---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-23-005570"
form_type: "8-K/A"
ticker: null
cik: "0001625285"
company_name: "Arma Services Inc"
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T14:36:15.262495+00:00"
event_type: "m_and_a"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Arma Services acquires Bret International in share exchange; shifts to carbon offsets

## Summary
- 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.

## SEC filing metadata
- accession: 0001683168-23-005570
- form_type: 8-K/A
- cik: 0001625285
- company_name: Arma Services Inc
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: m_and_a
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 2.02, 3.02, 5.06, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1625285/000168316823005570/0001683168-23-005570-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1625285/000168316823005570/arma_8ka1.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-23-005570
- JSON: https://secwatch.observer/filing/0001683168-23-005570.json
- Plain text: https://secwatch.observer/filing/0001683168-23-005570.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1625285/000168316823005570/0001683168-23-005570-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1625285/000168316823005570/0001683168-23-005570-index.htm
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1625285/000168316823005570/0001683168-23-005570-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.