Miami Breeze Car Care Inc. Files Q1 2025 10-Q

TL;DR

**MIAMI BREEZE CAR CARE INC. FILED ITS Q1 2025 10-Q. FINANCIALS ARE IN.**

AI Summary

Miami Breeze Car Care Inc. filed its 10-Q for the period ending March 31, 2025. The filing details the company's financial position and operations. Specific financial figures and operational details for the first quarter of 2025 are presented, alongside comparative data from the previous fiscal year.

Why It Matters

This filing provides investors and analysts with the latest financial performance and condition of Miami Breeze Car Care Inc., crucial for evaluating the company's trajectory.

Risk Assessment

Risk Level: low — The filing is a standard quarterly report and does not indicate any immediate or significant risks.

Key Players & Entities

• MIAMI BREEZE CAR CARE INC (company) — Filer
• 20250331 (date) — Reporting Period End Date
• 20250815 (date) — Filing Date
• 848 BRICKELL AVE (address) — Business and Mail Address
• MIAMI (location) — City
• FL (location) — State

FAQ

Key Financial Figures

• $0.0001 — e Exchange Act: Common Stock, par value $0.0001 per share Indicate by checkmark wheth

Filing Documents

• miami-20250331_10q.htm (10-Q) — 540KB
• miami-20250331_10qex31z1.htm (EX-31) — 12KB
• miami-20250331_10qex31z2.htm (EX-31) — 12KB
• miami-20250331_10qex32z1.htm (EX-32) — 5KB
• 0001520138-25-000258.txt ( ) — 3209KB
• cik0001872066-20250331.xsd (EX-101.SCH) — 30KB
• cik0001872066-20250331_cal.xml (EX-101.CAL) — 45KB
• cik0001872066-20250331_def.xml (EX-101.DEF) — 71KB
• cik0001872066-20250331_lab.xml (EX-101.LAB) — 219KB
• cik0001872066-20250331_pre.xml (EX-101.PRE) — 181KB
• miami-20250331_10q_htm.xml (XML) — 368KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 1 Consolidated Balance Sheets - As of March 31, 2025 (Unaudited) and December 31, 2024 1 Consolidated Statements of Operations and Comprehensive Loss - For the three months ended March 31, 2025 and 2024 (Unaudited) 2 Consolidated Statements of Changes in Shareholders' Deficit - For the three months ended March 31, 2025 and 2024 (Unaudited) 3 Consolidated Statements of Cash Flows – For the three months ended March 31, 2025 and 2024 (Unaudited) 4 Notes to Unaudited Consolidated Financial Statements 5 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 19 Item 4.

Controls and Procedures

Controls and Procedures 19

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 20 Item 1A.

Risk Factors

Risk Factors 20 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20 Item 3. Defaults Upon Senior Securities 20 Item 4. Mine Safety Disclosures 20 Item 5. Other Information 20 Item 6. Exhibits 20

SIGNATURES

SIGNATURES 21 i Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q (this "Report") contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Report, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management and expected market growth, are forward-looking "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 perf

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS MIAMI BREEZE CAR CARE INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, 2025 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 306,710 $ 3,743 Accounts receivable 18,876 - Inventory 74,262 6,736 Prepaid expenses and other current assets 186,668 2,395 Total Current Assets 586,516 12,874 Property and equipment, net 48,123 - Operating right of use asset, net 699,326 - Goodwill 360,954 - TOTAL ASSETS $ 1,694,919 $ 12,874 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expenses $ 312,876 $ 82,300 Acquisition payable 317,986 - Lease liability 61,768 - Due to related parties 74,767 - Contract liabilities 8,341 - Subscriptions payable - 66,600 Total Current Liabilities 775,738 148,900 Lease liability, net of current portion 637,558 - Total Liabilities 1,413,296 148,900 SHAREHOLDERS' EQUITY (DEFICIT): Preferred stock; par value $ 0.0001 ; 1,000,000 shares authorized; Series A Preferred stock; 1,000,000 shares designated; 1,000,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 100 100 Common stock; par value $ 0.0001 : 500,000,000 shares authorized; 47,710,266 and 33,606,966 shares issued and 27,710,266 and 13,606,966 shares outstanding at March 31, 2025 and December 31, 2024, respectively 4,771 3,361 Additional paid-in capital 4,309,377 3,721,662 Treasury stock ( 20,000,000 shares at March 31, 2025 and December 31, 2024) ( 2,000 ) ( 2,000 ) Other comprehensive gain 5,011 - Accumulated deficit ( 4,035,636 ) ( 3,859,149 ) Total Shareholders' Equity (Deficit) 281,623 ( 136,026 ) Total Liabilities and Shareholders' Equity $ 1,694,919 $ 12,874 See accompanying notes to unaudited consolidated

financial statements

financial statements. 1 MIAMI BREEZE CAR CARE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) For the Three Months Ended March 31, 2025 2024 SALES $ 79,270 $ 1,703 COST OF SALES 15,179 959 GROSS PROFIT 64,091 744 OPERATING EXPENSES: Advertising and promotion - 2,313 Professional fees 115,639 55,625 Professional fees - related parties 56,582 62,000 General and administrative expenses 78,228 7,555 Total Operating Expenses 250,449 127,493 LOSS FROM OPERATIONS ( 186,358 ) ( 126,749 ) OTHER INCOME (EXPENSE): Interest expense ( 1,280 ) - Foreign currency transaction gain (loss) 11,151 ( 668 ) Total Other Income (Expense), net 9,871 ( 668 ) NET LOSS $ ( 176,487 ) $ ( 127,417 ) COMPREHENSIVE LOSS: Net loss $ ( 176,487 ) $ ( 127,417 ) Other comprehensive gain: Unrealized foreign currency translation gain 5,011 - Comprehensive loss $ ( 171,476 ) $ ( 127,417 ) NET LOSS PER COMMON SHARE: Basic and diluted $ ( 0.01 ) $ ( 0.00 ) WEIGHTED AVERAGE COMMON SHARE OUTSTANDING: Basic and diluted 18,511,975 33,527,955 See accompanying notes to unaudited consolidated

financial statements

financial statements. 2 MIAMI BREEZE CAR CARE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited) Additional Accumulated Other Total Preferred Stock Common Stock Paid-in Treasury Stock Comprehensive Accumulated Shareholders' # of Shares Amount # of Shares Amount Capital # of Shares Amount Gain Deficit Equity (Deficit) Balance, December 31, 2024 1,000,000 $ 100 33,606,966 $ 3,361 $ 3,721,662 20,000,000 $ ( 2,000 ) $ - $ ( 3,859,149 ) $ ( 136,026 ) Common stock issued for acquisition - - 14,030,050 1,403 521,122 - - - - 522,525 Common stock issued for cash - - 73,250 7 66,593 - - - - 66,600 Accumulated other comprehensive gain - - - - - - - 5,011 - 5,011 Net loss - - - - - - - - ( 176,487 ) ( 176,487 ) Balance, March 31, 2025 1,000,000 $ 100 47,710,266 $ 4,771 $ 4,309,377 20,000,000 $ ( 2,000 ) $ 5,011 $ ( 4,035,636 ) $ 281,623 Accumulated Other Preferred Stock Common Stock Paid-in Treasury Stock Comprehensive Accumulated Shareholders' # of Shares Amount # of Shares Amount Capital # of Shares Amount Gain Deficit Equity Balance, December 31, 2023 1,000,000 $ 100 33,471,966 $ 3,347 $ 3,603,676 - $ - $ - $ ( 3,431,085 ) $ 176,038 Common stock issued for services - - 40,000 4 39,996 - - - - 40,000 Common stock issued for cash - - 95,000 10 75,990 - - - - 76,000 Net loss - - - - - - - - ( 127,417 ) ( 127,417 ) Balance, March 31, 2024 1,000,000 $ 100 33,606,966 $ 3,361 $ 3,719,662 - $ - $ - $ ( 3,558,502 ) $ 164,621 See accompanying notes to unaudited consolidated

financial statements

financial statements. 3 MIAMI BREEZE CAR CARE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 176,487 ) $ ( 127,417 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 1,476 - Stock-based professional fees - 40,000 Change in operating assets and liabilities: Accounts receivable 3,442 - Inventory ( 8,196 ) 157 Prepaid expenses and other current assets ( 57,520 ) ( 2,809 ) Prepaid expenses - related party - 3,000 Accounts payable ( 38,849 ) 5,100 Contract liabilities 2,275 - NET CASH USED IN OPERATING ACTIVITIES ( 273,859 ) ( 81,969 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash acquired in acquisition 441,332 - Purchase of property and equipment ( 6,014 ) - NET CASH PROVIDED BY INVESTING ACTIVITIES 435,318 - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock - 76,000 Payment of deferred offering costs - ( 10,000 ) Proceeds from related party advances 136,497 - NET CASH PROVIDED BY FINANCING ACTIVITIES 136,497 66,000 NET INCREASE (DECREASE) IN CASH 297,956 ( 15,969 ) Effect of exchange rate changes on cash 5,011 - CASH, beginning of period 3,743 74,889 CASH, end of period $ 306,710 $ 58,920 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for: Interest $ 1,280 $ - Income taxes $ - $ - Non-cash investing and financing activities: Common shares issued for subscription payable $ 66,593 ACQUISITIONS: Assets acquired: Cash $ 441,332 $ - Accounts receivable 22,318 - Inventory 59,330 - Prepaid expenses 126,753 - Due from related party 135,238 - Property and equipment 43,585 - Operating right of use asset 678,012 - Total assets acquired 1,506,568 - Less: liabilities assumed: - - Accounts payable and accrued expenses 26

financial statements

financial statements. 4 MIAMI BREEZE AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2025 (Unaudited) NOTE 1 – NATURE OF ORGANIZATION Nature of Organization Miami Breeze Car Care Inc. (the "Company") was incorporated on February 25, 2021 in the State of Florida, The Company is a developer and distributor of automotive care products that provide a long-lasting, new car scent. On January 30, 2025, the Company formed a wholly-owned subsidiary, Gin City Management GmbH, a limited liability company incorporated under the laws of Munich, Germany ("Gin City Management"). The purpose of Gin City Management is the development, production, distribution and marketing of beverages of all kinds, both alcoholic and non-alcoholic, as well as acquisition, management, operation and sale of catering businesses. On February 28, 2025, the Company completed the acquisition of 100 % ownership of Gin City Group, Inc, a Florida corporation and its wholly- owned subsidiary, Gincity GmbH, a German-based corporation ("Gincity GmbH"). The transaction was completed by and between the Company and the shareholders of Gin City Group, Inc., represented by a holder of the Series A Super Voting Preferred Stock of Gin City Group, Inc., Harald Gietmann, who has a material relationship with the Company, via his appointment as a director and officer of the Company, and through his acquisition of 100% of the Series A Preferred Stock of the Company as described below. The nature and amount of consideration given or received for the assets was exactly one (1) share of the Company's common stock, par value $ 0.0001 per share, for each one (1) share of Gin City Group, Inc. held as of the record date of February 19, 2025 , for a total of exactly 14,030,050 shares of the Company's common stock issued to those shareholders of Gin City Group, Inc., except GH Bill, Inc. and Harald Gietmann who have an interest in both the Company and Gin

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2025 (Unaudited) Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $ 176,487 and $ 127,417 for the three months ended March 31, 2025 and 2024, respectively. The net cash used in operations was $ 273,859 and $ 81,969 for the three months ended March 31, 2025 and 2024, respectively. The Company has an accumulated deficit of $ 4,035,636 and $ 3,859,149 on March 31, 2025 and December 31, 2024, 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 repo

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2025 (Unaudited) The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses, acquisition payable, lease liability, due to related parties, contract liabilities, and subscriptions payable approximate their fair values based on the short-term maturity of these instruments. Business Acquisition The Company accounted for its business acquisition using the acquisition method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. Determining the fair value of certain acquired assets and liabilities was subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. The business acquisition was included in the Company's consolidated financial statements as of the date of the acquisition. (See Note 3). Cash and Cash Equivalents For the purposes of the statements of cash flow, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of March 31, 2025 and December 31, 2024. Accounts Receivable The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an asse

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