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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended: December 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

 (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

(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

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

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.

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).

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, 2024 (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: 13,606,966 shares of common stock are outstanding
as of March 31, 2025.

 Documents Incorporated by Reference: None

 FORM 10-K

 December 31, 2024

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 i

 Cautionary Note Regarding Forward-Looking Statements

 This Annual Report on Form
10-K (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

 ITEM 1. BUSINESS

 The following discussion
should be read in conjunction with our financial statements and the related notes to the financial statements that appear elsewhere in
this Report.

 As used in this Report and
unless otherwise indicated, the terms "Miami Breeze," "Company," "we," "us," or "our"
refer to Miami Breeze Car Care Inc., as the context may require.

 Overview

 We were incorporated
on February 25, 2021 in the State of Florida. We are a developer and distributor of automotive care products that provide a long-lasting,
new car scent. We have collaborated with chemical engineers and mixers/perfumers resulting in what we believe delivers the perfect sensory
experience for a luxury car.

 A change in control of the registrant occurred
on October 29, 2024. The person who acquired such control is Harald Gietmann. The events that resulted in the change in control were the
Board Resolution appointing Mr. Gietmann as a director of the Company, holding the offices of President, Chief Executive Officer, and
Chief Financial Officer of the Company, and the stock purchase agreement between GH Bill, Inc. and Harald Gietmann, whereby 100% of the
Company's Series A Preferred Stock and 6,000,000 shares of the Company's common stock were purchased by Mr. Gietmann. Holders
of the Company's Series A Preferred Stock are entitled to vote with the holders of other classes of stock of the Company, and are
entitled to sixty-five percent (65%) of all votes (including, but not limited to, common stock and other classes of stock) entitled to
vote at each meeting of the shareholders of the Company (and written actions of the shareholders in lieu of meetings) with respect to
any and all matters presented to the shareholder of the Company for their action or consideration. The basis of the control includes the
appointment as a director and officer of the Company and acquisition of 100% of the Company's Series A Preferred Stock now beneficially
owned directly or indirectly by Harald Gietmann (via a stock purchase agreement between GH Bill, Inc., prior holder of 100% of the Company's
Series A Preferred Stock and 6,000,000 shares of common stock, and Harald Gietmann). The amount of the consideration in purchasing the
Series A Preferred Stock was $40,000.

 On February 28, 2025, the Company completed the
acquisition of 100% ownership of Gin City Group, Inc, a Florida corporation and its wholly- owned subsidiary, Gincity GmbH, a German-based
corporation. The transaction was completed by and between the Company and the shareholders of Gin City Group, Inc., represented by the
holder of the Series A Super Voting Preferred Stock of Gin City Group, Inc., Harald Gietmann, who has a material relationship with the
Company, via his appointment as a director and officer of the Company, and through his acquisition of 100% of the Series A Preferred Stock
of the Company as described below. The nature and amount of consideration given or received for the assets was exactly one (1) share of
the Company's common stock, par value $0.0001 per share, for each one (1) share of Gin City Group, Inc. held as of the record date
of February 19, 2025, for a total of exactly 20,730,050 shares of the Company's common stock to be issued to those shareholders
of Gin City Group, Inc. As GH Bill, Inc. and Harald Gietmann have an interest in both the Company and Gin City Group Inc, the parties
have agreed to return their shares of the newly issued common stock of the Company pursuant to the Acquisition to treasury. As a result,
the total amount of shares issued pursuant to the Acquisition will be 14,030,050 of common stock of the Company.

 Gin City is an innovative luxury lifestyle company
primarily focused on brand development and international expansion, following the success of its flagship location in Munich, Germany.
Gin City plans to launch new venues in exclusive hotspots, including Miami, Ibiza, Dubai, and London.

 In addition to expanding its venue footprint,
Gin City is preparing to introduce a licensing model to further grow its international presence. The brand is also set to expand its premium
product portfolio, which includes:

 Gin City Original London Dry Gin

 Gin City Zero (alcohol-free gin)

 Gin City Gin-Tonic (ready-to-drink can)

 Gin City Tonic

 Gin City Group Inc. specializes in delivering
exceptional nightlife experiences and creating new immersive entertainment concepts in the heart of the world's most vibrant metropolitan
cities. The company stands out with its unique venues and extraordinary concepts.

 Our Business

 Product Offerings

 Miami Breeze has developed a unique formula that
helps simulate a new car smell. Our car cleaning spray and leather conditioner will have a car's interior smelling brand new. The interior
cleaner ensures that the car looks and feels fresh and clean,

 Formulated to thoroughly clean and protect all
hard interior surfaces, our cleaner lifts dust and grime and leaves a shield of protection from fading, cracking and harmful UV rays.
Perfect for dashboards, interior panels and plastic, rubber or vinyl trim, the immaculate matt finish is complemented by the long-lasting
Miami Breeze luxury new car scent.

 Commercial Market Strategy

 We are passionate about bringing our unique, luxury
new car scent technology to the automotive car market. We intend to target the following customers.

 Pre-owned car dealers

 Luxury car owners

 Digital savvy millennials

 Automotive dealers and car wash outfits

 Rental car/Ride share operators: Uber, Lyft, Zoom car, Turo, etc.

 Online Influencers

 Car enthusiasts

 Caravan and camping enthusiasts

 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 include wheel care, tire shine, interior-exterior
care, glass cleaner, paint cleaning and protection, paint restoration and many more.

 The Global Car Care Products Market Size was estimated
at $11.2 billion in 2024 and is expected to grow at a CAGR of 3.9% from 2025 to 2030, driven by rising awareness of vehicle maintenance
and the increase in vehicle ownership. The demand for high-quality car care products is expected to surge as more people become conscious
of the importance of maintaining their vehicles for longevity and performance. The rise in vehicle ownership, especially in developing
regions, has led to the expansion of the customer base. This has led to higher investments in car care products, innovations in formulations,
and growing market size to cater to the diverse needs of vehicle owners globally. The increase in disposable incomes and growing interest
in vehicle aesthetics are also projected to accelerate the car care products industry's growth. As consumers have more spending power,
they are investing in premium car care products to enhance the appearance of their vehicles and maintain their longevity. The emphasis
on vehicle aesthetics, such as exterior detailing, interior cleaning, and customization, has increased demand for specialized car care
solutions. Furthermore, the expanding automotive industry and the desire to preserve car value are expected to promote market expansion. 1

 Car Care Products market is segmented by region,
by country, company, type, application and by sales channels. The industry is segmented by product type: Cleaning Products, Repair Products,
Protection Products, Car Cleaning Accessories, Technical Care Product, and Antifreeze. The market is witnessing faster growth in Asia
Pacific and North America. The growth can be attributed to the increasing demand from the growing automotive sector in key economies such
as the U.S., Mexico, China, and India. The market is expected to be driven by the growth of the automotive industry around the world.
The industry is expected to grow further due to the increasing disposable income in developing countries, along with the increasing consumer
awareness regarding vehicle repair and maintenance. Moreover, an increase in the importance of aesthetics in automobiles, especially private
vehicles, is expected to benefit the industry dynamics during the forecast period. Also, increasing awareness for maintaining car aesthetics
and use of e-commerce platforms to increase customer base by major car care product manufacturers has promoted the growth of the market.

 We are focused on Protection Products and Car
Cleaning Accessories and have generated minimal revenue.

 (

 Seasonality

 Our business can be affected by weather conditions. Extremely hot or
cold weather generally results in may decrease customers use of our products, which generally leads to a decrease in our sales for the
duration of the extreme weather event. We expect demand for our products to be down in Europe and North America during winter seasons.

 Suppliers and Source of Production

 We intend to rely on a third-party plant to manufacture
our products. We also intend to rely on third party suppliers of perfumes and other ingredients required for the formulation of our products.
The Company entered into Car Care Development and Manufacturing Agreement (herein, "Manufacturing Agreement") with CleanCompany
Systemzentrale GmbH ("CleanCompany") on January 4, 2023. Under the terms of the Manufacturing Agreement, CleanCompany agrees
to manufacture, and package, according to our specifications, and deliver the finished products to us. CleanCompany shall source all necessary
ingredients to manufacture the following products to ensure that they meet our quality expectations; provide the mixing and experimentation
of such products for Miami Breeze Car Care and package the finished products to be shipped to the destinations as directed by us. Payment
term is 50% at the placement of order and 50% at delivery. The initial term of the Agreement is 3 years.

 Intellectual Property

 None.

 Research and Development

 We did not incur any research and development
expenses during 2024 and 2023.

 Competition

 We face competition from alternative car care
products in the market, Competitive factors include price, product quality, breadth of product line, range of applications, customer service
and the growth of e-commerce. All our products are subject to competition with similar products offered by other providers. Some of these
competitors are divisions and subsidiaries of companies much larger than us who possess a longer history of operations and greater financial
and other resources than we do. We also face competition from auto part stores and car dealerships who sell through their dealerships
many of the similar products that we sell.

 Employees

 We do not have employees; our CEO and sole Director,
Mr. Harald Gietmann, devotes as many hours required to implement our business plan, including coordination with third parties that manufacture
our car care products. We outsource our administrative functions to GH Bill, a company owned by our former CEO, Mr. Wolfgang Ruecker,
and to other third parties. However, we plan to hire employees as we proceed with the implementation of our business plan.

 Corporate History

 We were incorporated
on February 25, 2021 in the State of Florida.

 Available Information

 Our website address is www.miami-breeze.us.
The contents of, or information accessible through, our website is not part of this Annual Report on Form 10-K, and our website address
is included in this document as an inactive textual reference only. We make our filings with the U.S. Securities and Exchange Commission
("SEC"), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish
such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC's Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other
information. The address of the SEC's website is www.sec.gov. The information contained in the SEC's website is not
intended to be a part of this filing.

 ITEM 1A. RISK FACTORS

 Investing in our common
stock involves a high degree of risk. You should not invest in our stock unless you are able to bear the complete loss of your investment.
You should carefully consider the risks described below, as well as other information provided to you in this annual report on Form 10-K,
including information in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Cautionary Note Regarding Forward-Looking Information" before making an investment decision. The risks and uncertainties
described below are not the only ones facing Maimi Breeze. Additional risks and uncertainties not presently known to us or that we currently
believe are immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial
condition or results of operations could be materially adversely affected, the value of our common stock could decline, and you may lose
all or part of your investment.

 RISKS RELATED TO OUR BUSINESS

 We have only a limited history upon which
an evaluation of our prospects and future performance can be made and have no history of profitable operations.

 We were incorporated in 2021 and have a limited
history upon which an evaluation of our prospects and future performance can be made and have no history of profitable operations. Moreover,
we are subject to all the risks inherent in developing a new business enterprise. Our likelihood of success must be considered in light
of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with establishing a new business
and the competitive and regulatory environment in which we operate. We may sustain losses in the future as we implement our business plan.
We have not yet achieved positive cash flow on a monthly basis during any fiscal year including the fiscal years ended December 31, 2024
and 2023, and there can be no assurance that we will ever generate sufficient revenues or operate profitably.

 You should further consider, among other factors,
our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages. For
example, we can experience unanticipated expenses, delays and complications with product development, product shortages, and supply disruption.
We may not successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so,
it could materially harm our business to the point of having to cease operations and could impair the value of our common stock to the
point investors may lose their entire investment.

 We will require additional financing in
the future to fund our operations.

 We will need additional capital in the future
to continue to execute our business plan. Therefore, we will be dependent upon additional capital in the form of either debt or equity
to continue our operations. At the present time, we do not have arrangements to raise all of the needed additional capital, and we will
need to identify potential investors and negotiate appropriate arrangements with them. Our ability to obtain additional financing will
be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to
raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue our operations.

 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.

we incurred a net loss of $428,064 and $850,912, respectively, and on December 31, 2024, we had an accumulated deficit of $3,859,149.
On December 31, 2024, we had cash of $3,743. 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:

 Achieve market acceptability for our products.

 Create brand loyalty

 Our ability to deepen market penetration

 Expand our 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.

 There might be unanticipated obstacles to
the execution of our business plan.

 Our business plans may change significantly. Our
potential business endeavors are capital intensive due to the nature of formulation and production of car care products. Management believes
that chosen activities and strategies are achievable considering current economic and legal conditions with the skills, background, and
knowledge of our principal. Management reserves the right to make significant modifications to the stated strategies depending on future
events.

 Global or regional catastrophic events could
impact our operations and affect our ability to grow our business.

 Our business could be affected by unstable political
conditions, civil unrest, large-scale terrorist acts, especially those directed against the United States or other major industrialized
countries where our products are distributed, the outbreak or escalation of armed hostilities, major natural disasters, and extreme weather
conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread outbreaks of infectious diseases. Such catastrophic
events could impact our operations and our supply chain, including the production and/or distribution of our products. Materials and/or
personnel may need to mobilize to other locations. Some of the raw materials we use may be available from limited suppliers, and a regional
catastrophic event impacting such suppliers could adversely impact our operations. In addition, such events could disrupt global or regional
economic activity, which could affect consumer purchasing power and consumers' ability to purchase our products, thereby reducing
demand for our products. If our operations are disrupted or we are unable to grow our business as a result of these factors, our growth
rate could decline and our business, financial condition and results of operations could be adversely affected.

 We are subject to supply chain disruptions.

 We intend to rely on a third-party plant to manufacture
our products. We also intend to rely on third party suppliers of perfumes and other ingredients required for the formulation of our products.
Our business could be affected by unstable political conditions, civil unrest, large-scale terrorist acts, especially those directed against
the United States or other major industrialized countries where our products are distributed, the outbreak or escalation of armed hostilities,
major natural disasters, and extreme weather conditions, such as hurricanes, wildfires, tornados, earthquakes or floods, or widespread
outbreaks of infectious diseases. Such catastrophic events could impact our operations and our supply chain, including the production
and/or distribution of our products. Materials and/or personnel may need to mobilize to other locations. Some of the raw materials we
use may be available from limited suppliers, and a regional catastrophic event impacting such suppliers could adversely impact our operations.
In addition, such events could disrupt global or regional economic activity, which could affect consumer purchasing power and consumers'
ability to purchase our products, thereby reducing demand for our products. If our operations are disrupted or we are unable to grow our
business as a result of these factors, our growth rate could decline and our business, financial condition and results of operations could
be adversely affected.

 If currency exchange rates fluctuate
substantially in the future, our operating results, which are reported in U.S. dollars, could be adversely affected.

 We are likely to become more exposed to the effects
of fluctuations in currency exchange rates, which are likely in inflationary economic environment. Since we will pay for our raw materials
in currencies other than U.S. dollars but report our operating results in U.S. dollars, we face exposure to fluctuations in currency exchange
rates. Consequently, exchange rate fluctuations between the U.S. dollar and other currencies could have a material impact on our operating
results.

 Seasonality of our business

 We expect demand for our products to be down in
Europe and North America during winter seasons because people care less about washing and shining up their cars in the winter. Moreover,
with current climate change and the resulting unpredictability of weather conditions, characterized by extreme cold and hot conditions,
fires, floods, etc.; we expect these conditions to adversely our business, financial condition and results of our operations.

 The current and future state of the global
economy may curtail our operations and our anticipated revenue.

 Our business may be adversely affected by changes
in domestic and international economic conditions, including inflation, changes in consumer preferences and changes in consumer spending
rates, personal bankruptcy, and the ability to collect our accounts receivable. Changes in global economic conditions may adversely affect
the demand for our products and make it more difficult to collect accounts receivable, thereby negatively affecting our business, results
of operations, financial condition, and prospects. The recent disruptions in credit and other financial markets and deterioration of national
and global economic conditions could, among other things, impair the financial condition of some of our customers and suppliers, thereby
increasing customer bad debts, decreasing customers' ability to spend disposable income on car accessories, or non-performance by
suppliers. We expect current inflationary pressure to affect the price we pay for raw materials and labor, the exchange rates for imported
raw materials and the resulting adverse effect on our business, financial condition and results of our operations.

 Harald Gietmann is our sole director and
officer and does not qualify as an independent director.

 Harald Gietmann is our sole director and officer and does not qualify
as an independent director. In addition, Mr. Gietmann has not made a subjective determination as to whether there exists any relationship
which, in his opinion would interfere with the exercise of independent judgment in carrying out his responsibilities as a director. Had
any such determination been made, Mr. Ruecker would have reviewed and discussed the information with the Company with regard to his business
and personal activities and relationships as they may relate to us and our management.

 We do not have sufficient cash on hand.

 As of December 31, 2024, we had $3,743 in 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 $870,000
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 to 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.

 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 $428,064 and $850,912 for the years ended December
31, 2024 and 2023, respectively. The net cash used in operations was $183,746 and $387,840 for the years ended December 31, 2024
and 2023, respectively. 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 that 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
we unable to continue as a going concern.

 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.

 We are an "emerging growth company"
and a "smaller reporting company" and we take advantage of certain exemptions from disclosure requirements available to emerging
growth companies and/or smaller reporting companies, this could make our securities less attractive to investors and may make it more
difficult to compare our performance with other public companies.

 We are an "emerging growth company,"
as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We will remain an emerging growth company
until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock
pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"); (ii)
the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (iii) the date on which we have
issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large
accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable future but
cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on or before the
last day of the fiscal year following the fifth anniversary of the date of the first sale of our Common Stock pursuant to an effective
registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and intend to rely
on exemptions from specified disclosure 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 internal controls attestation requirements of Section 404
of 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important.
We could be an emerging growth company for up to five years following our initial public offering, although circumstances could cause
us to lose that status earlier. We cannot predict whether investors will find our securities less attractive because we may rely on these
exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices
of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading
prices of our securities may be more volatile.

 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 an election to opt out is irrevocable. We have 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, we, 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 our
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.

 Additionally, we are a "smaller reporting
company" as defined in Item 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 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. To the extent we take advantage
of such reduced disclosure obligations, it may also make comparisons of our financial statements with other public companies difficult
or impossible.

 RISKS RELATED TO OUR COMMON STOCK

 We may need additional capital that will
dilute the ownership interest of investors.

 If we raise additional funds in the future 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.

 Our officer and sole directors owns a substantial
portion of our outstanding common stock and own 100% of our outstanding Series A preferred stock, and as long as he does, he is able to
control the outcome of stockholder voting.

 Our officer and sole director is collectively
the beneficial owners of approximately 44.1% of the outstanding shares of our common stock and own 100% of our outstanding Series A preferred
stock as of the date of this Annual Report. Series A Convertible 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 their 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 authorize
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 disclosures carefully before purchasing any common shares that are deemed to be "penny
stock".

 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.

 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. As of the date
of this report, we had 13,606,966 common shares outstanding. Consequently, we have the ability to issue 466,393,034 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.

 Anti-Takeover Effects of Stock Ownership
and Control by our Sole Officer and Director.

 Harald Gietmann holds all the 1,000,000 shares of our Series A Preferred
Shares. The holders of Series A preferred stock have voting rights equal to exactly 65% of all voting rights available at the time of
any vote, including Series A preferred stock. Mr. Gietmann, through his ownership of Series A Preferred Stock, has 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. In
addition, Mr. Gietmann controls 44.1% of our issued and outstanding shares of common stock. As a result, Mr. Gietmann is able to influence
or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions,
or other extraordinary transactions. He may also have interests that differ from yours and may vote in a way with which you disagree and
which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change
in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale
of our company and might ultimately affect the market price of our common stock.

 Unless an active trading market develops
for our securities, investors may not be able to sell their shares.

 We are a reporting company; however 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.

 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.

 Market and economic conditions may negatively
impact our business, financial condition and share price.

 Concerns over inflation, energy costs, geopolitical
issues, the U.S. mortgage market and a declining real estate market, unstable global credit markets and financial conditions, and volatile
oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in consumer
confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth
going forward, increased unemployment rates, and increased credit defaults in recent years. Our general business strategy may be adversely
affected by any such economic downturns, volatile business environments and continued unstable or unpredictable economic and market conditions.
If these conditions continue to deteriorate or do not improve, it may make any necessary debt or equity financing more difficult to complete,
more costly, and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material
adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or
commercialization plans.

 We may, in the future, issue additional
shares of common stock, which would reduce investors' percentage 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 as Series A preferred stock. A of December
31, 2024, we had an aggregate of 1,000,000 Preferred Series A Stock outstanding and 13,606,966 Common shares outstanding. 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.

 Financial reporting obligations of being
a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time
to compliance matters.

 As a publicly traded company we incur significant
legal, accounting and other expenses. The obligations of being a public company in the United States require significant expenditures
and places significant demands on our management and other personnel, including costs resulting from public company reporting obligations
under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley
Act of 2002, as amended ("Sarbanes-Oxley") and the Dodd-Frank Wall Street Reform and Consumer Protection Act. These rules
require the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial
reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor
and maintain compliance with. Our management and other personnel will need to devote a substantial amount of time to ensure that we comply
with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject
to litigation among other potential problems.

 Failure to maintain effective internal control
over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause our financial reports to be inaccurate.

 We are required pursuant to Section 404 of the
Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness
of those controls. This assessment includes the disclosure of any material weaknesses identified by our management in our internal control
over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in
the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities.
If we fail to implement any required improvements to our disclosure controls and procedures, we may be obliged to report control deficiencies
and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial
reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor
confidence in the accuracy and reliability of our financial statements.

 Our management has concluded that our internal
controls over financial reporting were, and continue to be, ineffective, as December 31, 2024 as a result of the following: (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,
and (2) a lack of adequate segregation of duties as a result of our limited financial resources to support hiring of personnel. While
management intends to remediate the material weakness, there is no assurance that such changes, when economically feasible and sustainable,
will remediate the identified material weaknesses or that the controls will prevent or detect future material weaknesses. If we are not
able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be
inaccurate, which could have a material adverse effect on our business.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management and
Strategy

 We recognize the critical
importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect
the confidentiality, integrity, and availability of our data. The Company's information security program is managed by its CEO,
who is responsible for leading Company-wide cybersecurity strategy, policy, standards, architecture, and processes.

 At this time, we have not
identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected
us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity
threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations,
or financial condition. See "Risk Factors".

 Governance

 The Company's Board
of Director oversees management's cybersecurity strategy. Management provides a full briefing on various cybersecurity risk
matters including risk assessments, mitigation strategies, areas of emerging risk and other areas of importance at least annually. In
the event of a cybersecurity incident determined to be significant, management will notify the Board.

 ITEM 2. PROPERTIES

 Our principal offices are
located at our principal office located at 848 Brickell Avenue, PH 5, Miami, FL 33131. We do not currently lease or own any other real
property.

 ITEM 3. 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.

 The Company is 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 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 There is no public trading
market for our common stock. To be quoted on the OTCQB, a market maker must file an application on our behalf to make a market for our
common stock. As of the date of this Annual Report, 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.

 Holders of Common Stock

 As of March 31, 2025, there
were approximately 71 record holders of our common stock. The number of record holders does not include beneficial owners of common stock
whose shares are held in the names of banks, brokers, nominees, or other fiduciaries.

 Dividends

 Historically, we have not
paid any cash dividends on our common stock. It is our present intention not to pay any cash dividends in the foreseeable future, but
rather to reinvest earnings, if any, in our business operations. However, in the future, our board of directors may declare dividends
on our common stock. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and
will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions
and other factors that our board of directors may deem relevant. We cannot guarantee that we will pay dividends to our stockholders in
the future.

 Securities Authorized for Issuance under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Indemnification of Directors and Officers

 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 our 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. However,
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. Moreover, 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.

 ITEM 6. [RESERVED]

 ITEM 7. 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 were incorporated
on February 25, 2021 in the State of Florida. We are a developer and distributor of automotive care products that provide a long-lasting,
new car scent. We have collaborated with chemical engineers and mixers/perfumers resulting in what we believe delivers the perfect sensory
experience for a luxury car.

 We have developed a unique formula that helps
simulate a new car smell. Our car cleaning spray and leather conditioner will have a car's interior smelling brand new. The interior cleaner
ensures that the car looks and feels fresh and clean. Formulated to thoroughly clean and protect all hard interior surfaces, our cleaner
lifts dust and grime and leaves a shield of protection from fading, cracking and harmful UV rays. Perfect for dashboards, interior panels
and plastic, rubber or vinyl trim, the immaculate matt finish is complemented by the long-lasting Miami Breeze luxury new car scent.

 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 March 31, 2025, we have approximately $4,000 in cash and have estimated $870,000 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

 250,000

 Marketing and advertising

 500,000

 Total

 $
 870,000

 Our cash resources as of March 31, 2025 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 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 $428,064 and $850,912 for the years ended December 31, 2024 and 2023, respectively. The net cash used in operations
was $183,746 and $387,840 for the years ended December 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.

 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 audited financial statements.

 Results of Operations

 Sales

we generated revenues of $7,580 and $16,850, respectively, a decrease of $9,270, or 55.0%. 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 due to a lack of working capital.

 Cost of Sales

cost of sales amounted to $3,408 and $7,121, respectively, a decrease of $3,713, or 52.1%. The decrease is primarily attributable to the
decrease in sales as described above.

 Operating expenses

 For the year ended December 31, 2024, operating
expenses amounted to $431,745 as compared to $857,016 for the year ended December 31 2023, a decrease of $425,471, or 49.6%. For the years
ended December 31 2024 and 2023, operating expenses consisted of the following:

 Year Ended December 31,

 2024

 2023

 Compensation and related benefits

 $
 -

 $
 56,648

 Advertising and promotion

 4,110

 64,555

 Professional fees

 160,802

 422,435

 Professional fees - related party

 227,870

 197,000

 General and administrative expenses

 24,605

 45,879

 Impairment loss

 14,358

 70,499

 Total Operating Expenses

 $
 431,745

 $
 857,016

 Compensation and related benefits

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

 During the year ended December 31, 2024 and 2023,
compensation and related benefits amounted to $0 and $56,648, respectively, a decrease of $56,648, or 100.0%. The decrease was attributable
to a decrease in compensation and other related expenses of $56,648.

 Advertising and promotion

advertising and promotion expenses amounted to $4,110 and $64,555, respectively, a decrease of $60,445, or 93.6%. The decrease was primarily
attributable to a decrease in social media ads on Facebook and advertising campaigns in Europe to promote our products related to cost
cutting measures. Additionally, during the year ended December 31, 2023, we incurred packaging and artwork fees amounting to $48,422 compared
to $0 for the year ended December 31, 2024.

 Professional fees

we reported professional fees of $160,802 and $422,435, respectively, a decrease of $261,633, or 61.9%. The decrease was primarily attributable
to the decrease in stock-based consulting and legal fees of $293,426, offset by an increase in consulting fees of $20,000, an increase
in legal fees of $6,000, and an increase in other professional fees of $5,793.

 Professional fees – related parties

we incurred $227,870 and $197,000 in professional fees – related parties, an increase of $30,870, or 15.7%. This increase was attributable
to an increase in fees paid to GH Bill of $30,870, pursuant to a business operations agreement with GH Bill. In connection with this agreement,
we paid a monthly service fee ranging from $8,500 to $18,500 to GH Bill for administration and back-office services. In January 2023,
the monthly service fee was increased from $8,500 to $14,500, and in August 2023, the monthly fee was increased to $18,500. In addition,
during the years ended December 31, 2024 and 2023, we paid additional service fees of $6,500 and $7,000, respectively.

 General and administrative expenses

general and administrative expenses amounted to $24,605 and $45,879, a decrease of $21,274, or 46.4%. This decrease was primarily attributable
to a decrease in software and technology expenses of $7,497, a decrease in computer and internet expenses of $6,500, and a decrease in
storage fees of $4,379.

 Write-off of obsolete inventory

 During the year ended December 31, 2024 and 2023, we wrote off obsolete
and expired inventory in the amount of $14,358 and $70,499, respectively.

 Loss from Operations

 During the year ended December 31, 2024, loss from operation amounted
to $427,573 as compared to $847,287 during the year ended December 31, 2023, a decrease of $419,914, or 49.5%. The decrease was primarily
a result of the changes in revenue, cost of sales and operating expenses as discussed above.

 Other Expenses

 Other expenses solely consisted of foreign currency
transaction loss. During the years ended December 31, 2024 and 2023, we reported other expenses of $491 and $3,625, respectively, a decrease
of $3,134, or 86.5%.

 Net Loss

 Due to the foregoing reasons, during the years ended December 31, 2024
and 2023, our net loss was $428,064, or $(0.01) per common share (basic and diluted) and $850,912, or ($0.03) per common share (basic
and diluted), respectively, a decrease of $422,848, or 49.7%.

 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 a working deficit of $136,026 and
$3,743 in cash as of December 31, 2024, and working capital of $176,038 and $74,889 in cash as of December 31, 2023, respectively.

 2024

 2023

 Working
 Capital
 Change

 Percentage
 Change

 Working capital:

 Total current assets

 $
 12,874

 $
 199,847

 $
 (186,973
)

 (93.6
)%

 Total current liabilities

 (148,900
)

 (23,809
)

 (125,091
)

 525.4
 %

 Working capital

 $
 (136,026
)

 $
 176,038

 $
 (312,064
)

 (177.3
)%

 The decrease in working capital of $312,064 was primarily attributable
to a decrease in current assets of $186,973 primarily due to a decrease in prepaid expenses of $97,197, a decrease in cash of $71,146,
and a decrease in inventory of $20,870, and an increase in current liabilities of $125,091.

 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;

 Capital requirements for production capacity; and

 Capital to seek other business opportunities.

 Cash Flow Activities for the Years ended

 The following table shows
a summary of our cash flows for the year ended December 31, 2024 and 2023.

 Year Ended

 2024

 2023

 Net cash used in operating activities

 $
 (183,746
)

 $
 (387,840
)

 Net cash provided by financing activities

 112,600

 -

 Net decrease in cash

 (71,146
)

 (387,840
)

 Cash - beginning of the year

 462,729

 Cash - end of the year

 $
 3,743

 $

 Cash Flows from Operating Activities

 Net cash used in operating activities totaled
$183,746 and $387,840 for the years ended December 31, 2024, and 2023, respectively, a decrease of $204,094.

 Net cash used in operating activities for the
year ended December 31, 2024 primarily reflected a net loss of $428,064, adjusted for the add-back (reduction) of non-cash items consisting
of stock-based professional fees of $70,000 and a write-off of obsolete inventory included in operating expenses of $14,158, and changes
in operating assets and liabilities, primarily consisting of a decrease in inventory of $9,539, a decrease in prepaid expenses and other
current assets of $16,260, a decrease in prepaid expenses – related party of $20,870, and an increase in accounts payable of $113,491.

 Net cash used in operating activities for the
year ended December 31, 2023 primarily reflected a net loss of $850,912 adjusted for the add-back (reduction) of non-cash items consisting
of stock-based professional fees of $363,426, and a write-off of obsolete inventory included in operating expenses of $70,499, offset
by changes in operating assets and liabilities primarily consisting of an increase in inventory of $3,790, a decrease in prepaid expenses
and other current assets of $48,267, an increase in prepaid expenses – related party of $20,870, an increase in accounts payable
of $6,170, and a decrease in accounts payable – related party of $630.

 Cash Flows from Investing Activities

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

 Cash Flows from Financing Activities

 For the year ended December 31, 2024, net cash
provided by financing activities was $112,600, which consisted of $112,600 in proceeds from the sale of our common stock. There were no
cash used in or provided by financing activities for the year ended December 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 Not applicable.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 Our financial statements,
together with the related notes and report of independent registered public accounting firm, are set forth on the pages indicated in Item
15, Part IV of this Report.

 FINANCIAL STATEMENTS

 CONTENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 3223)

 F-2 to F-3

 Financial statements:

 Balance Sheets - As of December 31, 2024 and 2023

 Statements of Operations - For the Years Ended December 31, 2024 and 2023

 Statements of Changes in Shareholders' Deficit - For the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows – For the Years Ended December 31, 2024 and 2023

 Notes to Financial Statements

 F-8 to F-13

 F- 1

 Report of Independent Registered Public Accounting
Firm

 MERCURIUS & ASSOCIATES LLP

 +91 11 4559 6689

 info@masllp.com

 www.masllp.com

 To the Shareholders and Board of
Directors of Miami Breeze Car Care, Inc.

 Opinion
on the financial statements

 We have audited
the accompanying balance sheets of Miami Breeze Car Care, Inc., (the "Company") as of December 31, 2024 and 2023, the related
statements of operations, shareholders' equity (deficit) and cash flows, for each of the two years in the period ended December
31, 2024, 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, 2024 and 2023, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 Substantial
Doubt about the Company's 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 to the financial
statements, the Company has suffered recurring operating losses, and has an accumulated deficit of $3,859,149 and $3,431,085 as of December
31, 2024, and 2023 respectively and working capital deficit of $136,026 as of December 31, 2024. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard to these matters are also described in 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 audits. 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.

 LLPIN-AAG-1471

 A-94/8, Wazirpur Industrial Area

 New Delhi-110052, India

 F- 2

 We conducted
our audits 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 audits, 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 audits
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 audits 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 audits provides a reasonable
basis for our opinion.

 Critical
audit matter

 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.

 /s/ Mercurius & Associates
LLP

 Mercurius & Associates LLP

 We have served as the Company's
auditor since 2021

 New Delhi, India

 March 31, 2025

 F- 3

 BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 3,743

 $

 Inventory

 6,736

 103,933

 Prepaid expenses and other current assets

 2,395

 Prepaid expenses - related party

 -

 20,870

 Total Current Assets

 12,874

 199,847

 TOTAL ASSETS

 $
 12,874

 $
 199,847

 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 82,300

 $
 23,809

 Subscriptions payable

 66,600

 -

 Total Current Liabilities

 148,900

 23,809

 Total Liabilities

 148,900

 23,809

 SHAREHOLDERS' EQUITY (DEFICIT):

 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, 2024 and 2023, respectively

 Common stock; par value $ 0.0001: 500,000,000 shares authorized; 33,606,966 and 33,471,966 shares issued and 13,606,966 and 33,471,966 shares outstanding at December 31, 2024 and 2023, respectively

 3,361

 3,347

 Additional paid-in capital

 3,721,662

 3,603,676

 Treasury stock ( 20,000,000 and 0 shares at December 31, 2024 and 2023, respectively)

 ( 2,000
)

 -

 Accumulated deficit

 ( 3,859,149
)

 ( 3,431,085
)

 Total Shareholders' Equity (Deficit)

 ( 136,026
)

 176,038

 Total Liabilities and Shareholders' Equity

 $
 12,874

 $
 199,847

 See accompanying notes to financial statements.

 F- 4

 STATEMENTS OF OPERATIONS

 For the Year Ended

 2024

 2023

 SALES

 $
 7,580

 $
 16,850

 COST OF SALES

 3,408

 7,121

 GROSS PROFIT

 4,172

 9,729

 OPERATING EXPENSES:

 Compensation and related benefits

 -

 56,648

 Advertising and promotion

 4,110

 64,555

 Professional fees (includes stock-based professional fees of $ 70,000 and $ 363,426 for the years ended December 31, 2024 and 2023, respectively

 160,802

 422,435

 Professional fees - related party

 227,870

 197,000

 General and administrative expenses

 24,605

 45,879

 Impairment loss

 14,358

 70,499

 Total Operating Expenses

 431,745

 857,016

 LOSS FROM OPERATIONS

 ( 427,573
)

 ( 847,287
)

 OTHER EXPENSE:

 Foreign currency transaction loss

 ( 491
)

 ( 3,625
)

 Total Other Expense

 ( 491
)

 ( 3,625
)

 NET LOSS

 $
 ( 428,064
)

 $
 ( 850,912
)

 NET LOSS PER COMMON SHARE:

 Basic and diluted

 $
 ( 0.01
)

 $
 ( 0.03
)

 WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:

 Basic and diluted

 29,871,474

 33,471,966

 See accompanying notes to financial statements.

 F- 5

 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(DEFICIT)

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Additional

 Total

 Preferred Stock

 Common Stock

 Paid-in

 Treasury Stock

 Accumulated

 Shareholders'

 # of Shares

 Amount

 # of Shares

 Amount

 Capital

 # of Shares

 Amount

 Deficit

 Equity (Deficit)

 Balance, December 31, 2022

 $
 100.00

 33,471,966

 $
 3,347

 3,603,676

 -

 $
 -

 $
 ( 2,580,173.00
)

 $
 1,026,950

 Net loss

 -

 -

 -

 -

 -

 -

 -

 ( 850,912
)

 ( 850,912
)

 Balance, December 31, 2023

 33,471,966

 3,347

 3,603,676

 -

 -

 ( 3,431,085
)

 176,038

 Common stock issued for services

 -

 -

 40,000

 39,996

 -

 -

 -

 40,000

 Common stock issued for cash

 -

 -

 95,000

 75,990

 -

 -

 -

 76,000

 Return of common stock to treasury stock

 -

 -

 -

 -

 2,000

 20,000,000

 ( 2,000
)

 -

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 ( 428,064
)

 ( 428,064
)

 Balance, December 31, 2024

 $

 33,606,966

 $
 3,361

 $
 3,721,662

 20,000,000

 $
 ( 2,000
)

 $
 ( 3,859,149
)

 $
 ( 136,026
)

 See accompanying notes to financial statements.

 F- 6

 STATEMENTS OF CASH FLOWS

 For the Years Ended December 31,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
 ( 428,064
)

 $
 ( 850,912
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock-based professional fees

 70,000

 363,426

 Impairment loss

 14,158

 70,499

 Change in operating assets and liabilities:

 Inventory

 9,539

 ( 3,790
)

 Prepaid expenses and other current assets

 16,260

 48,267

 Prepaid expenses - related party

 20,870

 ( 20,870
)

 Accounts payable

 113,491

 6,170

 Accounts payable - related party

 -

 ( 630
)

 NET CASH USED IN OPERATING ACTIVITIES

 ( 183,746
)

 ( 387,840
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from sale of common stock

 76,000

 -

 Proceeds from sale of common stock yet to be issued

 36,600

 -

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 112,600

 -

 NET DECREASE IN CASH

 ( 71,146
)

 ( 387,840
)

 CASH, beginning of year

 462,729

 CASH, end of year

 $
 3,743

 $

 -

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for:

 Interest

 $
 -

 $
 -

 Income taxes

 $
 -

 $
 -

 Non-cash investing and financing activities:

 Inventory exchanged for accounts payable and prepaid expenses

 $
 73,500

 See accompanying notes to financial statements.

 F- 7

 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 consolidated financial statements, the Company had a net loss of $ 428,064 and $ 850,912
for the years ended December 31, 2024 and 2023, respectively. The Company has an accumulated deficit of $ 3,859,149 and $ 3,431,085
on December 31, 2024 and 2023, respectively. The net cash used in operations was $ 183,746 and $ 387,840 for the years ended December 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 years ended December 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 December 31, 2024 and 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:

 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- 8

 The carrying amounts reported in the balance sheets
for cash, inventory, prepaid expenses and other current assets, and accounts payable and accrued expenses approximate their fair market
value based on the short-term maturity of these instruments.

 Cash and Cash Equivalents

 For the 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, 2024 and 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 years ended December 31, 2024 and 2023, the Company
recorded an impairment loss of $ 14,358 and $ 70,499 related to the write down of inventory to net realizable value, respectively. On December
31, 2024 and 2023, inventory amounted to $ 6,736 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 $ 2,395 and $ 21,025 (including prepaid
expenses – related party of $ 20,870) on December 31, 2024 and 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.

 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 years ended December
31, 2024 and 2023, advertising costs charged to operations were $ 4,110 and $ 64,555, 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.

 F- 9

 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, 2024 and 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, 2024 and 2023. 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 December 31, 2024 and 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 December 31,
2024 and 2023, the Company did no t 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

 The Company
operates as a single operating segment company that is a developer and distributor of automotive care products that provide a
long-lasting, new car scent. In accordance with ASC 280 – " Segment Reporting ", the Company's chief
operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about
allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to
segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide
disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports
revenue. All material operating units qualify for aggregation under "Segment Reporting" due to their similarities in
economic characteristics such as nature of services; and procurement processes. Since the Company operates in 1 one segment, all
financial information required by "Segment Reporting" can be found in the accompanying notes to financial
statements.

 Recent Accounting Pronouncements

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU
No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages
and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction
to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds
received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments,
net of refunds received. This pronouncement is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
The Company does not expect the adoption of this new guidance to have a material impact on the financial statements.

 In November 2024, the FASB issued ASU 2024-03,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities
to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their
function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited
to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the
amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling
expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective
for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early
adoption permitted. This guidance does not change or remove current expense disclosure requirements and will not have any impact on the
Company's financial statements.

 F- 10

 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, 2024 and 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. The Series A preferred shares have no stated or face value.

 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.

 As of December 31, 2024 and 2023, 1,000,000 shares
of Series A preferred shares were issued and outstanding.

 Common Stock

 Sale of Common Stock for Cash

 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.

 Sale of Common Stock Yet to be Issued for
Cash

 On June 26, 2024, the Company entered into a private
placement subscription agreement with an investor. In connection with the Subscription Agreement, the Company will issue 33,250 shares
of its common stock to the Investor for cash proceeds of $ 26,600, or $ 0.80 per share, which was received in June 2024.

 On August 5, 2024, the Company entered into a
private placement subscription agreement with an investor. In connection with the Subscription Agreement, the Company will issue 10,000
shares of its common stock to the Investor for cash proceeds of $ 10,000, or $ 1.00 per share, which was received in August 2024.

 As of December 31, 2024, the aggregate of 43,250
shares of its common stock have yet to be issued and shall be issued once the Company has obtained its trading symbol. Accordingly, as
of December 31, 2024, the Company included $ 36,600 in subscriptions payable on the accompanying balance sheet, which will be reclassified
to equity when the shares are issued.

 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 vested 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 years ended December 31, 2024 and 2023, the Company recorded stock-based professional fees of $ 0 and $ 333,333,
respectively. On December 31, 2024 and 2023, prepaid expenses related to these shares amounted to $ 0.

 F- 11

 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 years ended December 31, 2024 and 2023, the Company recorded stock-based-professional fees
of $ 0 and $ 25,000, respectively. On December 31, 2024 and 2023, prepaid expenses amounted to $ 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 years ended December 31, 2024
and 2023, the Company recorded stock-based professional fees of $ 0 and $ 5,093, respectively. On December 31, 2024 and 2023, prepaid expenses
amounted to $ 0.

 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 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 year ended December 31, 2024. These shares were
valued at $ 40,000, or $ 1.00 per common share, based on contemporaneous common share sales by the Company. During the year ended December
31, 2024, the Company recorded stock-based professional fees of $ 40,000.

 On June 12, 2024 and as amended on August 19,
2024, the Company entered to an agreement with Stefan Lumpp (the "Consultant"), whereby the Consultant agreed to serve as
the non-exclusive Head of Business Development of the Company. The Consultant shall provide advice, consultation, referrals, information,
and services to the Company as requested regarding product sales development including, introduction to potential strategic partners,
conducting assessment and creation of alliances and customers. The term of the agreement shall end on May 30, 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. In
connection with this agreement, during the year ended December 31, 2024. the Company agreed to issue an aggregate of 30,000 shares of
its common stock to the Consultant for services rendered during the year ended December 31, 2024. These shares were valued at $ 30,000,
or $ 1.00 per common share, based on contemporaneous common share sales by the Company and accordingly, during the year ended December
31, 2024, the Company recorded stock-based professional fees of $ 30,000. As of December 31, 2024, the aggregate of 30,000 shares of its
common stock have yet to be issued and shall be issued once the Company has obtained its trading symbol and accordingly, as of December
31, 2024, the Company included $ 30,000 in subscriptions payable on the accompanying balance sheet.

 Return of Common Stock to Treasury Stock

 On October 24, 2024, the Company entered into
an agreement with the Firaz Ruecker and Lance Ruecker (together, the "Related Party Shareholders") to return 20,000,000 shares
to the Company as part of the Company's treasury stock without any compensation or exchange. As of December 31, 2024, the 20,000,000
common shares were not cancelled and are reflected as treasury stock on the accompanying balance sheet.

 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 December 31, 2024 and 2023, the
Company had no cash in financial institutions that are not insured, respectively. The Company has not experienced any losses in such accounts
through December 31, 2024.

 Sales Concentration

 99.0 % and 66.4 % of the Company's sales were generated in Europe, respectively. 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 years ended December 31, 2024 and 2023, the Company paid additional service fees of $ 6,500
and $ 7,000, respectively. In connection with this consulting agreement, for the years ended December 31, 2024 and 2023, the Company recorded
professional fees – related party of $ 227,870 and $ 197,000, respectively.

 F- 12

 Return of Common Stock to Treasury Stock

 On October 24, 2024, the Company entered into
an agreement with the Related Party Shareholders to return 20,000,000 shares to the Company as part of the Company's treasury stock
without any compensation or exchange. As of December 31, 2024, the 20,000,000 common shares were not cancelled and are reflected as treasury
stock on the accompanying balance sheet.

 NOTE 6 – 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, 2024 and 2023 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 periods ended December 31, 2024 and 2023 were
as follows:

 Schedule of effective income tax rate reconciliation

 2024

 2023

 Income tax benefit at U.S. statutory rate

 $
 ( 89,893
)

 $
 ( 178,691
)

 State income taxes

 ( 25,684
)

 ( 42,546
)

 Non-deductible expenses

 18,900

 94,491

 Change in valuation allowance

 96,677

 126,746

 Total provision for income tax

 $
 -

 $
 -

 The Company's approximate net deferred tax
asset as of December 31, 2024 and 2023 was as follows:

 Schedule of deferred tax assets

 Deferred Tax Asset:

 December 31, 2024

 December 31, 2023

 Net operating loss carryforward

 447,309

 $
 350,632

 Total deferred tax asset before valuation allowance

 447,309

 350,632

 Valuation allowance

 ( 447,309
)

 ( 350,632
)

 Net deferred tax asset

 $
 -

 $
 -

 The net operating loss carryforward was approximately
$ 1,706,648 on December 31, 2024. The Company provided a valuation allowance equal to the net deferred income tax asset as of December
31, 2024 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the year ended
December 31, 2024, the valuation allowance increased by $ 96,677. 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 2024, 2023, 2022 and 2021 Corporate Income Tax Return are subject
to Internal Revenue Service examination.

 NOTE
7 – SUBSEQUENT EVENTS

 Acquisition

 On February 28, 2025, the Company completed the
acquisition of 100 % ownership of Gin City Group, Inc, a Florida corporation and its wholly- owned subsidiary, Gincity GmbH, a German-based
corporation. The transaction was completed by and between the Company and the shareholders of Gin City Group, Inc., represented by the
holder of the Series A Super Voting Preferred Stock of Gin City Group, Inc., Harald Gietmann, who has a material relationship with the
Company, via his appointment as a director and officer of the Company, and through his acquisition of 100% of the Series A Preferred Stock
of the Company as described below.

 The nature and amount of consideration given or
received for the assets was exactly one (1) share of the Company's common stock, par value $ 0.0001 per share, for each one (1) share
of Gin City Group, Inc. held as of the record date of February 19, 2025, for a total of exactly 20,730,050 shares of the Company's
common stock to be issued to those shareholders of Gin City Group, Inc. As GH Bill, Inc. and Harald Gietmann have an interest in both
the Company and Gin City Group Inc, the parties have agreed to return their shares of the newly issued common stock of the Company pursuant
to the Acquisition to treasury. As a result, the total amount of shares issued pursuant to the Acquisition will be 14,030,050 of common
stock of the Company.

 F- 13

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM 9A. 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 annual report on
Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 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 annual 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
December 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 December 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.

 (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 fourth 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.

 ITEM 9B. OTHER INFORMATION

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

forth certain information regarding our current directors and executive officers:

 Name

 Age

 Position

 848 Brickell Ave, PH 5

 Miami, FL 3313

 Chief Executive Officer, Chief Financial Officer, Treasurer, Chairman of the Board and Director

 - Mr. Harald Dieter Gietmann has over three decades of experience in corporate strategy, investment structuring, and project development.
Following his service in the German Armed Forces, where he held a training role in El Paso, TX, Mr. Gietmann founded EBFS Unternehmensberatung
GmbH in 1991. For the past 33 years, he has led the company's initiatives in investment opportunities, fund development, and property
projects. He expanded these services to include advisory roles within the hospitality sector over the last 18 years. Mr. Gietmann specializes
in corporate strategy alignment, process optimization, and professional development for diverse client groups.

 Terms of Office

 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

 Family Relationships

 There are no family relationships
between or among any of our directors or executive officers.

 Director Independence

 Our Board of Directors is
currently comprised solely of Harald Gietmann. Mr. Gietmann does not qualify as an independent director. Our securities are not listed
on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors
be independent.

 Board Meetings; Annual Meeting Attendance

 During the fiscal year ended
December 31, 2024, the Board held one board meeting in person and via teleconference, and acted on via unanimous written consent
on 1 occasions. The Company did not hold an annual meeting.

 Holders of our securities
can send communications to the Board via mail or telephone to the Secretary at the Company's principal executive offices. The Company
has not yet established a policy with respect to our directors' attendance at the annual meetings. A stockholder who wishes to communicate
with the Board may do so by directing a written request addressed to our Corporate Secretary at the address appearing on the cover page
of this Annual Report.

 Committees of the Board of Directors

 As our Common Stock is not
presently listed for trading on a national securities exchange, we are not required to have board committees and we currently have no
committees.

 Code of Business Conduct and Ethics

 Currently, we have not adopted
a Code of Business Conduct and Ethics that would apply to our principal executive officer and principal financial and accounting officer,
or persons performing similar functions in that our sole officer and director serves in these capacities.

 Board Leadership Structure and Role in Risk
Oversight

 Currently, the Board is comprised
of one director, Mr. Gietmann, who is serving as our Chairman. Mr. Gietmann is also our Chief Executive Officer.

 The Board recognizes that
the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the
Company at any point in time. We have no policy requiring combination or separation of these leadership roles and our governing documents
do not mandate a particular structure. This has allowed the Board the flexibility to establish the most appropriate structure for the
Company at any given time.

 ITEM 11. EXECUTIVE COMPENSATION

 The following summarizes
the compensation earned by our executive officers named in the "Summary Compensation Table" below (referred to herein as our
"named executive officers") in the fiscal years ended December 31, 2024 and 2023.

 This section also discusses
the material elements of our executive compensation policies and decisions and important factors relevant to an analysis of these policies
and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by
our named executive officers and is intended to place in perspective the information presented in the following tables and the corresponding
narrative.

 Overview

 Our named executive officers
for the years ended December 31, 2024 and 2023, are as follows:

 Harald Dieter Gietmann – Chief Executive Officer and Chief Financial Officer since October 30, 2024;

 Wolfgang Ruecker – Former Chief Executive Officer and Chief Financial Officer;

 2023 Summary Compensation Table

forth information regarding compensation awarded to, earned by or paid to each of the named executive officers for the years ended December
31, 2024 and 2023.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 All Other

 ($)

 Total

 ($)

 2024

 -

 -

 -

 -

 -

 -

 Chief Executive Officer, Chief Financial Officer and Treasurer (1)

 Wolfgang Ruecker

 2024

 -

 -

 -

 -

 -

 -

 Chief Executive Officer, Chief Financial Officer and Treasurer (2)

 2023

 -

 -

 -

 -

 -

 -

 (1)
 Mr.
Gietmann currently devotes as many 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.

 (2)
 Mr.
Ruecker's compensation did not include professional fees paid to GH Bill, a company owned by Mr. Ruecker.

 Narrative Disclosure to Summary Compensation
Table

 Except as otherwise described
below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive
officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment
with the Company, or our subsidiaries, any change in control, or a change in the person's responsibilities following a change in
control of the Company.

 Employment Agreement with Executive Officer

 None

 Outstanding Equity Awards at Fiscal Year-End

 The following are the outstanding equity awards
for the named executive officers as of December 31, 2024:

 Option Awards

 Name

Underlying

Unexercised

Options

(Exercisable)

Underlying

Unexercised

Options

(Unexercisable)

 Equity

Incentive

Plan

Awards:

Underlying

Unexercised Unearned

Options

 Option

Exercise

Price

($)

 Option

Expiration

Date

 -

 -

 -

 $

 -

 -

 Stock Awards

 Name

Shares or

Units of

Stock That

Have Not

Vested

(#)

 Market

 Value of

 Shares or

 Units of

 Stock That

 Have Not

 Vested

 ($)

 Equity

 Incentive

 Plan

 Awards:

 Unearned

 Shares,

 Units or

 Other

 Rights That

 Have Not

 Vested

 (#)

 Equity

 Incentive

 Plan

 Awards:

 Market or

 Payout

 Value of

 Unearned

 Shares,

 Units or

 Other

 Rights That

 Have Not

 Vested

 ($)

 -

 $

 -

 -

 $

 -

 Disclosure of Equity Awards Based on Material Nonpublic Information:
None

 Director Compensation

 The following table sets forth director compensation for the year ended
December 31, 2024.

 Fees
 Earned
 or Paid
 in Cash

 Stock Awards

 Non-Equity
 Incentive Plan

 Nonqualified
 Deferred
 Earnings

 All Other

 Total

 Name of Director

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Wolfgang Ruecker

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

forth certain information relating to the beneficial ownership of our common stock as of April 12, 2024, by:

 each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock;

 each of our directors;

 each of our named executive officers; and

 all directors and executive officers as a group.

 The number of shares beneficially
owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information
is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares
over which the individual has sole or shared voting power or dispositive power as well as any shares that the individual has the right
to acquire within 60 days of April 12, 2024 through the exercise of any stock option, warrants or other rights. Except as otherwise indicated,
and subject to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect
to all shares of common stock held by that person.

 The percentage of shares beneficially owned is
computed on the basis of 13,606,966 shares of our common stock outstanding as of March 28, 2025. Shares of common stock that a person
has the right to acquire within 60 days of March 28, 2025, are deemed outstanding for purposes of computing the percentage ownership
of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person,
except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise noted below, the
address of the persons listed on the table is c/o Miami Breeze Car Care Inc., 848 Brickell Ave, PH 5, Miami, Fl 33131.

 Common Stock

 Name and Address of Beneficial Owner

 Shares

 Percent of
 Common Stock
 Outstanding

 Harald Dieter Gietmann (1)

 6,000,000

 44.1
 %

 Eschenstr. 51

M nchen 81547

Germany

 All executive officers and directors as a group (one person)

 6,000,000

 44.1
 %

 GH Bill Inc. (2)

 17 SE 24th Ave

 Pompano Beach, FL 33062

 4,000,000

 29.4
 %

 RN Consulting GMBH

 Baarerstrasse 57

 Zug 6302

 Switzerland

 2,000,000

 14.7
 %

 Total

 12,000,000

 88.2
 %

 Preferred Stock

 Name and Address of Beneficial Owner

 Shares of
 Preferred
 Stock
 Beneficially
 owned

 Percent of
 Class
 Beneficially
 owned

 Percent of
 Voting
 Power

 100.0
 %

 65.0
 %

 Eschenstr. 51
M nchen 81547
Germany

 Total

 100.0
 %

 65.0
 %

 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 the exercise of an option) within 60 days of the date 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 March 28, 2025, there were 13,606,966 shares
of our common stock and 1,000,000 shares of Series A preferred stock 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 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.

 Future sales by existing stockholders

 A total of 13,606,966 shares
of common stock and 1,000,000 shares of Series A preferred stock held by our officers and directors were outstanding, 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 OTCQB 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.

 Equity Compensation Plan Information

forth as of December 31, 2024 information regarding our common stock that may be issued under the Company's equity compensation
plans:

 Plan Category

to be Issued

Upon

Exercise of

Outstanding

Options,

Warrants

and Rights

(a)

 Weighted

Average

Exercise

Price of

Outstanding

Options,

Warrants

and Rights

(b)

 Remaining

 Available

 for Future

 Issuance

 Under Equity

 Plans

 (excluding

 Reflected in

 Columns)

 (c)

 Equity compensation plans approved by security holders

 -

 $

 -

 -

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 -

 $

 -

 -

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

 GH Bill, Inc.

 On March 1, 2022, the Company
entered into a ten-month business operations agreement with GH Bill, Inc., a company owned by Wolfgang Ruecker, the former CEO/CFO of
the Company. 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 years ended December 31, 2024 and 2023, the Company paid additional service fees of $6,500 and $7,000, respectively. In connection
with this consulting agreement, for the years ended December 31, 2024 and 2023, the Company recorded professional fees – related
party of $227,870 and $197,000, respectively.

 For information regarding
the number of restricted shares of stock, preferred stock, or options held by the Company's executive officers, and directors, or
an affiliate or immediate family member thereof, see "Security Ownership of Certain Beneficial Owners and Management" and
"Executive Compensation."

 Review, Approval and Ratification of Related Party Transactions

 Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above,
with our executive officer(s), director(s) and significant stockholders. Accordingly, the transactions discussed above were not reviewed,
approved or ratified in accordance with any such policy. We intend to establish formal policies and procedures in the future, once we
have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or
ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our sole director will continue
to approve any related party transaction.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

forth the fees billed by our principal independent accountants, Mercurius & Associates LLP, for each of our last two fiscal years
for the categories of services indicated.

 Years Ended December 31,

 Category

 2024

 2023

 Audit Fees

 $
 19,624

 $
 19,000

 Audit Related Fees

 $
 -

 $
 -

 Tax Fees

 $
 -

 $
 -

 All Other Fees

 $
 -

 $
 -

 Audit fees.
Consists of fees billed for the audit of our annual financial statements included in our Form 10-K, review of our interim financial statements
included in our Form 10-Q and services that are normally provided by the accountant in connection with year-end statutory and regulatory
filings or engagements.

 Audit-related fees.
Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of our financial statements and are not reported under "Audit Fees", review of our Forms 8-K filings and services that are
normally provided by the accountant in connection with non-year-end statutory and regulatory filings or engagements.

 Tax fees. Consists
of professional services rendered for tax compliance, tax advice and tax planning.

 Other fees. The services
provided by our accountants within this category consisted of advice and other services not related to the above categories.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

 A.
 The
following documents are filed as part of this Report:

 1.
 Financial
Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 3223)

 Balance Sheets at December 31, 2024 and 2023

 Statements of Operations for the Years ended December 31, 2024 and 2023

 Statements of Changes in Stockholders' Equity (Deficit) for the Years ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years ended December 31, 2024 and 2023

 Notes to Financial Statements

 F-8 to F-13

 2.
 Financial
Statement Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

 3.
 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*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104 *

 +

 Indicates a management contract or any compensatory plan, contract or arrangement.

 *

 Filed herewith

 **

 Furnished herewith

 ITEM 16. 10-K SUMMARY

 As permitted, the registrant
has elected not to supply a summary of information required by Form 10-K.

 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.

 Date: March 31, 2025

 By:

 /s/ Harald Dieter Gietmann

 Chief Executive Officer, Chief Financial Officer, and Chairman of the Board

 POWER OF ATTORNEY

 Each person whose signature
appears below hereby appoints Harald Dieter Gietmann as attorney-in-fact with full power of substitution, severally, to execute in the
name and on behalf of the registrant and each such person, individually and in each capacity stated below, one or more amendments to the
annual report on Form 10-K, which amendments may make such changes in the report as the attorney-in-fact acting deems appropriate and
to file any such amendment to the annual report on Form 10-K with the Securities and Exchange Commission. Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Harald Dieter Gietmann

 Chief Executive Officer, Chief Financial Officer and Treasurer, Chairman of the Board and Director

 March 31, 2025

 (principal executive officer and principal financial and accounting officer)