Arma Services Inc: M&A transaction — Arma Services completes reverse merger with Bret International, becomes carbon credit developer

Arma Services Inc

Acquired all outstanding shares of Bret via share exchange; Bret is accounting acquirer and wholly owned subsidiary.
Post-merger shares outstanding: 12.24M; company ceases to be a shell company.
New business: carbon capture projects in Mexico (forestry, succulents, mangroves) covering 156,000 hectares.
Eric Nixon appointed President, CEO, CFO, and director on Jan 27, 2023, replacing Jaime Sanchez Cortina.
Auditor changed to OLAYINKA OYEBOLA & CO. on Jan 26, 2023, replacing BF Borgers.

item 1.01 item 2.01 item 3.02 item 5.01 item 5.02 item 5.06 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Arma Services Inc: The company ceased to be a shell company as a result of the Share Exchange.

Change: shell status

Exact text from the filing

Prior to the Share Exchange, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Share Exchange, we have ceased to be a shell company.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Arma Services Inc underwent a change of control involving Bret International Holding Corp (closed 2023-02-27).

Action: change of control
Counterparty: Bret International Holding Corp
Closing: 2023-02-27

Exact text from the filing

As described in Item 1.01 above, on 27 February we acquired all the issued and outstanding shares of Bret pursuant to the Share Exchange Agreement and Bret became our wholly owned subsidiary.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Arma Services Inc entered into Share Exchange Agreement with Wenflor International Inc. valued at 6,000,000 shares of common stock issued to Wenflor International Inc. (effective 2023-02-27).

Action: entry
Agreement: merger
Counterparty: Wenflor International Inc.
Value: 6,000,000 shares of common stock issued to Wenflor International Inc.
Effective: 2023-02-27

Exact text from the filing

On February 27, 2023, Arma Services Inc. (“ARMV,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Wenflor International Inc. and Bret International Holding Corp., owner of 100% of Bret Consultores, SAPI de CV: Carbon Capture (“Bret”), a Mexican corporation, and Ecapfin Sapi de Cv., and Eric Eastwood Nixon (“Appointee”), as the President, & CEO and director of ARMV. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Bret was exchanged for 6,000,000 shares of common stock of ARMV issued to Wenflor International Inc.

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Source: SEC EDGAR

accession 0001683168-23-001161

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