
Net cash used in operating activities   $ (81,969 )   $ (90,273 )
Net cash provided by financing activities     66,000       -  
Net decrease in cash     (15,969 )     (90,273 )
Cash - beginning of the year     74,889       462,729  
Cash - end of the year   $ 58,920     $ 372,456  

 

Cash Flows from Operating Activities

 

Net cash used in operating activities totaled $81,969 and $90,723 for the three months ended March 31, 2024 and 2023, respectively, a decrease of $8,304.

 

Net cash used in operating activities for the three months ended March 31, 2024 primarily reflected a net loss of $127,417 adjusted for the add-back (reduction) of non-cash items consisting of stock-based professional fees of $40,000, offset by changes in operating assets and liabilities primarily consisting of a decrease in inventory of $157, an increase in prepaid expenses and other current assets of $2,809, a decrease in prepaid expenses – related party of $3,000, and an increase in accounts payable of $5,100.

 

 13 

 

  

Net cash used in operating activities for the three months ended March 31, 2023 primarily reflected a net loss of $356,830, adjusted for the add-back (reduction) of non-cash items consisting of stock-based professional fees of $266,667, offset by changes in operating assets and liabilities primarily consisting of a decrease in inventory of $664, and a decrease in accounts payable of $774.

 

Cash Flows from Investing Activities

 

For the three months ended March 31, 2024 and 2023, there was no net cash used in or provided by investing activities.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2024 was $66,000. This primarily consists of proceeds from the sale of common stock of $76,000, offset by payment of deferred offering cost of $10,000. There was no cash used in or provided by financing activities for the three months ended March 31, 2023.

 

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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures

 

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) and 15d-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of March 31, 2024, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting.

 

Internal control over financial reporting

 

Management’s quarterly report on internal control over financial reporting

 

Our management, including our principal executive officer and principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2024. Our management’s evaluation of our internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of March 31, 2024, our internal control over financial reporting was not effective.

 

The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses in our internal control over financial reporting:

 

(1) We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements. To mitigate the current limited resources and limited employees, we rely heavily on the use of external legal and accounting professionals.

 

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(2) a lack of adequate segregation of duties as a result of our limited financial resources to support hiring of personnel.

 

Until such time as we expand our staff to include additional accounting and executive personnel, it is likely we will continue to report material weaknesses in our internal control over financial reporting.

 

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

Limitations on Effectiveness of Controls

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting during the first quarter of our fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

  

We are not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations, or cash flows.

 

ITEM 1A. RISK FACTORS

 

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 15, 2024 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

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ITEM 6. EXHIBITS

 

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.

 

Exhibit Number   Description of Exhibit
     
3.1   Original and Amended Articles of Incorporation as filed on February 25, 2021 and February 18, 2022, respectively (incorporated by reference to Exhibit 3.1 in our Form S-1 as filed on August 15, 2022).
3.2   Bylaws of Miami Breeze Car Care, Inc., as amended, dated September 30, 2022 (incorporated by reference to Exhibit 3.2 in our Form S-1/A as filed on January 20, 2023).
5.1   Opinion of Franklin Ogele, Esq. as to the legality of securities registered as dated June 30, 2022 (incorporated by reference to Exhibit 5.1 in our Form S-1 as filed on August 15, 2022).
5.2   Amended Opinion of Counsel dated October 21, 2023 (incorporated by reference to Exhibit 5.1A in our Form S-1/A as filed on October 31, 2023).
10.1   Product Formulation Agreement as filed on November 9, 2022 (incorporated by reference to Exhibit 10.1 in our Form S-1/A as filed on January 20, 2023).
10.2   Car Care Product Development and Manufacturing Agreement as filed on March 23, 2023 (incorporated by reference to Exhibit 10.1A in our Form S-1/A as filed on March 24, 2023).
10.3   Brand Ambassador Agreement as filed on April 28, 2021 (incorporated by reference to Exhibit 10.2 in our Form S-1/A as filed on January 20, 2023).
10.4   Addendum to the Brand Ambassador Agreement as filed on March 23, 2023 (incorporated by reference to Exhibit 10.2A in our Form S-1/A as filed on March 24, 2023).
10.5   Independent Marketing Consultant Agreement dated April 16, 2021 (incorporated by reference to Exhibit in our Form S-1/A as filed on October 31, 2023).
10.6   Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 in our Form S-1 as filed on August 15, 2022).
23.1*   Consent of independent registered public accounting firm.
31.1*   Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*   Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   INLINE XBRL INSTANCE DOCUMENT
101.SCH*   INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL*   INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF*   INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB*   INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE*   INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
104 *   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

+ Indicates a management contract or any compensatory plan, contract or arrangement.
   
* Filed herewith
   
** Furnished herewith

 

 16 

 

  

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC.

 

Exhibit Number   Description of Exhibit
     
3.1   Original and Amended Articles of Incorporation as filed on February 25, 2021 and February 18, 2022, respectively (incorporated by reference to Exhibit 3.1 in our Form S-1 as filed on August 15, 2022).
3.2   Bylaws of Miami Breeze Car Care, Inc., as amended, dated September 30, 2022 (incorporated by reference to Exhibit 3.2 in our Form S-1/A as filed on January 20, 2023).
5.1   Opinion of Franklin Ogele, Esq. as to the legality of securities registered as dated June 30, 2022 (incorporated by reference to Exhibit 5.1 in our Form S-1 as filed on August 15, 2022).
5.2   Amended Opinion of Counsel dated October 21, 2023 (incorporated by reference to Exhibit 5.1A in our Form S-1/A as filed on October 31, 2023).
10.1   Product Formulation Agreement as filed on November 9, 2022 (incorporated by reference to Exhibit 10.1 in our Form S-1/A as filed on January 20, 2023).
10.2   Car Care Product Development and Manufacturing Agreement as filed on March 23, 2023 (incorporated by reference to Exhibit 10.1A in our Form S-1/A as filed on March 24, 2023).
10.3   Brand Ambassador Agreement as filed on April 28, 2021 (incorporated by reference to Exhibit 10.2 in our Form S-1/A as filed on January 20, 2023).
10.4   Addendum to the Brand Ambassador Agreement as filed on March 23, 2023 (incorporated by reference to Exhibit 10.2A in our Form S-1/A as filed on March 24, 2023).
10.5   Independent Marketing Consultant Agreement dated April 16, 2021 (incorporated by reference to Exhibit in our Form S-1/A as filed on October 31, 2023).
10.6   Form of Subscription Agreement (incorporated by reference to Exhibit 10.4 in our Form S-1 as filed on August 15, 2022).
23.1*   Consent of independent registered public accounting firm.
31.1*   Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*   Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**   Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   INLINE XBRL INSTANCE DOCUMENT
101.SCH*   INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL*   INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF*   INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB*   INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE*   INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
104 *   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

+ Indicates a management contract or any compensatory plan, contract or arrangement.
   
* Filed herewith
   
** Furnished herewith

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  MIAMI BREEZE CAR CARE INC.
     
Date: May 14, 2024 By: /s/ Wolfgang Ruecker
    Wolfgang Ruecker
    Chief Executive Officer, Chief Financial Officer, and Chairman of the Board

 

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