UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 30 29, 2024

Miami Breeze Car Care, Inc.

(Exact name of registrant as specified in its charter)

Florida

001-42025

86-2579086

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

848 Brickell Ave, PH 5, Miami, FL 33131

(Address of principal executive offices)

Registrant’s telephone number, including area code

(786) 743-3017

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ [X]

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. ☐[_]

Miami Breeze Car Care, Inc. is referred to ~~herein~~ herein as the “Company”,” “we”,” “our”,” or “us”.”

~~Section~~SECTION 5-2 ~~Corporate~~– ~~Governance~~FINANCIAL ~~and Management~~INFORMATION

Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets

On ~~October~~February 3028, ~~2024~~2025, the ~~Board~~Company ~~of Directors accepted~~completed the ~~resignations~~acquisition of ~~Mr.~~100% ~~Wolfgang~~ownership ~~Ruecker~~of ~~and~~Gin ~~Mr.~~City ~~William~~Group, ~~“Billy”~~Inc, ~~Bollander~~a ~~from~~Florida ~~all~~corporation ~~positions~~and ~~with~~it’s ~~the~~wholly ~~Miami~~owned ~~Breeze~~subsidiary, ~~Car~~Gincity ~~Care, Inc~~GmbH. The ~~(the~~transaction ~~“Company”).~~was ~~Although~~completed ~~Mr.~~by ~~Bollander’s~~and ~~resignation~~between ~~was~~the ~~effective~~Company onand ~~October~~the 30shareholders of Gin City Group, ~~2024~~Inc., ~~due~~represented toby ~~personal~~the ~~matters,~~holder of ~~Mr.~~the ~~Bollander~~Series ~~has~~A ~~not~~Super ~~acted~~Voting inPreferred ~~any~~Stock ~~functional~~of ~~capacity~~Gin ~~for~~City ~~the~~Group, ~~Company~~Inc., ~~for~~Harald ~~several~~Gietmann, ~~months.~~who ~~Mr.~~has ~~Ruecker’s~~a ~~resignation~~material ~~was~~relationship ~~deemed~~with the ~~effective~~Company, ~~immediately~~via ~~and~~ his ~~final~~appointment ~~act~~ as ~~the~~a ~~sole~~director ~~member~~and officer of the ~~Board~~Company, ofand ~~Directors~~through ~~was~~his toacquisition ~~appoint~~of ~~Mr.~~100% ~~Harald~~of ~~Dieter~~the ~~Gietmann~~Series asA ~~the~~Preferred ~~sole~~Stock ~~director and officer~~ of the Company, ~~to act~~ as ~~principal~~described ~~executive officer and principal financial officer~~below.

~~Both~~The Mrnature and amount of consideration given or received for the assets was exactly one (1) share of the Company’s common stock, par value $0.0001 ~~Ruecker~~per ~~and~~share, Mrfor each one (1) share of Gin City Group, Inc. ~~Bollander~~held ~~have~~as ~~reviewed~~of ~~this~~the record date of February 19, 2025, for a total of exactly 20,730,050 shares of the ~~filing~~Company’s common stock to be issued to those shareholders of Gin City Group, Inc. As GH Bill, Inc. and Harald Gietmann have ~~submitted~~an interest noin ~~additional~~both ~~comment~~the Company and Gin City Group Inc, the parties have agreed to return their shares of the newly issued common stock of the Company pursuant to the Acquisition to treasury. As a result, the total amount of shares issued pursuant to the Acquisition will be 14,030,050 of common stock of the Company.

~~Biographical~~Item ~~Information~~5.01 Changes in Control of Registrant

MrA change in control of the registrant occurred on October 29, 2024. ~~Harald~~The ~~Dieter~~person who acquired such control is Harald Gietmann. ~~joins~~The events that resulted in the ~~Board~~change in control were the ~~with~~Board ~~over~~Resolution ~~three~~appointing ~~decades~~Mr. Gietmann as a director of ~~experience~~the inCompany, ~~corporate~~holding ~~strategy~~the offices of President, ~~investment~~Chief ~~structuring~~Executive Officer, and Chief ~~project~~Financial ~~development.~~Officer ~~Following~~of ~~his~~the ~~service~~Company, in and the ~~German~~stock ~~Armed~~purchase ~~Forces~~agreement between GH Bill, ~~where~~Inc. heand ~~held~~Harald aGietmann, ~~training~~whereby ~~role~~100% inof Elthe Company’s ~~Paso,~~Series ~~USA~~A Preferred Stock and 6,000,000 shares of the Company’s common stock were purchased by Mr. Gietmann. ~~founded~~Holders of ~~EBFS~~the ~~Unternehmensberatung~~Company’s ~~GmbH~~Series inA ~~1991.~~Preferred ~~For~~ Stock are entitled to vote with the ~~past~~holders 33of ~~years,~~other heclasses ~~has~~of ~~led~~stock of the ~~company’s~~Company, ~~initiatives~~and inare entitled ~~investment~~to ~~opportunities~~sixty-five percent (65%) of all votes (including, ~~fund~~but ~~development~~not limited to, common stock and ~~property~~other ~~projects.~~classes ~~He expanded~~of ~~these~~stock) ~~services~~entitled to vote ~~include~~at ~~advisory~~each ~~roles~~meeting ~~within~~of the ~~hospitality~~shareholders ~~sector~~of ~~over~~ the ~~last~~Company 18(and ~~years.~~written ~~Mr.~~actions ~~Gietmann~~of ~~specializes~~the shareholders in ~~corporate strategy~~lieu ~~alignment,~~of ~~process~~meetings) ~~optimization,~~with respect to any and ~~professional~~all ~~development~~matters presented to the shareholder of the Company for ~~diverse~~their ~~client~~action ~~groups~~or consideration.

~~Litigation~~The basis of the control includes the appointment as a director and officer of the Company and acquisition of 100% of the Company’s Series A Preferred Stock now beneficially owned directly or indirectly by Harald Gietmann (via a stock purchase agreement between GH Bill, Inc., prior holder of 100% of the Company’s Series A Preferred Stock and 6,000,000 shares of common stock, and Harald Gietmann). The amount of the consideration in purchasing the Series A Preferred Stock was forty thousand dollars ($40,000.00).

~~During the past ten years, Mr. Gietmann not have been the subject of the following events:~~SIGNATURE

~~1. A petition~~Pursuant ~~under~~to the ~~Federal~~requirements ~~bankruptcy~~of ~~laws~~the ~~or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar~~Securities ~~officer~~Exchange ~~was~~Act ~~appointed by a court for the business or property~~ of ~~such person~~1934, ~~or any partnership in which he was a general partner at or within two years before~~ the ~~time~~registrant ofhas ~~such~~duly ~~filing,~~caused orthis ~~any~~report ~~corporation~~to orbe ~~business~~signed ~~association~~on ofits ~~which~~behalf heby ~~was an executive officer at or within two years before~~ the ~~time~~undersigned ofhereunto ~~such~~duly ~~filing;~~authorized.

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

			Miami Breeze Car Care, Inc.
			(Registrant)
Date:	March 5, 2025
		By:	/s/ Harald Gietmann
		Name:	Harald Gietmann
		Title:	Chief Executive Officer

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii) Engaging in any type of business practice; or

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Material Plans, Contracts or Other Arrangements

There are currently no material plans, contracts, or other arrangements with the new appointees.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Miami Breeze Car Care, Inc.
	(Registrant)
Date: 10/30/2024
	By:	/s/ Wolfgang Ruecker
	Name:	Wolfgang Ruecker
	Title:	Chief Executive Officer (Resigned)

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