Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended: September 30, 2024

 

or

 

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

 

For the transition period from ___________ to ___________

 

Commission file number: 333-266854

 

MIAMI BREEZE CAR CARE INC.

(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: [phone]

 

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 checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 

 

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 November 13, 2024.

 

Documents Incorporated by Reference: None

 

 

 

 

  

MIAMI BREEZE CAR CARE INC.

FORM 10-Q

September 30, 2024

 

TABLE OF CONTENTS

 

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Balance Sheets - As of September 30, 2024 (Unaudited) and December 31, 2023	1
	Statements of Operations - For the three and nine months ended September 30, 2024 and 2023 (Unaudited)	2
	Statements of Changes in Shareholders’ Deficit - For the three and nine months ended September 30, 2024 and 2023 (Unaudited)	3
	Statements of Cash Flows – For the nine months ended September 30, 2024 and 2023 (Unaudited)	4
	Notes to Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
SIGNATURES		17

 

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 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

 

   

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

MIAMI BREEZE CAR CARE INC.

BALANCE SHEETS

 

		September 30,				December 31,
		2024				2023
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash		$	3,348			$	74,889
Inventory			7,138				103,933
Prepaid expenses and other current assets			1,300				155
Prepaid expenses - related party			18,500				20,870
Total Current Assets			30,286				199,847
NON-CURRENT ASSET:
Deferred offering costs			10,000				-
TOTAL ASSETS		$	40,286			$	199,847
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	16,627			$	23,809
Other current liabilites			66,600
Total Current Liabilities			83,227				23,809
Total Liabilities			83,227				23,809
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 on September 30, 2024 and December 31, 2023			100				100
Common stock; par value $0.0001: 500,000,000 shares authorized; 33,606,966 and 33,471,966 shares issued and outstanding on September 30, 2024 and December 31, 2023, respectively			3,361				3,347
Additional paid-in capital			3,719,662				3,603,676
Accumulated deficit			(3,766,064	)			(3,431,085	)
Total Shareholders' Equity			(42,941	)			176,038
Total Liabilities and Shareholders' Equity		$	40,286			$	199,847

 

See accompanying notes to unaudited financial statements.

 

1

 

 

MIAMI BREEZE CAR CARE INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2024				2023				2024				2023
SALES		$	1,945			$	4,701			$	5,897			$	14,747
COST OF SALES			793				1,800				2,703				6,293
GROSS PROFIT			1,152				2,901				3,194				8,454
OPERATING EXPENSES:
Compensation and related benefits			-				18,000				-				54,648
Advertising and promotion			708				3,599				3,536				14,655
Professional fees (includes stock-based professional fees of $20,000 and $0 for the three months ended September 30, 2024 and 2023, and $70,000 and $363,426 for the nine months ended September 30, 2024 and 2023, respectively)			35,296				26,705				125,373				410,181
Professional fees - related party			54,870				51,350				172,370				138,350
General and administrative expenses			7,415				11,223				22,270				32,102
Impairment loss			14,158				-				14,158				-
Total Operating Expenses			112,447				110,877				337,707				649,936
LOSS FROM OPERATIONS			(111,295	)			(107,976	)			(334,513	)			(641,482	)
OTHER INCOME (EXPENSE):
Foreign currency transaction gain (loss)			232				(2,111	)			(466	)			(2,585	)
Total Other Income (Expense)			232				(2,111	)			(466	)			(2,585	)
NET LOSS		$	(111,063	)		$	(110,087	)		$	(334,979	)		$	(644,067	)
NET LOSS PER COMMON SHARE:
Basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.02	)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic and diluted			33,606,966				33,471,966				33,580,725				33,471,966

 

See accompanying notes to unaudited financial statements.

 

2

 

 

MIAMI BREEZE CAR CARE INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

 

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Shareholders'
		# of Shares				Amount				# of Shares				Amount				Capital				Deficit				Equity
Balance, December 31, 2023			1,000,000			$	100.00				33,471,966			$	3,347.00				3,603,676			$	(3,431,085.00	)		$	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
Net loss			-				-				-				-				-				(96,499	)			(96,499	)
Balance, June 30, 2024			1,000,000				100				33,606,966				3,361				3,719,662				(3,655,001	)			68,122
Net loss			-				-				-				-				-				(111,063	)			(111,063	)
Balance, September 30, 2024			1,000,000			$	100				33,606,966			$	3,361			$	3,719,662			$	(3,766,064	)		$	(42,941	)

 

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Shareholders'
		# of Shares				Amount				# of Shares				Amount				Capital				Deficit				Equity
Balance, December 31, 2022			1,000,000			$	100.00				33,471,966			$	3,347.00				3,603,676			$	(2,580,173.00	)		$	1,026,950
Net loss			-				-				-				-				-				(356,830	)			(356,830	)
Balance, March 31, 2023			1,000,000				100				33,471,966				3,347				3,603,676				(2,937,003	)			670,120
Net loss			-				-				-				-				-				(177,150	)			(177,150	)
Balance, June 30, 2023			1,000,000				100				33,471,966				3,347				3,603,676				(3,114,153	)			492,970
Net loss			-				-				-				-				-				(110,087	)			(110,087	)
Balance, September 30, 2023			1,000,000			$	100				33,471,966			$	3,347			$	3,603,676			$	(3,224,240	)		$	382,883

 

See accompanying notes to unaudited financial statements.

 

3

 

 

MIAMI BREEZE CAR CARE INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months Ended September 30,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(334,979	)		$	(644,067	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based professional fees			70,000				363,426
Impairment loss			14,158				-
Change in operating assets and liabilities:
Inventory			9,137				(4,094	)
Prepaid expenses and other current assets			17,355				-
Prepaid expenses - related party			2,370				(18,499	)
Accounts payable			47,818				6,342
NET CASH USED IN OPERATING ACTIVITIES			(174,141	)			(296,892	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deferred offering costs			(10,000	)			-
Proceeds from sale of common stock			76,000				-
Proceeds from sale of common stock yet to be issued			36,600				-
NET CASH PROVIDED BY FINANCING ACTIVITIES			102,600				-
NET DECREASE IN CASH			(71,541	)			(296,892	)
CASH, beginning of period			74,889				462,729
CASH, end of period		$	3,348			$	165,837
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest		$	-			$	-
Income taxes		$	-			$	-

 

See accompanying notes to unaudited financial statements.

 

4

 

 

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.

 

Basis of Presentation

 

Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

 

Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended December 31, 2023 of the Company which were included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024.

 

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 unaudited consolidated financial statements, the Company had a net loss of $334,979 and $644,067 for the nine months ended September 30, 2024 and 2023, respectively.  The Company has an accumulated deficit of $3,766,064 and $3,431,085 on September 30, 2024 and December 31, 2023, respectively. The net cash used in operations was $174,141 and $296,892 for the nine months ended September 30, 2024 and 2023, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financing to fund its operations in the future. Although the Company has historically raised capital from sales of common shares, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the nine months ended September 30, 2024 and 2023 include estimates for obsolete or slow-moving inventory and the fair value of non-cash equity transactions.

 

Fair Value of Financial Instruments and Fair Value Measurements

 

The Company analyses 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 September 30, 2024 and December 31, 2023. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 

5

 

  

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.

 

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

 

Cash and Cash Equivalents

 

For the purposes of the statements of cash flow, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of September 30, 2024 and December 31, 2023.

 

Inventory

 

Inventory, consisting of finished goods, are stated at the lower of cost and net realizable value utilizing the weighted average cost method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed the expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates and included in cost of sales. During the three and none months ended September 30, 2024, the Company recorded an impairment loss of $14,158 related to the write down of inventory to net realizable value. During the nine months ended September 30, 2023, the Company did not write off obsolete and expired inventory. On September 30, 2024 and December 31, 2023, inventory amounted to $7,138 and $103,933, respectively.

 

Prepaid Expenses

 

Prepaid expenses include the value of fully vested and non-forfeitable shares issued prior to the services being performed, and other prepaid expenses, which are amortized into expense over the term of the respective agreement or as services are performed. Prepaid expenses amounted to $19,800 (including prepaid expenses – related party of $18,500) and $21,025 (including prepaid expenses – related party of $20,870) on September 30, 2024 and December 31, 2023, respectively.

 

Impairment of Long-Lived Assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

 

Revenue Recognition

 

In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:

 

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

 

The Company sells its products, which include standard warranties, primarily to consumers. Product sales are recognized at a point in time when the products are shipped to the customer and title is transferred and are recorded net of any discounts or allowances. The warranty does not represent a separate performance obligation.

 

Shipping and Handling Costs

 

Shipping and handling costs incurred for products shipped to customers are included in general and administrative expenses. Shipping and handling costs charged to customers are included in sales.

 

Advertising Costs

 

The Company may participate in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the nine months ended September 30, 2024 and 2023, advertising costs charged to operations were $3,536 and $14,655, 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.

 

6

 

  

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 September 30, 2024 and December 31, 2023, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the periods ended on December 31, 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 September 30, 2024 and December 31, 2023.

 

Stock-Based Compensation

 

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.

 

Loss Per Common Share

 

ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per common share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilutive securities and non-vested forfeitable shares. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to members by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares, common share equivalents and potentially dilutive securities outstanding during each period. On September 30, 2024 and December 31, 2023, the Company did not 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

 

During the nine months ended September 30, 2024 and 2023, the Company operated in one reportable business segment.

 

Recent Accounting Pronouncements

  

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 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The adoption of ASU 2020-06 had no impact on the Company’s 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 September 30, 2024 and December 31, 2023, 1,000,000 shares have been designated as Series A preferred stock and 1,000,000 Series A preferred shares were issued and outstanding.

 

Series A Preferred stock

 

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

 

7

 

  

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.

 

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

 

Common Stock

 

Sale of Common Stock

 

On March 13, 2024, the Company entered into a private placement subscription agreement (the “Subscription Agreement”) with an investor (the “Investor”). In connection with the Subscription Agreement, the Company issued 95,000 shares of its common stock to the Investor for cash proceeds of $76,000, or $0.80 per share.

 

Sale of Common Stock yet to be Issued

 

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

 

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

 

As of September 30, 2024, the 73,250 shares of its common stock have yet to be issued once the Company has obtained its trading symbol. Accordingly, the Company recognized the sale of common stock as part of other current liabilities for $36,600, which will be reclassified to equity when the shares are issued.

 

Issuance of Common Stock for Services

 

On April 28, 2021, the Company entered into a two-year brand ambassador agreement with an entity for marketing and promotional services, including the designing and implementation of certain promotional campaigns to be rendered by the entity and a certain individual sports celebrity. In connection with this brand ambassador agreement, the Company issued 2,000,000 restricted common shares of the Company to this entity. These shares 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 nine months ended September 30, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $333,333 respectively. On September 30, 2024 and December 31, 2023, prepaid expenses related to these shares amounted to $0.

 

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 nine months ended September 30, 2024 and 2023, the Company recorded stock-based-professional fees of $0 and $25,000, respectively. On September 30, 2024 and December 31, 2023, prepaid expenses amounted to $0.

 

On April 20, 2022, the Company issued 16,667 shares of its common stock to a consultant pursuant to a 12-month consulting agreement. These shares were valued at $16,667, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, for the nine months ended September 30, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $5,093, respectively. On September 30, 2024 and December 31, 2023, prepaid expenses amounted to $0.

 

On January 4, 2024, the Company amended its agreement with Rafael Scotoni (the “Consultant”) dated April 1, 2022, whereby the Consultant agreed to serve as the non-exclusive Head of Business of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding business development. These services encompassed researching, introducing, and negotiating with new manufacturers for hanging air fresheners, as well as developing a comprehensive master distributor business plan tailored for Austria and Switzerland. The amended agreement extended the term to March 31, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of 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. During the nine months ended September 30, 2024, the Company recorded stock-based professional fees of $40,000.

 

On June 12, 2024, the Company entered to an agreement with Stefan Lumpp (the “Consultant”), whereby the Consultant agreed to serve as the non-exclusive Head of Business Development of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding product sales development including, introduction to potential strategic partners, conducting assessment and creation of alliances and customers. The term of the agreement shall end on May 30, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of 10,000 shares of common stock of the Company to the Consultant when the Company is satisfied that such efforts have a possible/projected benchmark valuation of $10,000. In connection with this agreement, the Company will issue 10,000 shares of its common stock to the Consultant for services rendered for the period from June 12, 2024, to June 30, 2024. These shares were valued at $10,000, or $1.00 per common share, based on the value of services provided. On August 19, 2024, the Company amended its agreement with the Consultant whereby the Company shall award the Consultant an additional 20,000 shares of the Company’s common stock at $1.00 per share in exchange for rendering services to the Company for the period from August 19, 2024, to September 30, 2024. These shares were valued at $20,000 or $1.00 per common share, based on the value of services provided. As of September 30, 2024, the aggregate of 30,000 shares of its common stock have yet to be issued and shall be issued once the Company has obtained its trading symbol. In connection with the 30,000 shares to be issued, during the nine months ended September 30, 2024, the Company recorded stock-based professional fees of $30,000.

 

8

 

  

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 September 30, 2024 and December 31, 2023, the Company had no cash in financial institutions that were not insured. The Company has not experienced any losses in such accounts through September 30, 2024.

 

Sales Concentration

 

During the nine months ended September 30, 2024, 93.5% of the Company’s sales were generated in Europe. No customer accounted for 10% of sales.

  

NOTE 5 – RELATED PARTY TRANSACTIONS

  

GH Bill, Inc.

   

On March 1, 2022, the Company entered into a ten-month business operations agreement with GH Bill. In connection with this agreement, the Company paid a monthly service fee of $4,000 to GH Bill for administration and back-office services. Beginning in June 2022, this monthly service fee was increased to $8,500 per month. In January 2023, this monthly service fee was increased to $14,500 per month, and in August 2023, this monthly service fee was increased to $18,500 per month. In addition, during the nine months ended September 30, 2024 and 2023, the Company paid additional service fees of $6,500 and $3,850, respectively. In connection with this consulting agreement, for the nine months ended September 30, 2024 and 2023, the Company recorded professional fees – related party of $172,370 and $138,350, respectively.

 

On September 20, 2024, the Company agreed to transfer inventory with a cost of $97,658 to GH Bill in exchange for accounts payable due to GH Bill as of September 30, 2024 of $55,000, the prepayment of October 2024 services amounting to $18,500, which is reflected as prepaid expenses – related party on September 30, 2024, and the receipt of cash of $10,000, In connection with this exchange, during the three and nine months ended September 30, 2024, the Company recorded an impairment loss of $14,158 to reflect a write down in inventory to net realized value, which is reflected as an impairment loss on the accompany unaudited statement of operations,

 

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 an automatic renewal clause for each subsequent 24 months term.

 

NOTE 6 – SUBSEQUENT EVENTS

 

On October 29, 2024, the Company’s Board of Directors accepted the resignation of Wolfgang Reucker and William Bollander from all executive and board positions with the Company and appointed Harald Dieter Gietmann as the sole director of the Company as well as the Chief Executive Officer and Chief Financial Officer of the Company. 

 

9

 

  

ITEM 2. 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 former 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

 

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 November 13, 2024, we have approximately $6,300 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 November 13, 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 our 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 unaudited consolidated financial statements, we had a net loss of $334,979 and $644,067 for the nine months ended September 30, 2024 and 2023, respectively. The Company has an accumulated deficit of $3,766,064 and $3,431,085 on September 30, 2024 and December 31, 2023, respectively. The net cash used in operations was $174,141 and $296,892 for the nine months ended September 30, 2024 and 2023, respectively. No substantial revenues are anticipated until we have implemented our plan of operations. These factors raise substantial doubt about our ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. We are seeking to raise capital through additional debt and/or equity financing to fund our operations in the future. Although we have historically raised capital from sales of common shares, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the near future, management expects we will need to curtail its operations. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Basis of Presentation

 

The financial statements contained herein have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) and the requirements of the Securities and Exchange Commission.

 

Critical Accounting Estimates

 

This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies and significant estimates are more fully described in Note 1 in the “Notes to Financial Statements”, we believe the following estimates are critical to the process of making significant judgments and estimates in preparation of our financial statements.

 

10

 

 

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 unaudited financial statements.

 

Results of Operations

 

Revenue

 

During the three months ended September 30, 2024 and 2023, we generated revenues of $1,945 and $4,701, respectively, a decrease of $2,756, or 58.6%. During the nine months ended September 30, 2024 and 2023, we generated revenues of $5,897 and $14,747, respectively, a decrease of $8,850, or 60.0%. Since inception, a majority of the Company’s sales were generated in Europe. The decrease in sales was attributable to our lack of marketing efforts.

 

Cost of Sales

 

For the three months ended September 30, 2024 and 2023, cost of sales amounted to $793 and $1,800, respectively, a decrease of $1,007, or 55.9%. For the nine months ended September 30, 2024 and 2023, cost of sales amounted to $2,703 and $6,293, respectively, a decrease of $3,590, or 57.0%. The decrease is primarily attributable to the decrease in sales as described above.

 

Operating expenses

 

For the three months ended September 30, 2024, operating expenses amounted to $112,447 as compared to $110,877 for the three months ended September 30, 2023, an increase of $1,570, or 1.4%. For the nine months ended September 30, 2024, operating expenses amounted to $337,707 as compared to $649,936 for the nine months ended September 30, 2023, a decrease of $312,229, or 48.0%. For the three and nine months ended September 30, 2024 and 2023, operating expenses consisted of the following:

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2024				2023				2024				2023
Compensation and related benefits		$	-			$	18,000			$	-			$	54,648
Advertising and promotion			708				3,599				3,536				14,655
Professional fees			35,296				26,705				125,373				410,181
Professional fees - related parties			54,870				51,350				172,370				138,350
General and administrative expenses			7,415				11,223				22,270				32,102
Impairment loss			14,158				-				14,158				-
Total Operating Expenses		$	112,447			$	110,877			$	337,707			$	649,936

 

Compensation and related benefits

 

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

 

For the three months ended September 30, 2024 and 2023, compensation and related benefits amounted to $0 and $18,000, respectively, a decrease of $18,000, or 100.0%. For the nine months ended September 30, 2024 and 2023, compensation and related benefits amounted to $0 and $54,648 respectively, a decrease of $54,648, or 100.0%. The decreases were solely attributable to a decrease in compensation and related expenses.

 

Advertising and promotion

 

During the three months ended September 30, 2024 and 2023, advertising and promotion expenses amounted to $708 and $3,599, respectively, a decrease of $2,891, or 80.3%. During the nine months ended September 30, 2024 and 2023, advertising and promotion expenses amounted to $3,536 and $14,655, respectively, a decrease of $11,119, or 75.9%. The decreases were primarily attributable to the decrease in advertising campaigns in Europe to promote our products related to cost-cutting measures.

 

Professional fees

 

During the three months ended September 30, 2024 and 2023, we reported professional fees of $35,296 and $26,705, respectively, an increase of $8,591, or 32.2%. The increase was primarily attributable to an increase in stock-based consulting of $20,000, and an increase in legal fees of $1,500, offset by a decrease in accounting fees of $12,910.

 

During the nine months ended September 30, 2024 and 2023, we reported professional fees of $125,373 and $410,181, respectively, a decrease of $284,808, or 69.4%. The decrease was primarily attributable to a decrease in stock-based consulting of $268,426, and a decrease in legal fees of $19,000, offset by an increase in accounting fees of $534 and other professional fees of $2,084.

 

11

 

  

Professional fees – related parties

 

During the three months ended September 30, 2024 and 2023, we incurred $54,870 and $51,350 in professional fees – related parties, an increase of $3,520, or 6.9%. During the nine months ended September 30, 2024 and 2023, we incurred $172,370 and $138,350 in professional fees – related parties, an increase of $34,020, or 24.6%. These increases were solely attributable to increases in fees paid to GH Bill, 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 nine months ended September 30, 2024 and 2023, we paid additional service fees of $6,500 and $3,850, respectively.

 

General and administrative expenses

 

During the three months ended September 30, 2024 and 2023, general and administrative expenses amounted to $7,415 and $11,223, a decrease of $3,808, or 33.9%. This decrease was primarily attributable to a decrease in computer and internet expenses of $1,500, and a decrease in other general and administrative expenses of $2,308. 

 

During the nine months ended September 30, 2024 and 2023, general and administrative expenses amounted to $22,270 and $32,102, a decrease of $9,832, or 30.6%. This decrease was primarily attributable to a decrease in software and technology expenses of $5,291, a decrease in computer and internet expenses of $4,100, and a decrease in other general and administrative expenses of $441.

 

Loss from Operations

 

For the three months ended September 30, 2024, loss from operation amounted to $111,295 as compared to $107,976 for the three months ended September 30, 2023, an increase of $3,319 or 3.1%. For the nine months ended September 30, 2024, loss from operation amounted to $334,513 as compared to $641,482 for the nine months ended September 30, 2023, a decrease of $306,969 or 47.9%. The decrease was primarily a result of the changes in revenue, cost of sales and operating expenses as discussed above.

 

Other Income (Expense)

 

Other income (expense) solely consisted of foreign currency transaction gain (loss). During the three months ended September 30, 2024 and 2023, we reported other income (expense) of $232 and $(2,111), respectively, a positive change of $2,343, or 111.0%. During the nine months ended September 30, 2024 and 2023, we reported other income (expense) of $(466) and $(2,585), respectively, a positive change of $2,119, or 82.0%.

 

Net Loss

 

Due to the foregoing reasons, during the three months ended September 30, 2024 and 2023, our net loss was $111,063, or $(0.00) per common share (basic and diluted) and $110,087, or ($0.00) per common share (basic and diluted), respectively, an increase of $976, or 0.9%, and during the nine months ended September 30, 2024 and 2023, our net loss was $334,979, or $(0.01) per common share (basic and diluted) and $644,067, or ($0.02) per common share (basic and diluted), respectively, a decrease of $309,088, or 48.0%.

 

Liquidity and Capital Resources

 

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a negative working capital of $52,941 and $3,348 in cash as of September 30, 2024, and working capital of $176,038 and $74,889 in cash as of December 31, 2023, respectively.

 

		September 30, 2024				December 31, 2023				Working Capital Change				Percentage Change
Working capital (deficit):
Total current assets		$	30,286			$	199,847			$	(169,561	)			(84.9	)%
Total current liabilities			(83,227	)			(23,809	)			(59,418	)			(249.6	)%
Working capital (deficit)		$	(52,941	)		$	176,038			$	(228,979	)			(130.1	)%

 

The decrease in working capital of $228,979 was primarily attributable to a decrease in current assets of $169,561 primarily due to a decrease in cash of $71,541, a decrease in inventory of $96,795, and a decrease in prepaid expenses of $1,225, and an increase in current liabilities of $59,418 primarily due to an increase in other current liabilities of $66,600, offset by a decrease in accounts payable and accrued expenses of $7,182, ..

 

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

  

12

 

  

Cash Flow Activities for the Nine Months Ended September 30, 2024 and 2023

 

The following table shows a summary of our cash flows for the nine months ended September 30, 2024 and 2023.

 

		Nine Months Ended September 30,
		2024				2023
Net cash used in operating activities		$	(174,141	)		$	(296,892	)
Net cash provided by financing activities			102,600				-
Net decrease in cash			(71,541	)			(296,892	)
Cash - beginning of the period			74,889				462,729
Cash - end of the period		$	3,348			$	165,837

 

Cash Flows from Operating Activities

 

Net cash used in operating activities totalled $174,141 and $296,892 for the nine months ended September 30, 2024 and 2023, respectively, a decrease of $122,751, or 41.3%.

 

Net cash used in operating activities for the nine months ended September 30, 2024 primarily reflected a net loss of $334,979 adjusted for the add-back (reduction) of non-cash items consisting of stock-based professional fees of $70,000 and a non-cash impairment loss of $14,158, offset by changes in operating assets and liabilities primarily consisting of a decrease in inventory of $9,137, an increase in prepaid expenses and other current assets of $17,355, a decrease in prepaid expenses – related party of $2,370, and a an increase in accounts payable of $47,818.

 

Net cash used in operating activities for the nine months ended September 30, 2023 primarily reflected a net loss of $644,067, adjusted for the add-back (reduction) of non-cash items consisting of stock-based professional fees of $363,426, offset by changes in operating assets and liabilities primarily consisting of an increase in inventory of $4,094, an increase in prepaid expenses – related party of $18,499, and an increase in accounts payable of $6,342.

 

Cash Flows from Investing Activities

 

For the nine months ended September 30, 2024 and 2023, there was no net cash used in or provided by investing activities.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities for the nine months ended September 30, 2024 was $102,600. This primarily consists of proceeds from the sale of common stock of $76,000 and sale of common stock yet to be issued of $36,600, offset by payment of deferred offering cost of $10,000. There was no cash used in or provided by financing activities for the nine months ended September 30, 2023.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. 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 quarterly report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of September 30, 2024, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified in our report on internal control over financial reporting.

 

Internal control over financial reporting

 

Management’s quarterly 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 September 30, 2024. Our management’s evaluation of our internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of September 30, 2024, our internal control over financial reporting was not effective.

 

13

 

  

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 first quarter of our fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

14

 

 

PART II - OTHER INFORMATION

 

ITEM 1. 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.

  

We are 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 1A. RISK FACTORS

 

Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on April 15, 2024 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

On June 26, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional and accredited investor (the “Investor”), pursuant to which we agreed to sell an aggregate of 33,250 shares (the “Shares”) of our common stock, par value $0.0001 per share, for an aggregate purchase price of $26,600.

 

On June 12, 2024, we entered into a Consulting Product Sales Development Agreement (the “Consulting Agreement”) with the same institutional and accredited investor (the “Consultant”), pursuant to which we agreed to compensate the services rendered by the consultant an aggregate of 10,000 shares (the “Shares”) of our common stock, par value $0.0001 per share, for an aggregate purchase price of $10,000.

 

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

 

Our shares were offered and sold in reliance on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.”

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

15

 

  

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

ITEM 6. 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 10.2 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).
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*		INLINE XBRL INSTANCE DOCUMENT
101.SCH*		INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
101.CAL*		INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
101.DEF*		INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
101.LAB*		INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
101.PRE*		INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
104 *		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

+

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

   

*

Filed herewith

   

**

Furnished herewith

 

16

 

  

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.

 

	MIAMI BREEZE CAR CARE INC.
		Chairman of the Board
Date: November 13, 2024	By:	/s/ Harald Dieter Gietmann
		Harald Dieter Gietmann
		Chief Executive Officer, and Chief Financial Officer

 

17

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Harald Dieter Gietmann, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Miami Breeze Car Care, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2024		/s/ Harald Dieter Gietmann
	Name:	Harald Dieter Gietmann
	Title:	Chief Executive Officer
		(Principal Executive Officer)

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Harald Dieter Gietmann, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Miami Breeze Car Care, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 13, 2024		/s/ Harald Dieter Gietmann
	Name:	Harald Dieter Gietmann
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Miami Breeze Car Care, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Wolfgang Ruecker, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 13, 2024		/s/ Harald Dieter Gietmann
	Name:	Harald Dieter Gietmann
	Title:	Chief Executive Officer
		(Principal Executive Officer, and Principal Financial and Accounting Officer)

 

 

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-266854
Entity Registrant Name	MIAMI BREEZE CAR CARE INC.
Entity Central Index Key	0001872066
Entity Tax Identification Number	86-2579086
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	848 Brickell Ave
Entity Address, Address Line Two	PH 5
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	786
Local Phone Number	743-3017
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		33,606,966

BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash	$ 3,348	$ 74,889
Inventory	7,138	103,933
Prepaid expenses and other current assets	1,300	155
Prepaid expenses - related party	18,500	20,870
Total Current Assets	30,286	199,847
NON-CURRENT ASSET:
Deferred offering costs	10,000
TOTAL ASSETS	40,286	199,847
CURRENT LIABILITIES:
Accounts payable and accrued expenses	16,627	23,809
Other current liabilites	66,600
Total Current Liabilities	83,227	23,809
Total Liabilities	83,227	23,809
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 on September 30, 2024 and December 31, 2023	100	100
Common stock; par value $0.0001: 500,000,000 shares authorized; 33,606,966 and 33,471,966 shares issued and outstanding on September 30, 2024 and December 31, 2023, respectively	3,361	3,347
Additional paid-in capital	3,719,662	3,603,676
Accumulated deficit	(3,766,064)	(3,431,085)
Total Shareholders' Equity	(42,941)	176,038
Total Liabilities and Shareholders' Equity	$ 40,286	$ 199,847

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, per value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Common stock, per value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	33,606,966	33,471,966
Common stock, shares outstanding	33,606,966	33,471,966

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
SALES	$ 1,945	$ 4,701	$ 5,897	$ 14,747
COST OF SALES	793	1,800	2,703	6,293
GROSS PROFIT	1,152	2,901	3,194	8,454
OPERATING EXPENSES:
Compensation and related benefits		18,000		54,648
Advertising and promotion	708	3,599	3,536	14,655
Professional fees (includes stock-based professional fees of $20,000 and $0 for the three months ended September 30, 2024 and 2023, and $70,000 and $363,426 for the nine months ended September 30, 2024 and 2023, respectively)	35,296	26,705	125,373	410,181
Professional fees - related party	54,870	51,350	172,370	138,350
General and administrative expenses	7,415	11,223	22,270	32,102
Impairment loss	14,158		14,158
Total Operating Expenses	112,447	110,877	337,707	649,936
LOSS FROM OPERATIONS	(111,295)	(107,976)	(334,513)	(641,482)
OTHER INCOME (EXPENSE):
Foreign currency transaction gain (loss)	232	(2,111)	(466)	(2,585)
Total Other Income (Expense)	232	(2,111)	(466)	(2,585)
NET LOSS	$ (111,063)	$ (110,087)	$ (334,979)	$ (644,067)
NET LOSS PER COMMON SHARE:
Net Loss Per Common Share basic	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.02)
Net Loss Per Common Share diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.02)
WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:
Basic weighted average shares outstanding	33,606,966	33,471,966	33,580,725	33,471,966
Diluted weighted average shares outstanding	33,606,966	33,471,966	33,580,725	33,471,966

STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Stock-based professional fees	$ 20,000	$ 0	$ 70,000	$ 363,426

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 100.00	$ 3,347.00	$ 3,603,676	$ (2,580,173.00)	$ 1,026,950
Beginning balance shares at Dec. 31, 2022	1,000,000	33,471,966
Net loss				(356,830)	(356,830)
Ending balance, value at Mar. 31, 2023	$ 100	$ 3,347	3,603,676	(2,937,003)	670,120
Ending balance shares at Mar. 31, 2023	1,000,000	33,471,966
Net loss				(177,150)	(177,150)
Ending balance, value at Jun. 30, 2023	$ 100	$ 3,347	3,603,676	(3,114,153)	492,970
Ending balance shares at Jun. 30, 2023	1,000,000	33,471,966
Net loss				(110,087)	(110,087)
Ending balance, value at Sep. 30, 2023	$ 100	$ 3,347	3,603,676	(3,224,240)	382,883
Ending balance shares at Sep. 30, 2023	1,000,000	33,471,966
Beginning balance, value at Dec. 31, 2023	$ 100.00	$ 3,347.00	3,603,676	(3,431,085.00)	176,038
Beginning balance shares at Dec. 31, 2023	1,000,000	33,471,966
Common stock issued for services		$ 4	39,996		40,000
Common stock issued for services, shares		40,000
Common stock issued for cash		$ 10	75,990		76,000
Common stock issued for cash, shares		95,000
Net loss				(127,417)	(127,417)
Ending balance, value at Mar. 31, 2024	$ 100	$ 3,361	3,719,662	(3,558,502)	164,621
Ending balance shares at Mar. 31, 2024	1,000,000	33,606,966
Net loss				(96,499)	(96,499)
Ending balance, value at Jun. 30, 2024	$ 100	$ 3,361	3,719,662	(3,655,001)	68,122
Ending balance shares at Jun. 30, 2024	1,000,000	33,606,966
Net loss				(111,063)	(111,063)
Ending balance, value at Sep. 30, 2024	$ 100	$ 3,361	$ 3,719,662	$ (3,766,064)	$ (42,941)
Ending balance shares at Sep. 30, 2024	1,000,000	33,606,966

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (334,979)	$ (644,067)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based professional fees	70,000	363,426
Impairment loss	14,158
Change in operating assets and liabilities:
Inventory	9,137	(4,094)
Prepaid expenses and other current assets	17,355
Prepaid expenses - related party	2,370	(18,499)
Accounts payable	47,818	6,342
NET CASH USED IN OPERATING ACTIVITIES	(174,141)	(296,892)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of deferred offering costs	(10,000)
Proceeds from sale of common stock	76,000
Proceeds from sale of common stock yet to be issued	36,600
NET CASH PROVIDED BY FINANCING ACTIVITIES	102,600
NET DECREASE IN CASH	(71,541)	(296,892)
CASH, beginning of period	74,889	462,729
CASH, end of period	3,348	165,837
Cash paid for:
Interest
Income taxes

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (111,063)	$ (96,499)	$ (127,417)	$ (110,087)	$ (177,150)	$ (356,830)

Insider Trading Arrangements	9 Months Ended
	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF ORGANIZATION	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
NATURE OF ORGANIZATION	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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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.   Basis of Presentation   Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.   Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended December 31, 2023 of the Company which were included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024.   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 unaudited consolidated financial statements, the Company had a net loss of $334,979 and $644,067 for the nine months ended September 30, 2024 and 2023, respectively.  The Company has an accumulated deficit of $3,766,064 and $3,431,085 on September 30, 2024 and December 31, 2023, respectively. The net cash used in operations was $174,141 and $296,892 for the nine months ended September 30, 2024 and 2023, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financing to fund its operations in the future. Although the Company has historically raised capital from sales of common shares, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.   Use of Estimates   The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the nine months ended September 30, 2024 and 2023 include estimates for obsolete or slow-moving inventory and the fair value of non-cash equity transactions.   Fair Value of Financial Instruments and Fair Value Measurements   The Company analyses 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 September 30, 2024 and December 31, 2023. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:    Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.   Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.   Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.   The carrying amounts reported in the balance sheets for cash, inventory, prepaid expenses, deferred offering costs, and accounts payable approximate their fair market value based on the short-term maturity of these instruments.   Cash and Cash Equivalents   For the purposes of the statements of cash flow, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. The Company has no cash equivalents as of September 30, 2024 and December 31, 2023.   Inventory   Inventory, consisting of finished goods, are stated at the lower of cost and net realizable value utilizing the weighted average cost method. A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed the expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the cost and the net realizable value. These reserves are recorded based on estimates and included in cost of sales. During the three and none months ended September 30, 2024, the Company recorded an impairment loss of $14,158 related to the write down of inventory to net realizable value. During the nine months ended September 30, 2023, the Company did not write off obsolete and expired inventory. On September 30, 2024 and December 31, 2023, inventory amounted to $7,138 and $103,933, respectively.   Prepaid Expenses   Prepaid expenses include the value of fully vested and non-forfeitable shares issued prior to the services being performed, and other prepaid expenses, which are amortized into expense over the term of the respective agreement or as services are performed. Prepaid expenses amounted to $19,800 (including prepaid expenses – related party of $18,500) and $21,025 (including prepaid expenses – related party of $20,870) on September 30, 2024 and December 31, 2023, respectively.   Impairment of Long-Lived Assets   In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.   Revenue Recognition   In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:   Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.   The Company sells its products, which include standard warranties, primarily to consumers. Product sales are recognized at a point in time when the products are shipped to the customer and title is transferred and are recorded net of any discounts or allowances. The warranty does not represent a separate performance obligation.   Shipping and Handling Costs   Shipping and handling costs incurred for products shipped to customers are included in general and administrative expenses. Shipping and handling costs charged to customers are included in sales.   Advertising Costs   The Company may participate in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. For the nine months ended September 30, 2024 and 2023, advertising costs charged to operations were $3,536 and $14,655, 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 September 30, 2024 and December 31, 2023, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the periods ended on December 31, 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 September 30, 2024 and December 31, 2023.   Stock-Based Compensation   Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.   Loss Per Common Share   ASC 260 “Earnings Per Share”, requires dual presentation of basic and diluted earnings per common share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilutive securities and non-vested forfeitable shares. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares or resulted in the issuance of common shares that then shared in the earnings of the entity. Basic net loss per common share is computed by dividing net loss available to members by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares, common share equivalents and potentially dilutive securities outstanding during each period. On September 30, 2024 and December 31, 2023, the Company did not 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   During the nine months ended September 30, 2024 and 2023, the Company operated in one reportable business segment.   Recent Accounting Pronouncements    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 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The adoption of ASU 2020-06 had no impact on the Company’s 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.

SHAREHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
SHAREHOLDERS’ EQUITY	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 September 30, 2024 and December 31, 2023, 1,000,000 shares have been designated as Series A preferred stock and 1,000,000 Series A preferred shares were issued and outstanding.   Series A Preferred stock   The Certificate of Designations, Preferences, Rights, and Limitations of Series A Preferred Stock (“Certificate of Designations”) provides that the Series A Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meetings of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through the ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company.    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.   In 2021, the Company issued 1,000,000 shares of its Series A preferred stock to the founders of the Company. The Series A preferred shares have no stated or face value.   Common Stock   Sale of Common Stock   On March 13, 2024, the Company entered into a private placement subscription agreement (the “Subscription Agreement”) with an investor (the “Investor”). In connection with the Subscription Agreement, the Company issued 95,000 shares of its common stock to the Investor for cash proceeds of $76,000, or $0.80 per share.   Sale of Common Stock yet to be Issued   On June 26, 2024, the Company entered into a private placement subscription agreement with an investor. In connection with the Subscription Agreement, the Company will issue 33,250 shares of its common stock to the Investor for cash proceeds of $26,600, or $0.80 per share.   On August 5, 2024, the Company entered into a private placement subscription agreement with an investor. In connection with the Subscription Agreement, the Company will issue 10,000 shares of its common stock to the Investor for cash proceeds of $10,000, or $1.00 per share.   As of September 30, 2024, the 73,250 shares of its common stock have yet to be issued once the Company has obtained its trading symbol. Accordingly, the Company recognized the sale of common stock as part of other current liabilities for $36,600, which will be reclassified to equity when the shares are issued.   Issuance of Common Stock for Services   On April 28, 2021, the Company entered into a two-year brand ambassador agreement with an entity for marketing and promotional services, including the designing and implementation of certain promotional campaigns to be rendered by the entity and a certain individual sports celebrity. In connection with this brand ambassador agreement, the Company issued 2,000,000 restricted common shares of the Company to this entity. These shares 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 nine months ended September 30, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $333,333 respectively. On September 30, 2024 and December 31, 2023, prepaid expenses related to these shares amounted to $0.   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 nine months ended September 30, 2024 and 2023, the Company recorded stock-based-professional fees of $0 and $25,000, respectively. On September 30, 2024 and December 31, 2023, prepaid expenses amounted to $0.   On April 20, 2022, the Company issued 16,667 shares of its common stock to a consultant pursuant to a 12-month consulting agreement. These shares were valued at $16,667, or $1.00 per common share, based on contemporaneous common share sales by the Company. In connection with these shares, for the nine months ended September 30, 2024 and 2023, the Company recorded stock-based professional fees of $0 and $5,093, respectively. On September 30, 2024 and December 31, 2023, prepaid expenses amounted to $0.   On January 4, 2024, the Company amended its agreement with Rafael Scotoni (the “Consultant”) dated April 1, 2022, whereby the Consultant agreed to serve as the non-exclusive Head of Business of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding business development. These services encompassed researching, introducing, and negotiating with new manufacturers for hanging air fresheners, as well as developing a comprehensive master distributor business plan tailored for Austria and Switzerland. The amended agreement extended the term to March 31, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of 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. During the nine months ended September 30, 2024, the Company recorded stock-based professional fees of $40,000.   On June 12, 2024, the Company entered to an agreement with Stefan Lumpp (the “Consultant”), whereby the Consultant agreed to serve as the non-exclusive Head of Business Development of the Company. The Consultant shall provide advice, consultation, referrals, information, and services to the Company as requested regarding product sales development including, introduction to potential strategic partners, conducting assessment and creation of alliances and customers. The term of the agreement shall end on May 30, 2026. The Consultant shall be compensated with common stock based on attainment of milestones. At each quarter end, the Company’s management shall assess the result of Consultant’s efforts based on the number of strategic partners and customers brought to the Company by Consultant. The Company shall award the aggregate sum of 10,000 shares of common stock of the Company to the Consultant when the Company is satisfied that such efforts have a possible/projected benchmark valuation of $10,000. In connection with this agreement, the Company will issue 10,000 shares of its common stock to the Consultant for services rendered for the period from June 12, 2024, to June 30, 2024. These shares were valued at $10,000, or $1.00 per common share, based on the value of services provided. On August 19, 2024, the Company amended its agreement with the Consultant whereby the Company shall award the Consultant an additional 20,000 shares of the Company’s common stock at $1.00 per share in exchange for rendering services to the Company for the period from August 19, 2024, to September 30, 2024. These shares were valued at $20,000 or $1.00 per common share, based on the value of services provided. As of September 30, 2024, the aggregate of 30,000 shares of its common stock have yet to be issued and shall be issued once the Company has obtained its trading symbol. In connection with the 30,000 shares to be issued, during the nine months ended September 30, 2024, the Company recorded stock-based professional fees of $30,000.

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATIONS	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 September 30, 2024 and December 31, 2023, the Company had no cash in financial institutions that were not insured. The Company has not experienced any losses in such accounts through September 30, 2024.   Sales Concentration   During the nine months ended September 30, 2024, 93.5% of the Company’s sales were generated in Europe. No customer accounted for 10% of sales.

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS    GH Bill, Inc.     On March 1, 2022, the Company entered into a ten-month business operations agreement with GH Bill. In connection with this agreement, the Company paid a monthly service fee of $4,000 to GH Bill for administration and back-office services. Beginning in June 2022, this monthly service fee was increased to $8,500 per month. In January 2023, this monthly service fee was increased to $14,500 per month, and in August 2023, this monthly service fee was increased to $18,500 per month. In addition, during the nine months ended September 30, 2024 and 2023, the Company paid additional service fees of $6,500 and $3,850, respectively. In connection with this consulting agreement, for the nine months ended September 30, 2024 and 2023, the Company recorded professional fees – related party of $172,370 and $138,350, respectively.   On September 20, 2024, the Company agreed to transfer inventory with a cost of $97,658 to GH Bill in exchange for accounts payable due to GH Bill as of September 30, 2024 of $55,000, the prepayment of October 2024 services amounting to $18,500, which is reflected as prepaid expenses – related party on September 30, 2024, and the receipt of cash of $10,000, In connection with this exchange, during the three and nine months ended September 30, 2024, the Company recorded an impairment loss of $14,158 to reflect a write down in inventory to net realized value, which is reflected as an impairment loss on the accompany unaudited statement of operations,   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 an automatic renewal clause for each subsequent 24 months term.

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 6 – SUBSEQUENT EVENTS   On October 29, 2024, the Company’s Board of Directors accepted the resignation of Wolfgang Reucker and William Bollander from all executive and board positions with the Company and appointed Harald Dieter Gietmann as the sole director of the Company as well as the Chief Executive Officer and Chief Financial Officer of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Emerging Growth Company	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.
Basis of Presentation	Basis of Presentation   Management acknowledges its responsibility for the preparation of the accompanying unaudited financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its financial position and the results of its operations for the periods presented. The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S. GAAP”) for interim financial information and with the instructions Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.   Certain information and note disclosure normally included in financial statements prepared in accordance with U.S. GAAP has been condensed or omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements. These unaudited financial statements should be read in conjunction with the summary of significant accounting policies and notes to the financial statements for the year ended December 31, 2023 of the Company which were included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2024.
Going Concern	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 unaudited consolidated financial statements, the Company had a net loss of $334,979 and $644,067 for the nine months ended September 30, 2024 and 2023, respectively.  The Company has an accumulated deficit of $3,766,064 and $3,431,085 on September 30, 2024 and December 31, 2023, respectively. The net cash used in operations was $174,141 and $296,892 for the nine months ended September 30, 2024 and 2023, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financing to fund its operations in the future. Although the Company has historically raised capital from sales of common shares, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates	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 nine months ended September 30, 2024 and 2023 include estimates for obsolete or slow-moving inventory and the fair value of non-cash equity transactions.
Fair Value of Financial Instruments and Fair Value Measurements	Fair Value of Financial Instruments and Fair Value Measurements   The Company analyses 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 September 30, 2024 and December 31, 2023. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:    Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.   Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.   Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.   The carrying amounts reported in the balance sheets for cash, inventory, prepaid expenses, deferred offering costs, and accounts payable approximate their fair market value based on the short-term maturity of these instruments.
Cash and Cash Equivalents	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 September 30, 2024 and December 31, 2023.
Inventory	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 three and none months ended September 30, 2024, the Company recorded an impairment loss of $14,158 related to the write down of inventory to net realizable value. During the nine months ended September 30, 2023, the Company did not write off obsolete and expired inventory. On September 30, 2024 and December 31, 2023, inventory amounted to $7,138 and $103,933, respectively.
Prepaid Expenses	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 $19,800 (including prepaid expenses – related party of $18,500) and $21,025 (including prepaid expenses – related party of $20,870) on September 30, 2024 and December 31, 2023, respectively.
Impairment of Long-Lived Assets	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	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   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	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 nine months ended September 30, 2024 and 2023, advertising costs charged to operations were $3,536 and $14,655, respectively.
Federal and State Income Taxes	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 September 30, 2024 and December 31, 2023, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. Tax years that remain subject to examination are the periods ended on December 31, 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 September 30, 2024 and December 31, 2023.
Stock-Based Compensation	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	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 September 30, 2024 and December 31, 2023, the Company did not have any potentially dilutive securities.
Leases	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	Segment Reporting   During the nine months ended September 30, 2024 and 2023, the Company operated in one reportable business segment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements    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 was effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The adoption of ASU 2020-06 had no impact on the Company’s 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Integer shares	Sep. 30, 2023 USD ($) Integer	Dec. 31, 2023 USD ($) shares
Accounting Policies [Abstract]
Net loss	$ 111,063	$ 110,087	$ 334,979	$ 644,067
Accumulated deficit	3,766,064		3,766,064		$ 3,431,085
Net cash used in operations			174,141	296,892
Cash equivalents	0		0		0
Impairment loss	14,158		14,158
Inventory	7,138		7,138		103,933
Prepaid Expenses	19,800		19,800		21,025
Prepaid expenses - related party	18,500		18,500		20,870
Advertising Costs			3,536	$ 14,655
Uncertain tax positions	0		0		0
Interest and penalties	$ 0		$ 0		$ 0
Potentially dilutive securities | shares			0		0
Reportable segment | Integer			1	1

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)			1 Months Ended					3 Months Ended			9 Months Ended		12 Months Ended
	Aug. 05, 2024	Mar. 13, 2024	Aug. 19, 2024	Jun. 26, 2024	Apr. 20, 2022	Jul. 29, 2021	Apr. 28, 2021	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2021	Dec. 31, 2023
Preferred stock, shares authorized								1,000,000			1,000,000			1,000,000
Preferred stock, par or stated value per share								$ 0.0001			$ 0.0001			$ 0.0001
Preferred stock, shares designated								1,000,000			1,000,000			1,000,000
Preferred stock, shares issued								1,000,000			1,000,000			1,000,000
Preferred stock, shares outstanding								1,000,000			1,000,000			1,000,000
Stock issued for services, shares	10,000	95,000		33,250
Cash proceeds from sale of common stock	$ 10,000	$ 76,000		$ 26,600							$ 76,000
Share Price	$ 1.00	$ 0.80		$ 0.80
Shares to be issues								73,250			73,250
Stock-based professional fees								$ 20,000		$ 0	$ 70,000	363,426
Stock issued for services, amount									$ 40,000
Legal Services [Member]
Share Price						$ 3.00
Stock-based professional fees											0	25,000
Prepaid expenses related to these shares								0			0			$ 0
Stock issued for services, shares						37,500
Stock issued for services, amount						$ 112,500
Ambassador Agreement [Member]
Share Price							$ 1.00
Number of restricted common shares issued							2,000,000
Value of restricted common shares issued							$ 2,000,000
Stock-based professional fees											0	333,333
Prepaid expenses related to these shares								0			0			0
Consulting Agreement [Member]
Share Price					$ 1.00
Prepaid expenses related to these shares								$ 0			0			$ 0
Stock issued for services, shares					16,667
Stock issued for services, amount					$ 16,667
Stock-based compensation											0	$ 5,093
Other Current Liabilities [Member]
Cash proceeds from sale of common stock											$ 36,600
Founders [Member]
Shares issued													1,000,000
Rafael Scotoni [Member]
Stock issued for services, shares											40,000
Share Price								$ 1.00			$ 1.00
Stock-based professional fees											$ 40,000
Stock issued for services, amount											$ 40,000
Stefan Lumpp [Member]
Shares issued											30,000
Stock issued for services, shares											10,000
Share Price			$ 1.00					$ 1.00			$ 1.00
Shares to be issues								30,000			30,000
Stock-based professional fees											$ 30,000
Stock issued for services, shares			20,000
Stock issued for services, amount			$ 20,000
Stock issued for services, amount											$ 10,000

CONCENTRATIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Concentration Risk [Line Items]
FDIC insured limit	$ 0	$ 0
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Europe [Member]
Concentration Risk [Line Items]
Concentration percentage	93.50%

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 20, 2024	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Professional fees - related party	$ 54,870	$ 51,350	$ 172,370	$ 138,350
prepaid expenses - related party	18,500		18,500			$ 20,870
Cash	3,348		3,348			$ 74,889
Impairment loss	$ 14,158		14,158
GH Bill [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Additional service fees			6,500	3,850
Professional fees - related party			$ 172,370	$ 138,350
Inventory transfer cost					$ 97,658
Due to accounts payable					55,000
prepaid expenses - related party					18,500
Cash					$ 10,000

---