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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, 2023

 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

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

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

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.

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

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

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

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

 Yes No

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

 Indicate the number of shares outstanding of each
of the registrant's classes of common stock, as of the latest practicable date: 33,606,966 shares of common stock are issued and
outstanding as of April 12, 2024.

 Documents Incorporated by Reference: None

 FORM 10-K

 December 31, 2023

 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. As our name suggests, we are in the car care business. Our history dates back to 2018 when Wolfgang Ruecker, our Founder and
CEO and car enthusiast, was confronted with a challenge: how do you keep a car with the scent it had as brand-new right off the new car
lot. The challenge led to years of collaboration with chemical engineers and mixers/perfumers resulting in what we believe delivers the
perfect sensory experience for a luxury car: the Miami Breeze Car Care Products.

 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 includes 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 $9.76 billion in 2021 and is projected to reach $14.583 billion by 2028, exhibiting a CAGR of 5.90% during the forecast period. 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. 2
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. 3 Moreover, an increase in the importance of aesthetics in automobiles,
especially private vehicles, is expected to benefit the industry dynamics during the forecast period. 4
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 market. 5

 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 the quality expectations of Miami Breeze Car Care Inc; provide
the mixing and experimentation of such products for Miami Breeze Car Care Inc and package the bulk package the finished products to be
shipped to the destinations as directed by Miami Breeze Car Care Inc. 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 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. Wolfgang Ruecker, 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 Mr. 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. 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 year ended December 31, 2023, and there can be no assurance that we will ever generate sufficient revenues or
operate profitably.

 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 $850,912 and $1,599,256, respectively, and on December 31, 2023, we had an accumulated deficit of $3,431,085.
On December 31, 2023, we had cash of $74,889. We have generated minimal revenues to date. There is no assurance we will be able to generate
enough revenues for the sale of our car care products business to successfully achieve positive cash flow or that our car care products
business will be successful. If we achieve profitability, we may be unable to sustain or increase profits on a quarterly or annual basis.

 We believe that long-term profitability and growth
will depend on our ability to:

 Our market acceptability

 Brand loyalty

 Our ability to deepen market penetration

 Expansion of operations and marketing/sales personnel

 Inability to successfully execute on any of the above,
among other factors, could have a material adverse effect on our business, financial results, or operations.

 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 is 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.

 Wolfgang Ruecker is our sole director and officer
and does not qualify as an independent director.

 Wolfgang Ruecker is our sole director and officer
and does not qualify as an independent director. In addition, Mr. Ruecker 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, 2023, we had $74,889 of cash on
hand. These cash resources are not sufficient for us to execute our business plan. If we do not generate sufficient cash from our
intended financing activities and sales, we will be unable to continue our operations. We estimate that within the next 12 months
we will need $740,000 to continue operations. See "Estimated Expenses for the Next Twelve Months." While we intend
to engage in several equity or debt financings, there is no assurance that these will actually occur. Nor can we assure our shareholders
that we will not be required to obtain additional financing on terms that are dilutive 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 $850,912 and $1,599,256 for the years ended December
31, 2023 and 2022, respectively. The net cash used in operations was $387,840 and $511,926 for the years ended December 31, 2023
and 2022, 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.

 The proceeds of this Offering will go to the Selling
Shareholders. However, 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 officers and directors collectively own
a substantial portion of our outstanding common stock and own 100% of our outstanding Series A preferred stock, and as long as they do,
they are able to control the outcome of stockholder voting.

 Our officers and directors are collectively the beneficial
owners of approximately 90% of the outstanding shares of our common stock and own 100% of our outstanding Series A preferred stock as
of the date of this prospectus. Series A Convertible Preferred Stock shall be entitled to vote with the shares of the Company's
common stock at any annual or special 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 33,606,966 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.

 Wolfgang Ruecker, his family
and GH Bill, Inc., which Mr. Ruecker controls in his capacity as CEO, holds all the 1,000,000 shares of our Series A Preferred Shares.
Together, collectively in their entirety, all 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. Ruecker and his family, 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. In addition, Wolfgang Ruecker, his family and GH Bill, Inc. which he controls, would still control
84% of our issued and outstanding shares of common stock while only 16% of our common shares would be held by the public. As a result,
Mr. Ruecker, acting together with his family, will be 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. They 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 a Series A preferred
stock. A of December 31, 2023, we had an aggregate of 1,000,000 Preferred Series A Stock outstanding and 33,471,966 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 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 obligated 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, 2023 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 April 12, 2024, there were
approximately 36 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 are in the car care accessories business, focusing
on protection products/car cleaning accessories. We were founded in 2021 as a Florida corporation. Our history dates back to 2018 when
Wolfgang Ruecker, our Founder and CEO and car enthusiast, was confronted with a challenge: how do you keep a car with the scent it had
a brand-new right off the new car lot. The challenge led to years of collaboration with chemical engineers and mixers/perfumers resulting
in what we believe delivers the perfect sensory experience for a luxury car: the Miami Breeze Car Care Products.

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

 12-Month Outlook and Roll Out of Production

 In December 2022, we commenced placement of one product on Amazon.com.
The placement of our product generated minimal revenues to date. 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 April 1, 2024, we have approximately $115,000 in cash and have estimated $740,000 for projected expenses on SEC reporting,
legal, accounting and compliance, working capital/overhead and marketing and advertising for the next 12-months. The following provides
an overview of our estimated expenses to fund our plan of operation over the next twelve months.

 ESTIMATED EXPENSES FOR THE NEXT TWELVE MONTHS

 SEC reporting, legal, accounting, audit and compliance

 $
 120,000

 Working capital/overhead

 120,000

 Marketing and advertising

 500,000

 Total

 $
 740,000

 Our cash resources as of April 1, 2024 will not be
sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and
sales, or if our planned digital campaigns were to fail, we will be unable to execute on 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 $850,912 and $1,599,256 for the years ended December 31, 2023 and 2022, respectively. The net cash used in operations
was $387,840 and $511,926 for the years ended December 31, 2023 and 2022, 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

 Revenue

we generated revenues of $16,850 and $12,439, respectively, an increase of $4,411, or 35.5%. Since inception, a majority of the Company's
sales were generated in Europe. No customer accounted for over 10% of sales. The increase in sales was attributable to our marketing efforts.
In December 2022, the Company commenced sales on Amazon.com and to date sales have been minimal.

 Cost of Sales

cost of sales amounted to $7,121 and $6,079, respectively, an increase of $1,042 or 17.14%. The increase is primarily attributable to
increase in sales as described above.

 Operating expenses

 For the year ended December 31, 2023, operating expenses
amounted to $857,016 as compared to $1,605,424 for the year ended December 31 2022, a decrease of $748.408, or 46.6%. For the years ended
December 31 2023 and 2022, operating expenses consisted of the following:

 Year Ended December 31,

 2023

 2022

 Compensation and related benefits

 $

 56,648

 $

 105,333

 Advertising and promotion

 64,555

 58,247

 Professional fees

 422,435

 1,161,172

 Professional fees - related party

 197,000

 175,025

 General and administrative expenses

 45,879

 105,647

 Write off of obsolete inventory

 70,499

 -

 Total Operating Expenses

 $

 857,016

 $

 1,605,424

 Compensation and related benefits

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

 During the year ended December 31, 2023 and 2022,
compensation and related benefits amounted to $56,648 and $105,333, respectively, a decrease of $48,685, or 46.2%. The decrease was attributable
to a decrease in stock-based compensation of $33,333 and a decrease in other compensation and other related expenses of $15,352.

 Advertising and promotion

advertising and promotion expenses amounted to $64,555 and $58,247, respectively, an increase of $6,308, or 10.8%. The increase was primarily
attributable to the incurred packaging and artwork fees incurred during 2023 amounting to $48,422, offset by the decrease in social media
ads on Facebook and advertising campaigns in Europe to promote our products related to cost cutting measures of $42,114.

 Professional fees

we reported professional fees of $422,435 and $1,161,172, respectively, a decrease of $738,737, or 63.6%. The decrease was primarily attributable
to the decrease in stock-based consulting and legal fees of $740,648, offset by an increase in accounting fees of $2,085.

 Professional fees – related parties

we incurred $197,000 and $175,025 in professional fees – related parties, an increase of $21,975, or 12.6%. This increase was attributable
to an increase in fees paid to GH Bill of $95,500, pursuant to a business operations agreement with GH Bill. In connection with this agreement,
we paid a monthly service fee ranging from $4,000 to $18,500 to GH Bill for administration and back-office services. Beginning in June
2022, this monthly service fee was increased from $4,000 to $8,500 per month, in January 2023, the monthly fee was increased to $14,500,
and in August 2023, the monthly fee was increased to $18,500. In addition, during the years ended December 31, 2023 and 2022, we paid
additional service fees of $7,000 and $30,000, respectively. This increase was offset by a decrease in fees incurred of $73,525, pursuant
to a marketing agreement. On April 16, 2021, we entered into a one-year marketing consulting agreement with a company owned by the Company's
majority shareholder.. In connection with this agreement, we paid the related party cash of $285,000 in 2021. During the years ended December
31, 2023 and 2022, in connection with this agreement, we recorded professional fees – related parties of $0 and $73,525, respectively.

 General and administrative expenses

general and administrative expenses amounted to $45,879 and $105,647, a decrease of $59,768, or 56.6%. This decrease was primarily attributable
to a decrease in shipping charges of $46,440 related to the shipment of product from Europe to the United States that was incurred in
2022, a decrease in software and technology expenses of $27,990, and a decrease in travel expenses of $8,465, offset by an increase in
storage fees of $12,210.

 Write-off of obsolete inventory

 During the year ended December 31, 2023, we wrote
off obsolete and expired inventory in the amount of $70,499. During the year ended December 31, 2022, no such inventory was written off.

 Loss from Operations

 During the year ended December 31, 2023, loss from
operation amounted to $847,287 as compared to $1,599,064 during the year ended December 31, 2022, a decrease of $751,777 or 47.0%. The
increase 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, 2023 and 2022, we reported other expenses of $3,625 and $192, respectively, an increase
of $3,433 or 1,788.0%.

 Net Loss

 Due to the foregoing reasons, during the years ended
December 31, 2023 and 2022, our net loss was $850,912, or $(0.03) per common share (basic and diluted) and $1,599,256, or ($0.05) per
common share (basic and diluted), respectively, a decrease of $748,344, or 46.8%.

 Liquidity and Capital Resources

 Liquidity is the ability
of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had working capital of $176,038 and
$74,889 in cash as of December 31, 2023, and working capital of $1,026,950 and $462,729 in cash as of December 31, 2022, respectively.

2023

2022

 Working

Capital

Change

 Percentage

Change

 Working capital:

 Total current assets

 $

 199,847

 $

 1,045,219

 $

 (845,372

)

 (80.9

)%

 Total current liabilities

 (23,809

)

 (18,269

)

 (5,540

)

 30.3

)%

 Working capital

 $

 176,038

 $

 1,026,950

 $

 (850,912

)

 (82.9

)%

 The decrease in working capital
of $850,912 was primarily attributable to a decrease in current assets of $845,372 primarily due to a decrease in prepaid expenses of
$390,823, a decrease in cash of $387,840, a decrease in inventory of $66,709, and an increase in current liabilities of $5,540.

 The financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of
business. As reflected in the accompanying financial statements, we had a net loss of $850,912 and $1,599,256 for the years ended December
31, 2023 and 2022, respectively. Net cash used in operations was $387,840 and $511,926 for the years ended December 31, 2023 and
2022. Additionally, as of December 31, 2023 and 2022, we had an accumulated deficit of $3,431,085 and $2,580,173, respectively, and have
generated minimal revenues since inception. These factors raise substantial doubt about the Company's ability to continue as a going
concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will
ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking
to raise capital through additional debt and/or equity financing to fund its operations in the future. Although the Company has historically
raised capital from sales of common shares, there is no assurance that it will be able to continue to do so. If the Company is unable
to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail
its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or
the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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

 An increase in working capital requirements to finance our current business;

 Product development fees;

 Addition of administrative, and sales personnel as the business grows;

 The cost of being a public company;

 Marketing expense for building brand; and

 Capital requirements for production capacity

 Cash Flow Activities for the Years ended December
31, 2023 and 2022

 The following table shows a summary
of our cash flows for the year ended December 31, 2023 and 2022.

 Year Ended

 2023

 2022

 Net cash used in operating activities

 $

 (387,840

)

 $

 (511,926

)

 Net cash provided by financing activities

 -

 304,508

 Net decrease in cash

 (387,840

)

 (207,418

)

 Cash - beginning of the year

 670,147

 Cash - end of the year

 $

 74,889

 $

 Cash Flows from Operating Activities

 Net cash used in operating activities totaled $387,840
and $511,926 for the years ended December 31, 2023, and 2022, respectively, a decrease of $124,086.

 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.

 Net cash used in operating activities for the years
ended December 31, 2022 primarily reflected a net loss of $1,599,256, adjusted for the add-back (reduction) of non-cash items consisting
of stock-based compensation of $33,333, and stock-based professional fees of $1,011,574, offset by changes in operating assets and liabilities
primarily consisting of an increase in inventory of $103,904, a decrease in prepaid expenses and other current assets of $145,139 and
an increase in accounts payable of $1,188.

 Cash Flows from Investing Activities

 For the years ended December 31, 2023 and 2022, there
was no net cash used in or provided by investing activities.

 Cash Flows from Financing Activities

 There were no cash used in or provided by investing
activities for the year ended December 31, 2023. For the year ended December 31, 2022, net cash provided by financing activities was $304,508
which was solely from proceeds from the sale of our common stock.

 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.

 MIAMI BREEZE
CAR CARE INC.

 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, 2023 and 2022

 Statements of Operations - For the Years Ended December 31, 2023 and 2022

 Statements of Changes in Shareholders' Deficit - For the Years Ended December 31, 2023 and 2022

 Statements of Cash Flows – For the Years Ended December 31, 2023 and 2022

 Notes to Financial Statements

 F-8 to F-13

 F- 1

 Report of Independent Registered Public Accounting Firm

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

 Opinion on the financial
statements

 We have audited the accompanying
balance sheets of Miami Breeze Car Care, Inc., (the "Company") as of December 31, 2023 and December 31, 2022, the related
statements of operations, change in stockholders' equity and cash flows for the year ended December 31, 2023 and December 31, 2022,
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 at December 31, 2023, and December 31, 2022, and the results
of its operations and its cash flows for the years then ended, 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 of the financial statements,
the Company has an accumulated deficit of $3,431,085 and $2,580,173 as of December 31, 2023 and December 31, 2022, respectively. This
condition raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard
to this uncertainty are also described in the Note 2 to the financial statements. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for opinion

 These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our 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 audit, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our 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 audit provide a reasonable basis for our opinion.

 F- 2

 Critical audit matter

 The 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) relates to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate audit
opinion on the critical audit matters or on the accounts or disclosures to which they relate.

 Description of the matter

 As discussed in Note
2 of the financial statements, the Company's inventories are valued 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 year ended December 31, 2023 the Company has written off obsolete and expired inventory amounting $70,499.

 We identified that the written off of the obsolete/expired
inventory as a critical audit matter, because of the significant judgment by management in estimating the obsolete/expired inventory,
and the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the reasonableness of the significant
assumptions used.

 How we addressed the matter in our Audit.

 Our audit procedures related to the following:

 We evaluated the reasonableness of the significant assumptions used by management.

 We tested the accuracy and relevance of the management's estimates of obsolete/expired inventory.

 We tested the calculations related to the valuation estimates of obsolete/expired inventory.

 We evaluated the impact of the written off inventory on the financial statements.

 Mercurius & Associates LLP

 (Formerly known as AJSH & Co LLP)

 We have served as the Company's auditor
since 2021

 New Delhi, India

 April 15, 2024

 F- 3

 BALANCE SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 74,889

 $

 Inventory

 103,933

 170,642

 Prepaid expenses and other current assets

 411,848

 Prepaid expenses - related party

 20,870

 -

 Total Current Assets

 199,847

 1,045,219

 TOTAL ASSETS

 $
 199,847

 $
 1,045,219

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 23,809

 $
 17,639

 Accounts payable - related party

 -

 Total Current Liabilities

 23,809

 18,269

 Total Liabilities

 23,809

 18,269

 SHAREHOLDERS' EQUITY:

 Preferred stock; par value $ 0.0001; 1,000,000 shares authorized; Series A Preferred stock; 1,000,000 shares designated; 1,000,000 shares issued and outstanding at December 31, 2023 and 2022

 Common stock; par value $ 0.0001: 500,000,000 shares authorized; 33,471,966 shares issued and outstanding at December 31, 2023 and 2022

 3,347

 3,347

 Additional paid-in capital

 3,603,676

 3,603,676

 Accumulated deficit

 ( 3,431,085
)

 ( 2,580,173
)

 Total Shareholders' Equity

 176,038

 1,026,950

 Total Liabilities and Shareholders' Equity

 $
 199,847

 $
 1,045,219

 See accompanying notes to financial statements.

 F- 4

 STATEMENTS OF OPERATIONS

 For the Year Ended

 For the Year Ended

 2023

 2022

 REVENUES

 $
 16,850

 $
 12,439

 COST OF SALES

 7,121

 6,079

 GROSS PROFIT

 9,729

 6,360

 OPERATING EXPENSES:

 Compensation and related benefits

 56,648

 105,333

 Advertising and promotion

 64,555

 58,247

 Professional fees (includes stock-based professional fees of $ 363,426 and $ 1,011,574 for the years ended December 31, 2023 and 2022, respectively)

 422,435

 1,161,172

 Professional fees - related party

 197,000

 175,025

 General and administrative expenses

 45,879

 105,647

 Write-off of obsolete inventory

 70,499

 -

 Total Operating Expenses

 857,016

 1,605,424

 LOSS FROM OPERATIONS

 ( 847,287
)

 ( 1,599,064
)

 OTHER EXPENSES:

 Foreign currency transaction loss

 ( 3,625
)

 ( 192
)

 Total Other Expenses

 ( 3,625
)

 ( 192
)

 NET LOSS

 $
 ( 850,912
)

 $
 ( 1,599,256
)

 NET LOSS PER COMMON SHARE:

 Basic and diluted

 $
 ( 0.03
)

 $
 ( 0.05
)

 WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:

 Basic and diluted

 33,471,966

 33,376,998

 See accompanying notes to financial statements.

 F- 5

 STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Additional

 Total

 Preferred Stock

 Common Stock

 Paid-in

 Accumulated

 Shareholders'

 # of Shares

 Amount

 # of Shares

 Amount

 Capital

 Deficit

 Equity

 Balance, December 31, 2021

 1,000,000

 $

 33,120,466

 $
 3,312

 $
 3,249,203

 $
 ( 980,917
)

 $
 2,271,698

 Common stock issued for services and future services

 -

 -

 50,000

 49,995

 -

 50,000

 Common stock issued for cash

 -

 -

 301,500

 304,478

 -

 304,508

 Net loss

 -

 -

 -

 -

 -

 ( 1,599,256
)

 ( 1,599,256
)

 Balance, December 31, 2022

 1,000,000

 33,471,966

 3,347

 3,603,676

 ( 2,580,173
)

 1,026,950

 Net loss

 -

 -

 -

 -

 -

 ( 850,912
)

 ( 850,912
)

 Balance, December 31, 2023

 1,000,000

 $

 33,471,966

 $
 3,347

 $
 3,603,676

 $
 ( 3,431,085
)

 $
 176,038

 See accompanying notes to financial statements.

 F- 6

 STATEMENTS OF CASH FLOWS

 For the Year Ended

 For the Year Ended

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
 ( 850,912
)

 $
 ( 1,599,256
)

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

 Stock-based compensation

 -

 33,333

 Stock-based professional fees

 363,426

 1,011,574

 Write-off of obsolete inventory included in operating expenses

 70,499

 -

 Change in operating assets and liabilities:

 Inventory

 ( 3,790
)

 ( 103,904
)

 Prepaid expenses and other current assets

 48,267

 145,139

 Prepaid expenses - related party

 ( 20,870
)

 -

 Accounts payable

 6,170

 1,188

 Accounts payable - related party

 ( 630
)

 -

 NET CASH USED IN OPERATING ACTIVITIES

 ( 387,840
)

 ( 511,926
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from sale of common stock

 -

 304,508

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 -

 304,508

 NET DECREASE IN CASH

 ( 387,840
)

 ( 207,418
)

 CASH, beginning of year

 670,147

 CASH, end of year

 $
 74,889

 $

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for:

 Interest

 $
 -

 $
 -

 Income taxes

 $
 -

 $
 -

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Common stock issued for prepaid expenses

 $
 -

 $
 16,667

 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 financial statements, the Company had a net loss of
$ 850,912 and $ 1,599,256 for the years ended December 31, 2023 and 2022, respectively. The
Company has an accumulated deficit of $ 3,431,085 and $ 2,580,173 for the year ended December 31, 2023 and December 31, 2022, respectively.
The net cash used in operations was $ 387,840 and $ 511,926 for the years ended December 31, 2023 and 2022, 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, 2023 and 2022 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, 2023 and 2022. 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 accounts payable approximate their fair market value based on the short-term maturity of these
instruments.

 Cash and Cash Equivalents

 For purposes of the statements of cash flow, the Company
considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash
equivalents. The Company has no cash equivalents as of December 31, 2023 and 2022.

 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, 2023 and 2022, the Company
wrote off obsolete and expired inventory in the amount of $ 70,499 and $ 0, respectively, which has been included in operating expenses
on the accompanying statements of operations. The loss from inventory write-off was presented separately from cost of sales to highlight
the significant change in inventory valuation. On December 31, 2023 and 2022, inventory amounted to $ 103,933 and $ 170,642 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 $ 21,025 (including prepaid expenses
– related party of $ 20,870) and $ 411,848 on December 31, 2023 and 2022, 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, 2023 and 2022, advertising costs charged to operations were $ 64,555 and $ 58,247, respectively.

 Federal and State Income Taxes

 The Company accounts for income tax using the liability
method prescribed by ASC 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based
on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect
in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets
if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not
be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment
date.

 The Company follows the accounting guidance for uncertainty
in income taxes using the provisions of Accounting Standards Codification (ASC) 740 "Income Taxes ". Using that guidance,
tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained
upon examination by the tax authorities. As of December 31, 2023 and 2022, the Company had no uncertain tax positions that qualify for
either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the periods ended on December
31, 2023 and 2022. The Company recognizes interest and penalties related to uncertain income tax positions in other expenses. However,
 no such interest and penalties were recorded as of December 31, 2023 and 2022.

 F- 9

 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,
2023 and 2022, 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 operated in one 1 reportable business segment.

 Recent Accounting Pronouncements

 In December 2019, the FASB issued Accounting Standards Update No. 2019-12
– Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in the accounting
standards. The amendments in ASU 2020-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology
for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12
also clarifies and simplifies other aspects of the accounting for income taxes. The amendments in ASU 2019-12 became effective for us
as of the beginning of our 2022 fiscal year. Early adoption is permitted, including adoption in any interim period. The adoption of this
guidance had no effect on our financial position and results of operations.

 In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting
for Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by
removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single
liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that
are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for
the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for
fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted.
The Company is currently evaluating the impact of the adoption of the standard on the financial statements.

 Other accounting
standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material
impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have
an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

 NOTE 3 – SHAREHOLDERS' EQUITY

 Preferred Stock

 The Company is authorized to issue 1,000,000 shares
of its $ 0.0001 par value preferred stock. The Company's board of directors will have the authority to fix and determine the relative
rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As of
December 31, 2023 and 2022, 1,000,000 shares have been designated as Series A preferred stock and 1,000,000 Series A preferred shares
were issued and outstanding.

 F- 10

 Series A Preferred stock

 The Certificate of Designations, Preferences, Rights,
and Limitations of Series A Preferred Stock ("Certificate of Designations") provides that the Series A Preferred Stock shall
be entitled to vote with the shares of the Company's common stock at any annual or special meetings of the stockholders of the Company.
Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all
voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through
the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders,
to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing
has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any
manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy,
dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal
and any usual daily operations of the Company.

 Upon any liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary (a "Liquidation"), the holders shall be entitled to receive out of the assets
of the Company whether such asset or capital are surplus, for each of Preferred Stock an amount equal to the Holder's pro rata share
of the assets and funds of the Company to be distributed.

 The Series A Preferred shall have no conversion rights
and no divided shall be declared or paid to the Series A Preferred Stock.

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

 Common Stock

 Sale of Common Stock

 In connection with subscription agreements, during
April 2022, the Company sold 300,000 shares of the Company's common stock for cash proceeds of $ 300,000, or $ 1.00 per share.

 In connection with subscription agreements, during
April and May 2022, the Company sold 1,500 shares of the Company's common stock for cash proceeds of $ 4,508, or $ 3.00 per share.

 Issuance of Common Stock for Services

 On April 28, 2021, the Company entered into a two-year
brand ambassador agreement with an entity for marketing and promotional services, including the designing and implementation of certain
promotional campaigns to be rendered by the entity and a certain individual sports celebrity. In connection with this brand ambassador
agreement, the Company issued 2,000,000 restricted common shares of the Company to this entity. These shares vest immediately. These shares
were valued at $ 2,000,000, or $ 1.00 per common share, based on contemporaneous common share sales by the Company. In connection with this
agreement, during the years ended December 31, 2023 and 2022, the Company recorded stock-based professional fees of $ 333,333 and $ 1,000,000
respectively. On December 31, 2023 and 2022, prepaid expenses related to these shares amounted to $ 0 and $ 333,333.

 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, 2023 and 2022, the Company recorded stock-based-professional fees
of $ 25,000 and $ 87,500, respectively. On December 31, 2023 and 2022, prepaid expenses amounted to $ 0 and $ 25,000.

 On April 16, 2022, the Company issued 33,333 shares
of its common stock to the Company's chief operating officer for services rendered. These shares were valued at $ 33,333, or $ 1.00
per common share, based on contemporaneous common share sales by the Company. In connection with these shares, on April 16, 2022, the
Company recorded stock-based compensation of $ 33,333.

 On April 20, 2022, the Company issued 16,667 shares
of its common stock to a consultant pursuant to a 12-month consulting agreement. These shares were valued at $ 16,667, or $ 1.00 per common
share, based on contemporaneous common share sales by the Company. In connection with these shares, for the years ended December 31, 2023
and 2022, the Company recorded stock-based professional fees of $ 5,093 and $ 11,574, respectively. On December 31, 2023 and 2022, prepaid
expenses amounted to $ 0 and $ 5,093, respectively.

 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, 2023 and 2022, the
Company had approximately $ 0 and $ 212,000 of cash in financial institutions that are not insured, respectively. The Company has not experienced
any losses in such accounts through December 31, 2023.

 Sales Concentration

 During the year ended December 31, 2023, 66.4 % of
the Company's sales were generated in Europe. No customer accounted for 10% of sales.

 F- 11

 NOTE 5 – RELATED PARTY TRANSACTIONS

 Consulting agreement – related party

 On April 16, 2021, the Company entered into a one-year
Independent Marketing Consultant Agreement with Sky Breeze Capital, Ltd., a company whose sole owner is Wolfgang Ruecker, our CEO and
majority shareholder. In connection with this agreement, the Company paid the related party cash of $ 285,000. During the years ended December
31, 2023 and 2022, the Company recorded professional fees – related party of $ 0 and $ 73,525, respectively.

 GH Bill, Inc.

 In 2021, GH Bill, Inc. ("GH Bill"), an
entity owned by the Company's majority shareholder, purchased $630 of inventory on behalf of the Company. On December 31, 2023 and
2022, accounts payable due to this entity amounted to $ 0 and $ 630, respectively, and is included in accounts payable – related party
on the accompanying balance sheets.

 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, 2023 and 2022, the Company paid additional service fees of $7,000
and $30,000, respectively. In connection with this consulting agreement, for the years ended December 31, 2023 and 2022, the Company recorded
professional fees – related party of $ 197,000 and $ 101,500, respectively.

 RN Consulting GmbH

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

 NOTE 6 – 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, 2023 and 2022 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, 2023 and 2022 were as follows:

 Schedule of effective income tax rate reconciliation

 2023

 2022

 Income tax benefit at U.S. statutory rate

 ( 178,691
)

 $
 ( 335,844
)

 State income taxes

 ( 42,546
)

 ( 79,963
)

 Non-deductible expenses

 94,491

 271,676

 Change in valuation allowance

 126,746

 144,131

 Total provision for income tax

 -

 $
 -

 The Company's approximate net deferred tax asset
as of December 31, 2023 and 2022 was as follows:

 Schedule of deferred tax assets

 Deferred Tax Asset:

 2023

 2022

 Net operating loss carryforward

 350,632

 $
 223,886

 Total deferred tax asset before valuation allowance

 350,632

 223,886

 Valuation allowance

 ( 350,632
)

 ( 223,886
)

 Net deferred tax asset

 $
 -

 $
 -

 The
net operating loss carryforward was approximately $ 1,348,500 on
December 31, 2023. The Company provided a valuation allowance equal to the net deferred income tax asset as of December 31, 2023 because
it was not known whether future taxable income will be sufficient to utilize the loss carryforward. During the year ended December 31,
2023, the valuation allowance increased by $ 126,746. 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 2023, 2022 and 2021 Corporate Income Tax Return are subject to
Internal Revenue Service examination.

 F- 12

 NOTE 7 – SUBSEQUENT EVENTS

 Common shares issued for services

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

 Private Placement Subscription Agreement

 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.

 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,
2023, 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, 2023. 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, 2023, 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, 2023 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

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

 Wolfgang Ruecker - Mr.
Wolfgang Ruecker, CEO is a Miami, Florida based investor and entrepreneur is our sole officer and director. Mr. Ruecker has over 20 years'
experience as an investor. Mr. Ruecker has invested in and operated online payment processing companies and has experience in financial
management and operations. Since 2018, Mr. Ruecker has served as CEO of GH Bill Inc., which assists companies in going public.

 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 Wolfgang Ruecker. Mr. Ruecker 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,
2023, the Board held one board meeting in person and via teleconference, and acted 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, Wolfgang Ruecker, who is serving as our Chairman. Mr. Ruecker 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, 2023 and 2022.

 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, 2023 and 2022, are as follows:

 Wolfgang Ruecker – Chief Executive Officer and Chief Financial Officer;

 2023 Summary Compensation Table

information regarding compensation awarded to, earned by or paid to each of the named executive officers for the years ended December
31, 2023 and 2022.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 All Other

 ($)(1)

 Total

 ($)

 2023

 -

 -

 -

 -

 -

 -

 Chief Executive Officer, Chief Financial Officer and Treasurer

 2022

 -

 -

 -

 -

 -

 -

 (1)
 Mr. Ruecker 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. Mt Ruecker's compensation
does 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, 2023:

 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

 Pay Versus Performance (PVP)

 In accordance with the SEC's
disclosure requirements regarding pay versus performance, or PVP, this section presents the SEC-defined "Compensation Actually Paid,"
or CAP of our PEO and NEOs for each of the fiscal years ended December 31, 2023, 2022 and 2021, and our financial performance. Also as
required by the SEC, this section compares CAP to various measures used to gauge performance at the Company for each such fiscal year.
Also as required by the SEC, this section compares CAP to various measures used to gauge performance at the Company.

 Pay versus Performance Table - Compensation
Definitions

 Salary, Bonus, Stock Awards, and
All Other Compensation are each calculated in the same manner for purposes of both CAP and Summary Compensation Table, or SCT values.
The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of "Stock Awards,"
with the table below describing the differences in how these awards are valued for purposes of SCT total and CAP:

 SCT Total

 CAP

 Stock Awards

 Grant date fair value of stock awards granted during the year

 Fair value of stock awards that are unvested as of the end of the year, or vested during the year

 Pay Versus Performance Table

 In accordance with the SEC's
PVP rules, the following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December
31, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

 Year (1)

 Summary

Table Total

for PEO

Actually Paid

to PEO

 Average

Summary

Table Total

for Non-PEO

NEOs

 Average

Actually Paid

 to Non-PEO

 NEOs

 Value of

Initial

Fixed $100

Investment

Based On

Total (2)

Shareholder

Return

 Net Loss

 2023

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 (850,912

)

 2022

 $

 -

 $

 -

 $

 -

 $

 -

 $

 -

 $

 (1,599,256

)

 2021

 $

 285,000

 $

 285,000

 $

 -

 $

 -

 $

 -

 $

 (980,917

)

 (1)

 The PEO (CEO) in the 2023, 2022 and 2021 reporting year is Wolfgang Ruecker.

 (2)

 The CAP was calculated beginning with the PEO's SCT total.

 Director Compensation

 The following table sets forth director compensation for the year ended
December 31, 2023.

 Fees

 Earned

 or Paid

 in Cash

 Stock Awards

 Non-Equity

Incentive Plan

 Nonqualified

Deferred

Earnings

 All Other

 Total

 Name of Director

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

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

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 33,606,966 shares of our common stock outstanding as of April 12, 2024. Shares of common stock that a person has the right
to acquire within 60 days of April 12, 2024, 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

 GH Bill Inc. (1)

 10,000,000

 29.8

 %

 Firaz Ruecker (2)

 10,000,000

 29.8

 %

 Lance Ruecker (3)

 10,000,000

 29.8

 %

 RN Consulting GMBH

 Baarerstrasse 57

 Zug 6302

 Switzerland

 2,000,000

 5.9

 %

 Total

 32,000,000

 95.3

 %

 Preferred Stock

 Name and Address of Beneficial Owner

 Shares of

Preferred

Stock

Beneficially

owned

 Percent of

 Class

 Beneficially

 owned

 Percent of

 Voting

 Power (1)

 GH Bill Inc. (1)

 250,000

 %

 16.25

 %

 Firaz Ruecker (2)

 250,000

 %

 16.25

 %

 Lance Ruecker (3)

 500,000

 %

 32.50

 %

 Total

 1,000,000

 %

 65.00

 %

 (1)
 Wolfgang Ruecker, our CEO, and sole Director is also the CEO of GH Bill, Inc.

 (2)
 Firaz Ruecker is the wife of Wolfgang Ruecker

 (3)
 Lance Ruecker is the son of Wolfgang Ruecker

 A beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power,
which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons
share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of April 12, 2024, there were
33,606,966 shares of our common stock and 1,000,000 shares of Series A preferred stock issued and outstanding.

 Series A Preferred stock

 The Certificate of Designations, Preferences, Rights,
and Limitations of Series A Convertible Preferred Stock ("Certificate of Designations") provides that the Series A Convertible
Preferred Stock shall be entitled to vote with the shares of the Company's common stock at any annual or special 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 33,606,966 shares of
common stock and 1,000,000 shares of Series A preferred stock held by our officers and directors were issued, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares
can be publicly sold, subject to volume restrictions and restrictions on the manner of sale. Such shares can only be sold after six months
provided that the issuer of the securities is and has been for a period of at least 90 days immediately before the sale, subject to the
reporting requirements of section 13 or 15(d) of the Exchange Act. Shares purchased in this offering, which will be immediately resalable,
and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any,
of our common stock and the shares we are offering.

 There is no public trading market
for our common stock. To be quoted on the 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

as of December 31, 2023 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

 Consulting agreement – related party

 On April 16, 2021, we entered
into a one-year Independent Marketing Consultant Agreement with Sky Breeze Capital, Ltd., a company whose sole owner is Wolfgang Ruecker,
our CEO and majority shareholder. In connection with this agreement, we paid the related party cash of $285,000. During the years ended
December 31, 2023 and 2022, we recorded professional fees – related party of $0 and $73,525, respectively.

 GH Bill, Inc.

 In 2021, GH Bill, Inc. ("GH
Bill"), an entity owned by the Company's majority shareholder, purchased $630 of inventory on behalf of the Company. On December
31, 2023 and 2022, accounts payable due to this entity amounted to $0 and $630, respectively, and is included in accounts payable –
related party on the accompanying balance sheets.

 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, 2023 and 2022, the Company paid additional service
fees of $7,000 and $30,000, respectively. In connection with this consulting agreement, for the years ended December 31, 2023 and 2022,
the Company recorded professional fees – related party of $197,000 and $101,500, 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

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

 2023

 2022

 Audit Fees

 $

 19,000

 $

 15,240

 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, 2023 and 2022

 Statements of Operations for the Years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Deficit for the Years ended December 31, 2023 and 2022

 Statements of Cash Flows for the Years ended December 31, 2023 and 2022

 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: April 15, 2024

 By:

 /s/ Wolfgang Ruecker

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

 POWER OF ATTORNEY

 Each person whose signature appears
below hereby appoints Wolfgang Ruecker 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/ Wolfgang Ruecker

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

 April 15, 2024

 (principal executive officer and principal financial and accounting officer)