Miami Breeze Diversifies into Gin Bar, Sales Soar but Losses Widen

TL;DR

**MIBE's gin acquisition is a Hail Mary pass; sales are up, but so are losses, making it a speculative bet on a turnaround.**

AI Summary

MIAMI BREEZE CAR CARE INC. (MIBE) reported a significant increase in sales for the six months ended June 30, 2025, reaching $322,890, a substantial rise from $3,952 in the same period of 2024. This growth was primarily driven by the acquisition of Gin City Group, Inc. and its subsidiary Gincity GmbH on February 28, 2025, which diversified the company into the beverage and hospitality sectors. Despite the revenue surge, the company's net loss widened to $359,319 for the six months ended June 30, 2025, compared to a net loss of $223,916 in the prior year, largely due to increased operating expenses, including professional fees of $179,788 and related party professional fees of $168,969. Cash used in operating activities also increased significantly to $592,340 from $139,406 year-over-year. The company's total assets grew dramatically to $1,906,442 as of June 30, 2025, from $12,874 at December 31, 2024, reflecting the acquired assets, including $441,332 in cash from the acquisition. However, MIBE continues to operate with an accumulated deficit of $4,218,468 as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern.

Why It Matters

This filing reveals a dramatic strategic pivot for MIAMI BREEZE CAR CARE INC., moving from automotive care to the beverage and hospitality industry through the Gin City Group acquisition. For investors, this represents a high-risk, high-reward scenario; while sales have exploded, so have losses and operational cash burn, indicating significant integration and scaling challenges. Employees of the acquired Gin City entities face uncertainty as the parent company struggles with a going concern warning. Customers of the Munich gin bar might see changes as the new ownership seeks profitability. The broader market will watch if this small cap can successfully execute such a drastic diversification, potentially setting a precedent for other micro-cap companies seeking rapid growth outside their core competencies.

Risk Assessment

Risk Level: high — The company explicitly states a "substantial doubt about the Company's ability to continue as a going concern" due to a net loss of $359,319 and $592,340 in cash used in operations for the six months ended June 30, 2025. This, coupled with an accumulated deficit of $4,218,468, indicates severe financial distress and a high risk of business failure.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the going concern warning and significant losses, a 'wait and see' approach is prudent, monitoring for concrete evidence of successful integration of the Gin City acquisition and a clear path to profitability before considering any investment.

Financial Highlights

debt To Equity

3.48

revenue

$322,890

operating Margin

-117.7%

total Assets

$1,906,442

total Debt

$1,480,815

net Income

$-359,319

eps

$-0.02

gross Margin

40.5%

cash Position

$253,241

revenue Growth

+8050%

Revenue Breakdown

Key Numbers

• $322,890 — Sales (Increased from $3,952 in Q2 2024, a 8050% increase, primarily due to acquisition.)
• $359,319 — Net Loss (Widened from $223,916 in Q2 2024, indicating increased operational costs despite higher sales.)
• $592,340 — Cash Used in Operating Activities (Increased from $139,406 in Q2 2024, highlighting significant cash burn.)
• $4,218,468 — Accumulated Deficit (Increased from $3,859,149 at December 31, 2024, signaling ongoing unprofitability.)
• $1,906,442 — Total Assets (Increased from $12,874 at December 31, 2024, largely due to the Gin City acquisition.)
• 14,030,050 — Common Shares Issued (Issued for the acquisition of Gin City Group, Inc.)
• $441,332 — Cash Acquired (Cash obtained through the Gin City Group acquisition.)
• $179,788 — Professional Fees (Significant operating expense for the six months ended June 30, 2025.)
• $168,969 — Professional Fees - Related Parties (Substantial operating expense for the six months ended June 30, 2025.)
• 48,759,599 — Shares Outstanding (As of September 8, 2025, reflecting dilution from recent share issuances.)

Key Players & Entities

• MIAMI BREEZE CAR CARE INC. (company) — registrant and acquirer
• Gin City Group, Inc. (company) — acquired company
• Gincity GmbH (company) — wholly-owned subsidiary of Gin City Group, Inc., operating a bar in Munich
• Harald Gietmann (person) — director and officer of the Company, and holder of Series A Super Voting Preferred Stock of Gin City Group, Inc.
• $322,890 (dollar_amount) — total sales for the six months ended June 30, 2025
• $359,319 (dollar_amount) — net loss for the six months ended June 30, 2025
• $592,340 (dollar_amount) — net cash used in operating activities for the six months ended June 30, 2025
• $4,218,468 (dollar_amount) — accumulated deficit as of June 30, 2025
• February 28, 2025 (date) — acquisition date of Gin City Group, Inc.
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $4,218,468 as of June 30, 2025, and significant cash burn from operations ($592,340 for the six months ended June 30, 2025). This raises substantial doubt about its ability to continue as a going concern.
• Integration of Acquired Businesses [medium — operational]: The significant increase in revenue is due to the recent acquisition of Gin City Group. The company faces risks related to the successful integration of these new operations, which have diversified its business into the beverage and hospitality sectors.
• Increased Operating Expenses [medium — financial]: Operating expenses more than doubled year-over-year, driven by substantial professional fees ($179,788) and related party professional fees ($168,969) for the six months ended June 30, 2025. These costs are impacting profitability.
• Dilution from Share Issuances [medium — financial]: The company issued 14,030,050 shares for the Gin City Group acquisition and additional shares for cash and subscription receivables. With 48,759,599 shares outstanding as of September 8, 2025, there is significant dilution for existing shareholders.
• Related Party Transactions [medium — financial]: The company incurred significant related party professional fees ($168,969) and has related party accounts payable ($105,175) and due to related parties ($67,347). The nature and terms of these transactions require careful scrutiny.

Industry Context

MIAMI BREEZE CAR CARE INC. has historically operated in the automotive care products sector. However, the recent acquisition of Gin City Group has fundamentally shifted its business model into the highly competitive beverage and hospitality industries. This diversification introduces new market dynamics, consumer preferences, and regulatory environments compared to its original market.

Regulatory Implications

The company's financial condition, particularly the substantial accumulated deficit and cash burn, raises concerns about its ability to meet ongoing financial obligations, potentially attracting scrutiny from regulatory bodies regarding its going concern status and disclosures. The significant related-party transactions also warrant careful review for compliance with disclosure and governance rules.

What Investors Should Do

1. Scrutinize the profitability and sustainability of the acquired beverage and hospitality business.
2. Analyze the nature and necessity of related party transactions.
3. Monitor cash burn and future financing needs.
4. Evaluate the long-term strategy post-acquisition.

Key Dates

• 2025-02-28: Acquisition of Gin City Group, Inc. — Significantly diversified the company's business into beverage and hospitality, driving a massive increase in reported revenue.
• 2025-06-30: End of Six-Month Period — Reporting period for the 10-Q, showing substantial revenue growth but a widening net loss and increased cash burn.
• 2025-09-08: Shares Outstanding Date — Indicates 48,759,599 shares outstanding, reflecting significant dilution from recent issuances, including the acquisition.

Glossary

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. It represents a negative retained earnings balance. (Indicates the company's historical unprofitability, with a significant deficit of $4,218,468 as of June 30, 2025.)

Operating Right of Use Asset

An asset recognized under ASC 842 for the right to use a leased asset over the lease term. (Represents a significant asset ($741,454) acquired as part of the Gin City Group acquisition, related to leased facilities.)

Goodwill

An intangible asset that arises when a company acquires another company for a price greater than the fair value of its identifiable net assets. (The company recorded $360,954 in goodwill, primarily from the Gin City Group acquisition, indicating the premium paid over the net assets acquired.)

Acquisition Payable

An amount owed by the acquirer to the seller of a business, typically due at closing or shortly thereafter. (The company has an acquisition payable of $317,986, representing a portion of the consideration for the Gin City Group acquisition that is still outstanding.)

Related Party Transactions

Transactions between a company and its management, board members, or entities over which they have significant influence. (Significant professional fees and payables are noted as related party transactions, highlighting potential conflicts of interest or non-market terms.)

Year-Over-Year Comparison

Compared to the prior year's six months ended June 30, 2024, MIAMI BREEZE CAR CARE INC. has experienced a dramatic increase in revenue, from $3,952 to $322,890, driven by the acquisition of Gin City Group. However, this growth has come at the cost of a significantly widened net loss, from $223,916 to $359,319, and a substantial increase in cash used in operations, from $139,406 to $592,340. New risks related to integrating the acquired hospitality business and managing increased professional fees have emerged, while the going concern issue remains a critical concern.

Key Financial Figures

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

Filing Documents

• miami-20250630_10q.htm (10-Q) — 688KB
• miami-20250630_10qex31z1.htm (EX-31) — 12KB
• miami-20250630_10qex31z2.htm (EX-31) — 12KB
• miami-20250630_10qex32z1.htm (EX-32) — 5KB
• 0001520138-25-000283.txt ( ) — 3723KB
• mibe-20250630.xsd (EX-101.SCH) — 32KB
• mibe-20250630_cal.xml (EX-101.CAL) — 46KB
• mibe-20250630_def.xml (EX-101.DEF) — 77KB
• mibe-20250630_lab.xml (EX-101.LAB) — 228KB
• mibe-20250630_pre.xml (EX-101.PRE) — 189KB
• miami-20250630_10q_htm.xml (XML) — 487KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements 1 Consolidated Balance Sheets - As of June 30, 2025 (Unaudited) and December 31, 2024 1 Consolidated Statements of Operations and Comprehensive Loss - For the three and six months ended June 30, 2025 and 2024 (Unaudited) 2 Consolidated Statements of Changes in Shareholders' Equity (Deficit) - For the three and six months ended June 30, 2025 and 2024 (Unaudited) 3 Consolidated Statements of Cash Flows – For the six months ended June 30, 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 14 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 18 Item 4.

Controls and Procedures

Controls and Procedures 18

- OTHER INFORMATION

PART II - OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 18 Item 1A.

Risk Factors

Risk Factors 19 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Mine Safety Disclosures 19 Item 5. Other Information 19 Item 6. Exhibits 19

SIGNATURES

SIGNATURES 20 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 June 30, December 31, 2025 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 253,241 $ 3,743 Accounts receivable 32,842 - Inventory 198,783 6,736 Prepaid expenses and other current assets 256,454 2,395 Total Current Assets 741,320 12,874 Property and equipment, net 62,714 - Operating right of use asset, net 741,454 - Goodwill 360,954 - TOTAL ASSETS $ 1,906,442 $ 12,874 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable and accrued expenses $ 237,158 $ 82,300 Accounts payable - related party 105,175 - Acquisition payable 317,986 - Lease liability 67,861 - Due to related parties 67,347 - VAT tax payable 3,729 Contract liabilities 7,965 - Subscriptions payable - 66,600 Total Current Liabilities 807,221 148,900 Lease liability, net of current portion 673,594 - Total Liabilities 1,480,815 148,900 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 June 30, 2025 and December 31, 2024, respectively 100 100 Common stock; par value $ 0.0001 : 500,000,000 shares authorized; 47,959,440 and 33,606,966 shares issued and 27,959,440 and 13,606,966 shares outstanding at June 30, 2025 and December 31, 2024, respectively 4,796 3,361 Additional paid-in capital 4,619,707 3,721,662 Treasury stock ( 20,000,000 shares at June 30, 2025 and December 31, 2024) ( 2,000 ) ( 2,000 ) Accumulated other comprehensive gain 21,492 - Accumulated deficit ( 4,218,468 ) ( 3,859,149 ) Total Shareholders' Equity (Deficit) 425,627 ( 136,026 ) Total Liabilities and Shareholders' Equity (Deficit) $ 1,906,442 $ 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 June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 SALES $ 243,620 $ 2,249 $ 322,890 $ 3,952 COST OF SALES 152,315 951 192,222 1,910 GROSS PROFIT 91,305 1,298 130,668 2,042 OPERATING EXPENSES: Advertising and promotion 49,883 515 49,883 2,828 Professional fees 89,945 34,452 179,788 90,077 Professional fees - related parties 86,591 55,500 168,969 117,500 General and administrative expenses 58,643 7,300 112,143 14,855 Total Operating Expenses 285,062 97,767 510,783 225,260 LOSS FROM OPERATIONS ( 193,757 ) ( 96,469 ) ( 380,115 ) ( 223,218 ) OTHER INCOME (EXPENSE): Interest income 215 - 215 - Interest expense ( 3,310 ) - ( 4,590 ) - Foreign currency transaction gain (loss) 14,020 ( 30 ) 25,171 ( 698 ) Total Other Income (Expense), net 10,925 ( 30 ) 20,796 ( 698 ) NET LOSS $ ( 182,832 ) $ ( 96,499 ) $ ( 359,319 ) $ ( 223,916 ) COMPREHENSIVE LOSS: Net loss $ ( 182,832 ) $ ( 96,499 ) $ ( 359,319 ) $ ( 223,916 ) Other comprehensive gain: Unrealized foreign currency translation gain 16,481 - 21,492 - Comprehensive loss $ ( 166,351 ) $ ( 96,499 ) $ ( 337,827 ) $ ( 223,916 ) NET LOSS PER COMMON SHARE: Basic and diluted $ ( 0.01 ) $ ( 0.00 ) $ ( 0.02 ) $ ( 0.01 ) WEIGHTED AVERAGE COMMON SHARE OUTSTANDING: Basic and diluted 27,887,275 33,606,966 23,225,523 33,567,461 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 AND SIX MONTHS ENDED JUNE 30, 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 subscription payable - - 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 Common stock issued for cash and subscription receivable - - 242,674 24 298,631 - - - - 298,655 Common stock issued for property and equipment - - 6,500 1 11,699 - - - - 11,700 Accumulated other comprehensive gain - - - - - - - 16,481 - 16,481 Net loss - - - - - - - - ( 182,832 ) ( 182,832 ) Balance, June 30, 2025 1,000,000 $ 100 47,959,440 $ 4,796 $ 4,619,707 20,000,000 $ ( 2,000 ) $ 21,492 $ ( 4,218,468 ) $ 425,627 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 1

financial statements

financial statements. 3 MIAMI BREEZE CAR CARE INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Six Months Ended June 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 359,319 ) $ ( 223,916 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 6,116 - Stock-based professional fees - 50,000 Change in operating assets and liabilities: Accounts receivable ( 10,524 ) - Inventory ( 132,717 ) ( 1,052 ) Prepaid expenses and other current assets ( 92,133 ) ( 1,925 ) Prepaid expenses - related party - 20,870 Accounts payable ( 84,616 ) 16,617 Accounts payable - related party 75,225 - VAT payable 3,729 - Contract liabilities 1,899 - NET CASH USED IN OPERATING ACTIVITIES ( 592,340 ) ( 139,406 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash acquired in acquisition 441,332 - Purchase of property and equipment ( 21,379 ) - NET CASH PROVIDED BY INVESTING ACTIVITIES 419,953 - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock 275,182 76,000 Payment of deferred offering costs - ( 10,000 ) Proceeds from related party advances 129,077 26,600 NET CASH PROVIDED BY FINANCING ACTIVITIES 404,259 92,600 NET INCREASE (DECREASE) IN CASH 231,872 ( 46,806 ) Effect of exchange rate changes on cash 17,626 - CASH, beginning of period 3,743 74,889 CASH, end of period $ 253,241 $ 28,083 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 $ 66,600 $ - Common shares issued for subscription receivable $ 35,173 $ - 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

financial statements

financial statements. 4 MIAMI BREEZE AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 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 June 30, 2025 (Unaudited) 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 consolidated financial Significant estimates during the six months ended June 30, 2025 and 2024 include the valuation of accounts receivable, estimates for obsolete or slow-moving inventory, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed in a business acquisition, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, 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 June 30, 2025 and December 31, 2024. 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

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