10-K: Miami Breeze Car Care Inc. Reports Losses in 2024, Acquires Gin City Group

Miami Breeze Car Care Inc. reports a net loss for 2024 and announces the acquisition of Gin City Group, a luxury lifestyle company.

Summary

• Miami Breeze Car Care Inc. reported a net loss of $428,064 for the year ended December 31, 2024, compared to a net loss of $850,912 in 2023.
• The company's revenue decreased by 55% to $7,580 in 2024 from $16,850 in 2023, primarily due to a lack of marketing efforts.
• Operating expenses decreased by 49.6% to $431,745 in 2024 from $857,016 in 2023, mainly due to reduced advertising and professional fees.
• As of December 31, 2024, the company had a working capital deficit of $136,026 and cash of $3,743.
• The company's auditors have issued a going concern opinion, indicating substantial doubt about its ability to continue as a going concern.
• On February 28, 2025, Miami Breeze acquired 100% ownership of Gin City Group, Inc. for 14,030,050 shares of common stock.
• The company intends to grow production and sales through sponsored ads on digital media platforms.
• The company estimates needing $870,000 over the next 12 months for SEC reporting, legal, accounting, compliance, working capital, overhead, marketing, and advertising.
• Harald Gietmann acquired control of the company on October 29, 2024, through a stock purchase agreement and appointment as an officer and director.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation with recurring losses, a working capital deficit, and a going concern warning, offset slightly by cost-cutting measures and the acquisition of Gin City Group.

Positives

• Operating expenses decreased significantly, indicating cost-cutting measures.
• The acquisition of Gin City Group, Inc. could potentially diversify the company's business and revenue streams.
• The company plans to increase production and sales through digital advertising.

Negatives

• The company experienced a significant decrease in revenue.
• The company has a working capital deficit and limited cash reserves.
• Auditors have raised substantial doubt about the company's ability to continue as a going concern.
• The company reported a net loss for the year ended December 31, 2024.
• The company relies heavily on external legal and accounting professionals due to limited internal resources.

Risks

• The company's ability to continue as a going concern is uncertain due to recurring losses and limited cash.
• The company's success depends on securing additional financing, which is not guaranteed.
• The company faces competition from established car care product providers.
• The company's business is subject to seasonality and weather conditions.
• The company's reliance on third-party manufacturers and suppliers poses supply chain risks.
• The company's common stock is considered a penny stock, which is subject to regulatory restrictions and market manipulation.
• The company's internal controls over financial reporting are ineffective.
• The company's sole director and officer does not qualify as an independent director.

Future Outlook

The company intends to grow production and sales through sponsored ads on digital media platforms and estimates needing $870,000 over the next 12 months to fund operations.

Industry Context

The car care products market is expected to grow, but Miami Breeze faces competition from established players and must navigate supply chain and economic challenges.

Comparison to Industry Standards

• The Global Car Care Products Market Size was estimated at $11.2 billion in 2024 and is expected to grow at a CAGR of 3.9% from 2025 to 2030.
• Miami Breeze is focused on Protection Products and Car Cleaning Accessories and has generated minimal revenue.

Management Changes

Legal Proceedings

• 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.

Related Party Transactions

• The Company entered into a business operations agreement with GH Bill, Inc., a company owned by Wolfgang Ruecker, the former CEO/CFO of the Company, and paid professional fees of $227,870 and $197,000 for the years ended December 31, 2024 and 2023, respectively.
• On October 24, 2024, the Company entered into an agreement with the Firaz Ruecker and Lance Ruecker (together, the Related Party Shareholders) to return 20,000,000 shares to the Company as part of the Companys treasury stock without any compensation or exchange.

Stakeholder Impact

• Shareholders face significant risks due to the company's financial instability and potential dilution.
• Employees may be affected by potential cost-cutting measures or operational changes.
• Customers may experience disruptions in product availability or quality due to supply chain risks.
• Suppliers may face uncertainty regarding future orders and payments.
• Creditors face increased risk of non-payment due to the company's financial difficulties.

Next Steps

• The company intends 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.
• The company will issue 43,250 shares of its common stock to investors once the Company has obtained its trading symbol.

Key Dates

Keywords

car care products, Gin City Group, acquisition, financial results, going concern, net loss, revenue, operating expenses, working capital, Harald Gietmann