Suite 140-920 7260 W.West Azure Dr. Suite 140-928Drive

Las Vegas NV , Nevada89130

+17026599321

 (Address and telephone number(Address of principal executive offices)

(657)315-8312

(Company’s telephone number, including area code)

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

None

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

None

1

Indicate by check mark whetherif the registrantCompany is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] ☐ No [X] ☒

Indicate by check mark if the registrantCompany is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] ☐ No [X] ☒

Indicate by check mark whether the registrantissuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant asCompany 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 Company has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Company was required to submit such files). Yes [X]☒ No [ ]☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sCompany’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, a smaller reporting company, or an emerging growth company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer""emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]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 ☐

Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrantCompany is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] ☒ No [ X ]☐

The aggregate market value of voting stock held by non-affiliates of the Company as of the last business day of the Company’s most recently complete second fiscal quarter was $2,240,000 (computed by reference to the closing price of a share of the Company’s common stock of $1.00 on that date as reported).

As of October 31, 2016 the registrant had 4,420,0002022, 62,240,000 shares of the issuer’s common stock were issued and outstanding. No market value has been computed based upon the fact that no active trading market has been established as of October 31, 2016.

2Documents Incorporated By Reference: None

TABLE OF CONTENTS

5

Our strategy is to drive attention through multiple marketing facets which will enable us to attract a sufficient quantity of customers upon commencement of operations.

STRATEGYCapital Stock

Our strategyThe Company’s capitalization is to create unique events for each customer75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. Total shares issued and ensure the processoutstanding as of working with usOctober 31, 2022 is efficient, comfortable, and operationally seamless.6,240,000.

OUR CUSTOMERSEmployees

Our potential customers are companies fromAs of October 31, 2022, other than its CEO, Jaime Sanchez Cortina, the Company has no employees. On January 27, 2023, Eric Nixon agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and as a variety of fields, with a staff of 50 people or less. The fields that may have the greatest needs in our services are pharmaceuticals, automobile manufacturing, IT-companies, the oil and gas industry, big distribution companies, and large retailers.

MostMember of the companies we plan to work with, have needs for conferences with participation with partners aroundBoard of Directors of the world and in the Russian Federation. For other customers, we plan to develop pleasant business trips for key executives for 3 to 7 day periods with additional amenities and activities, as opposed to the normal travel of 2 to 3 days for events, such as, participation in industry conferences and exhibitions, and presentation of new products or services.Company.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, we have no employees other than our officer and director.  We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future.  There are presently no personal benefits available to any officers, directors or employees.

Item 1A. Risk Factors

Not applicableSmaller reporting companies are not required to smaller reporting companies.provide the information required by this Item 1A.

Item 1B. Unresolved Staff Comments

None.

Item 2. Description of PropertyProperties

We doThe Company does not own any real estate or other properties.  properties and has not entered into any long term lease or rental agreements for property.

Item 3. Legal Proceedings

We know of

There is no pending legal proceedingsproceeding to which we arethe Company is a party or toin which any director, officer or affiliate of ourthe Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject which areof any pending threatened or contemplated or any unsatisfied judgments against us.legal proceedings.

6

Item 4. Submission of Matters to a Vote of Security HoldersMine Safety Disclosures

None.Not applicable.

PART II

Item 5. Market for Company’s Common Equity, and Related Stockholder Matters

Market Information

There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.Issuer Purchases of Equity Securities.

OTC Bulletin Board securities are not listed or traded on the floor ofMarket Information

On April 28, 2022, a bid and an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephoneask was initially posted.

The high and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

 As of October 31, 2016, no shareslow bid prices of our common stock following such date is as follows:

The last reported sales price of our common stock on the OTCMarkets on January 27, 2023, was $4.99.

Dividend Policy

We have traded.not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

Number of Holders

As of October 31, 2016, the 4,420,000 issued and outstanding2022, there were 6,240,000 shares of common stock issued and outstanding, which were held by our secretary and our shareholders.

Dividends29 stockholders of record.

No cash dividends were paid on our shares of common stock during the fiscal years ended October 31, 2016 and 2015.  Equity Compensation Plans

We have not paid any cash dividends since our inception and do not foresee declaringhave any cash dividends on our common stock in the foreseeable future. equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

PurchasePurchases of our Equity Securities by Officersthe Small Business Issuer and DirectorsAffiliated Purchasers

None.

Other Stockholder Matters

None.

Item 6. Selected Financial Data                                       Data.

Smaller reporting companies are not required to provide the information required by this Item 6.

7

Not applicable.

Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of OperationsOperations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements includingand the accompanying notes thereto appearing elsewhereincluded in this annual report. The“Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that reflect our plans, estimatesinvolve risks, uncertainties and beliefs.assumptions. See “Forward-Looking Statements.” Our actual results couldand the timing of selected events may differ materially from those discussedanticipated in these forward-looking statements as a result of many factors.

Business Overview

The Company initially was a provider of destination management and event management services.

After the change in control of management, the Company is currently working to acquire an operating business in the forward-looking statements. carbon emissions control industry.

Plan of Operations

The Company is currently planning to enter the carbon emissions reduction industry. We are tentatively look for a target company in the industry for acquisition in order to increase our service scopes.

Going Concern

Our auditedauditor has indicated in their reports on our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

RESULTS OF OPERATIONS

We have incurred recurring lossesfor the fiscal years ended October 31, 2022, that conditions exist that raise substantial doubt about our ability to date. Our financial statements have been prepared assuming that we will continue as a going concern due to our recurring losses from operations, deficit in equity, and accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expectneed to raise additional capital to fund operations. A “going concern” opinion could impair our ability to finance our operations through among other things, the sale of equitydebt or debtequity securities.

FISCAL YEAR ENDED OCTOBERResults of Operations

Fiscal Year Ended October 31, 2016 COMPARED TO FISCAL YEAR ENDED OCTOBER2022 and Fiscal Year Ended October 31, 2015.2021

Our net lossThe company has generated $nil and $nil revenues for the fiscal year ended October 31, 2016 was $6,839 compared to a net loss2022 and 2021, respectively. Cost of $7,072 duringrevenues were $nil for the fiscal yearyears ended October 31, 2015. During fiscal year ended2022, and October 31, 2016, the Company has generated $5,600 in revenue compared2021. Operating expenses increased to $0 in the year ended October 31, 2015.

During the fiscal year ended October 31, 2016, we incurred professional fees of $12,255 and bank service charges of $ 184 compared to professional fees of $6,896 and bank fees of $ 176 incurred during fiscal year ended October 31, 2015.  

 The weighted average number of shares outstanding was 4,001,148 $9,659 for the fiscal year ended October 31, 20162022, as compared to $4,192 for the fiscal year ended 2021, both of them are substantially professional services expenses. We had net loss of $9,659 and 4,000,000 in 2015.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED OCTOBER 31, 2016 AND 2015

As of October 31, 2016, our total assets were $4,295 comprised of cash and cash equivalents and our total liabilities were $12,923 comprised of loan from our director and accrued expenses.

As of October 31, 2015, our total assets were $3 and our total liabilities were $5,992 comprised of loan from our director.  Stockholders’ equity decreased from a deficit of $5,899 as of October 31, 2015 to a deficit of $8,628 as of October 31, 2016.  

Cash Flows from Operating Activities

8

We have generated positive cash flows from operating activities. For$4,192 for the fiscal year ended October 31, 2016, net cash flows provided by operating activities was $92.  2022 and 2021, respectively.

Capital Resources and Liquidity

Fiscal Year Ended October 31, 2022 and Fiscal Year Ended October 31, 2021

Cash Used in Operating Activities

For the fiscal yearyears ended October 31, 2015, net2022 and 2021, the Company had cash flows used in operating activities in the amount of $6,598 and $4,082, respectively, which were $(7,072).primarily due to net loss for the year, prepayment, and accounts payable and accrued liabilities.

Cash Flows fromProvided by Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal yearyears ended October 31, 2016, net2022 and 2021, the Company realized cash fromprovided by financing activities in the amount of $6,598 and $4,092, respectively, which was $4,200 consisting of proceeds receivedadvances from issuance of shares.  For the fiscal year ended October 31, 2015, net cash from financing activities was $5,304 consisting of proceeds received from loan from a director.

PLAN OF OPERATION AND FUNDING

We expect thatour director for working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.purposes.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of software; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

MATERIAL COMMITMENTS

As of the dateOctober 31, 2022, we have cash of this Annual Report,$0. As of October 31, 2021, we do nothad cash of $0.

Our auditors have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment duringissued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months.months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, we do not have any offbalance 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 that are material to investors.

9

GOING CONCERN

The independent auditors' report accompanying our October 31, 2016Company requires additional funding to meet its ongoing obligations and October 31, 2015 financial statements contains an explanatory paragraph expressingto fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we willability of the Company to continue as a going concern" is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which contemplates thatcould harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will realize our assets and satisfy our liabilities and commitmentshave to cease business operations. As a result, investors in the ordinary courseCompany’s common stock would lose all of business.their investment.

Off Balance Sheet Arrangements

None.

Recent Accounting Pronouncements

None.

Item 7A. Quantitative and Qualitative Disclosures aboutAbout Market RiskRisk.

Not applicable to smallera “smaller reporting companies.company” as defined in Rule 12b-2 of the Exchange Act.

Item 8. Financial Statements and Supplementary DataData.

INDEX TO FINANCIAL STATEMENTS

10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BoardThe full text of Directors

Arma Services, Inc.

7260 West Azure Drive, Suite 140-928

Las Vegas, Nevada, 89130the Company’s financial statements for the fiscal years ended October 31, 2022 and 2021, begins on page F- 1 of this Annual Report on Form 10-K.

WeItem 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

There have auditedbeen no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The management of the accompanying balance sheetsCompany is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes- Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of Arma Services, Inc.the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of October 31 2016 and 2015 and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.,2022.

We conducted our audits in accordance withThe matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we planwere: (1) lack of a functioning audit committee and performlack of a majority of outside directors on the auditsCompany’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to obtain reasonable assurance about whether the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review of our financial statements as of October 31, 2022 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

We are freecommitted to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: (i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material misstatement. Theweaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company isif personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not required to have, nor were we engaged to perform,include an auditattestation report of itsthe company’s registered public accounting firm regarding internal control over financial reporting. Our audit included considerationManagement’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

There have been no changes in our internal control over financial reporting as a basis for designing audit proceduresidentified in connection with the evaluation required by paragraph (d) of Rules 13a- 15 or 15d- 15 under the Exchange Act that are appropriate inoccurred during the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'ssmall business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Arma Services, Inc. as of October 31, 2016 and 2015 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the CompanyWe will continue as a going concern. As discussed in Note 3 to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial statements, the Company has suffered continuing losses and has not yet established a reliable, consistent and proven source of revenue to meet its operating costsreporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control over Financial Reporting

There were no changes that have affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a- 15(f) or 15d- 15(f) under the Exchange Act) during the fiscal year ended October 31, 2022.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our executive officers and director are as follows:

Jaime Sanchez Cortina, 57, Former Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and Chairman of the Board of Directors (resigned January 27, 2023).

Jamie has over a decade of experience in financial management and strategic planning. He played a key role in developing six start-ups in Latin America and has been part of five private equity and venture capital funds, investing in over 30 companies, in which the best IRR of one investment reached 218%.

Mr. Sanchez Cortina manages the portfolio of E Capital Mexico Venture Capital Funds, a venture capital organization with nine early stage investments in the fintech, technology, environmental, and auto part sectors. Prior to that, Jaime a Director at Abraaj Group in the Mexico office, managing a portfolio of over US$170 M. Before that he structured and developed the strategy of the Mexican Government Venture Capital Fund of Funds, Mexico Ventures I, a Venture Capital Fund of Funds co-managed with Sun Mountain Capital and GreenSpring Associates.

Eric Nixon, 35, CEO, CFO, President, and Director

For over two decades, Eric has worked in the electrical & technology sector, bringing multiple renewable energy projects to life and striving for a carbon neutral society. He has worked alongside Conestoga College to educate the public on reducing energy consumption and researching new technologies to help reduce the carbon footprint.

Eric has also dedicated years of volunteer work to helping the homeless and the most vulnerable, ensuring they receive the proper help and medical treatment. He has the skills and experience to take on projects in the residential, commercial, industrial, technology sectors and emergency response services when needed.

Maria Teresa Tattersfield Yarza, 46, Director

Teresa is the Co-Founder of Bret Consultores. She holds a degree in International Relations with a Master's Degree in Environmental Policy and Management, an Specialization in Sustainable Development (LEAD program from the Colegio de México) and Energy Efficiency and Environment at FLACSO. She is currently does notthe forest carbon Manager of WRI Mexico, responsible for coordinating the execution of CO2munitario. She is a specialist in the design and development of methodologies and protocols that have sufficient available fundingbeen implemented in Mexico for the sale of offsets in the international market.

During the previous six years, she oversaw the Program of Natural Solutions at Tec de Monterrey University and was an advisor to fully implement its business plan. These factors raise substantial doubt about its abilitythe Neutralízate Program of Pronatura México. She has been part of the special team of advisers in sustainable development and climate change for the Foreign Ministry of the British Commonwealth Government. She has been responsible for the elaboration of strategies that combine the efforts of local and federal governments in the development of international initiatives such as Methane to continueMarkets. In her work at the Ministry of Environment and Natural Resources, she coordinated initiatives such as the restoration of the Lerma Chapala Basin.

Alberto Ramírez, 38, Director

Alberto has collaborated as a going concern. Management's plansconsultant for entities such as CONAFOR, PROBOSQUE; SEDEMA; WWF Mexico; Climate Action Reserve (CAR); PRONATURE; ClimateSeed, among others, for the development and feasibility assessment of forestry carbon capture projects. He has experience as a verifier in compliance with forest regulations on sustainability with an emphasis on biodiversity and social aspects. He was the first Mexican verifier accredited by CAR and has participated in the review and proposal of GHG removal quantification protocols; such as CAR’s Forest Protocol for Mexico v.2.0. His main activities focus on the sustainable management of natural resources through the participation of rural communities. Alberto is a Biologist, graduated from the Faculty of Higher Studies Iztacala of the UNAM.

Alberto is currently the Forest Carbon Coordinator at WRI Mexico. Alberto is responsible for coordinating carbon capture forestry projects; through capacity building in communities; linking of forest communities at the national level; and for providing advice on inventories, monitoring, reporting and verification.

Eduardo Piquero, 41, Director

CEO – MÉXICO2; Eduardo has more than 15 years of experience in international and national carbon pricing instruments and policies. He is currently the CEO of MÉXICO2, where he oversees the development of environmental markets, including carbon markets, clean energy certificates and green bonds.

He also led the development of the simulation exercise of a Mexican Emissions Trading System (SCE) in collaboration with the Ministry of Environment of Mexico (SEMARNAT) as a preparation for the country’s regulated emissions scheme, with the participation of more than 90 companies. Furthermore, he participated in the creation of a secondary market for Clean Energy Certificates (CEL), which supports the Mexican Wholesale Electricity Market (MEM). In addition to his work in Mexico, Eduardo has focused on developing projects to reduce greenhouse gas emissions and has designed climate change projects in several countries in Latin America, Asia, and Africa.

Eduardo has been a speaker at conferences and events related to climate change and climate finance. He was also a member of the Green Finance Working Group of the United Nations at the Initiative for Sustainable Stock Exchanges. Further, since 2021 is member of the board of the Climate Action Reserve, and in 2022 was selected as one of the 30 most sustainable minds in Mexico, by Forbes.

Director Independence

No members of our board of directors is qualifies as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. each director’s business and personal activities and relationships as they may relate to us and our management.

/s/ Pritchett, Siler & Hardy PCInvolvement in Legal Proceedings

Pritchett, Siler & Hardy PCTo our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

Farmington Utah

February 23, 2017Potential Conflicts of Interest

None.

11Item 11. Executive Compensation.

Summary Compensation Table

ARMA SERVICES, INC.Services, Inc. has made no provisions for paying cash or non-cash compensation to its officers and directors. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

Balance Sheets as of October 31, 2016 and 2015

See accompanying notesThe table below summarizes all compensation awarded to, financial statements.

12

ARMA SERVICES, INC.

Statements of Operationsearned by, or paid to our named executive officer for all services rendered in all capacities to us for the years ending

ended October 31, 20162022 and 2015October 31, 2021.

Summary Compensation of Named Executive Officers

Mr. Nixon was appointed as Chief Executive Officer and Chief Financial Officer on January 27, 2023.

Mr. Jaime Sanchez Cortina resigned all his positions on January 23, 2023.

Outstanding Equity Awards at Fiscal Year End

We did not pay any salaries in 2022 or 2021. None of our executive officers received any equity awards, including, options, restricted awards stock, performance or other equity incentives during the fiscal year ended October 31, 2022 and October 31, 2021.

Employment Contracts

The Company has not entered into any employment agreements with its officer and director.

Stock Awards Plan

The Company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.

See accompanying notes

Director Compensation

The Board of Directors of the Company has not adopted a stock option plan. The Company has no plans to financial statements.adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. ARMA Services Inc. may develop an incentive-based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

13

ARMA SERVICES, INC.

Statements of Stockholder’s Equity

See accompanying notesThe table below summarizes all compensation awarded to, financial statements.

14

ARMA SERVICES, INC.

Statements of Cash Flowsearned by, or paid to our directors for all services rendered in all capacities to us for the yearsperiods ending

October 31, 20162022 and 20152021.

DIRECTOR COMPENSATION

Eric Nixon was appointed as Director on January 27, 2023.

Jaime Sanchez Cortina resigned all his positions on January 27, 2023.

Maria Teresa Tattersfield Yarza, Alberto Ramírez, and Eduardo Piquero were appointed on August 17, 2022.

Board Committees

See accompanying notes to financial statements.

15

ARMA SERVICES, INC.

NOTES TO THE FINANCIAL STATEMENTS

October 31, 2016We have not formed an Audit Committee, Compensation Committee or Nominating and 2015

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Arma Services Inc. (the “Company”, “we”, “us” or “our”) was incorporated under the lawsCorporate Governance Committee as of the Statefiling of Nevadathis Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on September 2, 2014.  Arma Services Inc.our Board of Directors. We believe that an audit committee financial expert is a Destination Management Company (“DMC”), which aimsnot required because the cost of hiring an audit committee financial expert to provide a full rangeact as one of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from United States, China and internal Russian clients. We plan to create a variety of events for domestic and foreign companies, including; industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees,our directors and to organize participation in exhibitions and forums.be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of October 31, 2022.

Beneficial ownership is determined in accordance with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of October 31, 2022 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Except as set forth below, we had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIESTransactions with Related Persons

BasisAs of PresentationOctober 31, 2022, the Company had a loan outstanding with Mr. Sergey Gandin, former CEO and director in the amount of $27,248 compared to $20,650 as of October 31, 2021. The loan is non-interest bearing, due upon demand, and unsecured.

Item 14. Principal Accountant Fees and Services.

Fees paid to Auditors

Audit Fees

During fiscal years ended October 31, 2022 and 2021, we incurred approximately $5,000 and $ 5,000 respectively, in fees to our principal independent accountants for professional services rendered in connection with the audit of our October 31, 2022 and 2021 financial statements and for the reviews of our financial statements for the quarters ended during such periods.

The financial statementsSEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.

PART IV

Item 15. Exhibit and Financial Statement Schedules.

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company have been prepared in accordance with generally accepted accounting principlesand in the United Statescapacities and on the dates indicated.

INDEX TO AUDITED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of AmericaDirectors of Arma Services Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Arma Services Inc. (“the Company”) as of October 31, 2022 the related statements of operations, stockholder's equity, and are presentedcash flows, for the period ended October 31, 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in US dollars.  

Accounting Basis

Theall material respects, the financial position of the Company usesas of October 31, 2022, and the accrual basisresults of accountingits operations and its cash flows for the period ended October 31, 2022, in conformity with accounting principles generally accepted in the United States of America (“GAAP” accounting).America. The Company has adopted an October 31 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturitiesfinancial statement of three months or less to be cash equivalents. The Company had $4,295 of cash asArma Services Inc. As of October 31, 2016 and $3 as of October 31, 2015.2021, were audited by other auditors whose report dated December 27, 2021 expressed an unqualify opinion on those statement.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and amounts dueMaterial Uncertainty Relating to shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the

16

financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 605-10 when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, prices are fixed or determinable, and collectability is reasonably assured.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2016.

Comprehensive Income

The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Recent Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-10, “Development Stage Entities”.  The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively.  The adoption of ASU 2015-10 removed the development stage entity financial reporting requirements for the Company.

NOTE 3 – GOING CONCERN

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation ofassuming that the Company will continue as a going concern. However,As discussed in Note 4 to the financial statements, the Company onlyhas suffered recurring losses and had revenue of $5,600 as of October 31, 2016.  The

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Company currently has limited working capital,not yet established a reliable, consistent, and has not completed its efforts to establish a stabilizedproven source of revenues sufficientrevenue to covermeet its operating costs overon an extended period of time.  

Management anticipates that the Company will be dependent, for the near future, on additional investment capitalongoing basis and currently does not have sufficient available funding to fund operating expenses. The Company intendsfully implement its business plan. These factors raise substantial doubt about its ability to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. Management's plans in regard to these matters were also not described in the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

NOTE 4 – REVENUEBasis for Opinion

DuringThese financial statements are the year ended October 31, 2016,responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company generated a total revenuein accordance with the U.S. federal securities laws and the applicable rules and regulations of $5,600 from rendering servicesthe Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of planningthe PCAOB. Those standards require that we plan and organizing business eventsperform the audit to twoobtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its clients in Moscow. Priorinternal control over financial reporting. As part of our audits, we are required to rendering the services, the Company had signed agreements with both clients, which provideobtain an understanding of internal control over financial reporting but not for the existencepurpose of arrangement,expressing an opinion on the prices were fixed, and collectability was reasonably assured. The Company rendered all the services agreed on and was fully paid for them during the year ended October December, 31, 2016. Based on all these, we believe the services met our revenue recognition policy.  

NOTE 5 – LOANS FROM DIRECTOR

In supporteffectiveness of the Company’s effortsCompany's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and cash requirements, it may relyperforming procedures that respond to those risks. Such procedures included examining, on advances from related parties until such timea test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitmentour audits provide a reasonable basis for continued support by shareholders.  Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  our opinion.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

As of July 31, 2016,We have served as the Company had a loan outstanding with the Company’s sole director Mr. Sergey Gandin in the amount of $5,992. The loan is non-interest bearing, due upon demand and unsecured. 

Company's auditor since January 2023.

NOTE 6 – COMMON STOCKJanuary 26^th, 2023.

Lagos Nigeria

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

As of October 28, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.

ARMA SERVICES, INC.

Balance Sheets (Audited)

As of October 31, 2016,2022, and 2021

See accompanying notes to financial statements.

ARMA SERVICES, INC.

Statements of Operations (Audited)

For the Company issued 420,000 shares of common stock for cash proceeds of $4,200 at $0.01 per share.

There were 4,420,000 shares of common stock issued and outstanding as ofyears ended October 31, 2016.2022, and 2021

See accompanying notes to financial statements.

ARMA SERVICES, INC.

Statement of Stockholder’s Equity (Audited)

For the Years Ended October 31, 2022, and 2021

See accompanying notes to financial statements.

ARMA SERVICES, INC.

Statement of Cash Flows (Audited)

For the Years Ended October 31, 2022, and 2021

See accompanying notes to financial statements.

ARMA SERVICES, INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

October 31, 2022, and 2021

NOTE 7 1 – COMMITMENTSORGANIZATION AND CONTINGENCIESNATURE OF BUSINESS

Arma Services Inc. (the “Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on September 2, 2014. Arma Services Inc. is a Destination Management Company (“DMC”), which aims to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from United States, China and internal Russian clients. We plan to create a variety of events for domestic and foreign companies, including industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company neither owns nor leases any realuses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an October 31 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or personal property. An officer hasless to be cash equivalents. The Company had $0 of cash as of October 31, 2022.

Fair Value of Financial Instruments

ASC topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets.

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of accounts payable and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided office services without charge.  There is no obligation for the officeramount of deferred tax assets that, based on available evidence, are not expected to continue this arrangement.  Such costs are immaterialbe realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and accordingly are notthe reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

18Revenue Recognition

reflected herein.  The officers and directors are involved in otherpurpose of our business activities and most likely will become involved in other business activitiesis to provide a full range of services in the future.field of Meeting, Incentive, Conference, and Exhibition (“MICE”) tourism in Russia for corporate customers from the United States, China and internal Russian clients.

Services are provided through industry conferences and business meetings, dealer conferences for producers, motivational and incentive arrangements for key employees, and to organize participation in exhibitions and forums.

NOTE 8 – INCOME TAXES

The Company will recognize revenue in accordance with ASC topic 606 “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps:

As

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.

Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net income (loss) applicable to common shareholders by the weighted average number of common shares during the period. Diluted income (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of October 31, 2016,2022 and 2021. In loss years common stock equivalents would not be included as they would be anti-dilutive.

Comprehensive Income

The Company has established standards for reporting of comprehensive income, its components and accumulated balances. When applicable, the Company had net operating loss carry forwardswould disclose this information on its Statement of approximately $16,828 that may be availableStockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, theowners. The Company has recorded a valuation allowance for the deferred tax asset relatingnot had any significant transactions that are required to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

The cumulative tax effect at the expected rate of 35% of significant items comprising our net deferred tax amount is as follows:

Due to the changebe reported in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $16,828 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.other comprehensive income.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to October 31, 2016 and to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

Management’s Report on Disclosure Controls and ProceduresNOTE 3 – LOANS FROM DIRECTOR

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation

In support of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2016 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting,Company’s efforts and cash requirements, it may rely on advances from related parties until such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2016, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.

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We did not maintain appropriate cash controls – As of October 31, 2016, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the facttime that the Company had limited transactions in their bank accounts.

3.

We did not implement appropriate information technology controls – As at October 31, 2016, the Company retains copiescan support its operations or attains adequate financing through sales of all financial data and material agreements; however thereits equity or traditional debt financing. There is no formal procedurewritten commitment for continued support by shareholders. Amounts represent advances or evidenceamounts paid in satisfaction of normal backup of the Company’s data or off-site storage of dataliabilities. The advances are considered temporary in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2016 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of October 31, 2016, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

PART III

Item 10. Directors, Executive Officers, Promotersnature and Control Persons of the Company

DIRECTORS AND EXECUTIVE OFFICERS

The name, address and position of our present officers and directors are set forth below:

Biographical Information and Background of officer and director

Sergey Gandin, Director, President, CEO and CFO

Schooling, experience and qualifications of our director Sergey Gandin in a position of manager or supervisor, in the past ten years, and organizing business in number of companies, brought us to conclusion that he is qualified for the position for a director of our company.

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2000-2002 - Higher Education at Rostov Economical University – Tourism and Hospitality 2012- to date - LLC “Proekta”, General Manager- Company management, recruitment, sales development and personal control over key clients handling, participation in industry events. Control and presence at major projects. Control over accounting, payments and debt. Interaction with all departments of the company.

 2010-2012 - LLC “Jtb”, Business Development manager- development of company, attraction of new customers and development of relationship with existing ones. Optimization of internal processes in the company, the introduction of project management systems. Control over the sales department. Presentation of the company at public events. Maintenance and implementation of large projects. Participation in tenders, preparation of documentation and commercial proposals.

2008-2010 - LLC “Coral Travel”, MICE manager – organization of corporate events in Turkey, Egypt, Thailand, Tunisia, Morocco, Vietnam. Preparation of business proposals, contracts, accounting records, control over payments from customers. Assistance in organization of events.

2003-2008 - LLC “City of events”, Event manager- cooperation with private and corporate clients. Development of individual concepts of events, preparation of cost estimates of the project and contract documentation. Meetings with clients and presentation of proposals. Search for contractors, platforms and artists. Monitoring of the implementation of the project. Control over all contractors, coordination among all participants of the event, the presence during on-site activities.

Ruslan Mishin, Corporate, Secretary

 The education and considerable experience of Ruslan Mishin as sales manager, executive manager, and general manager at various companies led us to conclusion that he is qualified to serve as our secretary.

2002-2004 – Higher Education Information technologies at Lugansk State University 2004-2008 LLC Voryag Trading company, working as Sales manager.- processing of the incoming flow of customers, attraction of new customers, preparation of commercial offers. Execution of contracts, accounting documents. Coordination with other departments of the company. Participation in trade fairs and exhibitions.

2008-2011 LLC Vestel Ukraine, working as Executive Sales Manager for goods and products. – development of sales department, attraction of new customers and development of relationship with existing ones. Support of key customers, preparation of business proposals, preparation of tender documents. Preparation of legal and accounting documents. Development of a new product line, marketing and entering the market.

22

2011-to date, LLC Auto shelter Automobile Rental Company, Deputy General Manager. – control over all departments of the company, control over key indicators of the company. Fulfillment of assignments of the General Manager. Implementation of the company's operating activities, resolving of problems, recruitment. Development of the company, attraction of new sales channels, planning of advertising campaigns, planning and implementation of partnership actions to promote services of the company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Code of Ethics

We have not yet adoptedbeen formalized by a code of ethics that applies to our sole officer and director, or persons performing similar functions because we are in the start-up phase and are in the process of establishing our operations. We plan to adopt a code of ethics as and when our company grows to a sufficient size to warrant such adoption.

Audit Committee

As we have only a sole director, we have not established an audit committee as at the date of this registration statement, nor do we have plans to establish an audit committee until such time as we have established our full operations, and retained sufficient independent directors as members of our board of directors willing to be appointed to the audit committee and carry out the customary functions of an audit committee.

Director Nominees

We do not have a nominating committee. Our sole director will in the future select individuals to stand for election as members of our board of directors. The company does not have a policy with regards to the consideration of any director candidates recommended by our security holders. Our board has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when it considers a nominee for a position on our board. If security holders wish to recommend candidates directly to our board, they may do so by communicating directly with our sole officer and director at the address specified on the cover of this registration statement.

Audit Committee and Audit Committee Financial Expert

We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

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SIGNIFICANT EMPLOYEESpromissory note.

We have no employees other than our President, Sergey Gandin, who currently devotes approximately thirty hours per week to company matters and Franco Escobar, our secretary, who currently devotes 20 hours per week to our operations.  As our business expands, Ruslan Mishin intends to devote as much time as the Board of Directors deems necessary to manage the affairs of the company.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary (collectively, the “Named Executive Officers”) from inception on September 2, 2014 until October 31, 2016:

Summary Compensation Table

There are no current employment agreements between the company and its sole officer. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

CHANGE OF CONTROL

As of October 31, 2016, we2022, the Company had a loan outstanding with the Company’s sole director Mr. Sergey Gandin in the amount of $27,248. As of October 31, 2022, and 2021 the loan is non-interest bearing, due upon demand and unsecured.

NOTE 4 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides certain information regarding the ownership of our common stock,revenues as of October 31, 20162022. The Company currently has a working capital deficit, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. This raises substantial doubt about its ability to continue as of the date of the filing of this annual report by:a going concern.

The percent of class is based on 4,000,000Company has 75,000,000, $0.001 par value shares of common stock authorized. As of October 31, 2022, and 2021, the Company had 6,240,000 shares issued and outstanding asoutstanding.

NOTE 6 – RELATED PARTY TRANSACTIONS

As of October 31, 2021, the Company had a non-interest-bearing loan payable to its sole director in the amount of $20,650.

The Company’s officers and director provide services and office space to the Company without compensation. The Company has entered into vendor agreements with Proekta LLC and Gazetny LLC, which are entities related to officers of the date of this annual report.

Item 13. Certain Relationships and Related Transactions

Company. During the year, endedcompany had not transacted any business with the related entities.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 8 – INCOME TAXES

As of October 31, 2016, we2022, the Company had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial ownersnet operating loss carry forwards of 5% or more of our common stock, or family membersapproximately $68,204 that may be available to reduce future years’ taxable income in varying amounts through 2037. Future tax benefits which may arise as a result of these persons whereinlosses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the amount involved inCompany has recorded a valuation allowance for the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1%deferred tax asset relating to these tax loss carryforwards. The provision for Federal income tax consists of the averagefollowing:

The cumulative tax effect at the expected rate of 21% of significant items comprising our total assetsnet deferred tax amount is as follows:

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $68,204 for the last three fiscalFederal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

Item 14. Principal Accountant Fees and Services NOTE 9 – SUBSEQUENT EVENTS

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The aggregate fees billed for the most recently completed fiscal year ended October 31, 2016 and for the fiscal year ended October 31, 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:  

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

SIGNATURES

In accordance with ASC 855-10 the requirements ofCompany has analyzed its operations subsequent to October 31, 2022, and to the Exchange Act, the registrant caused this reportdate these financial statements were issued, and has determined that it does not have any subsequent event to be signed on its behalf by the undersigned, thereunto duly authorized.disclose in these financial statements.

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