Arma Services Inc: M&A transaction — Arma Services acquires Bret International in share exchange; shifts to carbon offsets

Arma Services Inc

Acquired all outstanding shares of Bret for 6,000,000 newly issued ARMV shares; Bret becomes wholly-owned subsidiary.
Bret develops carbon offsets from succulent and forestry projects; FY2022 revenue $59,745, net loss $619,899, accumulated deficit $831,785.
Auditor raised going concern doubt due to net losses; Bret has limited operating history.
Bret's methodology registered under Verified Carbon Standard; supports 40 forestry projects over 156,000 hectares in Mexico.
Transaction treated as recapitalization with Bret as accounting acquirer; Arma changes from shell to operating company.

item 1.01 item 2.01 item 2.02 item 3.02 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: Company ceased being a shell company upon completion of an acquisition (effective 2023-02-27).

Change: shell status
Effective: 2023-02-27

Exact text from the filing

Prior to the closing of the Acquisition, ARMA was a "shell company" as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, ARMA ceased being a shell company upon completion of the acquisition on February 27, 2023.

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

Arma Services Inc completed an acquisition involving Wenflor International Inc. for 6,000,000 newly issued shares of ARMV common stock (closed 2023-02-27).

Action: acquisition
Counterparty: Wenflor International Inc.
Consideration: 6,000,000 newly issued shares of ARMV common stock
Closing: 2023-02-27

Exact text from the filing

with Wenflor International Inc. and Bret International Holding Corp. (“Bret”) to acquire from Wenflor International Inc. all of the outstanding shares of Bret in exchange for 6,000,000 newly issued shares of ARMV common stock. Inc. and Bret International Holding Corp. (“Bret”) to acquire from Wenflor International Inc. all of the outstanding shares of Bret in

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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. and Bret International Holding Corp. (effective 2023-02-27).

Action: entry
Agreement: merger
Counterparty: Wenflor International Inc. and Bret International Holding Corp.
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. (“Bret”) to acquire from Wenflor International Inc. all of the outstanding shares of Bret in exchange for 6,000,000 newly issued shares of ARMV common stock.

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Source: SEC EDGAR

accession 0001683168-23-005570

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