Arma Services Inc (Form: 8-K, Received: 02/27/2023 16:08:24)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2023

ARMA SERVICES, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-202398	32-0449388
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Suite 140-920 7260 West Azure Drive

Las Vegas, Nevada 89130

(Address of principal executive offices (zip code))

1-416-881-2275

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Emerging growth company ☐

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. ☐

JUMPSTART OUR BUSINESS STARTUPS ACT

The Company qualifies as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (the “JOBS Act”) as we do not have more than $1,070,000,000 in annual gross revenue and did not have such amount as of October 31, 2022 our last fiscal year. We are electing to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $2,000,000,000 or (ii) we issue more than $2,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”) and Section 14A(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such sections are provided below:

Section 404(b) of the Sarbanes-Oxley Act requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls.

Sections 14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act and Section 14A(a) and (b) of the Exchange Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K or Form 8-K and other reports filed by us from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to us or our management identify forward looking statements. Such statements reflect the current view of our management with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) as they relate to our industry, our operations and results of operations, and any businesses that we may acquire. Should one or more of the events described in these risk factors materialize, or should our underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the U.S. federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results. The following discussion should be read in conjunction with our pro forma financial statements and the related notes that will be filed herein.

Item 1.01 Entry into Material Definitive Agreement

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. The former stockholders of Bret will acquire a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Bret is the accounting acquirer.

Immediately after completion of such share exchange, the Company has a total of 12,240,000 issued and outstanding shares, with authorized share capital for common shares of 75,000,000.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Bret is now a wholly owned subsidiary.

Item 2.01 Completion of Acquisition or Disposition of Assets

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. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Bret is considered the acquirer for accounting and financial reporting purposes.

As a result of the acquisition of all the issued and outstanding shares of Bret, we have now assumed Bret’s business operations as our own.

FORM 10 DISCLOSURE

As mentioned in Item 1.01, on February 27, 2023, the Company effectively acquired Bret in a Reverse Merger business combination transaction and of which the Company was a shell company prior to such acquisition is now entering into a business combination, other than a business combination with a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act, according to Item 2.01(f) of Form 8-K, the registrant is required to disclose the information that would be required if the registrant were filing a general form for registration of securities under the Exchange Act on Form 10.

We hereby provide below information that would be included in a Form 10 registration statement.

Description of Business

Corporate History

Arma Services, Inc. was incorporated by our director in the State of Nevada on September 2, 2014. Our primary business was to be destination management and event management services initially in the Russian Federation, but with plans at a later stage to spread our business to America and China. We attempted to provide a full range of services in the field of Meeting, Incentive, Conference, and Exhibition tourism in Russia for corporate customers from United States, China and Russia.

Prior management was comprised of one person, Sergey Gandin. Mr. Sergey Gandin resign from the positions of the Director, CEO and CFO of the Company and be appointed solely as Secretary of Arma Services Inc. The Company and Mr. Gandin are in agreement that these changes were effective from March 26, 2022. The Company appointed Clive Hill, 66, from the United Kingdom to the positions of Director, CEO and CFO of the Company. This appointment was effective from March 26, 2022. On August 17, 2022, Clive Hill resigned as President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on August 17, 2022, B. Maria Teresa Tattersfield consented to act as a Member of the Board of Directors of the Company, Alberto Ramirez consented to act as a Member of the Board of Directors of the Company, Eduardo Piquero consented to act as a Member of the Board of Directors of the Company, and Jaime Sanchez Cortina consented to act as the new President, CEO, CFO, and Member of the Board of Directors of the Company. On January 27, 2023, Jaime Sanchez Cortina resigned immediately as CEO, CFO, President and a member of the Board of Directors. Also on January 27, 2023, Eric Nixon agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company.

On March 2, 2015, the Company filed a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was eventually declared effective on August 12, 2016, and at that time the Company became a fully reporting public company.

On March 28, 2022, the management of the Company, approved the engagement of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the Company’s fiscal year ended October 31, 2022, effective immediately, and dismissed Zia Masood Kiani & Co. Chartered Accountants (“ZMK”), as the Company's independent registered public accounting firm.

The reports of ZMK on the Company's consolidated financial statements as of and for the years ended October 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. ZMK reports for the fiscal years ended October 31, 2021 and 2022 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

ZMK was dismissed as the Company’s CPA through a mutual agreement between Arma Services, Inc. and the ZMK.

On June 20, 2022, the there was a change of control of the company Mr. Corin Bailey purchased Four Million Shares (4,000,000) from Ruslan Mishin the control shareholders.

On December 14, 2022, the there was a change of control of the company Mr. Ronny Fabien Suarez Araya purchased Three Million Shares (3,000,000) from Corin Bailey the control shareholders.

On January 26, 2023, Arma Services, Inc. (the “Company”) terminated its engagement with BF Borgers CPA PC (“BFB”), the Registrant’s prior independent registered public accounting firm, and thereafter provided BFB with its disclosures in the Current Report on Form 8-K disclosing the termination of the engagement of BFB and requested in writing that BFB furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. BFB's response is filed as an exhibit to this Current Report on Form 8-K.

BFB had not provided any reports to the financial statements of the Company but reviewed the reports for the quarters ended January 31, 2022, April 30, 2022 and September 30, 2022. There had been no disagreements with BFB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal year ended October 31, 2022, nor in the subsequent periods through January 26, 2023.

On January 26, 2023, the Board of Directors of the Company engaged OLAYINKA OYEBOLA & CO. (“OOC”) as its independent accountant to provide auditing services for going forward for the Company. The Company has terminated the engagement of BFB. The decision to hire OOC was approved by the Company’s Board of Directors.

Immediately after completion of such share exchange, the Company has a total of 12,240,000 issued and outstanding shares, with authorized share capital for common share of 75,000,000.

Business Overview

ARMA Services Inc. (“ARMV” or the “Company”) is a US holding company incorporated in Nevada on September 2, 2014, entered into an agreement on February 27, 2023 to acquire all the outstanding shares of Bret International Holding Corp which operates through the Company’s wholly owned subsidiary Bret Consultores, SAPI de CV: Carbon Capture (“Bret”), a Mexican corporation incorporated on August 2, 2021 and Ecapfin Sapi de Cv (Mexico) a company specialized in developing methodologies of carbon capture in agricultural applications.

The company seeks to promote healthy, sustainable, and resilient rural economies through the carbon market, while strengthening the participation of rural communities in project development and decision-making. At the same time, companies, organizations and individuals can offset their emissions and meet their climate goals.

The company assists in the re-foresting, forest management and monetization of the Carbon Captured. It promotes healthy, sustainable, and resilient rural economies through the carbon market, while strengthening the participation of communities and private landowners in project development and decision-making. At the same time, companies, organizations and individuals can offset their emissions and meet their climate goals. The company works under international standards such as CAR and Verra, and social and environmental safeguards with rural communities to issue carbon credits to be sold in the Global Carbon Market.

Businesses and other organizations buy carbon credits for three reasons; a) to comply with a regulated market, b) to speculate trading with them c) to offset a carbon footprint voluntarily, and to contribute to conservate forests, mangroves and other important ecosystems.

Bret’s carbon credits (one carbon credit equals one metric ton of CO2 removed or avoided) are verified by an independent third party the certifies them, following a robust carbon standard, such as CAR or Verra. This ensures: i) Additionality - the reductions in emissions must be “above business as usual” – they would not have happened unless the project was implemented. ii) Permanence - the GHGs must be permanently reduced or sequestered. Permanence is defined as providing lasting benefits to the environment. iii) Leakage - there can be no shifting of emissions from one place to another due to a project. Bret provides training on climate change issues, building of inventories, generation of offsets, carbon market basics and community empowerment, transferring know-how to locales and providing them with additional revenue streams.

The Bret team has over 12 years of experience in the implementation of community carbon capture projects in Mexico. They are pioneers in developing specialized standards in the Mexican context of land tenure, communal land, and integration of indigenous minorities.

A.I. Addressing the Compliance Accountability in the Carbon Market

Arma Services Inc has a clear mission: to develop Artificial Intelligence Software that streamlines compliance accountability in the carbon forestry, agriculture, and technology industries. Their work is aimed at tackling a significant issue raised by The Integrity Council for the Voluntary Carbon Market that pertains to accountability. To this end, the company is working on setting a global standard for high-integrity carbon credits that relies on rigorous scientific research and data that is both measurable and verifiable.

Addressing the Deforestation Challenge

The world needs carbon markets in a large, transparent, verifiable, and environmentally robust way for regenerative, nature-based solutions.

Our ambition is to accelerate climate neutrality providing expertise to value native vegetation and encourage reforestation, as well as carbon fixation in the soil, rewarding farmers and communities for their contribution to nature preservation.

Over the last four decades, Mexico has suffered the loss of 350,000 hectares of forest per annum, resulting in a loss of carbon stock of approximately 336 m metric tons of carbon (T.C) (Instituto Nacional de Ecologia y Cambio Climatico, Mexico, 2020)

The Company

The Company, or Bret International Holding Corp is committed to self-sustainable rural development and addressing the issue of climate change through carbon capture, addressing issues of desertification and reforestation using forests, Succulent , mangrove and methane projects.

Bret contributes towards atmospheric carbon dioxide (CO2) drawdown by developing and supplying carbon offsets from restoration and conservation of Succulent, forests and natural habitats at the regional scale through the maintenance of the crops in production or maintenance of forestry hectares.

Bret manages carbon capture projects through all its phases, from design to planning, execution, and generation of high-quality offsets. Bret ensures transparency, permanence and win-win for the actors involved, with a 100% success rate of projects developed.

Bret partners up with local organizations, linked to forest owners and communities in Mexico, and works in the capacity building of these, assisting organizations to become forest carbon project developers and strengthening the landowner’s capacities to take part in the carbon market. The process involves training the communities and organizations, monitoring projects, providing the necessary equipment, assisting in the generation of a strategy to generate additionality by reducing vulnerability and the possibility of deforestation, and following through the process of generating carbon credits until completion, assisting the organizations in selling high quality offsets at a fair price.

We are following the Climate Action Reserve standards in forestry Capture (Carbon Dioxide Capture) specifically CAR’s Mexico Forest Protocol, tailored to the Mexican context, by members of the Bret team. We generate most of our carbon credits from improved forest management (IFM), restoration and reforestation.

We have developed a methodology to measure the plant growth on a yearly basis to calculate the amount of captured CO2 using Succulent and the sale of Carbon Credits to companies identified in the Carbon Disclosure Project Report (CDP), Price Waterhouse Cooper report on Carbon obligations of over 5,000 Multi-National Corporations.

We support over 40 forestry projects, encompassing 156,000 hectares in the states of Chihuahua, Durango, Jalisco, Quintana Roo and Oaxaca. We work with ejidos,(Indigenous People), on communal lands and on private properties, generating carbon credits through internationally recognized protocols, such as CAR and Verra.

We advise companies, organizations and individuals who want to offset their emissions through projects that provide not only carbon mitigation, but also other environmental co-benefits, such as water infiltration, biodiversity conservation, landscape values, among other key environmental services.

Bret purchased Ecapfin, which developed the following methodology for agriculture applications using Succulents and Farming Carbon Capture applications company, on July 12, 2022, for the total sum of Fifty Thousand USD (US$50,000).

Our Mission

To promote healthy, sustainable development, and resilient rural agriculture development through the carbon market, while strengthening the participation of communities and private landowners in project development and decision-making. At the same time, companies, organizations and individuals can offset their emissions and meet their climate goals.

	·	We focus on solving challenges at the intersection of sustainability and human wellbeing, generating quality offsets in cooperation with forest communities and landowners
	·	We develop and support projects that provide multiple environmental, social, and economic benefits
	·	We work with companies, governments and individuals who want to have a positive impact on the planet

Our projects and activities:

	·	Improve the quality of life of natural resource owners through Nature-based Solutions (NbS).
	·	Preserve and increase forest biomass and, therefore, carbon reserves.
	·	Promote activities for the preservation of ecosystem services such as water supply, soil conservation, and biodiversity.
	·	Develop project development and monitoring capacities among local communities, partners and allies.
	·	Develop quality forest carbon capture projects under Verra and CAR standards.
	·	Contribute to the construction of a carbon market that reflects social and environmental safeguards.
	·	Recognize that most of the profits belong to land and forest owners and promote their use for the maintenance and preservation of ecosystems.

Our Model

We combine traditional and scientific knowledge, and engagement with land owners and inhabitants, with advanced satellite monitoring and data analytics to achieve carbon drawdown at the ecosystem level.

We mitigate the risk of carbon project development and make simple to aggregate landowners under our payment for carbon removal programs.

We manage four types of carbon capture programs; Forestry, Succulents, Sustainable Agriculture development, Mangroves and Methane Capture to produce alternative energy financed through the sale of Carbon Offsets in the Carbon Markets. Each has its unique aspects, but in general the model can be apply to all, engagement with the communities and local organizations.

Forest Carbon projects are not without their challenges. The rural areas of Mexico experience a plethora of social, environmental, and political shortcomings. Drug-related violence and land tenure are some of the key issues facing offset generation. Many productive and conservation projects have failed because of this.

We must also ensure communities are autonomous on their decision making, while being consistent with agreements and contracts.

Bret does not develop projects in territories affected by narcotraffic or violence. In the territories we do work, our project design generates an effective shield, ensuring forest owners are the ones who defend the projects, as our model generates ownership, builds capacities and provides revenue streams, generating employment options.

The process involves training the communities and organizations, providing the necessary equipment, assisting in the generation of a strategy to generate additionality by reducing vulnerability and the possibility of deforestation, and following through the process of generating carbon credits until completion, assisting the organizations in selling high quality offsets at a fair price.

Depending on the extension of the area of activity, we hire between 8 to 12 people per project with the best daily payment conditions, including accident and life insurance.

We provide each community with equipment looking to build local monitoring capacity, so they will continue to be involved in the project, generating ownership and involvement.

All programs started in Mexico, with the objective of expanding our Carbon projects internationally. We are currently in discussions with indigenous communities in Panama, Colombia, Brazil, Peru, and Paraguay.

Our Succulent Carbon Program

Bret, though Ecapfin, is committed to self-sustainable rural development, addressing the issue of climate change through Carbon Capture, the production of renewable energy addressing issues of desertification and food security, producing organic fertilizer and animal feed for sustainable development using our Succulent Breed.

The advantage of using Succulent is 600% more efficient per Hectare than harvesting CO2 using forests management programs.

The Company’s goals are to:

	1.	Position Bret as a leading forest carbon offset developer and supplier from restoration and conservation of forests and natural habitats in Mexico in terms of tCO2e transacted.
	2.	Reach 800,000 tCO2e transacted by 1Q of 2023 from our forest carbon programs.
	3.	Become a reference of technology driven innovation for forest carbon monitoring and community engagement and capacity building.
	4.	Identify additional income revenue stream from ecosystem services to implement from 2023 onward, including sourcing REDD+ credits at subnational level with State Governments and with Indigenous Communities.

Our Approach for Achieving Business Goals

Our approach is focused on:

	1.	Understanding and assessing the ample carbon absorption potential at a regional scale with a top-down perspective.
	2.	Realizing forest carbon offset transactions through a network of alliances with universities, NGOs, local carbon developers, and local communities and forest owners the realize the offset potential from bottom up.
	3.	Providing an economic improvement of livelihoods for forest communities and owners through our forest carbon programs.
	4.	Devising Emission Reductions Payment Agreement (ERPA) contracts hand in hand with solid mechanisms to build long term relations with counterparts and allies to facilitate forest carbon permanence and environmental and social integrity.
	5.	Drive innovation in ecosystems services monitoring and forest carbon accounting through technology.

Value Proposition

The successful development, sourcing and supply of carbon offsets from restoration and conservation of forest requires a value proposition that:

	1.	Reduces transactional costs related to project documentation and monitoring through state-of-the-art data acquisition and analysis; and streamlined aggregation of landowners under our forest carbon programs.
	2.	Focus on a continuous engagement with forest owners and inhabitants through strong long-term partnerships and alliances with technical partners including NGOs, academia and local project developers that enables carbon permanence and improves communities livelihoods.
	3.	Legal document in which the Seller (such as a REDD+ country) and the Buyer agree on the commercial terms (e.g. volume, price, options, etc.) of the sale and payment for Emission Reductions to be generated and verified under an Emission Reductions Program” (Forest Carbon Partnership, 2022)
	4.	Mitigate delivery risks of forest carbon projects with the support of emission tracking per hectare of Forestry or Agriculture Production undermanagement accumulated on a balance sheet with delivery dates and third-party verification to facilitate upfront payments to finance project activities.

Key Functions and Resources

Functions

	·	Source forest carbon offsets from local partners and allies
	·	Build carbon project development and monitoring capacities amongst local communities, partners and allies.
	·	Develop carbon projects whenever is required.
	·	Monitor projects performance through drone and satellite data acquisition and big data analysis techniques.
	·	Lead new methodologies development under specific registries as Climate Forward, Carbon Action Reserve, Verra and the Mexican Carbon Protocol.

Resources

	·	Multiple geospatial data layers
	·	Big data analysis capabilities
	·	Personal Software and Hardware
	·	Office in México City

Key Partnerships

ONGs

	·	MexiCo2
	·	Cool Effect
	·	Climate Impact Partners
	·	Mirova
	·	Climate Partners

Governments

	·	CONANP
	·	State Governments

Durango, Chihuahua, Jalisco, Oaxaca, Hidalgo, CDMX, Yucatán

Private Sector

	·	Boomitra – Succulent
	·	NCX – Forestry
	·	CAR
	·	Verra
	·	Freepoint

Technical Private Sector

	·	Bioforestal
	·	Unidad Topia
	·	Sendas

Our Organization

Employees

We currently have three employee’s working for the Arma Services Inc, Eric Eastwood Nixon our President & Chief Financial Officer, Teresa Tattersfield, Program Originator, Alberto Ramirez, we have for four employees working for Bret Consultores SAPI de CV, Forest Carbon Developer, Rene Ibarra, Finance and Business, Valeria Lopez Porttillo, Institutional Alliance Manager, Yazmin Pimentel, Carbon Development Specialist, and one Employee working for Ecapfin SAPI de CV. Eric Gordillo, Succulent Carbon Coordinator.

ARMA Services Inc has also engaged Ten Independent International Consultants evaluating global carbon development opportunities in the green energy sector working on several continents. We anticipate hiring additional employees in the next twelve months and the necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues.

Intellectual Property

The Company’s methodology has been registered as a new methodology by Verified Carbon Standard. The methodology is explained in more detail in Exhibit 99.1 attached hereto

CARBON AGRICULTURAL METHODOLGY

Article 1. Summary Description of the Proposed Methodology

Additionality and Crediting Method
Additionality	Project
Crediting Baseline	Project

This methodology describes steps for estimating and monitoring carbon dioxide capture and biomass in Succulent crops. The protocol is based on guidance provided in the IPCC 2003 Good Practice Guidance for Land Use, Land-Use Change and Forestry. The methodology has been designed to be applicable to estimate CO₂ s sequestration by Crassulacean Acid Metabolism (CAM) plant Succulent under field growing conditions. It is important to mention that CAM metabolism can be very variable depending on the taxonomic scale to which we are limiting (e. g, families, subfamilies, genera and species) (see Nobel and Harstock 1986); in particular, among Succulent species, the CAM metabolism can present important changes that affect the CO2 capture rates, therefore not conforming to the models and equations described here. This is very important, since around the world not only O. ficus indica species is cultivated, in a much smaller proportion other congenerics are also used. Because of these reasons, it is recommended to use this method, only for Succulent crops. If the methodology is used for other species, genera or some other taxonomic category of CAM plants, the results should be interpreted with caution considering the above.

The intention of the developers has been to create an easy methodology which includes sufficient detail on methods to allow to evaluate a wide range of environmental and crop conditions in which this member of Opuntiodeae is cultivated. However, accurately estimating and projecting the values of the various Succulent carbon pools does require a level of technical ability on the part of the project proponent team. It is therefore expected that in many cases landowners and farmers may need to work with people with specific technical skills to complete the development of an O. ficus-indica carbon project using this methodology.

All the operations involved in the estimation method described here are based on data consulted from the scientific articles cited in this report (Acevedo et al 1983; Ligouri et al 2013; Nobel and Harstock 1983, 1986; Nobel and Valenzuela 1987; Nobel 1988; Nobel et al.1992, 1993, 2002; Nobel and Israel 1994; Nobel and Bobich 2002; Pimienta-Barrios et al., 2000, 2001, 2005). The CO2 capture values in O. ficus-indica correspond to theoretical data that were obtained under “controlled” or more stable conditions than those that can be found directly in the field. Although in these studies the effect of different factors that can affect the capture of CO2 in Succulent is already part of the evaluation, -environmental (temperature, humidity, photosynthetic active radiation, CO2 concentration), growth (development stage) and of the life cycle (in vegetative or sexual reproduction) – these factors, particularly the environmental ones, represent a small range of variation compared to the spectrum to which crops can be confronted at bigger spatial scales (throughout the geography) and much more extensive temporary (from one to ten years).

The output values of method VM000XX, Version 1. 0. must be interpreted as a conservative estimate based on the average CO2 capture under controlled conditions, with adjustments that involve some factors that potentially affect the capture efficiency of this plant, since closely related to their physiology. To have a much more accurate data and in accordance with the conditions of the problem plantation, different studies were carried out in the field considering the spatial and temporal environmental variation, making capture measurements on the cladodes and trees.

This methodology is focused on addressing the following key variables:

	·	Estimating the amount of carbon in the Succulent crops at the start of the project.
	·	Estimating the amount of CO2 captured by total photosynthetic surface in the crop.
	·	Estimating the value of CO2 and biomass per crop of Succulent (base line) for year during for ten years.
	·	Monitoring and documenting changes in Succulent carbon for ten years under the project scenario

The methodology has been designed using a modular approach. This methodology document lays out the steps required to fulfil estimation, projection and quantification requirements for projects wishing to register credits under the VCS program.

The methodology requires the completion of 7 main tasks, each of which is comprised of a number of sub-tasks:

	–	Task 1: Identification of limits and extension of project area.
	–	Task 2: Determining the baseline scenario
	–	Task 3: Measuring morphological variables of cladodes and trees of project area.
	–	Task 4: Estimating biomass (tons at T0) corresponding to all plants in the project area
	–	Task 5: Estimating CO2 capture.
	–	Task 6: Projecting Carbon accumulation per year in project area for 10 years. The overall process used by the methodology is shown in the following methodology map.
	–	Task 7. Monitoring and estimation.

An Opuntia's methodology for accrediting carbon sequestration in crops (OMC) project involves management activities that maintain and increase the carbon stocks in the Succulent -in crops, in relation to the levels of carbon stored at the zero time of the project. Thus, initial conditions at cero time of the project are estimated: the amount of carbon in the Succulent crops at the start of the project, the amount of CO2 captured by total photosynthetic surface in the crop, the value of CO2 and cacti biomass per crop of O. ficus-indica (base line) for year during the project and monitoring and documenting changes in Succulent carbon during the project scenario.

Furthermore, actions are carried out that focus on maintaining the structure of the crops, i.e. dimensions of the project area, number of plants per unit area, baseline of plants within the project area; the latter corresponds to the number of cladodes that have to be maintained per plant so that it ensures with an appropriate volume and baseline area that it maintains the growth, capture and storage of carbon, as well as allows the harvest of the plant for human consumption (without affecting the estimates during the project's accreditation period).

Article 2. Pending Methodologies

Approved and pending methodologies under the VCS and approved GHG programs, that fall under the same combination of sectoral scopes or AFOLU project categories, were reviewed to determine whether an existing methodology could be reasonably revised to meet the objective of the proposed methodology.

Article 3. Project Activities and Applicability Conditions

This methodology is global in scope and applies to estimate CO2 capture correspond to the CAM metabolism of the Succulent species under growing conditions. CAM metabolism can be very variable depending on the taxonomic scale to which we are limiting (e. g, families, subfamilies, genera and species).

All projects using this methodology must meet the following conditions:

Projects must meet the most recent VCS requirements for one of the following two Agricultural Land Management activities:

	·	Improved Cropland Management (ICM)
	·	Cropland and Grassland Land-use Conversions (CGLC)

Project activities must be implemented on land that is cropland at the project start date and remains cropland throughout the project crediting period (i.e., land use change is not eligible, including conversion from cropland to grassland and grassland to cropland).

As of the project start date entire project area consists in croplands of Succulent . Crops may include Succulent grown for food products (Succulent , fruits, vegetable, prickly pear) or other derivate products of this cacti.

The conditions of project (number of trees per area unity, levels of growing in all trees, trees of the same age, equidistant crop lines) must be homogenously maintained by the next ten years to ensure the CO2 assimilation calculated by mean the methodology.

Project activities must not include changes in project area, and the conditions of the crop at the moment of the accreditation: e. g. number of trees in the project, number of growth levels per tree (no more tree levels), soil water regimes or other significant anthropogenic changes in the crop as changes in fertilization.

The project must meet with an annual evaluation to verify the biomass and CO2 accredited and to ensure that the project area maintain homogeneous conditions respect to those at moment of accreditation.

The biomass accredited in the project area excludes that which is harvested per season to human use (Succulent , fruits, vegetable, or prickly pear).

Article 4. Demonstration of Additionality

Succulent methodology offers a cost-effective option for projects to yield surplus GHG reductions that and demonstrate additionality to what would have occurred in the absence of the project.

The approach to additionality for Succulent methodology for accrediting carbon sequestration in crops projects recognizes increases in the amount of CO2 removed from the atmosphere relative to “business as usual” management. It also considers the long-term risks to carbon sequestered in the project area presented by “business as usual” management and the potential emissions of carbon into the atmosphere. Under this approach, additionality takes into account the following:

	·	Onsite carbon stocks are at risk on a 20-year time scale.
	·	Land ownership and management direction are not permanent, except in cases where binding commitments limit management options, such as conservation easements (CA).
	·	Management goals and objectives are likely to change over time, especially as: ownership of a crop changes hands, as often happens between generations of family crop owners or between entities owning crops as a financial investment.
	·	Over the length of a project lifetime and in the absence of a long-term commitment to a project and associated conservation easement, emissions may have resulted from the clearing of Succulent trees to convert a crop to another crop type or from harvest.
	·	Activities that reduce average onsite carbon stocking.
	·	Committing a site to crop cover in perpetuity

Furthermore, this methodology acknowledges that the project’s baseline, as the way “business as usual” management is represented for quantification purposes, is a counterfactual scenario, i.e., a representation of what may have actually occurred if the project had never happened. Additionality is assured over the 20-year crediting period, during which the terms of the CA ensure carbon stocks increase compared to the baseline.

The methodology has been designed using a modular approach and lays out the steps required to fulfill estimation, projection and quantification requirements for projects wishing to register credits under the VCS program.

The methodology requires the completion of 11 main tasks, each of which is comprised of a number of sub-tasks:

	·	Task 1: Identification of limits and extension of project area.
	·	Task 2: Determining the baseline scenario
	·	Task 3: Measuring morphological variables of cladodes and trees of project area. (Quantification)
	·	Task 4. Social and Environmental Safeguards
	·	Task 5: Estimating biomass (tons at T0) corresponding to all plants in the project area
	·	Task 6: Estimating CO2 capture.
	·	Task 7: Projecting Carbon accumulation per year in project area for 10 years. The overall process used by the methodology is shown in the following methodology map.
	·	Task 8. Monitoring and estimation
	·	Task 9. Permanence
	·	Task 10. Verification process
	·	Task 11. Credits emission

Article 5 Quantification of Emission Reductions

This section provides requirements and guidance for quantifying an OMC project’s net GHG reductions. The Verified Carbon Units (VCUs) will be issued to an OMC project upon confirmation for ISO- accredited and Verra-approved verification body that the OMC project’s GHG reductions and removals have been quantified following the applicable requirements of this methodology.

The estimates of captured CO2 and biomass are derived from the morphological variables of the cladodes. With the width, length and thickness of the cladodes, the respective calculation of the area of the two faces of each cladode, of the surface corresponding to the edge and its volume is performed. It has to be mentioned that for these calculations, + the formula of the area of a regular ellipse was considered, because in general the cladodes are oval (like an ellipse); however, its shape is much more complex, especially in the proximal region, so the calculated values of area and volume do not represent the actual area of a racket. In this sense, the VM000XX, Version 1. 0 include a size adjustment based in a geometric morphometric study in thousands of cladodes of this species (in process).

This methodology is focused on addressing the following key variables:

	·	Estimating the amount of carbon in the Succulent crops at the start of the project.
	·	Estimating the amount of CO2 captured by total photosynthetic surface in the crop.
	·	Estimating the value of CO2 and biomass per crop of Succulent (base line) for year during for ten years.
	·	Monitoring and documenting changes in Succulent carbon for ten years under the project scenario

Article 6 Monitoring

The monitoring plan must be prepared using module VMD0034 Methods for Developing a Monitoring Plan. This module includes specifications on quality assurance and quality control that must be followed during development of the project description and other project documents.

Reports to Security Holders

You may read and copy any materials the Company files with the Commission in the Commission’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this report before deciding to invest in our common stock.

Risks Related to our Business

Bret a limited operating history

Bret has limited operating history. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least for the foreseeable future. We can make no assurances that we will be able to effectuate our strategies or otherwise to generate sufficient revenue to continue operations.

During the year ended October 31, 2021, Bret’s total revenue was $6,812, and had a net loss of $94,548. During the twelve months ended October 31, 2022, Bret’s total revenue was $59,745, and had a net loss of $619,899.

Our estimates of capital, personnel, equipment, and facilities required for our proposed operations are based on certain other existing businesses operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible to determine the accuracy of such estimates at this point. In formulating our business plan, we have relied on the judgment of our officers and directors and their experience in developing businesses. We can make no assurances that we will be able to obtain sufficient financing or implement successfully the business plan we have devised. Further, even with sufficient financing, there can be no assurance that we will be able to operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that any of our assumptions will prove to be correct.

We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition. See also Statement Regarding Forward-Looking Disclosure.

We operate in a highly competitive industry.

The climate and carbon treatment business is highly competitive and constantly changing. Our competitors include not only other large multinational companies, but also smaller entities that operate in local or regional markets as well as new forms of market participants.

Competitive challenges also arise from rapidly-evolving and new technologies in the carbon capture space, creating opportunities for new and existing competitors and a need for continued significant investment in research and development.

A number of our existing or potential competitors may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition, and more established relationships with their investors, and more established sources of deal flow and investment opportunities than we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly and achieve greater scale and cost efficiencies; adapt more quickly to new or emerging markets and opportunities, strategies, techniques, technologies, and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive pricing policies; and provide clients with additional benefits at lower overall costs in order to gain market share. If our competitive advantages are not compelling or sustainable and we are not able to effectively compete with larger competitors, then we may not be able to increase or sustain cash flow.

Cross Border Sales Transactions

Cross border sales transactions carry a risk of changes in import tax and/or duties related to the import and export of our product, which can result in pricing changes, which will affect revenues and earnings. Cross border sales transactions carry other risks including, but not limited to, changing regulations, wait times, customs inspection and lost or damaged product

Our independent public accountants have provided their report with a going concern opinion.

The Company’s financial statements were prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the twelve-month period ended October 31, 2022, the Company incurred a net loss of $619,899 and as of that date, the Company’s accumulated deficit was $831,785 There are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment. The accompanying condensed consolidated financial statements do not include any adjustments that might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this risk and uncertainty.

We will need to raise funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

We will need to seek funds soon, through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances or a combination of these approaches. Raising funds in the current economic environment may present additional challenges. It is not certain that we have accounted for all costs and expenses of future development and regulatory compliance. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.

Our future growth may be limited.

The Company’s ability to achieve its expansion objectives and to manage its growth effectively depends upon a variety of factors, including the Company’s ability to further develop use of methodology, to attract and retain skilled employees, to successfully position and market the Company, to protect its existing intellectual property, to capitalize on the potential opportunities it is pursuing with third parties, and sufficient funding. To accommodate growth and compete effectively, the Company will need working capital to maintain adequate operating levels, develop additional procedures and controls and increase, train, motivate and manage its work force. There is no assurance that the Company’s personnel, systems, procedures and controls will be adequate to support its potential future operations.

We are reliant on a small number of customers for the majority of our revenue.

We have developed key partnerships with Non-Government Organizations (NGOs) , governments, and companies in the private sector. The loss of any of these partnerships would materially effect or revenue. The loss of any of these could have an adverse effect on the Company’s business.

We rely on key personnel.

The Company’s success also will depend in large part on the continued service of its key operational and management personnel, including executive staff, research and development, engineering, marketing and sales staff. Most specifically, this includes its Director Teresa Tattersfield who oversees new partnerships, as well as implementation of our methodology, partnership retention, overall management and future growth. The Company faces intense competition from its competitors, customers and other companies throughout the industry. Any failure on the Company’s part to hire, train and retain a sufficient number of qualified professionals could impair the business of the Company.

We depend on intellectual property rights that may be infringed upon or infringe upon the intellectual property rights of others.

The Company’s success depends to a significant degree upon its ability to develop, maintain and protect proprietary products and methodology. The Company has registered its carbon capture methodology with Verified Carbon Standard. The assertion of intellectual property protection involves complex legal and factual determinations and is therefore uncertain and potentially expensive. The Company cannot provide assurance that intellectual property will be granted with respect to its methodology application, that the scope of any intellectual property it might obtain will be sufficiently broad to offer meaningful protection, or that it will develop additional proprietary products that are patentable. Losing significant intellectual property protection could have a material adverse effect on the Company’s business.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and cause us to incur substantial costs.

Companies, organizations or individuals, including our competitors, may own or obtain intellectual property or other proprietary rights that would prevent or limit our ability to make, use, develop or sell our concept, which could make it more difficult for us to operate our business. We may receive inquiries from intellectual property owners inquiring whether we infringe their proprietary rights.

Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties.

Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage, and a decrease in our revenue which would adversely affect our business, prospects, financial condition and operating results. Our success depends, at least in part, on our ability to protect our core methodology and intellectual property. To accomplish this, we will rely on a combination of intellectual property, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to establish and protect our rights in our technology. Patent, trademark, and trade secret laws vary significantly throughout the world.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

In order to protect our proprietary technology and processes, we also rely in part on confidentiality agreements with our employees, consultants, outsource manufacturers and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may not be successful in our potential business combinations.

The Company may, in the future, pursue acquisitions of other complementary businesses and technology licensing arrangements. The Company may also pursue strategic alliances and joint ventures that leverage its core products and industry experience to expand its product offerings and geographic presence. The Company has limited experience with respect to acquiring other companies and limited experience with respect to forming collaborations, strategic alliances and joint ventures.

If the Company were to make any acquisitions, it may not be able to integrate these acquisitions successfully into its existing business and could assume unknown or contingent liabilities. Any future acquisitions the Company makes, could also result in large and immediate write-offs or the incurrence of debt and contingent liabilities, any of which could harm the Company’s operating results. Integrating an acquired company also may require management resources that otherwise would be available for ongoing development of the Company’s existing business.

We may experience intellectual property enforcement and infringement which could force us to spend on legal fees.

The environmental protection industry has been characterized by significant litigation and other proceedings regarding intellectual property rights. The situations in which we may become parties to such litigation or proceedings may include:

1. litigation or other proceedings we may initiate against third parties to enforce our intellectual property rights;

2. litigation or other proceedings we or our licensee(s) may initiate against third parties seeking to invalidate the patents held by such third parties or to obtain a judgment that our products do not infringe such third parties’ intellectual property; and

3. litigation or other proceedings, third parties may initiate against us to seek to invalidate our intellectual property.

If third parties initiate litigation claiming that our products infringe their intellectual property rights, we will need to defend against such proceedings.

The costs of resolving any patent litigation or other intellectual property proceeding, even if resolved in our favor, could be substantial. Many of our potential competitors will be able to sustain the cost of such litigation and proceedings more effectively than we can because of their substantially greater resources. In some instances competitors may proceed with litigation or other proceedings pertaining to infringement of their intellectual property as a means to hinder or devaluate the target defendant company, with no intention of the matter being resolved in their favor. Uncertainties resulting from the initiation and continuation of patent litigation or other intellectual property proceedings could have a material adverse effect on our ability to compete in the marketplace. Intellectual property proceedings may also consume significant management time and costs.

Global economic conditions, such as COVID-19, may adversely affect our industry, business and results of operations.

Our overall performance depends, in part, on worldwide economic conditions which historically is cyclical in character. Key international economies continue to be impacted by a recession, characterized by falling demand for a variety of goods and services, restricted credit, going concern threats to financial institutions, major multinational companies and medium and small businesses, poor liquidity, declining asset values, reduced corporate profitability, extreme volatility in credit, equity and foreign exchange markets and bankruptcies. In markets where our revenue occurs go into recession, these conditions affect the rate of spending and could adversely affect our customers’ ability or willingness to purchase our concept which could adversely affect our operating results.

Any further disruptions from an uptick in new infections related to COVID-19 may materially harm out business prospects.

Further upticks in infection, and the related enforcement of governmental restrictions would materially hinder our ability to grow, as it would make it could interrupt our supply chain, as well as the financial condition of our intended customer base.

Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.

Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:

	·	our cash flow may be insufficient to meet our required principal and interest payments;
	·	we may be unable to borrow additional funds as needed or on favorable terms, or at all;
	·	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;
	·	to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;
	·	we may default on our obligations or violate restrictive covenants, in which case the lenders may accelerate these debt obligations; and
	·	our default under any loan with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be materially and adversely affected.

Our results of operations are highly susceptible to unfavorable economic conditions.

We are exposed to risks associated with weak or uncertain regional or global economic conditions and disruption in the financial markets. The global economy continues to be challenging in some markets. Uncertainty about the strength of the global economy generally, or economic conditions in certain regions or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing communication services. In addition, market conditions can be adversely affected by natural and human disruptions, such as natural disasters, severe weather events, military conflict or public health crises. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins. If our business is significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client spending, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.

International business risks could adversely affect our operations.

We intend to be a global business. Operations outside Mexico and the United States could represent a significant portion of our net revenues. These operations are exposed to risks that include local legislation, currency variation, exchange control restrictions, local labour and employment laws that hinder workforce flexibility, large-scale local or regional public health crises, and other difficult social, political or economic conditions. We also must comply with applicable U.S., local and other international anti-corruption laws. These restrictions can place us at a competitive disadvantage with respect to those competitors who may not be subject to comparable restrictions. Failure to comply or to implement business practices that sufficiently prevent corruption or violation of sanctions laws could result in significant remediation expense and expose us to significant civil and criminal penalties and reputational harm.

We may not be able to meet our performance targets and milestones.

From time to time, we communicate to the public certain targets and milestones for our financial and operating performance that are intended to provide metrics against which to evaluate our performance. They should not be understood as predictions or guidance about our expected performance. Our ability to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance on them. See Statement Regarding Forward-Looking Disclosure.

We have limited personal liability.

Our Certificate of Incorporation and Bylaws generally provide that the liability of our officers and directors will be eliminated to the fullest extent allowed under law for their acts on behalf of our Company.

There are implications of being an emerging growth company.

As a company with less than $2.0 billion in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:

	·	a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement;
	·	an exemption to provide less than five years of selected financial data in an initial public offering registration statement;
	·	an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting;
	·	an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;
	·	an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and
	·	reduced disclosure about our executive compensation arrangements.

An emerging growth company is also exempt from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act which require stockholder approval of executive compensation and golden parachutes.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We would cease to be an emerging growth company upon the earliest of:

	·	the first fiscal year following the fifth anniversary of the filing of this Form 10;
	·	the first fiscal year after our annual gross revenues are $2 billion or more;
	·	the date on which we have, during the previous three-year period, issued more than $2 billion in non-convertible debt securities; or
	·	as of the end of any fiscal year in which the market value of our Common Stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Risks Related to Regulation

Applicable state and international laws may prevent us from maximizing our potential income.

Depending on the laws of each particular State and country, we may not be able to fully realize our potential to generate profit. Furthermore, cities and counties are being given broad discretion to use other carbon capture methodologies. Depending on the laws of international countries and the States, we might not be able to fully realize our potential to generate profit.

Compliance with environmental laws could materially increase our operating expenses.

There may be environmental conditions associated with businesses we acquire of which we are unaware. Such environmental liability exposure associated with properties we acquire could harm our business, financial condition, liquidity and results of operations.

Risks Related to the Market for our Stock

The OTC and share value

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “ARMV”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

Low market price

A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

Lack of market and state blue sky laws

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Penny stock regulations

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

Rule 144 Risks

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 10,000,000 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

These shares will be subject to the resale restrictions of Rule 144, since we have ceased being deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least nine months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

No audit or compensation committee

Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Security laws exposure

We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

No cash dividends

Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of our Common Stock when desired.

Delayed adoption of accounting standards

We have delayed the adoption of certain accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Management’s discussion and analysis of financial condition and results of operation

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.

Forward Looking Statements

The following information specifies certain forward-looking statements of the management of our Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals, and plans.

All forward-looking statements in this Form 10 are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.

Overview

Prior management was comprised of one person, Sergey Gandin. Mr. Sergey Gandin resign from the positions of the Director, CEO and CFO of the Company and be appointed solely as Secretary of Arma Services Inc. The Company and Mr. Gandin are in agreement that these changes were effective from March 26, 2022. The Company has appointed Clive Hill, 66, from the United Kingdom to the positions of Director, CEO and CFO of the Company. On August 17, 2022, Clive Hill resigned as a director and an officer, ceased to be the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on August 17, 2022, Maria Teresa Tattersfield consented to act as a Member of the Board of Directors of the Company, Alberto Ramirez consented to act as a Member of the Board of Directors of the Company, Eduardo Piquero consented to act as a Member of the Board of Directors of the Company, and Jaime Sanchez Cortina consented to act as the new President, CEO, CFO, and Member of the Board of Directors of the Company.

ZMK was dismissed as the Company’s CPA through a mutual agreement between Arma Services, Inc. and the ZMK.

On June 20, 2022 the there was a change of control of the company Mr. Corin Bailey purchased Four Million Shares (4,000,000) from Ruslan Mishin the control shareholders.

On December 14th, 2022, the there was a change of control of the company Mr. Ronny Fabien Suarez Araya purchased Three Million Shares (3,000,000) from Corin Bailey the control shareholders.

The auditor has not provided any reports to the financial statements of the Company but reviewed the reports for the quarters ended January 31, 2022, April 30, 2022 and September 30, 2022. There had been no disagreements with BFB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal year ended October 31, 2022, nor in the subsequent periods through January 26, 2023.

On January 27, 2023, Jaime Sanchez Cortina resigned immediately as CEO, CFO, President and a member of the Board of Directors. Also on January 27, 2023, Eric Eastwood Nixon, age 35 agreed to be appointed the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. 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. He has the skills and experience to take on projects in the residential, commercial, industrial, technology sectors and emergency response services when needed.

Immediately after completion of such share exchange, the Company has a total of 12,240,000 issued and outstanding shares, with authorized share capital for common share of 75,000,000.

Business Overview

Arma Services Inc. (“ARMV” or the “Company”) is a US holding company incorporated in Nevada on September 2, 2014, which operates through the Company’s wholly owned subsidiary Bret International Holding Corp owner of 100% of Bret Consultores, SAPI de CV incorporated on August 2, 2021 and its newly owned Bret International Holding Corp: Carbon Capture (“Bret”), a Panama corporation incorporated on May 27, 2022 to promote its international expansion into the global market.

The Company seeks to promote healthy, sustainable, and resilient rural economies through the carbon market, while strengthening the participation of rural communities in project development and decision-making. At the same time, companies, organizations and individuals can offset their emissions and meet their climate goals.

The Company assists in the re-foresting, forest management and monetization of the Carbon Captured. It promotes healthy, sustainable, and resilient rural economies through the carbon market, while strengthening the participation of communities and private landowners in project development and decision-making. At the same time, companies, organizations and individuals can offset their emissions and meet their climate goals. The company works under international standards such as CAR and Verra, and social and environmental safeguards with rural communities to issue carbon credits to be sold in the Global Carbon Market.

Bret’s carbon credits (one carbon credit equals one metric tons of CO2 removed or avoided) are verified by an independent third party the certifies them, following a robust carbon standard, such as Climate Action Reserve (CAR) or Verra, Verified Carbon Standards.

This ensures:

	i)	Additionality - the reductions in emissions must be “above business as usual” – they would not have happened unless the project was implemented.
	ii)	Permanence - the GHGs must be permanently reduced or sequestered. Permanence is defined as providing lasting benefits to the environment.
	iii)	Leakage - there can be no shifting of emissions from one place to another due to a project.

Bret provides training on climate change issues, building of inventories, generation of offsets, carbon market basics and community empowerment, transferring know-how to locales and providing them with additional revenue streams.

COVID-19

On March 11, 2020, the World Health Organization (“WHO”) declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. Most US states and many countries have issued policies intended to stop or slow the further spread of the disease.

Covid-19 and the U.S’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations.

Liquidity and Capital Resources

At October 31, 2021 we had $97,840 in current assets compared to $60,289 at October 31, 2020. Current liabilities at October 31, 2021 totaled $276,362 compared to $115,488 at October 31, 2020. The change is due to the suppliers financing. The company managed to have a better working capital structure,

At October 31, 2022, we had $304,516 in current assets compared to $97,840 at October 31, 2021. Current liabilities at October 31, 2022 totaled $1,057,140 compared to $276,362 at October 31, 2021.

We will have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will have to spend additional time on policies and procedures to make sure our Company is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act. This additional corporate governance time required of management could limit the amount of time management has to implement our business plan and may impede the speed of our operations.

Results of Operations

We generated revenue of $40,667 from inception through the year ended October 31, 2021. October 2020 revenue of 33,855 and for October 2021 revenue of 6,812

We generated revenue of $59,745 and $6,812 for the twelve months ended October 31, 2022 and 2021, respectively. For the twelve months ended October 31, 2022 our operating expenses were $679,643 compared to $101,360 for the period ended October 31 2021. As a result, we have reported net loss of $619,899 for the twelve months ended October 31, 2022 and net loss of $94,548 for the period ended October 31, 2021. The change is due to increase expenses of the CO2 project in Bret.

Off-Balance Sheet Arrangements

We do not have any off-balance 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.

Critical Accounting Policies and Estimates

The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results.

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 (“U.S. GAAP”) and are expressed in Canadian dollars.

Management’s Representation of Interim Financial Statements

The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto on October 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, valuation of accounts receivable and inventories, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks and money market funds, the fair value of which approximates cost. The Company maintains its cash balances with a high-credit-quality financial institution. The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on its cash and cash equivalents. As of October 31, 2022, and October 31, 2021, the balances of cash were $174,181 and $48,027 respectively.

Accounts Receivable

Accounts receivable are customer obligations due under normal trade terms which are recorded at net realizable value. The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade receivables. A considerable amount of judgment is required in assessing the amount of the allowance. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a specific allowance will be required.

Recovery of bad debt amounts previously written off is recorded as a reduction of bad debt expense in the period the payment is collected. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all, attempts to collect a receivable have failed, the receivable is written off against the allowance.

As of October 31, 2022, and October 31, 2021, the balances of accounts receivable were $15,141 and $14,270, respectively.

Income Taxes

The Company accounts for income taxes under FASB ASC 740, Accounting for Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740-10-05, Accounting for Uncertainty in Income Taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions on a quarterly basis to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Foreign Currency Translation

The functional and reporting currency of the Company is the USD.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with FASB ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that impact the Company’s operations.

Employees

We currently have total of seven employee’s, three employee’s working for the Arma Services Inc, Eric Eastwood Nixon our President & Chief Financial Officer, Teresa Tattersfield, Program Originator, Alberto Ramirez. We have for three employees working for Bret Consultores SAPI de CV, Forest Carbon Developer, Rene Ibarra, Finance and Business, Valeria Lopez Porttillo, Institutional Alliance Manager, Yazmin Pimentel, Carbon Development Specialist, and one employee working for Ecapfin SAPI de CV. Eric Gordillo, Agriculture Carbon Coordinator. We anticipate hiring necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues.

Properties

Our mailing address and global operations are situated at 3845 Boulevard International Business Park Panama Pacifico, Suite,14, Rousseau, Panamá, Republic of Panama. WCG4+QX4, International tax free zone. The company has leased office space for a period of 12 months at a cost of $750.00 USD.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our voting securities following the completion of the Reverse Merger described in Items 1.01 of this report by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our chief executive officer and (iv) all executive officers and directors as a group as of February 27, 2023.

Name	Number of Shares of Common Stock		Percentage
Maria Teresa Tattersfield Yarza Address: Condor 331-6 Colonia Las Aguilas, Mexico City, Mexico		990,000		8%
Alberto Jesus Ramirez Reyes. Address: 1297, int, 33 Col, Campestre, Mexico City, Mexico		1,020,000		8.3%
Rene Alberto Ibarra Jimen Address: 20-Edif 16 B-003 Acueducto de Guadalupe, Mexico City, Mexico		990,000		8%
Eric Eastwood Nixon Address 69 Harbon Rd, Mississauga, Ontario, L5B 1AB.		0		0%
Wenflor International Inc Address:3845 Blvd , International Business Park, Panama Pacifico, Panama		6,000,000		49%
Colin Bailey Address: 18-26 Sunrise at Rowans , Rowan St George, Barbados.		1,000,000		8.1%
Ronny Fabian Suarez Araya Address: The Regent Apartments, PH 10E, Costa Del Este, Panama		3,000,000		24.3%
(All officers and directors as a group (4 people)		3,000,000		24.3%

There are no other officer or director 5 % shareholders.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 12,240,000 shares of common stock to be outstanding.

Directors and Executive Officers, Promoters and Control Persons

On August 17, 2022, Maria Teresa Tattersfield consented to act as a Member of the Board of Directors of the Company, Alberto Ramirez consented to act as a Member of the Board of Directors of the Company, Eduardo Piquero consented to act as a Member of the Board of Directors of the Company. On January 27, 2023, Eric Nixon was appointed Chairman of the Board and the President & CEO and director of ARMA Services Inc.

Name	Age	Position(s)
Eric Nixon	35	President CEO, CFO, Secretary, Treasurer, Director of ARMV
Teresa Tattersfield	46	Co-founder, President and Director of Bret and Director of ARMA
Eduardo Piquero	41	Director of ARMA
Alberto Ramirez	38	Director of ARMA

ERIC NIXON President & CEO, Director

Eric Nixon, the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. 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. He has the skills and experience to take on projects in the residential, commercial, industrial, technology sectors and emergency response services when needed.

Teresa Tattersfield, 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 the 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 been 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 the 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 Markets. 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, Director

Alberto has collaborated as a consultant 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, 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.

Term of Office

Our director holds his position until the next annual meeting of shareholders and until his successor is elected and qualified by our shareholders, or until earlier death, retirement, resignation or removal.

Family Relationships

There are no family relationships between the Company and any of our current and proposed directors or executive officers.

Legal Proceedings Involving Directors and Executive Officers

During the past ten years no current or incoming director, executive officer, promoter or control person of the Company has been involved in the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) ;

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

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

ii. Engaging in any type of business practice; or

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

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

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

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

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

i. Any Federal or State securities or commodities law or regulation; Or

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

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

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

Executive Compensation

The table below sets forth the positions and compensations for the sole officer and director of ARMV, for the years ended October 31, 2022 and 2021.

Position	Name of Directors	Year	Salary before tax	Bonus	All other compensation	Total

ARMV Former CEO & CFO	Jamie Sanchez	2022	68,640.00	0	0	0
and Chairman, Director	Cortina	2021	26,400.00	0	0	0

Director	Teresa Tattersfield	2022	50,578.10	0	0	0
		2021	37,278.80	0	0	0

Director	Alberto Ramirez	2022	60,578.10	0	0	0
		2021	37,278,.80	0	0	0

Director	Eduardo Piquero	2022	0	0	0
		2021	0	0	0	0

Current CEO, CFO	Eric Eastwood	2022	0	0	0	0
and Director	Nixon	2021	0	0	0

We do not have an audit or compensation committee comprised of independent directors as our Company qualifies for an exemption from these requirements. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole.

All directors serve 1 yr. terms.

Transactions with related persons, promoters and certain control persons

Related Party Transactions

On December 14, 2022, Arma Services Inc. (“ARMV,” or the “Company”) acknowledged the sale of Three Million restricted Shares by the controlling shareholder Corin Bailey to Ronny Fabian Suarez Araya, this was a private sale between the parties.

Corporate Governance

Director Independence

None of our directors qualified as an “independent director” under the rules of NASDAQ, Marketplace Rule 4200(a).

Nominating Committee

We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee.

Audit Committee

We do not presently have an audit committee. Our Board of Directors currently acts as our nominating committee.

Legal Proceeding

None.

Market Price of and dividends on the registrant’s common equity and related shareholder matters

Market Information

Our common stock is currently quoted on the OTC market "Pink Sheets" under the symbol ARMV. There has been no market price or market established for the shares.

As mentioned in Item 1.01, an additional 6,000,000 restricted common shares were issued to Wenflor International Inc. upon reverse acquisition activity. All additional issued common shares of ARMV are restricted from disposal for the lesser of 2 years from issuance, or one-year from the date of filing hereof. No options or warrants to purchase, or securities convertible into, common equity of the registrant. None of above mentioned additional issuance of restricted common share are issued to qualified institutional buyer as defined under § 230.144A

V Stock Transfer, LLC is the transfer and registrar agent for ARMV.

Holders

As of October 31, 2022, we had approximately 29 shareholders of our common shares, including the shares held in street name by brokerage firm. The holders of common share are entitle to one vote for each share held for record on all matters submitted to a vote of shareholders. Holders of the common share have no pre-emptive rights and no right to convert their common share into any other securities. There are no redemption or sinking fund provisions applicable to the common share.

Dividends

We have not issued any dividends, and have no plans of paying cash dividends in the future.

Securities authorized for issuance under equity compensation plan

As of February 27, 2023, the Company has no securities authorized either previously approved or disapproved for issuance under equity compensation plan.

Penny Stock Regulations

Our shares of common stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or revenues. In the last case, the issuer’s net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer’s average revenues for each of the past three years must exceed $6,000,000.

Recent Sales of Unregistered Securities

Immediately after completion of such share exchange, the Company has a total of 12,240,000 issued and outstanding shares, with authorized share capital for common share of 75,000,000.

Description of securities

The following is a summary description of our capital stock and certain provisions under the laws of the State of Nevada where the Company was incorporated. The following discussion is qualified in its entirety by reference to such exhibits.

General

We have authorized 75,000,000 shares of common stock with par value $0.001 per share. As of February 27, 2023, the Company has issued and outstanding 12,240,000 shares of common stock.

Common Stock

The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. The holders of our common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of our company, the holders of common stock are entitled to share rateably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. Holders of shares of our common stock, as such, have no conversion, pre-emptive or other subscription rights, and there are no redemption provisions applicable to the common stock.

Indemnification of Directors and Officers

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses. Our Bylaws provide that we may indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent permitted by law, our Articles of Incorporation or our Bylaws, and shall indemnify and advance litigation expenses to our directors, officers, employees and agents to the extent required by law, our Articles of Incorporation or Bylaws. Our obligations of indemnification, if any, shall be conditioned on receiving prompt notice of the claim and the opportunity to settle and defend the claim. We may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was our director, officer, employee or agent.

Indemnification against Public Policy

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The effect of indemnification may be to limit the rights of the Company and the shareholders (through shareholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure made under Item 1.01 which is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

On December 14, 2022, Corin Bailey sold Three Million restricted Shares of Arma Services Inc to Ronny Fabian Suarez Araya.

As a result of the Share Exchange Agreement, Wenflor International Inc became 49%% holder(s) of the voting rights of the Company, and a change of control occurred.

Other than as described below, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. The information set forth in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.

Item 5.06 Change in Shell Company Status

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. The information contained in this Report constitutes the current “Form 10 information” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statement of Business Acquired

The audited financial statements of Bret from inception through October 31, 2021 and audited financial statements of Bret as for the twelve months ended October 31, 2022 are appended to this report beginning on page 36. The audited financial statements of Bret as of October 31, 2021 were audited by CPA Carlos Torres Arroyo The audited financial statements of Bret as for the twelve months ended October 31, 2022 were audited by CPA Carlos Torres Arroy.

Exhibit No.	Description
3.1	Articles of Incorporation of the Company (incorporated by reference to our Registration Statement on Form S-1 filed on March 2, 2015)
3.2	Bylaws of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on March 2, 2015)
3.3	Organizational Documents of Bret
3.4	Organizational Documents of Ecpafin
4.1	Share Exchange Agreement
23.1	Consent of OLAYINKA OYEBOLA & CO.
99.1	Verified Carbon Standard Methodology Concept Note, issued June 7, 2021

INDEX TO AUDITED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		38

Consolidated Balance Sheets as of October 31, 2022, and 2021		39

Consolidated Statements of Operations for the years ended October 31, 2022 and 2021		40

Consolidated statements of Stockholders’ Equity for the years ended October 31, 2022, and 2021		41

Consolidated Statements of Cash Flows for the years ended October 31, 2022, and 2021		42

Notes to Audited Financial Statements		43

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Arma Services Inc. (“the Company”) as of October 31, 2022, and 2021 the related statements of operations, stockholder's equity, and cash flows, for the period ended October 31, 2022 and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2022, and the results of its 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

Basis for Opinion

These financial statements are the 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 in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain 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 internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company'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 performing procedures that respond to those risks. Such procedures included examining, on a 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 our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. There are no critical audit matters to be communicated.

OLAYINKA OYEBOLA & CO.

(Chartered Accountants)

We have served as the Company's auditor since January 2023.

February 23rd, 2023.

Lagos Nigeria

ARMA SERVICES, INC.

Consolidated Balance Sheets

As of October 31, 2022, and 2021

	October 31, 2022			October 31, 2021

ASSETS
Current Assets
Cash and cash equivalents	$	174,181		$	48,027
Account Receivables		15,141			14,270
Prepaid		111,578			34,631
Other current assets		3,208			253
Total Current Assets		304,108			97,181

Property and equipment		408			659
Total Assets	$	304,516		$	97,840

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	16,917		$	11,495
Loan payables		120,639			263,609
Taxes Payables		2,348			515
Other short-term liabilities		8,846			743
Total Current Liabilities		148,750			276,362

Note payables		908,390			–
Total Liabilities		1,057,140			276,362

Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 6,240,000 shares issued and outstanding at October 31, 2022 and 2021		6,240			6,240
Additional paid in capital		3,474			22,746
Accumulated deficit		(697,129	)		(207,368	)
Other comprehensive income		(65,209	)		(140	)
Total Stockholders’ Equity		(752,624	)		(178,522	)

Total Liabilities and Stockholders’ Equity	$	304,516		$	97,840

See accompanying notes to financial statements.

ARMA SERVICES, INC.

Consolidated Statements of Operations

For the years ended October 31, 2022, and 2021

	Year ended October 31, 2022			Year ended October 31, 2021

Revenues	$	59,745		$	6,812
Cost of revenue		(196,043	)		(22,583	)
Gross profit		(136,299	)		(15,771	)

OPERATING EXPENSES
General and administrative expense		418,531			78,637
		–			–
TOTAL OPERATING EXPENSES		418,531			78,637
NET LOSS FROM OPERATIONS		(554,830	)		(94,408	)

OTHER COMPREHENSIVE INCOME/ (LOSS)		(65,069	)		(140	)
NET LOSS	$	(619,899	)	$	(94,548	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		6,240,000			6,240,000

See accompanying notes to financial statements.

ARMA SERVICES, INC.

Consolidated Statement of Stockholder’s Equity (Audited)

For the Years Ended October 31, 2022, and 2021

	Common Stock				Additional Paid-in		Accumulated			Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital		Deficit			Income			Equity

Balance, October 31, 2020		6,240,000	$	6,240	$	20,160	$	(112,960	)	$	–		$	(86,560	)
Net loss for the year ended October 31, 2021		–		–		–		(94,408	)		–			(94,408	)
Other comprehensive Income for the year 2021		–		–		–		–			(140	)		(140	)
Additional paid in capital		–		–		2,586		–			–			2,586
Balance, October 31, 2021		6,240,000	$	6,240	$	22,746	$	(207,368	)	$	(140	)	$	(178,522	)

Balance, October 31, 2021		6,240,000	$	6,240	$	22,746	$	(207,368	)		(140	)		(178,522	)
Net loss for the year ended October 31, 2021		–		–		–		(489,761	)		–			(489,761	)
Other comprehensive Income for the year 2021		–		–		–		–			(65,069	)		(65,069	)
Additional paid in capital		–		–		19,272		–			–			19,272
Balance, October 31, 2022		6,240,000	$	6,240	$	3,474	$	(697,129	)	$	(65,209	)	$	(752,624	)

See accompanying notes to financial statements.

ARMA SERVICES, INC.

Consolidated Statement of Cash Flows

For the Years Ended October 31, 2022, and 2021

	Year ended October 31, 2022			Year ended October 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the year	$	(554,830	)	$	(94,408	)

Adjustment for non-cash item
Depreciation and amortization		251			341
Translation differences		–			(140	)

Changes in assets and liabilities:
(Increase) decrease in accounts and other payables		(127,612	)		147,624
(Increase) decrease in accounts and other receivables		(80,773	)		(7,592	)
Cash flows provided by/ (used in) operating activities		(762,964	)		45,825

CASH FLOWS FROM INVESTING ACTIVITIES
Property plant and equipment		–			(341	)
Cash flows provided by/ (used in) investing activities		–			(341	)

CASH FLOWS FROM FINANCING ACTIVITIES
Notes payables		908,390			–
Additional paid in capital		(19,272	)		–
Cash flows provided by/ (used in) financing activities		889,118			–


NET INCREASE (DECREASE) IN CASH		126,154			45,484
Cash, beginning of period		48,027			2,543

Cash, end of period	$	174,181		$	48,027

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	–		$	–
Income taxes paid	$	–		$	–

See accompanying notes to financial statements.

ARMA SERVICES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2022, and 2021

NOTE 1 – ORGANIZATION AND NATURE 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.

On February 20, 2023, Arma Services Inc. (“ARMV,” or the “Company”) entered into a share exchange agreement with Wenflor International Inc. and to acquire Bret International Holding Corp., owner of 100% of Bret Consultores, SAPI de CV: (“Bret”), a Mexican corporation, specializing in Forestry Management and creating Carbon Offsets and Ecapfin Sapi de Cv. a Mexican corporation specialized in developing methodologies of carbon capture in agricultural crop applications.

We plan to develop and manage forestry properties belonging to Indigenous communities in five states in Mexico with over 156,000 hectares of forest land creating carbon offsets and agricultural carbon offsets to be sold to Fortune 5000 Companies to offset their carbon liabilities. The company plans to expand this program on a global scale working with Governments, the UNFCC, NGO’S, the UNDP, FAO, the Green Climate Fund (GCF) and the Global Environment Facility (GEF).

	§	Bret Consultores, SAPI de CV: (“Bret”), was acquired by Arma Services Inc, and the transaction was accounted for as a reverse merger. Under the agreement ARMV will own 10,000 common shares of BIHC, representing all of the issued and outstanding equity of BIHC;
	§	The shareholders will be issued 6,000,000shares of ARMV, $0.001 per value per shares(the common stock) representing 49% of the outstanding shares of common stock (the common stock)
	§	BIHC will hold no common shares of ARMV, as the wholly owned subsidiary of ARMV

As of October 31, 2022 the 6,000,000 shares of ARMV is yet to be issued as the deal was signed on February 20, 2023 to be closed on or before March 1^st 2023.

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.

Basis of Consolidation

The consolidated financial statements include the accounts of Arma Services, Inc and its subsidiaries Bret Consultores and Ecapfin. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Accounting Basis

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

Revenue Recognition

The purpose of our business is to provide a full range of services in the 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.

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:

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, 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 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.

NOTE 3 – LOANS FROM DIRECTOR

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time 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 commitment 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.

As of October 31, 2021, 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 – COMMON STOCK

The Company 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.

NOTE 5 – 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 Company. During the year, company had not transacted any business with the related entities.

NOTE 6 – 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, 2021, the Company had net operating loss carry forwards of approximately $19,855 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 losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards. The provision for Federal income tax consists of the following:

	October 31, 2022			October 31, 2021
Federal income tax benefit attributable to:
Current Operations	$	116,514		$	19,855
Less: valuation allowance		(116,514	)		(19,855	)
Net provision for Federal income taxes	$	–		$	–

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

	October 31, 2022			October 31, 2021
Deferred tax asset attributable to:
Net operating loss carryover	$	136,369		$	19,855
Less: valuation allowance		(136,369	)		(19,855	)
Net deferred tax asset	$	–		$	–

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $136,369 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.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has analyzed its operations subsequent to October 31, 2022, and to the date these financial statements were issued, and has determined that it does not have any subsequent event to disclose in these financial statements.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARMA SERVICES INC.

Date: February 27, 2023

/s/ Eric Eastwood Nixon__________

By:

Eric Eastwood Nixon,

President & Chief Executive Officer, Director

Exhibit 3.3

Document Translation: Bret Consultores SAPI de CV.

NOTARIES 229 242 RUIZ• GARZON LIC. MARCO ANTONIO RUIZ AGUIRRE DR. ROBERTO GARZON JIMENEZ Notary No. 229 of the City of Mexico Notary No. 242 of the City of Mexico

TESTIMONY OF THE WRITING OF THE CONTRACT OF SOCIETY, BY WHICH "BRET CONSULTORES" IS CONSTITUTED, ANONYMOUS SOCIETY PROMOTER OF INVESTMENT OF VARIABLE CAPITAL, GRANTED BY MR. ALBERTO JESUS RAMIREZ REYES, RENE ALBERTO IBARRA JIMENEZ AND MARIA TERESA TATTERSFIELD YARZA. WRITING BOOK bIl 100796 3922 2021

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No 229 of the City of Mexico DR. ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico ROBERTO ARZÓN THREE THOUSAND NINE HUNDRED TWENTY-TWO. -- -------ALS / CLE / RYU. TEN THOUSAND SEVEN HUNDRED NINETY-SIX. The City of Mexico, August 2, 2021. MARCO ANTONIO RUIZ AGUIRRE, holder of Notary Number Two Hundred Twenty-Nine of the City of Mexico, I hereby attest: THE CONTRACT OF SOCIETY, by which "BRET CONSULTORES", ANONYMOUS SOCIETY PROMOTER OF INVESTMENT OF VARIABLE CAPITAL, granted by the gentlemen ALBERTO JESUS RAMIREZ REYES, RENE ALBERTO IBARRA JIMENEZ and MARIA TERESA TATTERSFIELD YARZA, under the authorization of the use of denomination or trade name with Unique Document Key (CUD) "A202107280915408169" (A two zero two one zero seven two eight zero nine one five four zero eight one six nine), issued by the Secretary of Economy, with electronic signature date on July 28, 2021, which I add to the appendix of this writing with the letter "A", to the extent of the following: ---. ----------E S T A T U T O S FIRST. - The name of the company is "BRET CONSULTORES", to be followed by the words ANONYMOUS SOCIETY PROMOTER OF INVESTMENT OF VARIABLE CAPITAL, or its abbreviation S.A.P.I. of c.V. SECOND. - The company has as its object: a). - The design of methodologies, consultancy and development of projects, intermediation of purchase and sale of credits derived from the capture or mitigation of carbon and other greenhouse gases to the atmosphere. b).- The import, manufacture, assembly, lease and sublease of all kinds of equipment and machinery for environmental protection. --------------- c). - To celebrate all the legal acts necessary for the fulfillment of its social object. d). - To acquire shares or social parts or parts of interest of other societies or associations.

2 100796 d). - Obtain and grant all kinds of credits or financing, necessary or convenient for the development of its corporate purpose as well as constitute all kinds of real or personal guarantees to guarantee said credits. ----- f).- Issue, subscribe, endorse and generally negotiate all kinds of credit titles and celebrate all kinds of credit operations. g) • - In general the acquisition of all kinds of goods and the execution of all kinds of acts and contracts, necessary or convenient for the development of this corporate purpose. Therefore, enunciatively and not limitatively the company may I. - Execute all kinds of acts of commerce being able to, buy, sell, import and export all kinds of articles and merchandise related to the previous object. II. - Elaborate all kinds of products related to its object. III. - Acquire by any title patents, industrial brands, trade names and any other type of industrial property rights, literary or artistic. IV. - Obtain by any title, concessions, permits, authorizations or licenses, as well as celebrate any type of contracts, related to the previous object, with the public administration whether federal or local. V. - Buy, sell or receive by any title shares, bonds, obligations and values ?? of any kind and make regarding them all kinds of operations. VI. - Accept or confer all kinds of commercial commissions and mandates. VII. - Acquire rent all kinds of movable and immovable goods, real and personal rights. VIII. - Hire the necessary staff. IX. - Grant guarantees and become jointly and severally liable as well as constituting guarantees in favor of third parties, whether own or third-party obligations.

NOTARIES 229 242. LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR. ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico ROBERTO G ARZÓN SAIDOS 3 100796 DR ON TERI the registered office will be in the CITY OF MEXICO, with the Responsibility)/of being able to establish branches, offices, agencies and any other operations anywhere in the Mexican Republic or abroad. -------------------- FOURTH. - The duration of the society will be INDEFINITE FIFTH. - The society adopts the clause of admission of foreigners, so that the foreign partners, current or future, bind themselves to the Secretariat of Foreign Relations to consider themselves as nationals with respect to their social participation, goods, rights, concessions, participations or interests of which the society is the holder, as well as of the rights and obligations derived from the contracts in which the society is part and therefore they renounce to invoke the protection of their governments, under the penalty in the contrary case of losing in benefit of the Nation the rights and goods that they had acquired. SIXTH. - The share capital is variable. The fixed minimum capital is ONE HUNDRED THOUSAND PESOS, NATIONAL CURRENCY, represented by ONE HUNDRED shares of Series A, ordinary and nominative. The variable capital will be unlimited and will be represented by shares of Series B, ordinary and nominative. The shares that are put into circulation will be identified with a progressive numbering different for each Series. Unless provided for in these statutes, all the shares of the share capital confer equal rights to their holders and impose equal obligations. However, the Extraordinary General Meeting of Shareholders may agree to issue shares without the right to vote or with the limitation of other corporate rights, in terms of the legislation applicable at the time of agreeing the issue of such shares. SEVENTH. - The shares will be represented by definitive titles and while these are issued, by provisional certificates. The titles or provisional certificates will independently cover the shares of each of the series.

Four hundred seven hundred ninety-six titles shall be put into circulation, and they shall be identified with a different progressive numbering for each Series. The definitive titles and provisional certificates, if applicable, shall contain the references provided for in Article One hundred twenty-five of the General Corporation Law, the fifth and sixth clauses of these by-laws shall be transcribed and shall bear the signature of two Directors. EIGHTH: The Company may acquire shares representing its capital stock, with prior agreement of the Board of Directors, without the prohibition established in Article One hundred thirty-four of the General Corporation Law being applicable. The purchase may be made with charge to the accounting capital, in which case they may be kept without the need to make a reduction of the capital stock; or with charge to the capital stock, in which case they must be canceled or converted into issued but not subscribed shares, and shall be kept in the Company's Treasury. The placement, if any, of the shares acquired under the terms of this article shall not require a resolution of the Shareholders' Meeting, without prejudice to the Board of Directors resolving in this regard. The issued but not subscribed shares kept in the Treasury may be subscribed by the shareholders. For the purposes of the provisions of this paragraph, the provisions of Article One hundred thirty-two of the General Corporation Law shall not be applicable. As long as the shares belong to the issuer, the corporate and patrimonial rights granted by such shares may not be exercised, without these being considered in circulation for the purposes of determining the quorum and the votes at the Shareholders' Meetings. NINTH: The Company shall only recognize as shareholders those appearing as such in the Shareholders' Register Book, which shall contain the name, nationality and address of each shareholder, as well as the data referred to in the article.

NOTARIES 229 242. LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR. ROBERTO GARZON JIMENEZ Notary No 242 of the City of Mexico ROBERTO 5 GARZO 100796 one hundred and twenty-eight of the General Law of Corporations (according to which any action taken shall be done in accordance with the provisions of this deed and its modifications, if any, and by any resolution taken by the Company. TENTH. - Transmission of Shares. Pursuant to Article 130 of the General Law of Commercial Companies, it is established that in case of the alienation of one or more shares by one or more shareholders to persons who are not shareholders of the Company, prior authorization of the Board of Directors shall be required, which may deny it by appointing one or several buyers of the shares at the current market price. ----- For the alienation of the shares the following procedure shall be followed a). - The sale notification shall be made by the owner of the shares to the President of the Board of Directors, or to his substitute, and shall contain the sale conditions for said transmission, which shall include at least the number of shares to be sold, the sale price, the payment conditions and, if applicable, the name of the possible acquirer if it were a third party unrelated to the company. b). - Once the notification has been made to the Board of Directors, it shall notify the rest of the shareholders of the company within five natural days; so that they, if any, express their interest in acquiring the shares, for which they will have a period of ten natural days; clearly indicating the number of them they wish to acquire. --------------- c). - If at the end of the period referred to in the previous paragraph there were several shareholders interested in acquiring the shares, they shall be distributed in proportion to their shareholding within the company, unless otherwise agreed between them.

8 100796d). - The President of the Board of Directors will communicate to the selling shareholder the way in which the shares will be distributed among the shareholders interested in acquiring them. e). - If, twenty business days after the selling shareholder notified the Board of Directors of his desire to sell his shares, he did not receive a valid response from the Board of Directors, he will have absolute freedom to sell the shares to the person indicated as a possible acquirer in the notification referred to in paragraph a) of this clause. ------. f). - If the transfer of shares to a third party is made at a lower price or under more favorable conditions than those originally stated by the seller to the Board of Directors, the selling shareholder will be responsible for any damages and injuries caused to the other shareholders interested in acquiring such shares. g). - The shareholder who has requested authorization to dispose of his shares may not transfer them until the aforementioned period has elapsed. h). - All notifications that are made between the parties must be made in writing. i). - Any transfer in violation of the above will result in the payment of damages and injuries. ELEVENTH. - Increases AND reductions of capital will be made according to the following rules: ------- I. - In increases: ------- A). - The fixed minimum capital without withdrawal right will be increased by agreement of the Extraordinary General Meeting of Shareholders, and the statutes should be amended accordingly, protocolized and registered in the Public Commerce Registry of the corporate domicile. B). - The variable part of the capital may be increased by agreement of a Extraordinary General Meeting of Shareholders and its protocolization before a notary will suffice. C). - The shares that are issued to represent the variable part of the share capital and that, by resolution of the assembly that decrees its issue, must be deposited in the Treasury of the Company, may be offered for subscription and payment to be delivered as its subscription is made; and the Board of Directors may also be empowered in accordance with the resolutions of the Shareholders' Meeting to determine, if applicable, the subscription premium, always giving the shareholders of the Company the preference referred to in this Clause. D). - Capital increases may be made by capitalization of accounts of the capital account referred to in Articles Nineteen and One Hundred Sixteen of the General Law of Commercial Companies or by payment in cash or in kind, or by capitalization of liabilities. In capital increases by capitalization of accounts of the capital account, all shares shall have a right of preference in accordance with the proportional part corresponding to them from such accounts. --- In increases by payment in cash or in kind, or by subsequent contributions from shareholders, holders of the shares in circulation at the time of determining the increase will have preference to subscribe the new shares that are issued or put into circulation to represent the increase, in proportion to the number of shares of which they are the owners, during a term not exceeding fifteen natural days established for this purpose by the Assembly that decrees the increase, computed from the date of publication of the corresponding notice in the Official Gazette of the Federation or in one of the newspapers of greater circulation in the corporate domicile.

NOTARIES 229 242 LIC MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of Mexico City DR ROBERTO GARZON JIMENEZ Notary No 242 of Mexico City ROBERTO 9 100796 capital contributions to absorb losses shall be proportionally shared among all shareholders, both in the fixed limit, as in the variable part of the capital being necessary the cancellation of the corresponding actions. F). - Any decrease in the share capital must be registered in the Register Book that the Society will keep for this purpose. G). - The Company may redeem shares with distributable profits without reducing its share capital for which, the Extraordinary General Meeting of Shareholders that agrees to the redemption, will observe the provisions of Article one hundred and thirty-six of the General Law of Commercial Companies. The titles of the redeemed shares will be extinguished. TWELFTH. - The supreme body of the company is the General Meeting of Shareholders. The Shareholders' Meetings can be General which can be Ordinary, Extraordinary, or Special. I.- The Ordinary General Meetings will be those that meet to deal with any matter that is not listed in Article one hundred and eighty-two of the General Law of Commercial Companies. They will meet at any time, but must be held at least once a year, within four months of the closing of the business year, to deal with the matters listed in Article one hundred and eighty-one of the General Law of Commercial Companies. For an Ordinary General Meeting to be legally constituted by first, it will be necessary that at least half of the shares representing the share capital with voting rights, even limited or restricted if it were matters for which they can vote and that their resolutions be considered valid, the favorable vote of the simple majority of the shares represented in the meeting will be required. In case of second or subsequent convocation, any number of shares shall be considered legally constituted.

Thirteenth. - Shareholders' meetings will be held in accordance with the following rules.. I. They will meet at the registered office, unless there is a fortuitous event or force majeure, and will be convened by the President, or the Secretary of the Board of Directors, or the Commissioner. However, the shareholders representing at least ten percent of the share capital may, at any time, request in writing that the President of the Board of Directors or the Commissioner convene a General Meeting of Shareholders to discuss the matters specified in their request. Any meeting convened in this way shall be held within fifteen days of the request being made. Shareholders representing one hundred thousand seven hundred and ninety-six shares shall be considered as represented and their resolutions shall be valid with the favorable vote of the majority of the shares represented at the Meeting. II. Extraordinary General Meetings shall be those held to discuss any of the matters listed in Article one hundred and eighty-two of the General Companies Law. -. For an Extraordinary General Meeting to be legally constituted on first call, it shall be necessary that at least seventy-five percent of the shares with the right to vote, even if it is limited or restricted if it were a matter for which they can vote, be represented, and for its resolutions to be considered valid, the vote of at least half of the shares that make up the share capital will be required. In the case of a second or subsequent call, the Extraordinary General Meeting shall be considered legally constituted if at least half of the shares representing the share capital are represented, and for its resolutions to be considered valid, the same quorum will be required. III. Special Meetings shall be those that meet to discuss matters that may affect a single category of shareholders. The same rules applicable to Extraordinary Meetings shall apply to the celebration of these.

NOTARIES 229 242, LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico ROBERTO GAR2 11 100796 owner of one share shall have the same right in any case to which Article one hundred and eighty-six (6) of the General Law of Commercial Companies applies. If the call for the meeting is not made within fifteen days following the date of the request, a Civil or District Court Judge of the place of domicile of the company that is competent, shall do so upon the request of any of the interested parties, who shall exhibit their shares or the certificate of deposit of the same, issued by an institution for the deposit of securities for this purpose. The calls for the Assemblies shall be published in the Electronic System of the Ministry of Economy with a minimum advance of fifteen consecutive days to the date set for the Assembly. The call shall contain the date, time, place of the Assembly and the Agenda, and shall be signed by the person who makes it. In the case of a second or subsequent call, it shall be published, in the terms of what is provided in the preceding paragraph, after the date on which the Assembly should have been held, at least fifteen consecutive days in advance of the new date set for the Assembly. II. When all of the shares representing the capital stock are represented, it will not be necessary to make the call, nor will it be necessary in the case of an Assembly suspended for any reason, to be continued at a different time and date. In any of these two cases the fact shall be recorded in the corresponding Minutes. III. Shareholders may attend the Assembly, either personally or by means of an attorney-in-fact with general or special power of attorney, being sufficient in the latter case a power of attorney signed before two witnesses. IV. To be admitted to the Assembly, shareholders must be registered as such in the Register of Shareholders jointly, and, if applicable, with the certificate of having deposited the corresponding share certificates with the Board of Directors.

XII. The Board of Directors' President shall preside over the Assembly, or failing that, one of the members present in the order of their appointment, and failing that, the person elected by the Assembly itself. The Secretary of the Assembly shall be the one appointed by the Board, or failing that, the person designated by the majority of shareholders present. The Secretary of the Board, or failing that, the person designated by the Assembly, shall act as Secretary. XIII. Before declaring the Assembly to be constituted, the person who is to preside shall appoint a scrutineer, who shall record the number of shares represented and draw up the attendance list, indicating the number of shares represented by each Shareholder. XIV. Once the quorum has been established, the person who is to preside shall declare the Assembly to be constituted and proceed to deal with the Agenda. XV. The Secretary shall draw up a record of the proceedings of the Assembly, which shall be signed by the President and Secretary of the Assembly, and transcribed in the Assembly Minutes Book of the Company and, where appropriate, authenticated and entered in the Public Registry of Commerce at the Company’s registered address. --- a). A copy of the newspaper in which the convocation was published, where applicable; --- b). The attendance list of the shareholders; ------ c). In the case, the powers of attorney or documents that accredit the identity of those present; • d). A copy of the minutes of the Assembly; e). The Report of the Board of Directors, as well as the report of the auditors on the operations of the company where applicable; and ---. f). Any other documents presented at the Assembly that the Secretary considers necessary. The resolutions of the Assembly taken in accordance with the by-laws, except for the right of opposition in accordance with the applicable legislation, shall form part of the minutes.

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico 13 ROR: 100796 two hundred and two hundred one of the General Law of Wercantiles, oblige all shareholders, even those absent dissidents; they will be definitive and in virtue of it, the Board of Administration, will carry out all those acts that are necessary for the execution of said resolutions. X. - If on the day of the Assembly it is not possible to treat all the matters for which it was convened due to lack of time, it may be suspended to continue the following day or on the date and time agreed, without the need for a new convocation. XI. - Once the Shareholders' Assembly has been declared installed, the shareholders may not disintegrate it to avoid its celebration. XII. - Shareholders who represent at least ten percent of the share capital may request that the voting on any matter for which they do not consider themselves sufficiently informed be postponed for one time only, within three natural days and without the need for a new convocation; without the percentages referred to in Articles one hundred and eighty-four and one hundred and ninety-nine of the General Law of Commercial Societies being applicable. XIII. - Shareholders who represent twenty percent of the share capital may oppose judicially the resolutions of the General Assemblies, provided they have the right to vote on the matter in question; without the percentage referred to in Article two hundred one of the General Law of Commercial Societies being applicable. XIV. - The resolutions taken outside the Assembly by unanimous vote of the shareholders who represent the total of the shares with the right to vote, even limited or restricted if it were of the special category of shares in question; shall have the same legal validity as if they had been taken at the General or Special Assembly, respectively, provided that they confirm in a binding form in writing. The document in which

14. The written confirmation shall be sent to the Secretary of the company, who shall transcribe the respective resolutions in the corresponding book of minutes, and shall record that said resolutions were adopted in accordance with this stipulation. -=====------------ FOURTEENTH. - The administration of the company is entrusted to a Board of Directors composed of at least three directors. For each Proprietary Director, a respective Substitute may be appointed. The members of the Board of Directors shall hold their positions for one year and may be re-elected for equal periods, being obliged to continue with the performance of their positions upon the expiration of the term for which they were appointed, provided that the new appointments are not made and the persons appointed do not take possession of their positions. The Board of Directors shall meet at least every three months. Any shareholder or group of shareholders representing at least ten percent of the shares with the right to vote, even limited or restricted, shall have the right to designate a Proprietary Director and, where appropriate, its respective Substitute. Once such appointments have been made, the other members of the Board of Directors shall be appointed by simple majority of votes. The members of the Board of Directors may be of any nationality and may not be shareholders, but in the case of foreigners they must have the authorization of the Secretariat of Governance to hold the position. ---------------0-0 The appointment of the Directors appointed by the minority shareholders can only be revoked by the other shareholders in a General Shareholders' Assembly, where the appointment of all the members of the Board of Directors in question is revoked, in which case the persons replaced may not be appointed for such purpose during the twelve months immediately following the date of revocation. The shareholders representing at least ten percent of the shares with

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR. ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico 15 GARZON 100796 pto, can also revoke the appointment of the /Board of Directors that they appointed, without having a General Meeting of Shareholders for such The Shareholders' Assembly, when appointing the members of the Board of Directors or the Board itself at its first immediate session following such Assembly, shall appoint one of its members to act as President and one as Secretary, the latter may not be a Director. - The members of the Board of Directors shall not incur any personal obligation to those who contract with the company by reason of their appointment, and shall only be responsible to it for the faithful execution of their mandate in accordance with the present by-laws with prejudice of the responsibilities incurred for infringements of the competent laws. The shareholders who represent fifteen percent or more of the shares with voting rights, including limited or restricted or without voting rights, may exercise the action of civil responsibility against the administrators in favor of the company, in terms of the provisions of Article one hundred and sixty-three of the General Law of Mercantile Companies and without the need of a resolution of a General Meeting of Shareholders. FIFTEENTH. - The Sessions of the Board of Directors shall be held at the address of the Company or at any other place determined by the Board, within the Mexican Republic. - The calls for the sessions of the Board of Directors must be sent to the address that each Director has registered in the Company, by mail, telegram, messenger or by any other means from which an effective receipt can be derived and shall specify the date, time, place and agenda, and must be signed by the President, or by the Secretary or by two of the Owner Directors. Any Owner Director may call a session of the Board of Directors, in which case the Director shall make the call with a minimum of five days and one

The Board of Directors shall be validly constituted when a majority of the Directors are present and the resolutions shall be valid when adopted by the favorable vote of the majority of the Directors present. The President of the Board shall be entitled to a casting vote. A record shall be taken of each session of the Board of Directors, which shall be transcribed into the relevant minute book and shall be signed by the President and the Secretary. Furthermore, resolutions may be adopted out of session by the unanimous agreement of its members, and such resolutions shall have, for all legal purposes, the same validity as if they had been adopted by the Directors assembled in session of the Board, provided they are confirmed in writing. The document in which the written confirmation appears must be sent to the Company's Secretary, who shall transcribe the respective resolutions into the corresponding minute book and shall indicate that such resolutions were adopted in accordance with this provision. SIXTEENTH. - The Board of Directors, as a collegiate body, shall have the legal representation of the Company and, consequently, shall be vested with the following powers and obligations, without prejudice to other powers of representation conferred to any of its members or to other attorneys: I. - A general power of attorney for lawsuits and collections, with all the general powers and even the special ones that, in accordance with the law, require a power of attorney or special clause, in the terms of the first paragraph of article two thousand five hundred and fifty-four of the Civil Code for the Federal District (currently Mexico City) and its equivalent in the other Civil Codes of the respective States. The maximum period for such convocation shall be fifteen business days, said convocation to be signed by the Proprietary Director. "Business Day" means any day on which credit institutions are authorized to open their doors to the public to conduct banking operations.

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notatio No. 229 of the City of Mexico DR. ROBERTO GARZON JIMENEZ 17 P.09 100796 United Mexican States and the Federal Civil Code, by virtue of enjoying, among other things, the following: --------- to attempt and desist from all kinds of proceedings, including amparo. B. - To compromise in arbitrators. C. - To absolve and articulate positions. D. - To recuse. E. - To make a cession of goods. F. - To receive payments. G. ---------- H. - To file complaints and lawsuits in criminal matters and to desist from them when permitted by law. ------- II. - General power of attorney for lawsuits and collections and acts of administration in labor matters, with all the general powers and even with the special ones that require power or special clause according to the law, in the terms of the first and second paragraphs of article twenty-five hundred fifty-four of the Civil Code for the Federal District and its correlative of the other Civil Codes of the States of the United Mexican States and the Federal Civil Code, in accordance with Articles eleven, six hundred ninety-two and seven hundred thirteen of the Federal Labor Law, promoting, conciliating and answering all kinds of demands or matters, following them in all their procedures, instances and incidents until their final decision, agreeing or disagreeing with the resolutions of the authorities as deemed convenient, as well as filing the legal remedies provided, to represent the company before the workers of the same, either individually or collectively and before the corresponding unions, and in general, to represent the company in labor conflicts and carry out all the administrative acts of the company in labor matters and represent it before the Conciliation and Arbitration Boards, both local and federal labor authorities enumerated in article one hundred and more interest N.

Pursuant to Article 18 of the Political Constitution of the United Mexican States and Article 100796, the representative of the company is empowered to appear in conciliation, lawsuit and exception hearings and in the offer and admission of evidence, as well as in all and each of the instances, acts and procedures of labor proceedings, being further authorized to celebrate agreements and transactions, propose conciliatory arrangements, celebrate, negotiate and sign settlement agreements, act as a representative with the quality of an administrator with respect to all kinds of lawsuits and labor proceedings before any authority, and formalize and rescind labor contracts, understanding that all these powers are granted in an enumerative and not limitative manner; therefore, the employer's representative will have the representation for the purposes of articles eleven, forty-six and forty-seven of the Federal Labor Law, as well as the legal representation of the company, for the purpose of accrediting personality and capacity in court or out of court, in the terms of article six hundred ninety-two, may appear to articulate and answer positions, in the terms of articles seven hundred eighty-nine of the aforementioned Federal Labor Law, with power to hear and receive notifications, appear with all the representation to the hearing referred to in articles eight hundred seventy-three dash C, eight hundred seventy-three dash D, eight hundred seventy-three dash E, eight hundred seventy-three dash F, eight hundred seventy-three dash G, eight hundred seventy-three dash H, eight hundred seventy-three dash I, eight hundred seventy-three dash J, eight hundred seventy-three dash K and eight hundred seventy-four of the aforementioned Federal Labor Law. ---. III. - General power for acts of administration in the terms of the second paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District (currently Mexico City) and its correlative in the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code, mentioned article.

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico ROBERTO GARZON 19 100796 general for acts of domain, according to the third paragraph of the aforementioned article. 22 Врак ® to grant and subscribe to credit titles, in the terms of article nine of the General Law of Titles and Credit Operations. VI. - Open and close bank accounts in the name of the Society, as well as to make deposits and draw against them and designate persons to draw against them. VII. - To appoint and remove the General Director, Managers, Sub-Managers, proxies, agents, officials and employees of the company and to determine their attributions, guarantees, working conditions and remunerations. VIII. - To convene Ordinary, Extraordinary and/or Special Shareholders' Assemblies in all the cases provided for in the Statutes, or when considered convenient and to determine the date and time at which such Assemblies must be held and to execute their resolutions. ---- IX. - To grant general or special powers, with or without powers of delegation or substitution, always reserving the exercise of the same, as well as to revoke them. X. - To establish branches and agencies of the Company anywhere in Mexico or abroad. XI. - To carry out all the acts authorized by these Statutes or that are a consequence of them. SEVENTEENTH. - The supervision of the Company will be entrusted to one or more Commissioners, who may have substitutes, as determined by the Ordinary General Meeting of Shareholders. Any shareholder or group of shareholders representing at least 10% of the voting shares, including limited or restricted, or without voting rights, shall have the right to appoint a Commissioner and, where appropriate, his respective substitute. The Commissioner or Commissioners and, where appropriate, their substitutes may be re-elected one or more times and will remain in the performance of their IN

20 100796 functions until the Assembly makes new appointments and the designated ones take possession of their posts. The Commissioner or Commissioners shall have the attributions and obligations listed in article one hundred and sixty of the General Law of Commercial Societies. -------------- The persons mentioned in article one hundred and sixty-five of the General Law of Commercial Societies may not be commissioners. The Commissioner or Commissioners shall receive the remuneration agreed by the Shareholders' Assembly. If the Shareholders' Assembly so determines, the Commissioner or Commissioners shall guarantee their performance in the manner and for the amount agreed by it. EIGHTEENTH. - The social exercises will be one year, they will begin on the first day of January and end on the thirty-first day of December of each calendar year. NINETEENTH. - At the end of each fiscal year, the report referred to in article one hundred and seventy-two of the General Law of Commercial Societies shall be prepared within three months of the close of each fiscal year. Of the net profits resulting after the balance sheet has been approved by the Shareholders' Assembly, the following distribution shall be made: a).- At least five percent will be separated for the legal reserve fund, in accordance with the provisions of article twenty of the General Law of Commercial Societies. b). - Any other amount will be separated to form any other fund approved by the General Assembly of Shareholders; and c). - The rest of the profits will be used according to the agreement of the Ordinary Assembly of Shareholders. --------- Dividends not collected within five years from the date on which they were payable shall be deemed enunciated and prescribed in favor of the company in accordance with the laws in force.

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR ROBERTO GARZON JIMENEZ mosnno can be exempted: 30 00 21 ROBER GARZÓN 100796 is exempt from the obligation to publish the financial statements referred to in this clause, in accordance with the provisions of the Commercial Companies Law. TWENTIETH. - The shareholders shall only be liable for the amount of their contributions to the Company. If there were losses, these shall be absorbed in the first instance by the special reserve and provision funds; if these do not exist or are not sufficient, by the capital reserve fund and, once this is exhausted, they shall be covered by the share capital. TWENTY-FIRST. - The Company shall be dissolved for any of the causes provided for in Article two hundred and twenty-nine of the General Law of Commercial Companies. ----- TWENTY-SECOND. - Upon dissolution of the Company it shall be put into liquidation and two or more liquidators shall be appointed, who shall proceed with the liquidation of the Company and the distribution of the proceeds among the shareholders in proportion to the number of shares each holds. The liquidators shall have the widest powers for liquidation, in accordance with Articles two hundred and forty-two and following of the General Law of Commercial Companies. TWENTY-THIRD. - The Company shall be governed by the provisions of these Statutes, commercial legislation, commercial usages and practices and the rules of the Civil Code for the Federal District (currently Mexico City), the Federal Tax Code and the Securities Market Law. TWENTY-FOURTH. - For the interpretation and fulfilment of these Statutes, the shareholders expressly submit to the jurisdiction of the Courts of Mexico City, hereby waiving any other domicile that may correspond to them, or by the location of their assets. _-TRANSLATORS: IN

22 100796 FIRST. - The minimum fixed capital, that is, the amount of ONE HUNDRED THOUSAND PESOS, NATIONAL CURRENCY, was fully subscribed and paid in cash, national currency, as follows: ALBERTO JESUS RAMIREZ REYES, THIRTY-FOUR SHARES, WITH A VALUE OF THIRTY-FOUR THOUSAND PESOS, NATIONAL CURRENCY. RENE ALBERTO IBARRA JIMENEZ, THIRTY-THREE SHARES, WITH A VALUE OF THIRTY-THREE THOUSAND PESOS, NATIONAL CURRENCY. MARIA TERESA TATTERSFIELD YARZA, THIRTY-THREE SHARES, WITH A VALUE OF THIRTY-THREE THOUSAND PESOS, NATIONAL CURRENCY. TOTAL: ONE HUNDRED SHARES, with a value of ONE HUNDRED THOUSAND PESOS, NATIONAL CURRENCY. SECOND. - The parties to this deed agree: I. - To entrust the management of the company to a Board of Directors, and for this purpose they appoint the following persons and with the positions indicated: ALBERTO JESUS RAMIREZ REYES. PRESIDENT. RENE ALBERTO IBARRA JIMENEZ. SECRETARY. MARIA TERESA TATTERSFIELD YARZA. ---- ---- ADVISOR. Who, for the exercise of their office, will enjoy the powers referred to in article sixteen of the company's bylaws. II. - To appoint as agents of the company the following persons, with their respective Taxpayer Registry numbers: ALBERTO JESUS RAMIREZ REYES, Taxpayer Registry number: "RARA8409142B1" (RARA eight four zero nine one four two B one), RENE ALBERTO IBARRA JIMENEZ, Taxpayer Registry number: "IAJR860514JD3" (IAJR eight six zero five one four JD three) and MARIA TERESA TATTERSFIELD YARZA, Taxpayer Registry number: "TAYT7603169S3" (TAYT seven six zero three one six nine s three), who will enjoy jointly and separately the following powers, with the limitations indicated below: A) General power of attorney for lawsuits and collections, with all general powers and even with the special powers that, according to the law, require a power of attorney or a special clause, in the terms of the first paragraph of article two thousand five hundred and fifty-four.

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of the City of Mexico DR. ROBERTO GARZON JIMENEZ Notary No. 242 of the city of Mexico OR. ROD ARZÓN 23 100796 Civil for the Federal District and its corresponding of the Civil Codes of the States of the Mexican Republic and Gualódigo Civil Federal. In an enunciative and not limiting way, the following faculties are mentioned, among others: ----- I. - To attempt and desist from all kinds of proceedings, including protection. II. - To compromise in arbitrators. III. - To absolve and articulate positions IV. - To recuse. V. - To make asset transfers. VI. - To receive payments. ---------- VII. - To present complaints and complaints in criminal matters and to grant forgiveness when permitted by law. --- B) General power of attorney for administrative acts in the terms of the second paragraph of the aforementioned article. C) General power of attorney for acts of domain, in accordance with the third paragraph of the same article. ---. D) Power to grant and sign credit titles, in the terms of Article Ninth of the General Law of Titles and Credit Operations. E) Faculty to grant general or special powers and to revoke both, as well as to delegate to the attorneys designated by him, that they may in turn have substitution powers. F) As broad and fulfilled power as required by law for the attorneys in name and representation of the company to process before the Secretariat of Finance and Public Credit the requests and notifications before the Federal Taxpayers Registry, which is referred to the Federal Tax Code and its regulations, to present provisional payment declarations, to provide information related to their identity, their domicile and in

24 100796 General about their tax situation, make payments, such as penalties and fines, claim the refund of the improper payment of taxes, fees and any other type of contributions, receive checks for the refund of the improper payment of taxes, fees and any other type of contributions, receive notifications, offer and render evidence, as well as to present promotions and receive the replacement of the tax identification card or as many documents as necessary as well as to carry out the procedures, management and obtaining of the Advance Electronic Signature of the company before the Tax Administration Service, enjoying in the latter case and limited to this effect, a general power for acts of administration; and in all cases, the attorneys appointed here will be authorized to carry out all and each of the procedures that are necessary and convenient for this purpose. For the purposes mentioned above, the attorneys will have no limitation and may sign any type of public and private documentation. LIMITATION: The attorneys appointed above will exercise the powers referred to in paragraphs A), B) and F) and their respective substitution powers referred to in paragraph E), jointly or separately, and for those referred to in paragraphs C) and D) and their respective substitution powers referred to in paragraph E), they must act jointly any two of the appointed attorneys. III. - Appoint Mr. René Calzada Montiel as the company's commissioner. THIRD. - The parties to this deed declare that the sum of ONE HUNDRED THOUSAND PESOS, NATIONAL CURRENCY, amount of the minimum fixed capital, is in the box of the company. I, THE NOTARY PUBLIC, CERTIFY: -------------------. I. - That in my opinion the parties have legal capacity for the celebration of this act and that I assured myself of their identity.

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. zza do the city of Mexica DR ROBERTO GARZON JIMENEZ Notary No. 242 of the City of Mexico GARZON 25 100796 To the relationship that I add to the appendix of this deed randetra “B”. I warned and explained to the parties in compliance with what is established by the “Federal Law for the Protection of Personal Data in Possession of Individuals” that their “Personal Data” will be used in the manner stipulated in the “Privacy Notice” which was made available to them prior to the signing of the deed and which they declare to know in its entirety, granting their full consent to the signing of this instrument. III. - I warned the parties that they must show me that they have submitted the application for registration of the company in the Federal Taxpayers Registry within the month following the date of signature of this deed and that in case of not exhibiting said application to me, I will proceed to give the corresponding notice to the competent tax authorities. IV. - To comply with what is established in article twenty-seven of the Federal Tax Code and the rule of the Fiscal Miscellany number two point four point thirteen, the parties show me the registration certificates in the Federal Taxpayers Registry and which I add in photocopy to the appendix of this deed as a whole with the letter “C”. V. - I warned the parties of the obligations that they have under Article 22 of the Regulation for the Authorization of Use of Names and Social Reasons, which is of the literal following: “Article 22. - The Societies or Associations that use or pretend to use a Name or Social Reason shall have the following obligations: I. To respond for any damage, injury or affectation that may be caused by the improper or unauthorized use of a Name or Social Reason in accordance with the Law and this Regulation, N.

26 100796 II. Provide the Secretary with the information and documentation that is requested in writing or through the system in relation to the use of a Denomination or Business Name/ at the time of reserving the Denomination or Business Name, during the time it is in use, and after the Release Notice has been given in respect of the Denomination or Business Name. The obligations established in the preceding fractions must be reflected in the instrument by which the constitution of the Society or Association or the change of its Denomination or Business Name is formalized.------. VI. - That the appearing parties declare by their generalities to be: ALBERTO JESUS RAMIREZ REYES, Mexican, Teoloyucan, State of Mexico, place of birth on the fourteenth of September of nineteen eighty-four, single, with domicile in Revolution number one thousand two hundred ninety-seven, interior thirty-three, Campestre Colony, Territorial Demarcation Álvaro Obregón, Postal Code zero thousand four hundred ten, in Mexico City, Carbon Coordinator Forest, with Federal Taxpayers Registry number: "RARA8409142B1" (RARA eight four zero nine one four two B one) and with Unique Population Registry Key number: "RARA840914 HMCMYL04" (RARA eight four zero nine one four HMCMYL zero four). RENE ALBERTO IBARRA JIMENEZ, Mexican, native of Mexico City, place of birth on the fourteenth of May of nineteen eighty-six, single, with domicile in Twenty walker number sixteen "B", interior three, Acueducto de Guadalupe Colony, Territorial Demarcation Gustavo A. Madero, Postal Code zero seven thousand two hundred seventy, in Mexico City, Forest Communities Coordinator, with Federal Taxpayers Registry number: "IAJR860514JD3" (IAJR eight six zero five one four JD three) and with Unique Population Registry Key number: "IAJR860514HDFBMN02" (IAJR eight six zero five one four HDFBMN zero two).

NOTARIES 229 242 LIC. MARCO ANTONIO RUIZ AGUIRRE Notary No. 229 of Mexico City DR ROBERTO GARZON JIMENEZ Notary No 242 of Mexico City 27 GOBERTO GARZÓN 100796, UNITED 4, TBRÉSA STATTERSFIELD YARZA, Mexican, native of the City of Mexico Lagar where he was born on the sixteenth of March of one thousand seven hundred and seventy-six, married, with domicile in Condor number thirty-one, house six, Colonia Las Águilas, Territorial Demarcation of Álvaro Obregón, postal code zero thousand seven hundred and ten, in the City of Mexico, project manager, with Federal Taxpayers Registry number: "TAYT7603169S3" (TAYT seven six zero three one six nine S three) and with Unique Population Registration Key number: "TAYT760316MDFTRRO4 (TAYT seven six zero three one six MDFTRR zero four). VII. - That I made known to the parties the right they have to read this instrument personally. VIII. - That I had in view the documents mentioned in this deed. IX. - That having been read and explained this deed to the parties and warned of the penalties incurred by those who declare falsely, having fully identified myself as notary, they manifested their conformity with it, as well as their full understanding and they signed it on the day two of August of the current year, same moment in which I authorize it definitively. I give faith. Signature of the gentlemen Maria Teresa Tattersfield Yarza, Rene Alberto Ibarra Jimenez and Alberto Jesús Ramírez Reyes. Marco Antonio Ruiz Aguirre.-------------------Signature. ---. The seal of authorization. NOTES TO THE APPENDIX. Note one. With the letters "E" "ри and "G" I add to the appendix of this instrument the documents in which the fulfillment of the legal requirements originated by the same is proven. I give faith. Mexico City, on the second of September of two thousand twenty-one ---Rubric. R. Garzón.

28 100796 To comply with the provisions of Article 2554 of the Civil Code in force in Mexico City, the following is transcribed: "ART. 2554. - In all general powers of attorney for lawsuits and collections, it shall suffice to state that they are granted with all general faculties and the special ones that require a special clause in accordance with the law, so that they are understood to be conferred without any limitation. In general powers of attorney for property management, it shall suffice to state that they are given with that character so that the attorney-in-fact has all kinds of administrative faculties. In general powers of attorney for acts of ownership, it shall suffice to state that they are given with that character so that the attorney-in-fact has all the faculties of an owner, both with respect to the property and to make all kinds of efforts to defend them. When the faculties of the attorneys-in-fact are to be limited in the three aforementioned cases, the limitations shall be recorded, or the powers shall be special. - Notaries shall insert this article in the testimonies of the powers they grant". ROBERTO GARZON JIMENEZ, HOLDER OF NOTARY NUMBER TWO HUNDRED AND FORTY-TWO OF MEXICO CITY, ACTING AS ASSOCIATE IN THE PROTOCOL OF NOTARY NUMBER TWO HUNDRED AND TWENTY-NINE, OF WHICH LICENCIADO MARCO ANTONIO RUIZ AGUIRRE IS THE HOLDER. ----- I ISSUE THE FIRST TESTIMONY FIRST IN ORDER TO ACCREDIT THE CONSTITUTION OF "BRET CONSULTORES", A VARIABLE CAPITAL INVESTMENT PROMOTION CORPORATION, IN TWENTY-EIGHT PAGES. MEXICO CITY, SEPTEMBER SEVENTH, TWO THOUSAND TWENTY-ONE. I ATTEST. mev OBERTO SAN OF MEXICO

SECRETARY OF ECONOMICS Immediate web registration Public Registry of Commerce Mexico City GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number REGISTRATION RECEIPT REGISTRY RECORDS FME N-2021070677 Name/Denomination trade name "BRET CONSULTORES", VARIABLE CAPITAL INVESTMENT PROMOTION CORPORATION NCI 202100223618 ENTRY DATA Date and time 09/23/2021 04:32:55 T.CENTRO Applicant MARCO ANTONIO RUIZ AGUIRRE DOCUMENT INFORMATION No. of document 100796 Type of document Deed Notary / Authority Marco Antonio Ruiz Aguirre REGISTERED ACTS FME N-2021070677 Precoded forms Act name M4-Constitution of Corporation Constitution of commercial corporation Entry date 09/23/2021 04:32:55 T.CENTRO Payment reference No. N° 21465465 PAYMENT RELATED TO THE APPLICATION Date 09/23/2021 04:30:32 T.CENTRO Amount $2,549.00 RESPONSIBLE OFFICE SIGNATURE Name Jose Luis Flores Granados Signature a2df6f73810de10c2c56fcb237be2fd0fae22d90 Digital time stamp seal 20210923213257.543Z IS2v83utx4nYr6E20x2E00668N671 F/XIX52X<MbEEndhKo9bh Tanue DIGITAL TIME STAMP SEAL kLCsqihymJTV2.Fsatak5x ‡YSSYACIUSRKOIRS KXQYR6X8ZKWx3/1Bm n416V8 ExmizmE8 ch81 IT WAS SIGNED AND NOTED IN

SECRETARY OF ECONOMICS Public Registry of Commerce Mexico City Immediate web registration GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number Responsible office Jose Luis Flores Granados >24294938 FUHR7TYIPe5oAJWyAe1/+z4Qy0M=|>24305978 aMKGKmEaCrey3fxzysWAPylb3hU=| F/zckNb4S2zd6DVUKck429gdk/4DwjqA3k0R/7QPVJfJ5AZIDUO1EynewKUK4zmuVEnRru5UjpZ6Zeg30tiPO12PQ/OMT/ irqYrfHzOhiex19K5pEX5TBAZAJKuqvNbVCbpONH×4E830tv3115PiWunkfB80d5/QouSU5hm6GxqNqalgeX +vOaKdUb8HGvNmzixtKPnomQw5amH/+ygZxJpOWCDOHZ/LJJHH/GL/ ygMiYQ2Mtz0rlzvm/xOwBdwp75g17WKzía8iltZwrc7sjW4×VrADpsn3/VIRBSn8LI7q3NyZ506qUsu/ 31A001 EQDfoLCiOExyB×M4R/VQN/w==

SECRETARY OF ECONOMICS Public Registry of Commerce Mexico City Constitution of Company GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number M4 - Corporation Constitution Commercial Corporation Variable Capital Investment Promotion Corporation Yes No By means of instrument No. 100796 Book: Dated: 02/08/2021 Formalized before: Notary Public Name: Marco Antonio Ruiz Aguirre State No.: Mexico City Municipality: The company was established under the name (including trade type): "BRET CONSULTORES", VARIABLE CAPITAL INVESTMENT PROMOTION CORPORATION Indefinite duration Domicile in: MEXICO CITY Entity Mexico City Municipality 3922 229 Cuajimalpa de Morelos Cuajimalpa de Morelos Main corporate purpose a).- Design of methodologies, consultancy and project development, intermediary in the purchase and sale of credits derived from the capture or mitigation of carbon and other greenhouse gases to the atmosphere. b).- Import, manufacture, assembly, leasing and subleasing of all types of equipment and machinery for environmental protection. c).- Enter into all necessary legal acts to fulfill its corporate purpose. d).- Acquire shares or social or interest parts in other companies or associations. d).- Obtain and grant all kinds of credits or financing, necessary or convenient for the development of its corporate purpose, as well as to establish all kinds of real or personal guarantees to guarantee such credits. f).- Issue, subscribe, endorse and in general negotiate all kinds of credit titles and enter into all kinds of credit operations. g).- In general, acquire all kinds of assets and carry out all kinds of acts and contracts, necessary or convenient for the development of this corporate purpose. Therefore, the company may, enunciatively and not limitatively: I.- Carry out all kinds of commercial acts, being able to buy, sell, import and export all kinds of items and goods related to the above purpose. II.- Produce all kinds of products related to its corporate purpose. III.- Acquire by any title patents, industrial trademarks, trade names and any other type of industrial, literary or artistic property rights. IV.- Obtain by any

SE ECONOMY SECRETARIAT Public Registry of Commerce Mexico City Immediate web registration GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number Office Responsible Jose Luis Flores Granados> 24294938 FUHR7TYIPe5oAJWyAe1 / +z4Qy0M = | > 24305978 aMKGKmEaCrey3fxzysWAPylb3hU = | F / zckNb4S2zd6DVUKck429gdk / 4DwjqA3k0R / 7QPVJfJ5AZIDUO1EynewKUK4zmuVEnRru5UjpZ6Zeg30tiPO12PQ / OMT / irqYrfHzOhiex19K5pEX5TBAZAJKuqvNbVCbpONH × 4E830tv3115PiWunkfB80d5 / QouSU5hm6GxqNqalgeX +vOaKdUb8HGvNmzixtKPnomQw5amH / +ygZxJpOWCDOHZ / LJJHH / GL / ygMiYQ2Mtz0rlzvm / xOwBdwp75g17WKzía8iltZwrc7sjW4×VrADpsn3 / VIRBSn8LI7q3NyZ506qUsu / 31A001 EQDfoLCiOExyB × M4R / VQN / w ==

SE ECONOMY SECRETARIAT Public Registry of Commerce Mexico City Constitution of Company GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number Subscribed as follows: CURP RFC Name / Denomination / First surname Second surname trade name ALBERTO JESUS RAMIREZ RENE ALBERTO IBARRA REYES JIMENEZ MARIA TERESA TATTERSFIELD YARZA Nationality Mexican Mexican Mexican No. partial shares or parts 34 33 33 Series Value Total 34,000 33,000 33,000 34,000 33,000 33,000 X Collegiate Unipersonal With powers for: 1.- General power for lawsuits and collections, with all the general faculties and even with the special ones that according to the law require a power or special clause, in the terms of the first paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District (currently Mexico City) and its correlative in the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code, so for this purpose it will enjoy, among others, the following: A.- To initiate and withdraw all kinds of proceedings, including amparo. B.- To compromise. C.- To commit to arbitrators. D.- To absolve and articulate positions. E.- To recuse. F.- To make assignments of goods. G.- To receive payments. H.- To file complaints and complaints in criminal matters and to withdraw them when the law allows it. II. General power for lawsuits and collections and acts of administration in labor matters, with all the general faculties and even with the special ones that according to the law require a power or special clause, in the terms of the first and second paragraphs of article two thousand five hundred fifty-four of the Civil Code for the Federal District and its correlative of the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code, in accordance with articles eleven, six hundred ninety-two and seven hundred thirteen, of the Federal Labor Law, promoting,

SE SECRETARY OF ECONOMY Public Registry of Commerce Mexico City Constitution of Society GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number Name Last name Appointed as attorney(s) Second last name RFC/Birthdate Faculties A) General power of attorney for lawsuits and collections, with all general faculties and even with the special ones that, according to the law, require a special power or clause, in the terms of the first paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District and its correlative of the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code. Among other faculties, the following are mentioned enunciatively and not limitatively: I To initiate and withdraw from any type of proceedings, including amparo. II. To settle. III. To commit to arbitrators. IV. To absolve and articulate positions, V. To recuse. VI. To transfer assets. VII. To receive payments. VIII. To file complaints and accusations in criminal matters and to grant pardons when permitted by law. B) General power of attorney for administrative acts in the terms of the second paragraph of the aforementioned article. C) General power of attorney for acts of dominion, in accordance with the third paragraph of the same article. D) Power to grant and subscribe credit titles, in the terms of article nine of the General Law of Credit and Operations. E) Faculty to grant general or special powers and to revoke them, as well as to delegate to the attorneys designated, the power to have substitution faculties. F) Power as broad and fulfilled as required by law so that the attorneys, on behalf and representation of the society, process before the Secretariat of Finance and Public Credit the requests and notices before the Federal Register of Taxpayers, referred to in the Federal Fiscal Code and its regulations, file statements, issue certificates and documents, file provisional payment statements, provide information regarding their identity, domicile, and, in general, their tax situation, make payments, such as surcharges and fines, claim the return of undue payment of taxes, fees, and any other type of contributions, receive checks for the refund of undue payment of taxes, fees, and any other type of contributions, receive notifications, offer and provide evidence, as well as to file promotions and receive the replacement of the fiscal identification card or any documents that are necessary, as well as to carry out the processing, management, and obtaining of the Electronic Advanced Signature of the company before the Tax Administration Service, enjoying in this last case, and limited to such effect, a general power of attorney for administrative acts; and in all cases, the attorneys designated here will be authorized to carry out each and every one of the necessary and convenient procedures for such purposes. For the aforementioned purposes, the attorneys will have no limitation and may sign any type of public and private documentation. LIMITATION: The attorneys previously designated will exercise the faculties referred to in subparagraphs A), B), and F), and their respective substitution faculties referred to in subparagraph E), jointly or separately, and with respect to the faculties referred to in subparagraphs C) and D), and their respective substitution faculties referred to in subparagraph E)., they must act jointly, any two of the designated attorneys.

SE SECRETARY OF ECONOMY Public Registry of Commerce Mexico City Constitution of Society GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number Name RENE ALBERTO Surname IBARRA Appointed representative(s): Surname JIMENEZ RFC/Date of birth Powers: A) General power of attorney for disputes and collections, with all general powers and even with special ones that require power or special clause, under the terms of the first paragraph of Article 2,554 of the Civil Code for the Federal District and its counterpart in the Civil Codes of the other States of the Mexican Republic and the Federal CM Code. Among other powers, the following are mentioned in an enumerative and not limiting manner: I. To initiate and withdraw all kinds of proceedings, including amparo. II. To settle disputes. III. To commit to arbitrators. IV. To absolve and articulate positions. V. To challenge. VI. To make assignments of property. VII. To receive payments. VIII. To file complaints and lawsuits in criminal matters and to grant forgiveness when permitted by law. B) General power of attorney for acts of administration under the terms of the second paragraph of the aforementioned article. C) General power of attorney for acts of ownership, in accordance with the third paragraph of the same article. D) Power of attorney to grant and subscribe to credit titles, under the terms of Article 9 of the General Law on Titles and Credit Operations. E) Authority to grant general or special powers of attorney and to revoke them, as well as to delegate to the representatives designated the power to substitute powers. F) As broad and complete power as required by law for the representatives, on behalf and in representation of the company, to process requests and notifications before the Secretariat of Finance and Public Credit, related to the Federal Taxpayer Registry, as referred to in the Federal Fiscal Code and its regulations, to file statements, issue certificates and documents, file provisional payment statements, provide information related to their identity, address, and in general, their tax situation, make payments, such as surcharges and fines, claim the return of improperly paid taxes, fees, and any other type of contributions. The representatives appointed here will be authorized to carry out all necessary and convenient procedures for this purpose, without any limitation. LIMITATION: The aforementioned representatives will exercise the powers referred to in Items A), B), and F), and their respective substitution powers referred to in Item E), jointly or separately, and as regards the powers referred to in Items C) and D), and their respective substitution powers referred to in Item E), they must act jointly with any two of the appointed representatives.

The Secretary of Economy, Public Registry of Commerce, Mexico City, Constitution of Society, Government of Mexico City, 202100223618003E, Unique Document Number, First Name: (not specified), Last Name: (not specified), Appointee(s) Last Name: (not specified), RFC/Birth Date, Powers: A) General power of attorney for litigation and collection, with all general and special faculties that according to the law require power or special clause, under the terms of the first paragraph of Article 2554 of the Civil Code for the Federal District and its counterpart of the other Civil Codes of the States of the Mexican Republic and the Federal Chil Code. Among other faculties, the following are mentioned, enunciatively and not limitatively: I. To try and withdraw from all kinds of proceedings, including protection. II. To settle disputes. III. To commit to arbitration. IV. To absolve and articulate positions. V. To challenge. VI. To make assignments of property. VII. To receive payments. VIII. To file complaints and criminal complaints and to grant forgiveness when permitted by law. B) General power of attorney for acts of administration under the terms of the second paragraph of the aforementioned article. C) General power of attorney for acts of dominion, in accordance with the third paragraph of the same article. D) Power to grant and subscribe to credit titles, under the terms of Article Nine of the General Law of Titles and Credit Operations. E) Authority to grant general or special powers of attorney and to revoke both, as well as to delegate to the appointed representatives, so that they, in turn, can have powers of substitution. F) Power as broad and complied with as required by law so that the attorneys, on behalf and representation of the company, process before the Ministry of Finance and Public Credit, the requests and notices before the Federal Taxpayers' Registry, referred to in the Fiscal Code of the Federation and its regulation, issue statements and documents, present provisional payment declarations, provide information related to their identity, their domicile, and in general, their tax situation. Make payments, such as surcharges and fines, claim the refund of undue payments of taxes, duties, and any other type of contributions. Receive notifications, offer and provide evidence, as well as present promotions and receive the replacement of the tax identification card or any documents that may be necessary, as well as carry out the processing, management, and obtaining of the Advanced Electronic Signature of the company before the Tax Administration Service, enjoying in this last case and limited to that effect, a general power of attorney for acts of administration. In all cases, the appointed attorneys will be authorized to carry out each and every one of the procedures that are necessary and convenient for this purpose. For the purposes mentioned above, the appointed attorneys will have no limitation and may sign any type of documentation that is public and private. LIMITATION: The attorneys previously appointed will exercise the faculties referred to in subparagraphs A), B), and F), and their respective substitution faculties referred to in subparagraph E), jointly or separately, and as far as the faculties referred to in subparagraphs C) and D) and their respective substitution faculties referred to in subparagraph E) are concerned, they must act jointly, any two of the appointed attorneys. Page 7 of 10.

SECRETARY OF ECONOMY

Public Registry of Commerce

Mexico City

Company Formation

GOVERNMENT OF MEXICO CITY

202100223618003E

Unique Document Number

Name: MARIA TERESA

Last name: TATTERSFIELD

One or more attorneys were named:

Last name: YARZA

Tax ID/Date of birth: ---

Authorized powers:

A) General power for lawsuits and collections, with all the general and special powers that, according to the law, require power of attorney or special clause, in the terms of the first paragraph of article 2554 of the Civil Code for the Federal District and its corresponding provisions in the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code. By way of example and not limited to, among other powers, the following are mentioned:

I. To attempt and desist from any kind of proceedings, including amparo.

II. To compromise.

III. To agree to arbitration.

IV. To absolve and articulate positions.

V. To recuse.

VI. To make assignments of property.

VII. To receive payments.

VIII. To file complaints and lawsuits in criminal matters and to grant pardons when permitted by law.

B) General power for acts of administration in the terms of the second paragraph of the aforementioned article.

C) General power for acts of dominion, in accordance with the third paragraph of the same article.

D) Power to grant and subscribe to credit titles, in the terms of article nine of the General Law of Credit Titles and Operations.

E) Authority to grant general or specific powers of attorney and to revoke them, as well as to delegate them to the attorneys it designates, which can in turn have powers of substitution.

F) As broad and comprehensive a power as required by law for the attorneys, in the name and representation of the company, to process before the Secretary of Finance and Public Credit the requests and notices before the Federal Taxpayers' Registry, referred to in the Fiscal Code of the Federation and its regulations, to present statements, issue certificates and documents, present provisional payment statements, provide information related to their identity, domicile, and generally their tax situation, to make payments, such as surcharges and fines, claim the refund of undue payments of taxes, duties and any other type of contribution.

The attorneys designated herein will exercise the powers referred to in items A), B) and F) and their respective powers of substitution referred to in item E), jointly or separately, and for the powers referred to in items C) and D) and their respective powers of substitution referred to in item E), any two of the designated attorneys must act jointly.

SE SECRETARY OF ECONOMY Public Registry of Commerce Mexico City Incorporation of Company GOVERNMENT OF MEXICO CITY 202100223618003E Unique Document Number Name Last name The following person was appointed as attorney(s): Mother's last name RFC/Birthdate Powers A) General power of attorney for legal proceedings and collections, with all general powers and even with the special ones that, according to the law, require power of attorney or special clause, in the terms of the first paragraph of article two thousand five hundred fifty-four of the Civil Code for the Federal District and its counterpart of the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code. Among other faculties, the following are mentioned: I.- To try and desist from all kinds of procedures, including protection. II.- To compromise. III.- To commit to arbitrators. IV.- To absolve and articulate positions. V.- To challenge. VI.- To make a transfer of goods. VII.- To receive payments. VIII.- To file complaints and criminal charges and to grant pardon when permitted by law. B) General power of attorney for acts of administration in the terms of the second paragraph of the aforementioned article. C) General power of attorney for acts of ownership, in accordance with the third paragraph of the same article. D) Power to grant and subscribe credit titles, in accordance with the ninth article of the General Law of Titles and Operations of Credit. E) Faculty to grant general or special powers of attorney and to revoke one and the other, as well as to delegate to the attorneys appointed by it, so that they may in turn have substitution faculties. F) As broad and comprehensive power as required by law so that the attorneys on behalf and representation of the company can process before the Secretariat of Finance and Public Credit the applications and notices before the Federal Registry of Taxpayers, referred to in the Federal Fiscal Code and its regulations, file declarations, issue certificates and documents, file provisional payment declarations, provide information related to their identity, domicile, and in general, about their tax situation, make payments, such as surcharges and fines, claim the refund of the undue payment of taxes, rights, and any other type of contributions, receive notifications, offer and present evidence, as well as to submit promotions and receive the replacement of the fiscal identification certificate or any documents that may be necessary, as well as to carry out the processing, management, and obtaining of the Advanced Electronic Signature of the company before the Tax Administration Service, enjoying in this latter case and limited to such effect, a general power of attorney for acts of administration; and in all cases, the attorneys designated herein shall be authorized to carry out each and every one of the necessary and convenient procedures for such purpose. For the aforementioned purposes, the attorneys shall have no limitation and may sign any type of documentation that is public and private. LIMITATION: The attorneys previously designated shall exercise the faculties referred to in clauses A), B), and F) and their respective substitution faculties referred to in clause E), jointly or separately, and as regards the faculties referred to in clauses C) and D) and their respective substitution faculties referred to in clause E), they must act jointly, any two of the attorneys appointed. Oversight body composed of: COMMISSIONER: RENÉ CALZADA MONTIEL. Authorization of name/ business name Permission of the Ministry of Foreign Affairs/ Ministry of Economy File Number/CUD No. A202107280915408169 Date: 28/07/2021 Registration data NCI 202100223618 Registration date Admission date 23/09/2021 04:32:55 T.CENTRO Office responsible Page 9 of 10

SECRETARY OF ECONOMY

Public Registry of Commerce

Mexico City

Company Constitution

GOVERNMENT OF MEXICO CITY

Unique Document Number 202100223618003E

Name: [not specified]

Last name: [not specified]

An attorney was appointed with the following name and information:

Last name: [not specified]

RFC/Date of birth: [not specified]

Powers:

General power of attorney for litigation and collections, with all the general and special powers that, according to the law, require a power of attorney or special clause, in accordance with the first paragraph of article 2,554 of the Civil Code for the Federal District and its equivalent in the other Civil Codes of the States of the Mexican Republic and the Federal Civil Code. Among other powers, the following are mentioned, enunciatively and not limitatively: I.- To initiate and desist from all kinds of proceedings, including amparo. II.- To settle. III.- To commit to arbitrators. IV.- To absolve and articulate positions. V.- To recuse. VI.- To dispose of property. VII.- To receive payments. VIII.- To file complaints and criminal complaints and to grant pardons when permitted by law.

General power of attorney for acts of administration in the terms of the second paragraph of the aforementioned article.

General power of attorney for acts of ownership, in accordance with the third paragraph of the same article.

Power to grant and subscribe to credit titles, in the terms of article nine of the General Law of Credit Titles and Operations.

Power to grant general or special powers and to revoke them, as well as to delegate to the attorneys appointed, that they may in turn have substitution powers.

Power as broad and complete as required by law so that the attorneys, on behalf and in representation of the company, may process before the Ministry of Finance and Public Credit the requests and notices before the Federal Taxpayers Registry, referred to in the Federal Fiscal Code and its regulations, submit statements, issue certificates and documents, present provisional payment declarations, provide information related to their identity, their domicile and in general on their tax situation, make payments, such as surcharges and fines, claim the refund of undue payment of taxes, fees and any other type of contribution, receive checks for the refund of undue payment of taxes, fees and any other type of contribution, receive notifications, offer and present evidence, as well as to submit promotions and receive the replacement of the tax identification card or any necessary documents as well as to carry out the processing, management and obtaining of the Advanced Electronic Signature of the company before the Tax Administration Service, enjoying in the latter case and limited to such effect, a general power of attorney for acts of administration; and in all cases, the attorneys appointed here will be authorized to carry out each and every one of the procedures that are necessary and convenient for this purpose. For the aforementioned purposes, the attorneys will have no limitation and may sign any type of documentation that is public and private. LIMITATION: The attorneys previously appointed will exercise the faculties referred to in sections A), B) and F) and their respective substitution faculties referred to in section E), jointly or separately, and as far as the faculties referred to in sections C) and D) and their respective substitution faculties referred to in section E) are concerned, they must act jointly any two of the appointed attorneys.

Supervision body formed by:

Comptroller: René Calzada Montiel.

Authorization of trade name / company name

Permission from the Ministry of Foreign Affairs / Ministry of

gob.mx ROSEA? SECRETARY OF ECONOMY - GENERAL DIRECTORATE OF MERCANTILE REGULATIONS 12 CITY

In accordance with Article 22 of the Regulation for the Authorization of the Use of Denominations and Business Names, societies or associations that use or intend to use a Business Name have the following obligations:

I. Respond for any damage, harm, or affectation that could be caused by the unauthorized or improper use of the Business Name granted through this Authorization, in accordance with the Foreign Investment Law and the Regulation for the Authorization of the Use of Denominations and Business Names.

II. Provide the Ministry of Economy with the information and documentation required in writing or through the System regarding the use of the Business Name granted through this Authorization, at the time it was reserved, during the time it is in use, and after the corresponding Notice of Release has been given.

The obligations established in the preceding sections must be included in the instrument by which the constitution of the Society or Association is formalized or the change of its Business Name.

This Authorization has a validity of 180 natural days from the date of its issuance and is granted without prejudice to the provisions of Article 91 of the Industrial Property Law.

FISCAL IDENTIFICATION CARD OR BARZON © TREASURY AND SAT 3) TREASURY SAT FISCAL SITUATION CERTIFICATE RARA8409142B1 "ONDO A GERTO JESUS RAMREZ. Federal Taxpayer Registry REYES Name, denomination or business name IdCIF: 18070114787 VALIDATE YOUR TAX INFORMATION Taxpayer Identification Data RFC: RARA8409142B1 CURP: RARA840914HMCMYL04 First Name(s): ALBERTO JESUS First Surname: RAMIREZ Second Surname: REYES Start date of operations: APRIL 27, 2004 Status in the registry: ACTIVE Date of last status change: APRIL 27, 2004 Commercial name: Place and date of issue TEOLOYUCAN, MEXICO APRIL 7, 2021 RARA8409142B1 Location data: Postal code: 54770 Street name: CALLE NUEVO LEON Interior number: Locality name: State name: MEXICO Type of road: STREET Exterior number: 58 Neighborhood name: BARRIO TLATENCO Name of the municipality or territorial demarcation: TEOLOYUCAN Between street: CALLE ZITACUARO GOVERNMENT OF MEXICO COMER Page (1) of [3] Contact Av. Hidalgo 77. col. Guerrera, cp. 06300, Mexico City Telephone attention: 627 22 728 from Mexico City, 001 (55) 627 22 728 from the rest of the country, and from the US and Canada 1 877 44 80 726, or email denuncias@sar.gob.mx.

CATEGORY 015200 Street: CALLE MONTERREY Tol. Eljó Lada: 503 33 31 F Psi Earnings Economic Activities: Order Number: 914-5460 Economic Activity Environmental Consulting Independent Artists and Technicians Singers and Musical Groups 80 Percentage Start Date 02/07/2018 02/07/2018 02/07/2018 End Date Regimes: Regime Regime of Individuals with Business and Professional Activities Salary and Wages and Assimilated Income Regime Start Date 08/20/2010 01/01/2017 End Date Obligations: Description of Obligation Annual income tax return. Individuals. Informative VAT return with the annual ISR Monthly definitive payment of VAT Declaration of VAT suppliers Monthly provisional payment of ISR for professional services Regime of Business and Professional Activities Description Due date No later than April 30 of the following year. Together with the annual declaration of the year. No later than the 17th day of the month immediately following the corresponding period. No later than the last day of the month immediately following the corresponding period. No later than the 17th day of the month immediately following the corresponding period. Start date 08/20/2010 End date 08/20/2010 08/20/2010 08/20/2010 08/20/2010 Your personal data is incorporated and protected in the SAT systems, in accordance with the Personal Data Protection Guidelines and various tax and legal provisions on confidentiality and data protection, in order to exercise the powers conferred on the tax authority. If you wish to modify or correct your personal data, you can go to any Tax Services Module and/or through the address http://sat.gob.mx.

Title: GOVERNMENT OF MEXICO COTMER

Contact: Av. Hidalgo 77, Guerrero neighborhood, zip code 06300, Mexico City

Telephone attention: 627 22 728 from Mexico City or 01 (55) 627 22 728 from the rest of the country

From the United States and Canada: 1 877 44 88 723

Email: denuncias@sat.gob.mx

SINTEXTO

Title: TAX IDENTIFICATION CERTIFICATE

Hacienda SAT

Federal Taxpayers Registry (RFC) registration

Name: RENE ALBERTO IBARRA JIMENEZ

IDCIF: 16020291506

RFC: IAJR860514JD3

CURP: IAJR860514HDFBMN02

First name(s): RENE ALBERTO

Last name: IBARRA JIMENEZ

Starting date of operations: SEPTEMBER 19, 2013

Status in the registry: ACTIVE

Last change of status: SEPTEMBER 19, 2013

Commercial name: RENE ALBERTO IBARRA JIMENEZ

Location data: Postal code: 07270

Valid address: 20

Interior number: DEPTO 003

Locality name:

Federal entity: MEXICO CITY

Hacienda SAT

Certificate of Fiscal Status

Place and date of issue: GUSTAVO A MADERO, MEXICO CITY, JULY 5, 2021

Viality type: ANDADOR

Exterior number: BUILDING 18, ENTRANCE B

Neighborhood name: U. HAB. ACUEDUCTO DE GUADALUPE

Municipality or territorial demarcation name: GUSTAVO A MADERO

Between street: CALLE BRISAS

Title: GOVERNMENT OF MEXICO COFFMER

Contact: Av. Hidalgo 77, Guerrero neighborhood, zip code 06300, Mexico City

Telephone attention: 627 22 728 from Mexico City or 01 (55) 627 22 728 from the rest of the country

From the United States and Canada: 1 877 44 88 728

Email: denuncias@sat.gob.mx

SINTEXTO

Title: ACTIVITIES ECONOMICS

Order 422

City: S

Economic activity: Salaried

Service: Environmental consulting

Email: antares_86@hotmail.com

Numbers: 53898582, 552/272-2553

Percentage: 180, 40

Starting date: 01/07/2021

Regimes:

Wages and Salaries and Income Assimilated to Salaries

Individuals with Business and Professional Activities

Starting date: 19/09/2013, 01/07/2021

Obligations:

Annual income tax return. Individuals

VAT supplier declaration

Monthly provisional payment of income tax for professional services. Business and Professional Activities Regime

Monthly definitive payment of VAT

Due date: no later than April 30 of the following year, no later than the last day of the immediate month after the corresponding period, no later than the 17th day of the immediate month after the corresponding period, no later than the 17th day of the immediate month after the corresponding period

I Calle: BOULEVARD DEL TEMOLUdO Telephone: 63) Fixed Telephone Code: 63) Mobile Telephone Code: 04 2. Economic Activities. Order 422 CIUDAS S Salaried Economic Activity: Environmental Consulting Email: antares_86@hotmail.com Number: 53898582 Number: 552/272-2553 Percentage Start Date 180 01/07/2021 40 01/07/2021 End Date Regimes: Regime Salary and Wage Earners and Assimilated Salaries Regime for Individuals with Business and Professional Activities Start Date 19/09/2013 01/07/2021 End Date Obligations: Obligation Description Annual Income Tax Return. Individuals. VAT supplier declaration Monthly provisional payment of ISR for professional services. Business and Professional Activities Regime Monthly definitive payment of VAT. Description Due date No later than April 30 of the following year. No later than the last day of the immediately subsequent month to the corresponding period. No later than the 17th of the immediate month subsequent to the corresponding period. No later than the 17th of the immediate month subsequent to the corresponding period. Start Date End Date 01/07/2021 01/07/2021 01/07/2021 01/07/2021 Your personal data is incorporated and protected in the SAT systems, in accordance with the Personal Data Protection Guidelines and various tax and legal provisions on confidentiality and data protection, in order to exercise the powers conferred on the tax authority. If you wish to modify or correct your personal data, you can go to any Tax Services Module and/or through the address http://sat.gob.mx "Corruption has consequences, report it." If you know of any possible act of corruption or crime, file a complaint or report it through: www.sat.gob.mx, denuncias@sat.gob.mx from Mexico: 01 (55) 8852 2222, from abroad: 1 844 28 73 803, SAT mobile or www.got.mx/sfr". Original Chain Stamp: Digital Stamp: 112021/07/05IAJR860514JD3ITAX SITUATION CERTIFICATE|200001088888800000031|1 wMg9JReskd2d6HHdw/Hd7G3W4ruXVLKWIfoOebPI/XWimEvbfZ40AzZKPPNg6iRbdo9ykhPeV/wu7IcINFOvA6U GCbFAw1uCsY2WRnCW44x6d27ewGA2kp4gypPuMTOCovFQJkGYhHmpqmzkWAXbdpoLVOq+/WYIZJPD31Q O8Ak= Page (2] of [3) GOVERNMENT OF MEXICO COFRMER Contact Av. Hidalgo 77, col. Guerrera cp. 06300. Mexico City Phone number: 627 22 728 from Mexico City or 01 (55) 627 22 728 from the rest of the country. From the United States and Canada, call 1 877 44 88 728 denuncias@sat.gob.mx.

SINTEXTO

LOOKING FOR IF SHOAD DE NEASO NOTARY 242 Page (3] of [31 GOVERNMENT OF MEXICO COIMER Contact Av. Hidalgo 77, col. Guerrera cp. 06300, Mexico City Phone number: 627 22 728 from Mexico City or 01 (55) 627 22 728 from the rest

100796 + Bab.mx (SECRETARY OF ECONOMY - GENERAL DIRECTORATE OF MERCANTILE REGULATION) IN RECEIPT OF NOTICE OF USE

Unique Document Key (CUD) C202108060909103729

Resolution

Through this document and based on the provisions of Articles 15, 16, and 16A of the Foreign Investment Law; Article 34, Fraction XII bis of the Federal Organic Law of Public Administration; Article 69 C Bis of the Federal Law of Administrative Procedure; Article 38, fractions XXII and XXIV of the Internal Regulation of the Ministry of Economy, and Article 24 of the Regulation for the Authorization of Use of Denominations and Business Names, it is certified that, on the date and time indicated in the electronic signatures section below, the NOTICE OF USE OF THE FOLLOWING BUSINESS NAME OR TRADE NAME was received for the purposes of Article 24 of the Regulation for the Authorization of Use of Denominations and Business Names, on behalf of ROBERTO GARZON JIMENEZ: BRET CONSULTORES.

The terms with initial capital letters contained in this document will have the meaning attributed to them in the Regulation for the Authorization of Use of Denominations and Business Names, regardless of whether they are used in the singular or plural.

MEXICO COFFMER SE

Contact: Alfonso Reyes No. 30, Col. Hipódromo Condesa, Del. Cuauhtémoc, Ciudad de México

Switchboard: (55) 5729-9100

Unique Document Key: C202108060909103729

Page 1 of 5

Foreign Affairs 2021

Office of the Secretary

General Directorate of Legal Affairs

Mexico City, August 24, 2021

LIC. MARCO RUIZ AGUIRRE

NOTARY PUBLIC NUMBER 229 IN MEXICO CITY

In accordance with Article 14 of the Regulation of the Foreign Investment Law and the National Registry of Foreign Investments, the Article 27 Constitutional Permit Directorate of the General Directorate of Legal Affairs acknowledges receipt of the notice of Foreigner Agreement Celebration passed before their presence in the constitution of the following legal entity:

DENOMINATION: BRET CONSULTORES SAPI DE CV

PUBLIC DEED / POLICY NO.: 100796

DATE OF CONSTITUTION: August 2, 2021

Sincerely,

THE FIDUCIARY SUBDIRECTOR

LIC. JOSÉ ANTONIO SORIANO TRINIDAD

SECRETARY OF ECONOMY FOREIGN RELATIONS

ADMISSION CLAUSE FOR FOREIGNERS

ARTICLE 27 CONSTITUTIONAL PERMIT DIRECTOR

GENERAL DIRECTORATE OF LEGAL AFFAIRS

SECRETARY OF FOREIGN RELATIONS

Mexico City, August 2, 2021

In accordance with the provisions of Article 27, section I of the Political Constitution of the United Mexican States and Article 14 of the Regulation of the Foreign Investment Law and the National Registry of Foreign Investments, I notify you that on August 2, 2021, the legal entity "BRET CONSULTORES", ANONYMOUS VARIABLE CAPITAL INVESTMENT PROMOTING COMPANY", was constituted, in accordance with the authorization of the Ministry of Economy "A202107280915408169", dated 07/28/2021, before the presence of Lic. Marco Antonio Ruiz Aguirre, Notary Public No. 229, of Mexico City. Likewise, I inform you that the admission clause for foreigners was included in said instrument, having agreed the current or future partners before my presence to be considered as nationals in terms of the provisions of Article 14 of the Regulation of the Foreign Investment Law and the National Registry of Foreign Investments.

Name of Notary: LIC. MARCO ANTONIO RUIZ AGUIRRE

Address: JUAN SALVADOR AGRAZ No. 40. PISO 9, COL. SANTA FE DELEGACIÓN CUAJIMALPA, C.P. 05348, CD DE MÉXICO

Phone: 11-05-02-29 11-05-02-42

LIC. MARCO ANTONIO RUIZ AGUIRRE, NOTARY 229 OF CDMX

Signature and seal of Notary Public

Published in the Official Gazette of the Federation on June 15, 2012

Document 3:

Declaration of notaries and other public officials

Omission of submission of application for registration or notices of liquidation or cancellation of legal entities

SAT 610 GAR20M RFC:

Name: RUAM671215GFO Z MARCO ANTONIO RUIZ AGUIRRE

Type of declaration with declaration period

Operation number: 210020093677

City of normal operation

Exercise: 2021

Date and time of presentation: 02/09/2021 15:48

OPERATION DATA

DEED NUMBER

DATE OF SIGNING OF DEED

TYPE OF OPERATION

[100796

08/02/2021

INCORPORATION

CORPORATE NAME OR TRADE NAME

Exhibit 3.4

Document Translation: Ecapfin SAPI de CV

NoTARA 61.103.104

66.101.103.104 is an IPv4 address.

Mr. Javier Del Valle Palazuelos

Notary 61

Mr. Javier Del Valle Martinez Del Rio

Lawyer

Mr. Diego Del Valle Martinez Del Rio

Lawyer

Ms. Luisa Gonzalez Perez

LawyerC. 987654321]

Mr. Juan Manuel Garcia de Quevedo, ID No. 987654321.

Dean

Lvaro Garca de Quevedo F., Licentiate

Lawyer APT. 17

Ciruelos 304, 5th Floor, Apartment 17

COL. BOSQUES DE LAS LOMAS = Bosques de Las Lomas Neighborhood

11700 Mexico City

Five million two hundred fifty thousand five hundred sixty-one eleven.

52510054

Mr. Javier E. Del Valle Palazuelos. del Círculo de Bogotá

Notary 61 of Bogota Circle

Mexico City

Testimony

Writing Number 66,101 celebrada el día doce de marzo de dos mil dieciocho.

Minutes of Extraordinary General Meeting of Shareholders held on March 12th, 2018.

What does the MODIFICATION OF OBJECT OF SOCIETY and REFORM of Statutes contain? INVERSIONES, con domicilio social en Calle La Palma, número 5, de Madrid, inscrita en el Registro Mercantil de Madrid al tomo número 4, folio 1, sección 8, hoja número M-00000000

"ECAPFIN", SOCIETY ANONYMOUS PROMOTER OF INVESTMENTS, with its registered office at Calle La Palma, number 5, Madrid, registered in the Madrid Mercantil Register at volume number 4, folio 1, section 8, sheet number M-00000000.

VARIABLE CAPITAL INVERSION, requested by Mr. Jaime Sanchez

CURTAIN.

Cherry Orchard No. 304 5th Floor

Forests of the Hills

Mexico City

5250-5611

Five two five one - zero zero five four

PRL/ALOR is an abbreviation for Point-to-Point Relay Link/Autonomous Localization and Routing. It is a wireless communication protocol that enables the transfer of data between two or more devices in a decentralized manner. It is designed to be reliable, robust, and low-power, making it suitable for use in various industrial and home applications.

Volume 1385

Folio 114258

Javier E. Del Valle and Palazuelos

Notary No. 61

Mexico

66,101

Book One Thousand Three Hundred and Eighty-Five

In the City of Mexico, on the eleventh of March, two thousand eighteen, before me No.4, con oficina en la calle Medellín No. 13, de la ciudad de Medellín

Mr. Javier E. Del Valle y Palazuelos, Notary Public of Notary No. 4, with office at Medellín Street No. 13, in the city of Medellín. presente

Number sixty-one of Mexico City appears to grant this present. Ordinaria

This written record of PROTOCOLIZATION of Act of Ordinary General Assembly SOCIAL

Extraordinary Shareholders' Meeting, containing the MODIFICATION OF CORPORATE OBJECT S.L.

SOCIAL AND REFORM OF THE STATUTES OF THE "ECAPFIN", S.L. SOCIETY S.A.

Variable Capital Investment Promotion Corporation, S.A. empresa, participar en la reunin

Mr. JAIME SANCHEZ CORTINA, in his capacity as special delegate of the company, will participate in the meeting.

For the same purpose and to that effect it states:

BACKGROUND. fecha once de diciembre del ao dos mil diecisis, otorgada ante el Notario de Madrid, Sr. Pedro Prez, Don Juan Gmez, vecino de dicha capital, vendi la vivienda sita en la calle de Velzquez, nmero catorce, a Don Pedro Gonzlez.

I.- By deed number seventy one thousand five hundred and sixty-nine, dated December eleventh, two thousand sixteen, granted before the Notary of Madrid, Mr. Pedro Prez, Mr. Juan Gmez, resident of said capital, sold the dwelling located at Velázquez Street, number fourteen, to Mr. Pedro González. García

Dated March 27th, 2015, granted before the lawyer Juan García. Arzobispado de Sevilla.

Manuel Garcia de Quevedo Cortina, then Notary number fifty-five of the Archdiocese of Seville. bajo el nmero xxx

District Federal, registered in the Public Register of Commerce of the City of Mexico, under the number xxx. del dos mil dieciocho

In the Electronic Commercial Record No. "536080-1", dated May 27, 2018 Instituto Nacional de Investigacin Tecnolgica

In 2015, with prior authorization from the Ministry of Economy, the National Institute of Technological Research was constituted. Fondos de Inversin

Society called "E Refrigeration", Public Limited Company Promoting Investment Funds indeterminada

Variable Capital Investment, with domicile in Mexico City, Distrito Federal, of indefinite duration Pesos 00/100 M.N.)

Indefinite, variable capital, with a fixed minimum of $50,000.00 (Fifty Thousand Pesos 00/100 M.N.) la moneda

Mexican Peso is the national currency, with an unlimited exchange rate and an acceptance clause for the currency.

Foreigners.- From the aforementioned writing, I, the Notary, transcribe the following:. La adquisicin, enajenacin, arrendamiento, usufructo, permuta, explotacin, administracin, promocin, desarrollo, construccin, conservacin, reparacin, transformacin, comercializacin, distribucin y cualquier otra actividad de bienes inmuebles, muebles, intangibles, acciones, participaciones, valores, ttulos o cualquier otro activo, as como su financiamiento o el de terceros.

Article Three. Object of the Company. The object of the Company shall be: 1. The acquisition, alienation, lease, usufruct, exchange, exploitation, administration, promotion, development, construction, conservation, repair, transformation, commercialization, distribution and any other activity of immovable property, movable property, intangible assets, shares, participations, securities, titles or any other asset, as well as its financing or that of third parties. fabricar

Buy, sell, make up, import, export, swap, distribute, install, design, manufacture distribuir

Manufacture, assemble, produce, provide maintenance and service, distribute servicios

Repair and market all kinds of goods, articles, products, and services in general. la planificacin comercial

Goods for industrial and commercial use. 2. The formulation of strategies and commercial planning. organizaciones logren su objetivo

Technologies for innovation and management of paradigms, enabling organizations to achieve their goal. etc.,

Individuals, public entities, private companies, educational institutions, etc. la calidad de vida de las personas

Social and political organizations can achieve their goals and thus improve the quality of life of people. implementar estrategias para mejorar su posición competitiva y niveles de productividad y rentabilidad.

Advise and implement strategies to improve their competitive position and levels of productivity and profitability. las empresas

Implement programs for quality management, innovation and competitiveness in companies. se conoce como entidades de derecho público

Territorial entities and private institutions, which in an enunciative way, are known as public law entities. compra, venta, suministro, distribución, intercambio, almacenamiento, transporte, importación, exportación, comercialización, instalación, montaje, promoción, publicidad, representación, intermediación, concesión, arrendamiento, licenciamiento, franquiciamiento, servicios, asesoramiento, desarrollo de productos y la explotación de cualquier otra actividad

Without limitation, provide and facilitate nationally and internationally the purchase, sale, supply, distribution, exchange, storage, transport, import, export, marketing, installation, assembly, promotion, advertising, representation, intermediation, concession, leasing, licensing, franchising, services, advice, product development and exploitation of any other activity. etc

Training and capacity building through documentation, lectures, the teaching of courses, etc. desarrollo

Certificates, Seminars, Workshops, Conferences, Implementation, Design, and Development de cultura

Establishment of training programs in paradigms, culture change acciones que contribuyan al desarrollo

Organizational competitiveness and innovation, as well as promote, foster and carry out actions that contribute to development. de un pas determinado o de una regin geogrfica determinada, servicios de intercambio cultural

Cultural exchange programs.- 4.- Provide physical or legal persons from a particular country or a specific geographical region with cultural exchange services.

All kinds of professional services, public or private, state or para-state. construccin, desarrollo, implementacin, operacin, mantenimiento y evaluacin de proyectos

Technical advisor and technical assistance in the organization, preparation, design, construction, development, implementation, operation, maintenance and evaluation of projects.

Promotion, development and operation of all types of negotiations and projects. educacion como de salud

Allowed by law, as well as providing education and health services. financieros, etc

Consulting firm, as technicians, of industrial, commercial, administrative, financial, etc. character. implementacin de un plan de negocios requiere la consideracin de varios factores, incluyendo los aspectos financieros, de producción, mercadotecnia, publicidad y distribución.

Implementation of technologies, virtual designs, creation of databases de desarrollo y procesos de mejora

Aiming to generate new profiles of productive projects, development plans and improvement processes. estudio de mercado

Business, research, statistics of productive sectors, market study. calidad

Training and other academic activities that lead to the improvement of quality fin

Competitiveness and the ability to innovate, and to hire studies that lead to this end gestin de

End, as well as the organization of special events, corporate campaigns and the management of los problemas de la empresa.

Creating Family Trusts. - 6.- Investigate, study and propose solutions to the company's problems. se presentan en el ambiente laboral

Management, handling, rationalization, and attention of conflicts that arise in the workplace. empresas

Affect directly and indirectly the competitiveness of organizations and businesses. difundir contenidos en cualquier soporte digital.

Physical persons.- 7.- Investigate, evaluate, promote, produce, edit, publish, and disseminate content on any digital support. etc.

To commercialize and distribute all types of books, works, articles, magazines, works, etc. libros, materiales didcticos

Pedagogical materials, monographs, pamphlets, audio and video programs, books, educational materials de entretenimiento

Photographs, movies, posters, compact discs, DVDs, etc., for entertainment purposes. mentalidad productiva y la generación de nuevas estrategias de innovación

Educational and for the promotion of the development of competitiveness, the change of productive mentality and the generation of new innovation strategies.

Mr. Javier E. Del Valle y Palazuelos di Yogyakarta

Notary No. 61 of Yogyakarta es un país hermoso

Mexico is a beautiful country. avance y desarrollo de las organizaciones

Paradigms, innovation, and in general any topic that contributes to the advancement and development of organizations. todos los contratos y negocios que sean necesarios para el

Compliance with the corporate purpose, whereby the Company may acquire or enter into all the contracts and transactions necessary for this. el desarrollo de proyectos

Agreements with natural or legal persons, national and international, for the development of projects

Access radio or electronic media through the Internet. y documentos

Development, raising, analysis and interpretation of surveys, reports, reports and documents los recursos

Evaluation, and other mechanisms for determining the status and promotion of resources sector público y el sector privado

Competitiveness between public and private organizations. Advertising between the public and private sectors.í mismo, un ciudadano debe ser responsable en el uso de los mismos

Public consumer of all products and services provided by society; likewise, a citizen should be responsible in the use of them.

To be an agent of promotional product marketing. agente

Representative, Commission Agent, Franchisor or Franchisee, Mediator, Distributor or Agent prestadores de servicios

business representatives of national or foreign companies, manufacturers, traders or service providers.

Service providers, goods, and articles related to the company's purpose. para el desarrollo de los negocios

The establishment of offices, agencies and branches necessary or convenient for the development of the business. por el tiempo que estime conveniente

For the attainment of the social object, in national territory or abroad and for the time deemed convenient derechos

Acquire, by any legal title, all kinds of goods to exercise all kinds of rights. de dominio sobre bienes muebles o inmuebles, así como adquirir, usufructuar, gravar, arrendar, hipotecar, permutar, enajenar, dividir, reunir, mejorar, construir, administrar, explotar, vender y en general disponer de los mismos.

Acts of dominion related: 12. To celebrate and perform all acts and contracts of dominion over movable or immovable property, as well as to acquire, usufruct, burden, lease, mortgage, exchange, alienate, divide, reunite, improve, build, administer, exploit, sell and in general dispose of the same. como aquellos que afecten a sus bienes

That they be necessary, convenient or connected to the purposes of the society, as well as those that affect its assets.

How to perform all necessary operations and execute all contracts. privadas

Agreements, acts and legal transactions, with natural or legal persons, public or private. de los fines de la Fundación

Private, national, or foreign entities suitable for fulfilling or facilitating the development of the Foundation's goals. comprar, construir, reformar o ceder bienes muebles o inmuebles necesarios para el cumplimiento

13. Rent, buy, build, renovate, or transfer necessary movable and immovable property for the fulfillment of the Organization's purpose and that are compatible with it. y servicios

Sublease on one's own account or on behalf of third parties all sorts of goods, products and services.

Services, materials, articles and merchandise, necessary and related or connected. y demás personalidades.

For the purposes of the society - 14. - To hire employees, managers, officials and other personalities. corredores

Executives, agents, commissionaires, professionals, representatives, intermediaries, brokers

Personal and services of all kinds for its functioning and proper fulfillment algunas de sus obligaciones

From its object, as well as delegating to one or more people the fulfillment of some of its obligations.

Orders, commissions, services and other activities inherent to its purpose. uso

Acquire, process, alienate, possess, exercise, license, grant and assign the use. comerciales, etc.

Right to use of patents, trademarks, concessions, franchises, business names, etc., patentes

Commercials, distinctive logos, permits, licenses, privileges, inventions, improvements, patents tema

Copyright and related rights that are useful with respect to any topic. contrato de arrendamiento, bienes muebles o inmuebles, nacionales o extranjeros, destinados al desarrollo del

Business of the society, whether national or foreign. - 17. Acquire in purchase or lease contract, movable or immovable goods, national or foreign, destined for the development of the business. maquinaria y equipo

Rent the necessary infrastructure, such as warehouses, motor vehicles, machinery and equipment.

Furniture and Equipment, and all necessary to enhance the development of the social objective. desarrollar actividades de formación, educación, divulgación, investigación, y conservación y restauración de bienes culturales, así como la realización de actividades de carácter artístico y científico.

Promote, sponsor, organize, cooperate, promote, establish, organize and develop training, educational, dissemination, research, and conservation and restoration activities of cultural assets, as well as the realization of artistic and scientific activities. contribuyan a la transformación social

Take part in the capital and assets of all kinds of organizations that contribute to social transformation. sociedad

Have the same, similar, complementary or compatible object of activity as the society.

Organization, as well as executing actions in coordination with other entities fines

Public or private, national or foreign organizations pursuing equal or similar goals. o jurídicas en la adquisición de bienes inmuebles.

Objective 19: Act as an agent, advisor, or representative of individuals or legal entities in the acquisition of real estate.

Legal, national or foreign entities that engage in similar activities. presente contratación

related, similar, complementary, accessory or related to the object of this contract precios

Organization.- 20.- Participate in public, private and price bidding competitions. de documento

Sign documents before State or private entities, and generally sign any type of document. entidad pblica

Enter into a contract or conduct any type of legal business with the State or any public entity..

Another country or government or its entities, or with individuals and/or entities. otras empresas o personas naturales o jurídicas para la realización de proyectos o actividades internacionales

International. Likewise, it may form consortia and/or temporary unions with other companies or natural or legal persons for the realization of international projects or activities. cualquier actividad

Legal or natural persons, national or foreign, for the development of any activity. necesarios para el cumplimiento de los proyectos contenidos en su objeto social.

21. Carry out all necessary actions for the completion of the projects contained in its corporate purpose. acuerdo con los principios de la empresa, tal medida es

Necessary and convenient for the development of its goal. Consequently, and in accordance with the principles of the company, such measure is recibir en arrendamiento, usufructo o cualquier otra figura jurídica, bienes muebles e inmuebles, y contratar toda clase de obras y servicios.

In an enumerative but not limiting way, the Society may acquire, alienate, give and receive by lease, usufruct or any other legal figure, both movable and immovable goods, and contract all kinds of works and services. incorporales

To lease all kinds of tangible and intangible real and personal property.

Intangible, necessary or convenient assets for the proper development of the corporate purpose. sea, el poseedor de la cosa fideicometida

Affect all kinds of assets in trust with the character of the trustor, i.e. the holder of the trust property. y cobrar los cheques

Receive the goods that they themselves enter as trustees, as well as issue and collect checks.

Instructions for the Trust Institution to Issue Participation Certificates

1. Prepare the necessary documents for the issuance of the participation certificates. These documents should include the names of the participants, the number of certificates to be issued, and the purpose of the certificates.

2. Determine the fees to be charged for the issuance of the participation certificates.

3. Ensure that the trust institution has the necessary resources and authority to issue the certificates.

4. Request the necessary approval from the relevant authorities for the issuance of the certificates.

5. Issue the certificates according to the approved specifications and in accordance with the established procedures.

6. Provide the participants with the issued certificates and any necessary documentation.

7. File the issued certificates in the appropriate records for future reference. caso

Negotiable or real estate bonds, bearer or nominative, as the case may be. crdito

Case, certificates of indebtedness, certificates of housing and other titles of credit. la distribucin de crditos en contra del patrimonio fideicomitido son el resultado de un acuerdo entre el fideicomitente y el fideicomisario.

In general, the granting and distribution of credits against the trust estate are the result of an agreement between the settlor and the trustee.

Mr. Javier E. Del Valle and Palazuelos berlokasi di Jalan Sudirman

Notary No. 61 is located on Jalan Sudirman. es uno de los países más grandes de América Latina

Mexico is one of the largest countries in Latin America. mercantiles, administrativos, laborales, tributarios, etc

Issuance of all kinds of acts, operations, contracts and titles, whether civil, commercial, administrative, labor, tax, etc. 2.- OBJETO SOCIAL

Article 2 - Object of the Company: To carry out any operations of a commercial, financial or credit nature related to its corporate purpose. reunión de todos los accionistas de una corporación con el propósito de tomar decisiones importantes.

Twenty-Third Assemblies. The General Assembly of Shareholders is the meeting of all shareholders of a corporation with the purpose of making important decisions. modificar y derogar todas las disposiciones reglamentarias y estatutarias que rigen la Sociedad

Supreme Authority of the Society, in it can be agreed, ratified, modified and repealed all the regulatory and statutory provisions governing the Society.

Establish and/or modify guidelines for all acts and operations of the Society. para las partes interesadas

Therefore, its resolutions shall be binding on all shareholders and stakeholders alike. decisiones carecerán de eficacia

Those decisions adopted by the shareholders unanimously outside the meeting will lack effectiveness. Director General o por cualquier otra persona a quien el Consejo de Administracin

Resolutions may be executed by the Board of Directors, the Chief Executive Officer, or any other person to whom the Board of Directors has delegated authority. su representante

President of said Council or by persons designated as his/her representative asuntos especiales, en tales casos, los Delegados Especiales son elegidos para representar los intereses de la Asamblea en la discusin.

Special Delegates. Assemblies may be held to discuss special matters, in such cases, Special Delegates are elected to represent the interests of the Assembly in the discussion. la Constitucin de la Repblica Bolivariana de Venezuela

Any of the matters referred to in Article 182 (One Hundred and Eighty Two) of the Constitution of the Bolivarian Republic of Venezuela. Extraordinarias, y Excepcionales

The General Law of Commercial Companies, the assemblies may be Ordinary, Extraordinary, and Exceptional. en la sede social, o en alguna otra localidad de la República, previa autorización del Consejo de Administración.

Extraordinary and/or Special - Shareholders' Assemblies must be held at the registered office, or in any other locality of the Republic, with prior authorization of the Board of Directors. siempre que lo solicite el Presidente

Whenever the Board of Directors of the Society deems it appropriate, and upon request of the President. bienio

By necessity, once a year within the first four months following the two-year period. artículo 35 de la Ley de Sociedades Anónimas

Closing of the fiscal year of the Corporation to address the matters provided for in Article 35 of the Corporation Law.

Article 181 (One Hundred and Eighty-One) of the General Law of Mercantile Companies. convocatorias a las Asambleas Generales serán hechas por el Presidente o por el Vicepresidente, o por los miembros del Consejo Directivo que designe el Presidente para tal fin, por intermedio de la Gaceta Oficial de la República. En caso de urgencia, se podrán hacer las convocatorias también por medio de los diarios de mayor circulación en la ciudad.

Article 25. Assemblies Convocations. The convocations for General Assemblies will be done by the President or the Vice President, or by the members of the Board of Directors designated by the President for such purpose, by means of the Official Gazette of the Republic. In case of urgency, the convocations can also be made through the newspapers with the largest circulation in the city.

Calls for the celebration of Assemblies will be made by the President estn presentes en la reunion tienen el derecho de votar

The Secretary of the Board of Administration, however the Shareholders present at the meeting have the right to vote. interesado

Represent, either individually or collectively, at least the majority ownership of the interested party. de Administración

Shareholders of the ordinary shares can request to the President of the Board of Administration que deliberar

The Administration has issued a call concerning the matters that need to be discussed. Propietarios

Right to vote and to convene an Assembly of Owners at any time. sometido a su consideracin, o bien se puede optar por una votacin por escrito.

Shareholders may either postpone the voting on any matter submitted for their consideration at one time, or may opt for a written vote.

With regard to which the shareholders or their representatives are not consideredpan si deben o no deben

Adequately informed in the terms of the applicable legislation, so they know whether they should or should not. demora

Celebrate the voting within the next three days without delay.probados en el año anterior

Need for new call, and without the percentages approved in the previous year being applicable Noventa y Nueve)

What do Articles 184 and 199 refer to? disposiciones establecen los requisitos para ser una sociedad mercantil, los documentos necesarios para su constitución y la administración de la compañía.

Ninety-nine of the General Law of Commercial Companies. These provisions establish the requirements to be a commercial company, the documents necessary for its constitution and the administration of the company. lugar

Calls should be published in the newspaper with the highest circulation in the area. aprobacin de la asamblea general

Registered office at least 15 (fifteen) days in advance to the approval of the general assembly.

Article 26. Assemblies. Any Assembly shall be held on a date to be determined by the Board of Directors. relacionados con la organización, el funcionamiento y el cumplimiento de los fines del órgano o entidad.

Ordinary. These will be those convened to discuss and resolve all matters related to the organization, operation and fulfillment of the purposes of the body or entity. Uno)

Article 180 (One Hundred and Eighty) and Article 181 (One Hundred and Eighty-One) en el futuro

One) of the General Law of Commercial Companies or any other that is included in the future

According to the Law and the present By-Laws, on the Agenda. la Asamblea

Article 27. On Installation and Voting at the Assembly el Presidente cuando se encuentre presente la mayoría absoluta de los socios.

Ordinary Assemblies. The Assembly shall be legally installed by the President when the absolute majority of the members are present. menos las dos terceras partes

By virtue of the first convocation when at least two-thirds are present and represented. un mnimo del 25%

Less than half of the share capital and the Series "A" shares are present with a minimum of 25%. voto de los miembros.

Right to vote. Resolutions will be considered valid when taken by the vote of the members. tenedores de bonos

A majority vote in favor of the shares present representing bondholders. Serie "B"

Shareholders of Series "A" and at least one representative of a Series "B" shareholder. Ordinarias y Extraordinarias de Accionistas de cualquier Sociedad Anónima abierta se celebrarán con un mínimo de quince (15) días hábiles de anticipación al momento de la celebración.

Series "B". In case of a second or subsequent call, the Ordinary and Extraordinary General Meetings of Shareholders of any Open Corporation shall be held with a minimum of fifteen (15) business days in advance of the time of celebration. de los votos de los accionistas

Shareholders' Ordinary Meetings may validly be held with at least 30% of the shareholders' votes. presentes al menos el cincuenta por ciento de su capital social

Of the ordinary shares with voting rights, at least fifty percent of the social capital must be present.an aprobadas por el 75% de los tenedores de acciones

At least present 15% of the Series "A" shares and their resolutions be approved by 75% of the shareholders. a voto

Take the affirmative vote of the majority of the present voting rights actions. las reuniones extraordinarias, no proyectadas en el calendario anual, que se lleven a cabo para tratar temas especficos y que sean convocadas por el Presidente.

Article Twenty-Eighth. Special Assemblies. All extraordinary meetings not planned in the annual calendar, to deal with specific topics and convoked by the President, shall take place. consignados en la convocatoria

Assemblies including matters on the agenda not explicitly mentioned in the call for meeting. podrán celebrarse de forma virtual

As provided for in the Law or in the Statutes of the Company, such Assemblies may be held virtually.bería ser objeto de consideración por la Asamblea

Shareholders may be called upon by any Shareholder to resolve any matter that should be considered by the Assembly. Sociedades

In accordance with Article 195 of the General Law of Corporations tratar de una Sociedade Mercantil, se debe reunir en Asamblea Especial. Esta reunión debe contener a todos los miembros (socios) de la Sociedad Mercantil, donde los miembros deben discutir y tomar decisiones sobre los asuntos de la Sociedad. Se debe adoptar una votación para determinar las decisiones que se tomarán. La votación debe ser aprobada por al menos la mayoría de los miembros de la Sociedad Mercantil.

Merchant Societies should be dealt with in Special Assembly.- To deal with a Merchant Society, a Special Assembly must be held. This meeting must include all members (partners) of the Merchant Society, where the members must discuss and make decisions on the matters of the Society. A vote must be taken to determine the decisions that will be made. The vote must be approved by at least the majority of the members of the Merchant Society.

Consider legally installed a Special Assembly the requirements will be applied.

Established in the Social Statutes pertaining to General Assemblies

Shareholders' Extraordinary Meetings, but referring to the series or series in question. convocadas con el objeto de tratar asuntos especficos y determinados, previa convocatoria por los acuerdos de la Asamblea Ordinaria.

Article 29. Extraordinary Assembly. Those convened with the purpose of treating specific and determined matters, prior to the convocation by the agreements of the Ordinary Assembly.

Mr. Javier E. Del Valle y Palazuelos

Notary No. 61 es un pas hermoso

Mexico is a beautiful country. temas de la preocupación de los miembros.

Assemblies convened to discuss and resolve matters that include the concerns of the members. Sociedades

Matters envisaged in Article 182 (One Hundred and Eighty-Two) of the General Corporation Law la Asamblea

Companies or any other included in the Order of the Day of the Assembly, aprobarse y promulgarse por la Asamblea General

According to the Law and the present Statutes of the Society shall be approved and promulgated by the General Assembly.

Agreed by the Extraordinary Assembly.- ARTICLE THIRTIETH. trata de una asamblea extraordinaria en la que se tratan temas relacionados con la instalación y votación en asambleas extraordinarias.

Installation and Voting in Extraordinary Assemblies This is an extraordinary assembly in which issues related to the installation and voting in extraordinary assemblies are discussed. la presente se citen

Consider legally installed the Extraordinary Assemblies that are convened by virtue of this.

First call when at least 75% of the shares are present de la mayora de los socios con derecho a voto

From the social capital, and their resolutions will be valid when taken by the vote of the majority of the shareholders with voting rights. menos el diez por ciento del capital social

Favorable to the shareholders with voting rights representing at least ten percent of the share capital estatutos puedan ser reformados se requiere el voto de los tres cuartos de los accionistas

Less than half of the share capital of the Company, however, in order for its statutes to be amended, the vote of three quarters of the shareholders is required. aprobacin

That resolutions be considered valid within said quorum of installation and approval. para que tenga validez

A vote will always require the presence of at least 30% of the capital in order for it to be valid. ronda de financiación, los accionistas de la Serie "A" representan a los primeros inversores en la compañía. Estos accionistas tienen derecho a una parte mayoritaria de los beneficios de la compañía, así como derecho a una votación preferencial en la Junta Directiva.

In the case of a second or subsequent round of financing, the Series "A" shareholders represent the first investors in the company. These shareholders are entitled to a majority share of the company's profits, as well as a preferential voting right on the Board of Directors. dos de los miembros

The meeting can be validly held when at least two of the members are present. sean aprobadas por la mayora de los accionistas

Fifty percent of voting shares and resolutions shall be valid when approved by the majority of shareholders. al menos el cincuenta y uno por ciento de los votos emitidos

The resolution shall be passed by the affirmative vote of the holders of the shares representing at least fifty-one percent of the votes cast. estas estatutos

At least half of the company's share capital for the event of adopting these statutes. social (ii) aportes de los accionistas

Resolutions on any of the following matters mentioned (i) Change of the company object (ii) Shareholders contributions objeto social

Social of the Society, (i) merger or split-up of the Society, (ii) actions outside of the corporate purpose la compaia

Regular Business Course of the Company, (iv) Sale of the Majority of the Company's Shares declaración de dividendos y (vii) reducciones de capital.

Series "A" has a third, (v) increases to the company's capital, (vi) declaration of dividends, and (vii) reductions of capital.a unilateral

Any agreement, agreement, strategic alliance contract with a third party unilaterally los bienes de una sucesin

(VII) Declare dividends, (VIII) Transform the Company, (IX) Declare the assets of an inheritance de la Sociedad

The Society is bankrupt, () the Society's indebtedness, (xi) the Society's acquisitions. nuevos Miembros del Consejo

(xi) Change in the number of Board Members, (xii) Selection of new Board Members en el capital

External auditors, (xiv) approval of the annual operating budget, and (v) changes in capital la aprobacin del consejo

From the executive team and their compensation, participation and approval from the board will be required. las acciones de la Serie "B"

Approval of all of the shares of Series "A" and at least 10% of the shares of Series "B". Accionistas

The approval of the actions of Series 'B' at that Extraordinary Shareholders Meeting

Shareholders veinticuatro de octubre del dos mil dieciocho, se ha adquirido a favor de don JUAN PEREZ GONZALEZ, la finca registral nmero mil quinientos setenta y siete, con una extensin superficial de veinticinco mil setecientos sesenta y cinco metros cuadrados

II.- By instrument number seventy-one thousand seven hundred fourteen, dated October twenty-fourth, two thousand eighteen, don JUAN PEREZ GONZALEZ has acquired the registral farm number one thousand five hundred seventy-seven, with an extension of twenty-five thousand seven hundred sixty-five square meters.

June 18th, 2015, granted before the licentiate Juan Manuel Federal y Estado de

Garcia de Quevedo Cortina, then Notary Number 55 of the Federal District and State of volumen XX, folio 1, seccin A, hoja MX-1234

Registered in the Public Trade Registry of Mexico City, in volume XX, folio 1, section A, sheet MX-1234 dieciocho

Electronic Commercial Folio number "536080-1", dated June 30th, 2018 la Compañía

Fifteen, the Act of Extraordinary General Assembly of Shareholders of the Company was protocolized. EMPRESA DE CAPITAL VARIABLE, CON DOMICILIO EN LA CALLE EL PORTAL N° 18, DEL DISTRITO DE SAN MIGUEL, POR EL PRESENTE INSTRUMENTO, DECLARA

The society "E REFRIGERACION", anonymous society promoter of company of variable capital, with domicile in the street El Portal No. 18, of the district of San Miguel, by this instrument, declares veintiuno

Variable Capital Inversion celebrated on June 1, 2021

At the meeting of quince, it was decided to modify the name of the y as well as other matters. Compañía

Consequence of the reform to Article One of the Company's By-Laws

ECAPFIN S.A. (formerly known as "Sociedad") se me encargó, la siguiente

Variable Capital Investment Promoter, from the writing that was entrusted to me, the following

I, the Notary, record the following:

The change of denomination of the Society to "ECAPFIN" is authorized. Hacienda y Crdito Público

S.A.P.I. DE C.V., according to the authorization obtained from the Ministry of Finance and Public Credit.

Economy de la siguiente forma:

Article 1 of the Social Statutes shall be amended to read as follows:

The purpose and objective of the Company is to carry out any and all types of commercial, industrial, agricultural, financial, real estate, service, and any other type of business activity and transactions, both in the domestic and foreign markets, as well as to carry out and participate in any type of civil, mercantile or other legal entity or association, and to administer, manage, and/or liquidate any type of assets, rights, and obligations.

In this way Sociedad es "Empresa de Servicios de Ingeniería S.A."

Article 1. Business Name. The business name of the Company is "Engineering Services Company S.A.""

Society is "ECAPFIN" followed by the words "SOCIEDAD ANONIMA" PIV

Variable Capital Investment Promoter, or its abbreviation PIV

S.A.P.I. de C.V. (hereinafter referred to as "the Company")... compañía, aceptaron la modificación de los estatutos sociales.

III. That on the eleventh of March, two thousand nineteen, the shareholders of the company accepted the modification of the corporate bylaws. se desprende que el directorio fue ratificado

The Society held an Extraordinary General Meeting of Shareholders, from which it was concluded that the board of directors was ratified. se levantara en hojas sueltas

The corresponding minutes were taken, which, since the Book of Minutes was not available, were taken on loose sheets. firmaron con los testigos que se nombraron

From the Society, it was settled in six useful sheets of common paper. This act was signed by the witnesses who were named. diligencia de constatación

I certified the request of the specially appointed appearing party for this purpose in the inspection act.

Append to this document under the letter "A" of the file the proper acts. documentación

A copy of the same and another copy shall be added to the testimonials of the documentation.

Mr. Javier E. Del Valle and Palazuelos

Notary No. 61 es un pas que tiene una gran variedad de culturas y tradiciones

Mexico is a country that has a great variety of cultures and traditions.

Let it be issued, which copied textually says:

ECAPFIN, S.A.P.I. DE C.V.

Extraordinary General Shareholders' Assembly

March 11, 2019. reunieron los miembros de la Junta Directiva

In Mexico City, at 10:00 a.m. on March 11, 2019, the members of the Board of Directors gathered. celebrar la asamblea ordinaria de accionistas

They gathered at the corporate headquarters of "ECAPFIN", S.A.P.I. DE C.V., in order to hold the ordinary shareholders' assembly. en la lista aprobarán los cambios

Hold an Extraordinary General Assembly, the people listed will approve the changes Sr.

Mentioned in the attendance list that is then indicated, with the attendance of Mr.

Commissioner of the society, Mr. Humberto Martin Pea Manzano. señor Jos Ramrez.

Mr. Jaime Sanchez Cortina presided over the Assembly and Mr. Jos Ramirez acted as secretary. de la Facultad de Contaduría y Administración, así como de la Facultad de Ingeniería.

Mr. Alejandro Zacarias Legorreta Cortina, who hold the positions of Counselors of the Faculty of Accounting and Administration, as well as of the Faculty of Engineering.

Owners on the Board of Directors of the Company.

The President appointed Mr. Alejandro Zacarias Legorreta as scrutineer. capital social

Cortina, who certified that it was represented in the Assembly with 100% of the share capital

Social capital to date, distributed as follows

Attendance List

Shareholder

Actions, CATEGORÍA A

Class I, Series A, Category AAR

APPRECIATE (“ECMV”)

E Capital Mexico Venture Capital Fund I, LP ("ECMV")

RFC: ECL150116JT7 uma variedade de artistas e bandas, a música japonesa tem ganhado popularidade no ocidente ao longo dos anos.

Represented by a variety of artists and bands, Japanese music has gained popularity in the West over the years.

Alejandro Zacarias Legorreta Cortina

Jaime Sanchez Cortina

RFC: SACJ650430CY9

Forty-nine thousand five hundred dollars.

Five hundred dollars. FINANCIAL PLANNING

Total Financial Planning is a process of managing your finances to achieve your short-term and long-term financial goals. It involves setting goals, creating a budget, tracking your spending, investing, and planning for retirement. It also includes creating an emergency fund, managing debt, and protecting your assets. Total Financial Planning requires an understanding of your current financial situation and a plan to reach your desired goals.

One hundred.

Fifty thousand dollars. conformidad con lo establecido en el artículo 123 de la Ley General de Sociedades, se aprueba el acta de la asamblea

In virtue of the entirety of the shares of the share capital being represented, in accordance with the provisions of article 123 of the General Law of Corporations, the minutes of the assembly are approved.

In accordance with the provisions of Article 188 of the General Law of Societies elegir a sus autoridades.

The President declared the Assembly legally installed, to elect its authorities.

Let out the following:

Agenda a saber:

I. Discussion and, if applicable, approval to increase the object of the society, namely:

Amending Article Third of the corporate bylaws.

II. Appointment of Delegates. Junta manifest que

Point one. In discharge of the first point of the agenda, the Chairman of the Board stated that

The assembly explained to the attendees the need to increase the corporate purpose.

From society, in order for society to be able to develop extensively. establecer un mecanismo de seleccin que permita la identificacin, desarrollo y promocin de las mujeres dentro de la organizacin

He proposed to reform Article Three of the Social Statutes in order to establish a selection mechanism that would allow for the identification, development, and promotion of women within the organization.

It should be drafted in the following manner ....

Article Third. Object of the Company. The object of the Company shall be: exportacin, almacenamiento, transporte, comercializacin, distribucin y consumo de productos agropecuarios

The Cultivation, production, processing, purchase, sale, import, export, storage, transportation, commercialization, distribution and consumption of agro-products. otra operacin relacionada con los productos

Export, distribution, commercialization, consignment, promotion, and any other operation related to the products. aquellos que son producidos en granjas

Agricultural and food product, act, or service, especially those produced on farms.

The nopal and camo (camouflage) bienes inmuebles

2. Establish, construct, possess, acquire and administer all kinds of real estate. centros de distribucin

Facilities, factories, workshops, loading and packing plants, warehouses, distribution centers. inmuebles

Buildings, warehouses, communication channels, land and, in general, all kinds of real estate. municipales

Real estate, concessions and services for use of Federal, State, Local and Municipal waters.

These natural resources or inputs necessary for the achievement of the goal.

Without acquiring any agricultural, livestock or forestry lands in any case.

Represented by shares "I", in terms of agrarian law. ejecucin de los planes

Develop protocols, processes, methods for the implementation and execution of plans

Carbon Credit Capture consignar, transportar, almacenar, guardar

4.- Buy, sell, manufacture, import, export, exchange, distribute, consign, transport, store, save

Install, design, manufacture, assemble, produce, provide maquinaria, equipo y mobiliario

Maintenance and service, repair and commercialize in general all kinds of goods, machinery, equipment and furniture.

Industrial and commercial use items, products, and merchandise. del conocimiento

Formulating strategies and technologies for innovation and knowledge management privadas, organismos internacionales, etc., que se relacionen entre s y con otros actores del entorno

Paradigms that enable individuals, public and private entities, international organizations, etc., to interact and connect with other actors in the environment. as como grupos de inters

Private companies, educational institutions, social and political organizations, as well as interest groups. de productividad

They can reach their goals and thereby improve their competitive position and productivity levels.

Productivity and profitability. mejora continua.

Advise and implement quality management, innovation and continuous improvement programs.be significar una mejora en la calidad de los servicios

Competitiveness in territorial entities and private institutions, which should mean an improvement in the quality of services.

Mr. Javier E. Del Valle y Palazuelos

Notary No. 61 es un pas con una gran diversidad cultural

Mexico is a country with great cultural diversity. internacional

In an enunciative, but not limiting way, this includes offering and facilitating on a national and international level. participacin en cursos y seminarios,

International training and development through documentation, lectures, participation in courses and seminars. etc

Participation in courses, diplomas, seminars, workshops, conferences, etc.

Implementation, design and the establishment of training programs el papel que desempean en la organizacin

Paradigms, organizational change, competitiveness and innovation, as well as the role they play in the organization.

Promote, facilitate, and implement cultural exchange programs. extranjeras, bienes muebles o inmuebles, con o sin vigilancia

7.- Lend to individuals or legal entities, public or private, state or foreign, movable or immovable goods, with or without surveillance.

State-owned, all kinds of professional, technical, advisory and support services. evaluacin de proyectos

Technique in the organization, preparation, design, promotion, development and evaluation of projectsí como el mantenimiento de buenas relaciones comerciales

Operation of all types of negotiations and projects allowed by law, as well as the maintenance of good commercial relations. acuerdo con los requerimientos del cliente

Provide assistance and services, both consulting and technical, according to the client's requirements. de servicio

Industrial, Commercial, Administrative, Financial, Production, and Service Characteristics

Marketing, Advertising and Distribution. creacin de productos y la utilizacin de software

8.- Design and implementation of technologies, virtual designs, creation of products and utilization of software.

Creating databases aimed at generating new project profiles

Productive, business plans, researches, sector statistics desarrollo de los estudiantes

productive, training and other academic activities that lead to the development of students de investigación para llegar a una mejor comprensión de los cambios sociales

Improvement of competitiveness and capacity to innovate, and hire research studies to gain a better understanding of social changes. de concientizacin y charlas

To achieve this end, as well as the organization of special events, awareness campaigns and talks.

Corporate and the creation of patrimonial funds.

9.- Investigate, study and propose solutions to management problems. el logro de los objetivos

Management, Rationalization, and Attention to Conflicts that Directly Affect the Achievement of Goals

An indirect reference to the competitiveness of organizations and individual people. distribuir productos y servicios.

Research, evaluate, promote, produce, edit, publish, market, and distribute products and services. de estudio

Distribute all types of books, works, articles, magazines, works, study materials. impresiones

Educational, monographs, brochures, audio and video programs, photographs, prints entretenimiento

Movies, posters, CDs, DVDs, and more for educational and entertainment purposes. innovación y la modernización de los productos

The promotion of the development of competitiveness, the change of paradigms, innovation and modernization of products. social de la empresa

Innovation, and in general any topic that contributes to the fulfillment of the company's corporate purpose. naturales o jurdicas

Therefore, the Society may acquire or enter into agreements with individuals or legal entities. transporte

Natural or legal persons, national and international, to access means of transportation

Radio or electronic communication through the internet. informes, estadsticas y datos.

11.- Development, raising, analysis and interpretation of surveys, reports, statistics and data. desempeo

Reports, performance evaluation reports, and other mechanisms for determining performance.

State and Promotion of Competitiveness of Public and Private Organizations. servicios

Advertising to the public consumer of all products and services.

Services provided by the society; as well as the commercialization of products.

Promotional o actuar comisión o mandato

Be an agent, representative, commission agent, franchisor or franchisee, or act on commission or mandate. con el fin de realizar operaciones de compraventa de bienes

Mediator, distributor, or agent of national or foreign companies, in order to carry out purchase and sale operations of goods.

Manufacturers, merchants, or service providers, goods, and articles

Related to the corporate purpose. convenientes para el mejor desarrollo de los fines de la compañía

14. Establishing offices, agencies and branches necessary or convenient for the better development of the company's objectives. extranjero

Convenient for the attainment of the corporate purpose, in the national or foreign territory clase de actividades industriales

Foreigners may acquire, by any legal title, all kinds of assets to carry out all kinds of industrial activities.

Class of Acts of Dominion Related. convenientes o adecuados para el logro de los fines sociales -*-~*-

Celebrate and execute all acts and contracts that are necessary, suitable or appropriate for the achievement of the corporate purposes. operaciones

Connected or related to the objectives of the society, as well as carrying out all operations. jurídicos

Carry out necessary operations and enter into all contracts, agreements, acts and legal transactions extranjeras

Legal, with natural or legal persons, public or private, national or foreign. correspondiente contratación

Foreign, suitable to fulfill or facilitate the development of the corresponding contract's object.

Organization and compatibility with it. bienes muebles o inmuebles, sean de su propiedad, de terceros o de propiedad de las sociedades de las que sea titular.

16.- Rent, sublease on one's own behalf or on behalf of third parties, all kinds of movable or immovable goods, whether they are of their own property, of third parties or of the property of the companies of which they are the holder./o convenientes para la fabricacin, distribucin, venta, instalacin, uso, mantenimiento y reparacin de los productos

Goods, products, services, materials, articles and merchandise, necessary and/or convenient for the manufacture, distribution, sale, installation, use, maintenance and repair of the products.

Related or connected to the purposes of the society. representantes, asesores y asociados

-17. Hire employees, managers, officers, directors, agents, representatives, advisors and associates. enlace

Commissioners, professionals, representatives, intermediaries, personnel and liaison services. para el mantenimiento de la salud publica

All types of [resources] necessary for its operation and proper fulfillment of its purpose, as well as for the maintenance of public health. etc

Delegate to one or more people the fulfillment of mandates, commissions, etc.

Services and other activities related to its purpose. DE KANSAS

District 7 of Kansas

Mr. Javier E. Del Valle and Palazuelos

Notary No. 61

Mexico transmitir derechos reales sobre bienes inmuebles

18. Acquire, process, alienate, possess, exercise, license, grant and transfer real rights over real estate. comerciales, diseños industriales y todos los demás derechos de propiedad intelectual

Waive the right to use patents, trademarks, concessions, franchises, trade names, industrial designs and all other intellectual property rights.

Commercials, distinctive logos, permissions, licenses, privileges, inventions, improvements tema

Business of the society, be it domestic or foreign. servidores y equipo de computo.

Acquire, by purchase or rental, the necessary infrastructure, such as servers and computer equipment. la operacin

Warehouses, motor vehicles, furniture and equipment, and all necessary for operation.

Improve the development of the social objective. celebrar, otorgar, y desarrollar convenios con personas físicas o morales, nacionales o extranjeras

Promote, sponsor, organize, cooperate, promote, constitute, celebrate, grant and develop agreements with natural or legal persons, national or foreign. empresas

Organize and take part in the capital and assets of all types of companies. análogo

Organizations with the same, similar, complementary, or analogous social purpose. con el equipo

Be compatible with the Organization's and take actions in coordination with the team.es fines

Collaborate with other public or private, national or foreign entities that pursue similar goals.

Achieving similar goals. jurídicas

Act as an agent, advisor, or representative of natural or legal persons similares o conexas a los objetos sociales

Legal entities, national or foreign, that are engaged in activities equal, similar, or related to the social objects. presente clasificación

Related, similar, complementary, accessory or linked to the object of this classification

Organization la administracin pblica

Participate in public, private and merit competitions before the public administration documento'

State or private entities, and in general to sign any type of contract or document. entidad

Carry out any type of legal business with the State or any other country or entity.

Government or its entities, or with individuals and/or international entities. naturales o jurdicas que sean necesarias para el cumplimiento de los objetivos de la sociedad.

Likewise, it may consort and/or form temporary unions with natural or legal persons that are necessary for the achievement of the society's objectives.

Legal or natural persons, national or foreign for the development of the project.

Contents in its corporate purpose. cumplimiento de la relación jurídica

Perform all acts necessary and convenient for the fulfillment of the legal relationship. limitativa, la empresa se compromete a:

Development of its objective. Consequently, and in an enunciative but not limiting way, the company commits to: clase de bienes

The Society may acquire, alienate, give and take on lease all kinds of goods, subject to the limitations imposed. útiles

Class of movable and immovable goods, tangible or intangible, necessary or useful.

Convenient for the proper development of the corporate purpose. permanente

-Affect all kinds of goods in trust with a permanent character. por los nombramientos y disposiciones de los fideicomitentes

Trustee, or receive the assets which the same involve as trustees, by the appointments and provisions of the trustees. depsitos

Like giving instructions to the trust institution to issue deposit certificates. con o sin garanta

Ordinary or real estate participation certificates, bearer or nominative, with or without guarantee certificados de lugar de trabajo

If necessary, fiduciary debt certificates, housing certificates, and workplace certificates.Other titles of credit against the trust patrimony. documentos y escrituras

In general, the execution and issuance of all kinds of acts, documents and writings. en trmite o conocimiento de los tribunales

Operations, contracts and titles, whether civil, commercial or credit, in process or knowledge of the courts.

Related to the corporate objective. DEBERÁ GARANTIZAR QUE TODOS LOS MIEMBROS PARTICIPEN EN LA DISCUSIÓN Y LOS DEBATES.

To carry out the activities previously indicated, the society must guarantee that all members participate in the discussion and debates. CUALQUIER OTRA FORMA DE SOPORTE LEGAL

She should obtain the permissions, authorizations, licenses or any other form of legal support. LOS DEBERES QUE LA LEY IMPONE PARA EL BUEN GOBIERNO DE LA ENTIDAD.

GRANT SUCH CONCESSIONS AS MAY BE APPROPRIATE, AND, GENERALLY, FULFILL ALL THE DUTIES THAT THE LAW IMPOSES FOR THE GOOD GOVERNMENT OF THE ENTITY. APLICABLES

OTHER LEGAL REQUIREMENTS, AS APPLICABLE IN EACH CASE

NECESSARY

The shareholders deliberated on the previous proposal using the word.

Unanimously adopting the following:

RESOLUTIONS

1.1.- It is approved to increase the corporate purpose of "ECAPFIN", S.A.P.I. DE C.V. la Ley

As a consequence of the above resolution, the Third Article of the Law is reformed.

The Statutes of the Society, to be drafted in the proposed form. discusin se centr en el presupuesto y su aplicacin

II. Second Point.- Discussing the second and last point of the agenda, the discussion focused on the budget and its application señores

Assembly took the agreement to appoint as delegates of this Assembly the gentlemen Hugo Snchez Cortina

Mr. Jaime Sanchez Cortina, Alejandro Zacarias Legorreta Cortina, and Victor Hugo Sanchez Cortina. mar.

Alejandro Vazquez Batiz, so that, together or separately occur before the sea.

Public Notary of your choice to protocolize the act drawn up from this present.

Assembly and in general execute the resolutions adopted by the present

Assembly memoria

Having no other matters to discuss, the Assembly adjourned to draft the minutes. firmada

Present Act, which having been read was approved by all present and signed.

Signed for record by the President, Secretary and Scrutinizer.

Mr. Javier E. Del Valle and Palazuelos

Notary Number 61 es un pas con una gran cantidad de cultura

Mexico is a country with a lot of culture. conformes con el plan de inversión y se comprometieron a respetar este acuerdo

It is hereby noted that the shareholders involved in the Assembly were in agreement with the investment plan and committed to respecting this agreement.

Present since its opening until its completion and those who sign for record.

Lawful ALVARADO: Vicepresidente.

JAIME SANCHEZ CORTINA: President. ALEJANDRO ZACARIAS ALVARADO: Vice President.

LEGORRETA CORTINA: Secretary. - Two illegible signatures. Signatures. se emite,

Having said that, the witness in the opinion expressed

Intervene and grant the following:

Clause: presente Contrato de Prestación de Servicios entre las partes aquí identificadas.

For all legal purposes, this Service Provision Contract between the parties identified herein is hereby formalized.

Minutes of the Extraordinary General Shareholders' Assembly of the Company VARIABLE"

ECAPFIN, Variable Capital Investment Promotion Company, Public Limited Company y condiciones previamente establecid

VARIABLE, celebrated on March 11th, 2019, and in accordance with the previously established terms and conditions.

From what has been resolved, the following agreements are formalized. Compañía

B).- Approve the amendment to Article Third of the Company's By-laws

Society, to be drafted in the manner set forth in the minutes of the assembly

It has been documented. de la presente

The other articles of the unamended social statutes in the minutes of this meeting

It remains in force in its current form.

The other resolutions agreed upon according to the minutes to be registered.

I, THE NOTARY, ATTEST

I - That I fully identify myself as a Notary before the party appearing. se han hecho copias

II.- Having seen the documents that have been taken into account and from which copies have been made.

What is related and inserted corresponds faithfully to its originals. 15 y 16 de la Ley Federal de Proteccin de Datos Personales en Posesin de los Particulares, hace del conocimiento que el presente Aviso de Privacidad, se aplicar para los datos personales recabados por nuestra empresa a travs de la pgina web.

III. - PRIVACY NOTICE. - In accordance with the provisions of Articles 15 and 16 of the Federal Law on the Protection of Personal Data in Possession of Individuals, it is hereby made known that this Privacy Notice shall apply to the personal data collected by our company through the website. de los Particulares

Eighteenth and Seventeenth of the Federal Law for the Protection of Personal Data in Possession of Private Persons que se refiere el artículo 16 de la Ley Federal de Protección de Datos Personales en Posesión de los Particulares

From the Particulars, the declarant states that he/she knows the privacy notice referred to in article 16 of the Federal Law of Protection of Personal Data in Possession of the Particulars. del Ministerio de Justicia

What does the aforementioned Law refer to, which is displayed in the offices of the Ministry of Justice? caso necesario

Of the undersigned Notary and which is available for consultation if necessary gusto nos colocamos a sus ordenes

At any time on the website "www.notaria61df.com*, we are at your disposal.

The signatory of this instrument hereby manifests their consent.ão consigo encontrar meus óculos

I can't find my glasses.

Express with the treatment of your personal data. nombre

IV.- I personally know the respondent by identifying him by his name. debida autoridad

Name and surname at the time of signing of this instrument to whom I judge with due authority mayor de edad

Legal capacity required for this act and that by general manifestation is of legal age. y uno de enero de mil novecientos noventa y seis

I am Mexican by birth, from Mexico, Federal District, I was born on the thirty-first of January, 1996.

April 1965, married, Entrepreneur and with domicile in El Pescadito, C.P. 79350

Address: Ro Pnuco 127, Interior 802, Colonia El Pescadito, C.P. 79350 santidad

Cuauhtemoc, Cuauhtemoc, City of Mexico, having assured myself of its sanctity. acredite su filiación

Identity for having identified with the document in photocopy that proves your affiliation

Agree with its original, it is added to the appendix of the present under letter B.

from the corresponding file. infringen la ley

I informed the attending party of the penalties incurred for breaking the law.

Make false declarations. Penal, se reputar como obligacin de la autoridad el ejecutar los mandatos del Juez:

VI.- For the purposes of the provisions of Article 27 of the Penal Code, it shall be considered the obligation of the authority to execute the orders of the Judge. de la Federacin

Federal Fiscal and Article Twenty-Four of the Regulation of the Federal Fiscal Code para tratar los temas de la agenda

From the Federation, the appearing as Special Delegate of said assembly, to discuss the agenda topics Contribuyentes que se encuentra al pie de este documento es miya

I declare under oath that the Federal Taxpayer Registration Certificate at the bottom of this document is mine. los únicos responsables de lo acontecido.

Shareholders who are recorded in the notarized minutes are the only ones responsible for what happened. de la informacin

Those corresponding to the same. Likewise, in relation to the information society. a nombre propio y en representacion de los accionistas de la Sociedad, de conformidad con lo establecido en el articulo 72 de la Ley General de Sociedades Mercantiles.

"E Capital Mexico Venture Capital Fund I, LP" shareholder, declares the witness on its own behalf and in representation of the shareholders of the Company, in accordance with the provisions of article 72 of the General Law of Commercial Companies. los impuestos no se pueden cobrar

Baio protests that it is true that he resides abroad, so taxes cannot be collected.

The society presents the relationship referred to in the fourth paragraph of the article.

Twenty-seven of the Federal Tax Code and Article 3, Section 3. meses siguientes a la publicacin de este decreto

Article 28 of the Regulation of the Federal Tax Code, within three months of the publication of this decree.

The first few months following the close of each financial year. presenta para su aprobación

VII. - Having requested it from the special delegate of the assembly whose minutes are presented for approval Registro

Record in this instrument the renewal of the registration of the Society in the Register verdad, a la

National Registry of Foreign Investment corresponding, under penalty of perjury, to the que necesita dejar de preguntar

Truth be told, I don't have it available and therefore I can't show it to you, so you need to stop asking.

Present the reference notice.

Mr. Javier E. Del Valle and Palazuelos

Notary No. 61

Mexico tiene para obrar de una u otra manera, se obliga el Dicho, aceptando para sí y sus Herederos, los convenios y Estipulaciones aquí contenidos.

VIII. Having read this Instrument, making him aware of the right he has to act in one way or another, the Said obligates himself, accepting for himself and his Heirs, the agreements and Stipulations here contained.

He must read it himself and explain the value and consequences.

Legal terms of this, having expressed full understanding and agreement with it.

Sign it as confirmation today of its date.

I hereby authorize this instrument. Jaime Sánchez Cortina.

Jaime Sánchez Cortina. (Signed). J. Del Valle. The Seal of Jaime Sánchez Cortina.

Authorize Ley General de Educacin

In compliance with the provisions of Article 152 of the General Education Law.

Mexico City Notary Law issued this SECOND TESTIMONY

Writing Number Sixty-Six Thousand One Hundred One for the Society FIJO

ECAPFIN, Fixed Capital Investment Promotion Corporation (Sociedad Anonima Promotora de Inversion de Capital Fijo) de México, a veintiséis de mayo de dos mil veinte.

VARIABLE, as INTERESTED PARTY.- It goes in nine useful fojas.- I ATTEST TO.- Mexico City, on the twenty-sixth of May, two thousand twenty.

From Mexico; March 12th, 2019. LÁ

Go there. PELA PAZ

United for Peacehhaaatt iiss uupp

What's up?ão se esqueça de me enviar a lista

Don't forget to send me the list.

ECAPFIN, S.A.P.I. DE C.V.

Extraordinary General Shareholders' Assembly

March 11, 2019. la Plaza de la Constitucin los ciudadanos para protestar

In Mexico City, at 10:00 am on March 11th 2019, citizens gathered in the Constitution Square to protest. Ordinaria de Accionistas, se ubica en

The registered address of "ECAPFIN", S.A.P.I. DE C.V., for the purpose of holding an Ordinary Shareholders' Assembly is located at se adjunta a continuación, asistieron a la reunión

Extraordinary General Meeting, the people mentioned in the attendance list attached below, attended the meeting.

Then, with the appearance of the Commissioner of the society, Mr. Humberto Martin, it is indicated.

Apple Cucumber Eduardo Gonzlez.

Mr. Jaime Sanchez Cortina presided over the Assembly and Mr. Eduardo Gonzalez served as secretary. la empresa Tres Rios, S.A. de C.V.

Alejandro Zacarias Legorreta Cortina, who occupy the positions of Proprietary Counsellors in the company Tres Rios, S.A. de C.V.

The Board of Directors of the Society. quien realizara el escrutinio de la votacin

The President appointed Mr. Alejandro Zacarias Legorreta Cortina as the scrutineer, who will carry out the scrutiny of the vote. hora de aprobar las cuentas

Who certified that 100% of the social capital was represented at the Assembly when approving the accounts

Date, distributed as follows:

Attendance List

Shareholder (“ECMVCF I”)

E Capital Mexico Venture Capital Fund I, LP ("ECMVCF I")

RFC: ECL150116JT7 uma equipe com mais de 10 anos de experiência na indústria

Represented by a team with over 10 years of experience in the industry

Alejandro Zacarias Legorreta Cortina

Jaime Sanchez Cortina

Request for Comments: SACJ650430CY9

Actions

Class 1, Series A

99AR

Appreciate

Forty-nine thousand five hundred dollars.

Bonjour!

Hello!

Five hundred dollars.

TOTAL

One hundred.

Fifty thousand dollars. conformidad con lo previsto en el artículo 115 de la Ley General de Sociedades, se declara la extinción de la sociedad.

In virtue of the entirety of the shares of the capital stock being represented, in accordance with what is provided for in article 115 of the General Law of Corporations, the dissolution of the company is declared.

In accordance with the provisions of Article 188 of the General Corporations Law orden del día

The President declared the Assembly legally installed to dispose of the agenda.

SITE TEXT

Agenda 8343

61 0316 8343 (in English) = 61 0316 8343

Salut !

Hi!

He.

Discussing and, if applicable, approving an increase in the company's corporate purpose.

Amending Article Three of the corporate bylaws for the purpose.

Appointment of Delegates informa que ya se haba iniciado una investigacin.

POINT ONE.- In order to address the first point on the agenda, the President of the Assembly reports that an investigation has already been initiated. la finalidad de ampliar las actividades empresariales

I explain to the attendees the need to increase the social object of the company in order to broaden the business activities.

The end goal is that society can develop widely. redactado de la siguiente manera:

For this purpose, he proposed to amend Article Third of the Social Statutes, to read as follows:

Reworked in the following manner:

Article Third. Object of Incorporation. The object of incorporation of the Society shall be: transporte, almacenamiento y distribucin de productos agrcolas

The Cultivation, Production, Processing, Purchase, Sale, Importation, Exportation, Transportation, Storage and Distribution of Agricultural Products asociado al comercio

Distribution, commercialization, consignment, promotion and any act, act or service associated with commerce.

Related to agricultural products and food, especially the nopal and camo. establecimientos, industrias, comercios, negocios, empresas, industrias, comercios y demás actividades

2. Establish, construct, own, acquire and manage all kinds of installations, establishments, industries, commerce, businesses, companies, industries, commerce and other activities. transporte

Factories, workshops, loading and packing plants, warehouses, buildings, warehouses, transport vessels

Communication, land and, in general all kinds of real estate, concessions and services.

For the use of federal, state, local, and other natural resources or inputs., edificios o terrenos

Necessary for the achievement of the corporate purpose. Without acquiring in any case lands, buildings or grounds., se denominan empresas agrcolas, ganaderas o forestales

In terms of the law, businesses that are agricultural, livestock, or forestry-related represented by shares are referred to as agricultural, livestock, or forestry companies.

Agriculture datos

Develop protocols, processes, methods for implementation and data capture

Carbon offsets fabricar

Buy, sell, manufacture, import, export, swap, distribute, install, manufacture. reparación

Dissasemble, fabricate, manufacture, assemble, produce, provide maintenance and repair.

PAGE WITHOUT TEXT-plataforma empresarial líder en el mercado"

DELVALIO - Leading Enterprise Platform in the MarketOS

Mexican Journeys

My name is K Palazuelos.年9月

September 2018 bienes de consumo

Service, repair and market in general all kinds of goods; articles, products and consumer goods.

Goods for industrial and commercial use. recursos humanos

Ans: S.- Formulating strategies and technologies for innovative Human Resources management. privadas y organizaciones civiles, sean capaces de aprovechar el conocimiento y los recursos disponibles para alcanzar sus metas

Paradigms that enable individuals, public entities, private companies and civil organizations to leverage knowledge and available resources to achieve their goals. objetivos

Private institutions, educational institutions, social and political organizations can achieve their goals. eficiencia

Set goals and improve its competitive position and productivity and efficiency levels.

Profitability mejora continua

6.- Advise and implement quality management, innovation, and continuous improvement programs. general refiere a la capacidad de competir de una entidad para alcanzar una posición favorable en un mercado

Competitiveness in territorial entities and private institutions, which generally refers to the ability of an entity to compete in order to achieve a favorable position in a market. producción, comercialización, distribución, importación, exportación, arrendamientos, compra, venta, representación, asesoría y recuperación de bienes muebles e inmuebles, de cualquier clase

Offer and facilitate nationally and internationally the production, commercialization, distribution, importation, exportation, renting, purchase, sale, representation, consultancy and recovery of movable and immovable goods of any kind, not limited to these activities. etc

Training and capacity building through documentation, talks, the imparting of courses, etc. desarrollo

Diplomas, Seminars, Workshops, Conferences, Implementation, Design and Development gestin de recursos humanos y mejora de la productividad

Establishing training programs in paradigms, organizational change, human resources management, and productivity improvement. investigacin

Competitiveness and innovation as well as promoting, fostering and carrying out research programs

Cultural exchange. nacionales o extranjeras, prstamos de dinero con garantas o sin ellas.

7.- Lend money to individuals or legal entities, public or private, state or para-state, national or foreign, with or without collateral.

All kinds of professional, technical, advisory and technical assistance services. actividades

Organization, preparation, design, promotion, development and operation of all kinds of activities

Negotiations and projects allowed by law, as well as providing assistance and services. etc

Both consultants and technicians, in the industrial, commercial, and administrative fields, etc.

Financial, Production, Marketing, Advertising and Distribution. de datos, el anlisis de datos, el desarrollo de sistemas y la navegacin por Internet son algunas de las principales tareas realizadas por un ingeniero en tecnologa de la informacin.

8.- The design and implementation of technologies, virtual designs, creation of databases, data analysis, development of systems and internet navigation are some of the main tasks performed by an Information Technology engineer. de educación y otros

Data tending to generate new profiles of productive projects, education plans and others. desarrollo

Business, research, statistics of productive sectors, training and development productividad

These academic activities that lead to improved competitiveness and productivity. de equipos de trabajo para la bsqueda de nuevos productos

Ability to innovate, and hire studies that lead to this end, as well as the organization of work teams for the search of new products.

Special events, corporate campaigns, and the creation of heritage funds. administracin y control de los recursos naturales

9.- Investigate, study and propose solutions to the management, handling, administration and control of natural resources problems. productividad de los trabajadores

Rationalization and addressing of conflicts that directly and indirectly affect the productivity of workers.

Organizational and Individual Competitiveness distribuir obras literarias

10.- Investigate, evaluate, promote, produce, edit, publish, commercialize, and distribute literary works. etc

Distribute all kinds of books, works, articles, magazines, works, pedagogical materials, etc.

Monographs, pamphlets, audio programs and videos, photographs, movies, posters, records

PAGE WITHOUT TEXT

Four DE ERESMA

Palazuelos de Eresma is a municipality located in the province of Segovia, Castile and León, Spain. It is located 44 km northeast of the provincial capital, Segovia. The municipality has a population of 591 inhabitants.

Sicanos

He has been a COLGIAS member for two years. cultura

Compact discs, DVDs, etc., for educational purposes and to promote the development of culture tenga que ver con el desarrollo de nuevas capacidades

Competitiveness, paradigm shift, innovation, and generally any topic related to the development of new capabilities. contratos con otros sujetos

Contribute to the fulfillment of the corporate purpose, so that the Company may acquire or enter into contracts with other parties. trminos y condiciones comerciales especiales

Agreements with natural or legal persons, national and international, to access special commercial terms and conditions.

Electronic or radio communication media through the internet. hallazgos y recomendaciones

11.- Development, raising, analysis and interpretation of surveys, reports, findings and recommendations. la cultura de seguridad

Evaluation reports and other mechanisms for determining the status and promoting a safety culture

Competitiveness of Public and Private Organizations se ofrecen es la principal fuente de ingresos para las empresas.

Advertising to the consumer public for all products and services offered is the main source of income for businesses.

Establish the society; as well as the commercialization of promotional products. y toda otra forma de comercialización

Be an agent, representative, commissionaire, franchisor or franchisee, and any other form of commercialization. proveedores

Mediator, distributor or agent of national or foreign companies, manufacturers, suppliers

Merchants or providers of services, goods, and related items to the corporate purpose. para el desarrollo de la empresa

14.- Setting up offices, agencies, and branches necessary or convenient for the development of the company. cualquier medio, cualquier bien, derecho, accin, participacin, ttulo, valor o cualquier otro medio de inversin

For the attainment of the corporate purpose, both in national territory and abroad, and to acquire, by any means, any good, right, action, participation, title, value or any other form of investment.

Any legal title, all kinds of goods to exercise all kinds of acts of dominion.

Related. o útiles para el desarrollo de las finalidades de la asociación

15.- Celebrate and carry out all necessary, convenient or useful acts and contracts for the development of the purposes of the association. conexas

Carry out all the necessary and related operations in connection with the aims of the society. jurdicas

Celebrate all contracts, agreements, acts, and legal transactions with natural or legal persons. el cumplimiento de sus fines

Legal, public or private, national or foreign, entities suitable for fulfilling or facilitating the fulfillment of their purposes.

The development of the object of the Organization and that they be compatible with it. muebles o inmuebles, adquirirlos, enajenarlos, permutarlos, gravarlos o hipotecarlos

16.- To lease, sublet on one's own behalf or on behalf of third parties all kinds of goods, movable or immovable property, acquire them, alienate them, exchange them, encumber them or mortgage them.

Products, services, materials, articles and goods, necessary and related or related.

For the purposes of society. intermediarios o representantes.

17.- Hire employees, managers, officers and executives, agents, commission agents, intermediaries or representatives. empresa

Professionals, representatives, intermediaries, personnel and services of all kinds for your company. personas su representación,

Operation and proper performance of its object, as well as delegating its representation to one or more persons.

People fulfilling mandates, commissions, services and other activities.

From its object. dominio de bienes

18.- Acquire, process, alienate, possess, exercise, license, grant and transfer the ownership of goods dibujos y modelos industriales

Right to use patents, trademarks, concessions, franchises, commercial names, drawings and industrial models.

Distinctive logos, patents, licenses, privileges, inventions, improvements, and copyrights

X is a letter of the Latin alphabet.

TEXT PAGE

Azuelos is a jewelry retailer based in France. It sells a variety of jewelry, watches, and accessories, as well as offering engraving and custom jewelry design services. Founded in 1887, the company has a long history of providing high quality jewelry pieces to customers. Azuelos is well known for its unique designs and quality craftsmanship, making it a popular destination for those looking for something special.

Two

Bonjour!

Hello! RECURSOS NECESARIOS

To carry out the activities previously mentioned, the society must obtain the necessary resources. SU CASO, LA OBTENCIÓN DE LOS DOCUMENTOS QUE ACREDITEN LA LEGALIDAD DE LA ACTIVIDAD

Permits, authorizations, licenses or concessions that may apply, and, if necessary, obtaining the documents that attest to the legality of the activity. SEAN APLICABLES

GENERAL, COMPLY WITH ALL OTHER LEGAL REQUIREMENTS APPLICABLE IN EACH CASE

Necessary Results unanimidad una decisión afirmativa

The shareholders deliberated on the previous proposal, unanimously adopting an affirmative decision. conclusiones

The following conclusions were reached unanimously

RESOLUTIONS

1.1.- It is approved to increase the corporate object of "ECAPFIN, S.A.P.I. DE C.V. Estatutos.

As a consequence of the previous resolution, Article Three of the Statutes is amended.

Social Statutes of the Society, to be drafted in the proposed form. acord por unanimidad aprobar el proyecto de construccin de una nueva biblioteca

Second Point.- Completing the second and last point of the agenda, the assembly unanimously agreed to approve the project to build a new library. y Pedro Prez

This Assembly agrees to appoint Mr. Jaime Sanchez and Mr. Pedro Perez as delegates. entre otros, se realicen los trabajos de construccin de una infraestructura educativa.

Alejandro Zacarias Legorreta Cortina and Vctor Alejandro Vzquez Btiz, so that, among others, the construction works of an educational infrastructure can be carried out. presente contrato

They should jointly or separately appear before the notary public of their choice to protocolize this contract. que en ella se adopten

Minutes of the present Assembly and the general execution of resolutions adopted therein

Adopted by this Assembly. Acta

There being no other matters to discuss, the Assembly adjourned to draft this Minutes. su constancia

The act, having been read, was approved by all present and signed for its record.

Certificate by the President, Secretary and Scrutineer.

It is hereby recorded that the shareholders involved in the Assembly were present.

From its opening until its conclusion and who sign for legal record.

President

Secretary

Jaime Sanchez Cortina

Alexander Zacaras Legorreta DE FUMO

Smoke screen

No Tayto Page EMPRESA ABC

ATTENDANCE LIST FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF COMPANY ABC

Society

ECAPFIN, S.A.P.I. DE C.V. (Sociedad Anónima Promotora de Inversiones de Capital Variable)

Celebrated on March 11, 2019

Shareholders DE EMPRESA

Company Actions

Class 1

Series A

Signatures

I, Mexico Capital Venture Capital Fund LP

Represented by Mr. Alejandro Zacarias.

Legorreta Curtain人

99 people

Jaime Sanchez Cortina DE PESSOAS

Total of people1 películas para ver antes de morir

1001 Movies to See Before You Die los accionistas

The undersigned scrutineer certifies and attests that during the Assembly the shareholders were present.

All shareholders of the company.

Scrutinizer

Alejandro Zacaras Legorreta Cortina

PAGE WITHOUT TOYTOENIAMO L'ELOGIO

WE EARNED THEIR PRAISEAL

Mexico National Electoral Institute

VOTER CREDENTIALF

No reference

Sanchez

Curtains LA PIZZA

I love pizza

Address

April 30, 196

Col. Lomas de Chapultepec 11000

MIGUEL HIDALGO, Mexico Cityu estava andando com meu cachorro

I was walking with my dog.

Voter ID SNCRJM65043009H600 17"

CURP: SACJ650430HDFNRMO8 Date of Registration: February 17, 1994/04/2020

STATE 09/04/2020

Municipality 016

Section 4963

LOCAUDAD 0001

Ghisin is a small town in the northern part of Tunisia. It is located on the Mediterranean coast near the town of Tabarka. The town is known for its traditional architecture and its beautiful beaches. Ghisin is also a popular tourist destination, with many visitors coming to enjoy the warm climate and the stunning views of the Mediterranean Sea.

From 2016 to 2026 PAS MANGER

Do not eat

IDMEX1532837050<<4963002284873 translates to: IDMEX1532837050<<4963002284873

6504304H2612317MEX<02<<34302<6 = 6504304H2612317MEX<<<34302<6

Sanchez<Cortina<<Jaime<<<<<<<

TEXT PAGE

Bonjour ! Comment allez-vous ?

Hello! How are you?

Notary 61

66,101

Mr. Javier Del Valle Palazuelos

Notary 61

Mr. Javier Del Valle Martinez Del Rio

Lawyer

Mr. Diego del Valle Martinez del Rio

Lawyer

Ms. Luisa Gonzalez Perez

LawyerP]

Lic. Juan Manuel Garcia de Quevedo C.P

Dean

Lvaro Garca de Quevedo F., Esq.

Lawyer

Cherry Tree Forest 304, 5th Floor

Col. Bosques de las Lomas translates to "Colony Woods of the Hills".

11,700 Mexico City68

52,505,611,68

52510054

Exhibit 4.1

DEFINITIVE SHARE EXCHANGE AGREEMENT

This Definitive Share Exchange Agreement (“Agreement”), dated as of February 27, 2023, is among Bret International Holding Corp. (“BIHC”), a Panamanian company, Wenlor International Inc., the sole shareholder of BIHC (the “Shareholder”), Arma Services, Inc., a Nevada corporation (“ARMV”), Eric Nixon (“Nixon”), the chief executive officer of ARMV. Collectively, the Shareholder, BIHC, ARMV, and Nixon are the “Parties.”

The parties hereby enter into this Agreement, following which,

ARMV will own 10,000 common shares of BIHC, representing all of the issued and outstanding equity of BIHC;

the Shareholder will be issued 6,000,000 shares of ARMV, $0.001 par value per share (the “Common Stock”), representing 49% of ARMV’s outstanding shares of Common Stock (the “Share Exchange”), calculated post-issuance and in addition to the voting control shares currently held by the Shareholder; and

BIHC will hold no common shares of ARMV, as the wholly-owned subsidiary of ARMV.

As a result of this Agreement, ARMV will be announcing this reverse merger. The “Super” 8-K, consolidated post-acquisition report will be the initial report following the Closing (as defined below).

RECITALS

WHEREAS, the Shareholder currently holds 10,000 common shares of BIHC, representing all of the equity of BIHC and is desirous of relinquishing all of its BIHC shares so that it is issued 6,000,000 shares of ARMV Common Stock of the 12,240,000 shares of ARMV Common Stock to be outstanding; this would represent 49% of ARMV’s issued and outstanding shares of Common Stock; and that BIHC would be a wholly-owned subsidiary of ARMV.

WHEREAS, the Shareholder and the Board of Directors of the BIHC are desirous of BIHC becoNixong a wholly-owned subsidiary of ARMV.

WHEREAS, ARMV and BIHC are desirous of ARMV acquiring 100% of the outstanding shares of BIHC, and issuing 6,000,000 shares of ARMV Common Stock in the process, making BIHC a wholly-owned subsidiary of ARMV, with the shares of ARMV Common Stock being issued pro-rata to the Shareholder.

WHEREAS, ARMV and BIHC are desirous of ARMV acquiring 100% of the outstanding shares of BIHC.

WHEREAS, the Board of Directors and Shareholder of ARMV and BIHC, respectively, have each agreed to Exchange and issue shares, as necessary to cause the forgoing results, upon the terms, and subject to the conditions, set forth in this Agreement.

WHEREAS, it is intended that, for federal income tax purposes, the Share Exchange shall qualify as a reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder, and be tax-free pursuant to Section 351(a) of the Code.

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

INCORPORATION OF RECITALS BY REFERENCE. The Recitals are hereby incorporated herein by this reference, as if fully restated herein.

ARTICLE I

DEFINITIONS

I.1 Certain Definitions. The following terms shall, when used in this Agreement, have the following meanings:

“Acquisition” means the acquisition of any businesses, assets or property other than in the ordinary course, whether by way of the purchase of assets or stock, by ARMV acquiring all of the outstanding shares of BIHC pursuant to this Share Exchange Agreement from the Shareholder and the Shareholder relinquishing and exchanging her shares of BIHC to ARMV.

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person (other than passive or institutional investors); (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; and (iv) any officer, director or partner of such other Person. “Control” for the foregoing purposes shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in New York, New York, are required or authorized to be closed.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral Documents” mean the Exhibits and any other documents, instruments and certificates to be executed and delivered by the Parties hereunder or there under.

“Commission” means the Securities and Exchange Commission or any Regulatory Authority that succeeds to its functions.

“Effective Time” means, the moment in time when the shares of the ARMV are exchanged for the shares of BIHC.

“Encumbrance” means any material mortgage, pledge, lien, encumbrance, charge, security interest, security agreement, conditional sale or other title retention agreement, limitation, option, assessment, restrictive agreement, restriction, adverse interest, restriction on transfer or exception to or material defect in title or other ownership interest (including restrictive covenants, leases and licenses).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations there under.

“Exchange Shares” means the issued and outstanding common shares of BIHC (the “BIHC Shares”), exchanged by the Shareholder to ARMV, for 6,000,000 shares of Common Stock of ARMV (the “ARMV Shares”).

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Legal Requirement” means any statute, ordinance, law, rule, regulation, code, injunction, judgment, order, decree, ruling, or other requirement enacted, adopted or applied by any Regulatory Authority, including judicial decisions applying common law or interpreting any other Legal Requirement.

“Losses” shall mean all damages, awards, judgments, assessments, fines, sanctions, penalties, charges, costs, expenses, payments, diminutions in value and other losses, however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal there from, all actual attorneys’, accountants’ investment bankers’ and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and, subject to Section 9.4, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration.

“Liability” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Material Adverse Effect” means a material adverse effect on (i) the assets, Liabilities, properties or business of the Parties, (ii) the validity, binding effect or enforceability of this Agreement or the Collateral Documents or (iii) the ability of any Party to perform its obligations under this Agreement and the Collateral Documents; provided, however, that none of the following shall constitute a Material Adverse Effect on ARMV: (i) the filing, initiation and subsequent prosecution, by or on behalf of Shareholder of any Party, of litigation that challenges or otherwise seeks damages with respect to the Share Exchange, this Agreement and/or transactions contemplated thereby or hereby, (ii) occurrences due to a disruption of a Party’s business as a result of the announcement of the execution of this Agreement or Changes caused by the taking of action required by this Agreement, (iii) general economic conditions, or (iv) any Changes generally affecting the industries in which a Party operates.

“Permit” means any license, permit, consent, approval, registration, authorization, qualification or similar right granted by a Regulatory Authority.

“Permitted Liens” means (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings; (ii) rights reserved to any Regulatory Authority to regulate the affected property; (iii) statutory liens of banks and rights of set off; (iv) as to leased assets, interests of the lessors and sub-lessors thereof and liens affecting the interests of the lessors and sub-lessors thereof; (v) inchoate material men’s, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business; (vi) liens incurred or deposits made in the ordinary course in connection with workers’ compensation and other types of social security; (vii) licenses of trademarks or other intellectual property rights granted by ARMV, in the ordinary course and not interfering in any material respect with the ordinary course of the business of ARMV; and (viii) as to real property, any encumbrance, adverse interest, constructive or other trust, claim, attachment, exception to or defect in title or other ownership interest (including, but not limited to, reservations, rights of entry, rights of first refusal, possibilities of reversion, encroachments, easement, rights of way, restrictive covenants, leases, and licenses) of any kind, which otherwise constitutes an interest in or claim against property, whether arising pursuant to any Legal Requirement, under any contract or otherwise, that do not, individually or in the aggregate, materially and adversely affect or impair the value or use thereof as it is currently being used in the ordinary course.

“Person” means any natural person, corporation, partnership, trust, unincorporated organization, association, Limited Liability Company, Regulatory Authority or other entity.

“Regulatory Authority” means: (i) the United States of America; (ii) any state, commonwealth, territory or possession of the United States of America and any political subdivision thereof (including counties, municipalities and the like); (iii) Canada and any other foreign (as to the United States of America) sovereign entity and any political subdivision thereof; or (iv) any agency, authority or instrumentality of any of the foregoing, including any court, tribunal, department, bureau, commission or board.

“Representative” means any director, officer, employee, agent, consultant, advisor or other representative of a Person, including legal counsel, accountants and financial advisors.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations there under.

“ARMV Business” means the business conducted by ARMV.

“ARMV Common Stock” means the common shares of ARMV.

“Subsidiary” of a specified Person means (a) any Person if securities having ordinary voting power (at the time in question and without regard to the happening of any contingency) to elect a majority of the directors, trustees, managers or other governing body of such Person are held or controlled by the specified Person or a Subsidiary of the specified Person; (b) any Person in which the specified Person and its subsidiaries collectively hold a fifty percent (50%) or greater equity interest; (c) any partnership or similar organization in which the specified Person or subsidiary of the specified Person is a general partner; or (d) any Person the management of which is directly or indirectly controlled by the specified Person and its Subsidiaries through the exercise of voting power, by contract or otherwise.

“Tax” means any U.S. or non U.S. federal, state, provincial, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, intangible property, recording, occupancy, sales, use, transfer, registration, value added minimum, estimated or other tax of any kind whatsoever, including any interest, additions to tax, penalties, fees, deficiencies, assessments, additions or other charges of any nature with respect thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund or credit or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Treasury Regulations” means regulations promulgated by the U.S. Treasury Department under the Code.

ARTICLE II

THE SHARE EXCHANGE

II.1 Share Exchange. In accordance with and subject to the provisions of this Agreement and the Nevada Revised Statutes (the “Code”), at the Effective Time, BIHC shall become a wholly-owned subsidiary of ARMV, and ARMV shall be its only shareholder and shall continue in its existence with one owner, ARMV, until a merger, if any. Pursuant to the Share Exchange, the Shareholder is relinquishing all of its 10,000 BIHC common shares, constituting all issued and outstanding shares of BIHC (the “BIHC Shares”), and is acquiring 6,000,000 ARMV Shares, representing 49% of the outstanding Common Stock of ARMV.

II.2 Stock Transfer Books. Effective immediately after the Share Exchange, the stock transfer books of BIHC shall be closed for this transaction.

II.3 Restriction on Transfer. The Exchange Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Share Exchange Shares or any available exemption from registration under the Act, the Share Exchange Shares must be held indefinitely. The Parties are aware that the Share Exchange Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about ARMV.

II.4 Restrictive Legend. All certificates representing the Exchange Shares shall contain an appropriate restrictive legend.

II.5 Closing. The closing of the transactions contemplated by this Agreement and the Collateral Documents (the “Closing”) shall take place via conference call at the offices of McMurdo law Group, LLC, 1185 Avenue of the Americas, 3^rd Floor, NY 10036, or at such other location as the parties may agree.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ARMV

ARMV represents and warrants to the Shareholder that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement and, except as provided in Section 7.1, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE III, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for Changes contemplated or permitted by this Agreement).

III.1 Organization and Qualification. ARMV is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. ARMV has all requisite power and authority to own, lease and use its assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. ARMV is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it make such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed would not have a Material Adverse Effect on ARMV or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of ARMV to perform its obligations under this Agreement or any of the Collateral Documents.

III.2 Capitalization.

(a) The authorized capital stock and other ownership interests of ARMV, a Nevada corporation, consists of 75,000,000 common shares of Common Stock, of which 6,240,000 were issued and outstanding as of October 31, 2022. All of the outstanding ARMV Common Stock have been duly authorized and are validly issued, fully paid and non-assessable.

(b) Other than what has been described herein or in ARMV’s filings via EDGAR, there are no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require ARMV to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests (collectively “Options”).

(c) All of the issued and outstanding shares of ARMV Common Stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable and have been issued in compliance with applicable securities laws and other applicable Legal Requirements or transfer restrictions under applicable securities laws.

III.3 Authority and Validity. ARMV has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the receipt of any necessary consents, approvals, authorizations or other matters referred to herein). The execution and delivery by ARMV of, the performance by ARMV of its obligations under, and the consummation by ARMV of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of ARMV (subject to the approval of ARMV Shareholder as contemplated herein). This Agreement has been duly executed and delivered by ARMV and (assuming due execution and delivery by the Shareholder and approval by ARMV Shareholder) is the legal, valid and binding obligation of ARMV, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the Shareholder) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the Shareholder, the Collateral Documents will be the legal, valid and binding obligations of ARMV, enforceable against ARMV in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

III.4 No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by ARMV of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of ARMV under, or result in the creation or imposition of any Encumbrance upon ARMV, ARMV assets, ARMV Business or ARMV Common Stock by reason of the terms of (i) the articles of incorporation, by laws or other charter or organizational document of ARMV or any Subsidiary of ARMV, (ii) any material contract, agreement, lease, indenture or other instrument to which ARMV is a party or by or to which ARMV, or the assets may be bound or subject and a violation of which would result in a Material Adverse Effect on ARMV, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to ARMV or (iv) any Permit of ARMV, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on ARMV or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of ARMV to perform its obligations under this Agreement or any of the Collateral Documents.

III.5 Consents and Approvals. Except for requirements described in Schedule 3.5, no consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by ARMV in connection with the execution, delivery and performance by ARMV of this Agreement or any Collateral Document or for the consummation by ARMV of the transactions contemplated hereby or thereby, except to the extent the failure to obtain any such consent, approval, authorization or order or to make any such registration or filing would not have a Material Adverse Effect on ARMV or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of ARMV to perform its obligations under this Agreement or any of the Collateral Documents.

III.6 Intellectual Property. ARMV warrants that it has good title to or the right to use all material company intellectual property rights and all material inventions, processes, designs, formulae, trade secrets and know how necessary for the operation of ARMV Business without the payment of any royalty or similar payment.

III.7 Compliance with Legal Requirements. ARMV has operated its business in compliance with all Legal Requirements applicable to ARMV except to the extent the failure to operate in compliance with all material Legal Requirements would not have a Material Adverse Effect on ARMV or Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

III.8 Litigation. There are no outstanding judgments or orders against or otherwise affecting or related to ARMV, ARMV Business or ARMV assets and there is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, that is pending or, to ARMV’s knowledge, threatened that, if adversely determined, would have a Material Adverse Effect on ARMV or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents, except as noted in the Company’s financial statements published on OTC Markets or documented by ARMV to the Shareholder.

III.9 Taxes. To the best of ARMV’s knowledge, ARMV has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Regulatory Authority, and has paid all taxes required to be paid in respect thereof except where such failure would not have a Material Adverse Effect on ARMV, except where, if not filed or paid, the exception(s) have been documented by ARMV to the Shareholder.

III.10 Books and Records. The books and records of ARMV accurately and fairly represent ARMV Business and its results of operations in all material respects.

III.11 Brokers or Finders. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by ARMV and/or its Affiliates/Representatives in connection with the transactions contemplated by this Agreement, neither ARMV, nor any of its Affiliates/Representatives have incurred any obligation to pay any brokerage or finder’s fee or other commission in connection with the transaction contemplated by this Agreement.

III.12 Disclosure. No representation or warranty of ARMV in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by ARMV pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Date, any untrue statement of a material fact, or omitted, omits or will omit on such date to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

III.13 No Undisclosed Liabilities. ARMV is not subject to any material liability (including unasserted claims), absolute or contingent, which is not shown or which is in excess of amounts shown or reserved for in the balance sheet as of October 31, 2022, other than liabilities of the same nature as those set forth in ARMV’s financial statements and reasonably incurred in the ordinary course of its business after October 31, 2022.

III.14 Disclosed Liabilities. All liabilities disclosed by ARMV shall be paid from ARMV’s accounts receivable when and as is due. Any Liabilities, disclosed or undisclosed, shall be the sole obligation of ARMV.

III.15 Absence of Certain Changes. Since October 31, 2022, ARMV has not: (a) suffered any material adverse change in its financial condition, assets, liabilities or business; (b) contracted for or paid any capital expenditures; (c) incurred any indebtedness or borrowed money, issued or sold any debt or equity securities, declared any dividends or discharged or incurred any liabilities or obligations except in the ordinary course of business as heretofore conducted; (d) mortgaged, pledged or subjected to any lien, lease, security interest or other charge or encumbrance any of its properties or assets; (e) paid any material amount on any indebtedness prior to the due date, forgiven or cancelled any material amount on any indebtedness prior to the due date, forgiven or cancelled any material debts or claims or released or waived any material rights or claims; (f) suffered any damage or destruction to or loss of any assets (whether or not covered by insurance); (g) acquired or disposed of any assets or incurred any liabilities or obligations; (h) made any payments to its affiliates or associates or loaned any money to any person or entity; (i) formed or acquired or disposed of any interest in any corporation, partnership, limited liability company, joint venture or other entity; (j) entered into any employment, compensation, consulting or collective bargaining agreement or any other agreement of any kind or nature with any person. Or group, or modified or amended in any respect the terms of any such existing agreement; (k) entered into any other commitment or transaction or experience any other event that relates to or affect in any way this Agreement or to the transactions contemplated hereby, or that has affected, or may adversely affect ARMV Business, operations, assets, liabilities or financial condition; or (1) amended its Articles of Incorporation or By-laws, except as otherwise contemplated herein.

III.16 Contracts. A true and complete list of all contracts, agreements, leases, commitments or other understandings or arrangements, written or oral, express or implied, to which ARMV is a party or by which it or any of its property is bound or affected requiring payments to or from, or incurring of liabilities by, ARMV in excess of $10,000 (the “Contracts”). ARMV has complied with and performed, in all material respects, all of its obligations required to be performed under and is not in default with respect to any of the Contracts, as of the date hereof, nor has any event occurred which has not been cured which, with or without the giving of notice, lapse of time, or both, would constitute a default in any respect there under. To the best knowledge of ARMV, no other party has failed to comply with or perform, in all material respects, any of its obligations required to be performed under or is in material default with respect to any such Contracts, as of the date hereof, nor has any event occurred which, with or without the giving of notice, lapse of time or both, would constitute a material default in any respect by such party there under. ARMV knows of and has no reason to believe that there are any facts or circumstances which would make a material default by any party to any contract or obligation likely to occur subsequent to the date hereof.

III.17 Permits and Licenses. ARMV has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals and other authorizations as are reasonably necessary to conduct its business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its business. ARMV has not received any written or oral notice or claim pertaining to the failure to obtain any material permit, certificate, license, approval or other authorization required by any federal, state or local agency or other regulatory body, the failure of which to obtain would materially and adversely affect its business.

III.18 Assets Necessary to Business. ARMV owns or leases all properties and assets, real, personal, and mixed, tangible and intangible, and is a party to all licenses, permits and other agreements necessary to permit it to carry on its business as presently conducted.

III.19 Labor Agreements and Labor Relations. ARMV has no collective bargaining or union contracts or agreements. ARMV is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practices; there are no charges of discrimination or unfair labor practice charges” or complaints against ARMV pending or threatened before any governmental or regulatory agency or authority; and, there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or affecting ARMV.

III.20 Employment Arrangements. ARMV has no employment or consulting agreements or arrangements, written or oral, which are not terminable at the will of ARMV, or any pension, profit-sharing, option, other incentive plan, or any other type of employment benefit plan as defined in ERISA or otherwise, or any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance or other benefits. No employee of ARMV is in violation of any employment agreement or restrictive covenant.

III.21 Filings. ARMV is not subject to filings required by the Exchange Act of 1934, as amended.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BIHC AND THE SHAREHOLDER

BIHC and the Shareholder, where applicable, represent and warrant to ARMV that the statements contained in this ARTICLE IV are correct and complete as of the date of this Agreement and, except as provided in Section 8.1, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE IV, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for Changes contemplated or permitted by the Agreement).

IV.1 Organization and Qualification. BIHC has all requisite power and authority to own, lease and use BIHC’s assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. BIHC is duly qualified or licensed to do business in and are each in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it makes such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on BIHC or a Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of BIHC or the Shareholder to perform their obligations under this Agreement or any of the Collateral Documents.

IV.2 Capitalization.

(a) The authorized capital stock of BIHC is 10,000 common shares. All 10,000 outstanding shares of BIHC are owned by the Shareholder. BIHC has no shares of preferred stock authorized. The shares of BIHC common stock are duly issued and outstanding, and have been duly authorized, validly issued and outstanding and fully paid and non-assessable, which shares are Exchanged hereby, as above provided.

(b) There no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require BIHC or any of its Subsidiaries to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests.

(c) All of the issued and outstanding shares of the BIHC capital stock have been duly authorized and are validly issued and outstanding, fully paid and non-assessable (with respect to Subsidiaries that are corporations) and have been issued in compliance with applicable securities laws and other applicable Legal Requirements.

IV.3 Authority and Validity. BIHC and the Shareholder have all requisite power to execute and deliver to perform its or their obligations under, and to consummate the transactions contemplated by, this Agreement and the Collateral Documents. The execution and delivery by BIHC and the Shareholder and the performance by BIHC and the Shareholder of their obligations under, and the consummation by BIHC and the Shareholder of the transactions contemplated by, this Agreement and the Collateral Documents have been duly authorized by all requisite action of BIHC and the Shareholder. This Agreement has been duly executed and delivered (assuming due execution and delivery by BIHC and the Shareholder) is the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery by BIHC and the Shareholder of the Collateral Documents to which it is a party, if any, and assuming due execution and delivery thereof by the other parties thereto, the Collateral Documents will be the legal, valid and binding obligations, enforceable in accordance with their respective terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

IV.4 No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by BIHC or the Shareholder of this Agreement and the Collateral Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of the Shareholder under, or result in the creation or imposition of any Encumbrance upon the property of the Shareholder by reason of the terms of (i) the articles of incorporation, by laws or other charter or organizational document of BIHC, (ii) any contract, agreement, lease, indenture or other instrument to which any the Shareholder or BIHC are a party or by or to which the Shareholder or BIHC or their property may be bound or subject and a violation of which would result in a Material Adverse Effect on the Shareholder or BIHC taken as a whole, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to the Shareholder or BIHC or (iv) any Permit of BIHC or subsidiary, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on BIHC or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of the Shareholder or BIHC to perform their obligations hereunder or there under.

IV.5 Consents and Approvals. Except for requirements under applicable United States or state securities laws, no consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by BIHC or the Shareholder in connection with the execution, delivery and performance by them of this Agreement or any Collateral Documents or for the consummation by them of the transactions contemplated hereby or thereby, except to the extent the failure to obtain such consent, approval, authorization or order or to make such registration or filings or to give such notice would not have a Material Adverse Effect on BIHC or the Shareholder, in the aggregate, or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of BIHC or the Shareholder to perform their obligations under this Agreement or any of the Collateral Documents.

IV.6 Compliance with Legal Requirements. BIHC’s business has operated in compliance with all material Legal Requirements including, without limitation, the Securities Act applicable to BIHC, except to the extent the failure to operate in compliance with all material Legal Requirements, would not have a Material Adverse Effect on BIHC or a Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

IV.7 Litigation. There are no outstanding judgments or orders against or otherwise affecting or related to BIHC, or the business or assets; and there is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, that is pending or, to the best knowledge of either of the Shareholder, threatened that, that has not been disclosed and if adversely determined, would have a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

IV.8 Ordinary Course. Since the date of its most recent balance sheet, dated October 31, 2022, there has not been any occurrence, event, incident, action, failure to act or transaction involving BIHC, which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on BIHC.

IV.9 Assets and Liabilities. As of the date of this Agreement, neither BIHC nor any of its Subsidiaries has any assets or liability, except for the assets and liabilities disclosed in the balance sheet disclosed to ARMV through the date hereof.

IV.10 Taxes. BIHC, and any Subsidiaries, has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Governmental Authority, except where such failure to file would not have a Material Adverse Effect on BIHC.

IV.11 Books and Records. The books and records of BIHC and any Subsidiaries accurately and fairly represent BIHC’s business and its results of operations in all material respects. All accounts receivable and inventory of BIHC’s business are reflected properly on such books and records in all material respects.

IV.12 Financial and Other Information. To the knowledge of the Shareholder, BIHC’s financial statements do not contain (directly or by incorporation by reference) any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (or incorporated therein by reference), in light of the circumstances under which they were or will be made, not misleading.

IV.13 Brokers or Finders. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by BIHC and/or its Affiliates/Representatives in connection with the transactions contemplated by this Agreement, neither BIHC, nor any of its Affiliates/Representatives have incurred any obligation to pay any brokerage or finder’s fee or other commission in connection with the transaction contemplated by this Agreement.

IV.14 Disclosure. No representation or warranty of BIHC, BIHC, or the Shareholder in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by BIHC or the Shareholder pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Date, any untrue statement of a material fact, or omitted, omits or will omit on such date to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

IV.15 Filings. BIHC is not subject to filings required by the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended.

IV.16 Conduct of Business. Prior to the Closing Date, BIHC shall conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of ARMV, except in the regular course of business. Except as otherwise provided herein, BIHC shall not amend its Articles of Incorporation or By-Laws, declare dividends, redeem or sell stock or other securities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any material balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount or enter into any other transaction other than in the regular course of business.

ARTICLE V

COVENANTS OF ARMV

Between the date of this Agreement and the Closing Date:

V.1 Additional Information. ARMV shall provide to the Shareholder and her Representatives such financial, operating and other documents, data and information relating to ARMV, ARMV Business and ARMV’s assets and liabilities, as the Shareholder or her Representatives may reasonably request. In addition, ARMV shall take all action necessary to enable the Shareholder and their Representatives to review, inspect and review ARMV Assets, ARMV Business and Liabilities of ARMV and discuss them with ARMV’s officers, employees, independent accountants, customers, licensees, and counsel. Notwithstanding any investigation that the Shareholder may conduct of ARMV, ARMV Business, ARMV’s assets and the liabilities of ARMV, the Shareholder may fully rely on ARMV’s warranties, covenants and indemnities set forth in this Agreement.

V.2 Consents and Approvals. As soon as practicable after execution of this Agreement, ARMV shall use commercially reasonable efforts to obtain any necessary consent, approval, authorization or order of, make any registration or filing with or give any notice to, any Regulatory Authority or Person as is required to be obtained, made or given by ARMV to consummate the transactions contemplated by this Agreement and the Collateral Documents.

V.3 Non-circumvention. It is understood that in connection with the transactions contemplated hereby, ARMV will not, and it will cause its directors, officers, employees, agents and representatives not to attempt, directly or indirectly, (i) to contact any party introduced to it by the Shareholder, or (ii) deal with, or otherwise become involved in any transaction with any party which has been introduced to it by the Shareholder, without the express written permission of the introducing party. Any violation of the covenant shall be deemed an attempt to circumvent the Shareholder, and the party so violating this covenant shall be liable for damages in favor of the circumvented party.

V.4 No Solicitations. From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to ARTICLE X, ARMV will not nor will it authorize or permit any of its officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by it, directly or indirectly, (i) solicit or initiate the making, submission or announcement of any other acquisition proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to any other acquisition proposal, (iii) engage in discussions with any Person with respect to any other acquisition proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any other acquisition proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any other acquisition proposal.

V.5 Notification of Adverse Change. ARMV shall promptly notify the Shareholder of any material adverse change in the condition (financial or otherwise) of ARMV.

V.6 Notification of Certain Matters. ARMV shall promptly notify the Shareholder of any fact, event, circumstance or action known to it that is reasonably likely to cause ARMV to be unable to perform any of its covenants contained herein or any condition precedent in ARTICLE VII not to be satisfied, or that, if known on the date of this Agreement, would have been required to be disclosed to the Shareholder pursuant to this Agreement or the existence or occurrence of which would cause any of ARMV’s representations or warranties under this Agreement not to be correct and/or complete. ARMV shall give prompt written notice to the Shareholder of any adverse development causing a breach of any of the representations and warranties in ARTICLE III as of the date made.

V.7 The Company Disclosure Schedule. For purposes of determining the satisfaction of any of the conditions to the obligations of the Shareholder in ARTICLE VII, ARMV disclosures shall be deemed to include only (a) the information contained therein on the date of this Agreement and (b) information provided by written supplements delivered prior to Closing by ARMV that (i) are accepted in writing by a majority of the Shareholder, or (ii) reflect actions taken or events occurring after the date hereof prior to Closing.

V.8 State Statutes. ARMV and its Board of Directors shall, if any state takeover statute or similar law is or becomes applicable to the Share Exchange, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Share Exchange and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Share Exchange, this Agreement and the transactions contemplated hereby.

V.9 Conduct of Business. Prior to the Closing Date, ARMV shall conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the Shareholder, except in the regular course of business. Except as otherwise provided herein, ARMV shall not amend its Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or other securities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any material balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business.

V.10 Filings. Until closing, ARMV will timely file all reports and other documents relating to the operation of ARMV required to be filed, which reports and other documents do not and will not contain any misstatement of a material fact, and do not and will not omit any material fact necessary to make the statements therein not misleading.

ARTICLE VI

COVENANTS OF THE SHAREHOLDER AND BIHC

Between the date of this Agreement and the Closing Date,

VI.1 Additional Information. The Shareholder shall provide to ARMV and its Representatives such financial, operating and other documents, data and information relating to BIHC, the BIHC business and the BIHC’s assets and the liabilities of the BIHC and its Subsidiaries, as ARMV or its Representatives may reasonably request. In addition, the Shareholder shall take all action necessary to enable ARMV and its Representatives to review and inspect the BIHC assets, the BIHC business and the liabilities of BIHC and discuss them with ARMV’s officers, employees, independent accountants and counsel. Notwithstanding any investigation that ARMV may conduct of BIHC, the BIHC business, the BIHC’s assets and the liabilities of the BIHC, ARMV may fully rely on the Shareholder’s warranties, covenants and indemnities set forth in this Agreement.

VI.2 No Solicitations. From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to ARTICLE X, the Shareholder will not nor will she authorize or permit any of BIHC’s officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by it, directly or indirectly, (i) solicit or initiate the making, submission or announcement of any other acquisition proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to any other acquisition proposal, (iii) engage in discussions with any Person with respect to any other acquisition proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any other acquisition proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any other acquisition proposal.

VI.3 Notification of Adverse Change. The Shareholder shall promptly notify ARMV of any material adverse Change in the condition (financial or otherwise) of BIHC.

VI.4 Consents and Approvals. As soon as practicable after execution of this Agreement, BIHC and the Shareholder shall use his commercially reasonable efforts to obtain any necessary consent, approval, authorization or order of, make any registration or filing with or give notice to, any Regulatory Authority or Person as is required to be obtained, made or given by BIHC or the Shareholder to consummate the transactions contemplated by this Agreement and the Collateral Documents.

VI.5 Notification of Certain Matters. The Shareholder shall promptly notify ARMV of any fact, event, circumstance or action known to them that is reasonably likely to cause BIHC to be unable to perform any of its covenants contained herein or any condition precedent if not to be satisfied, or that, if known on the date of this Agreement, would have been required to be disclosed to ARMV pursuant to this Agreement or the existence or occurrence of which would cause the Shareholder’ representations or warranties under this Agreement not to be correct and/or complete. The Shareholder shall give prompt written notice to ARMV of any adverse development causing a breach of any of the representations and warranties in ARTICLE IV.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF BIHC AND THE SHAREHOLDER

All obligations of BIHC and the Shareholder under this Agreement shall be subject to the fulfillment at or prior to Closing of each of the following conditions, it being understood that the Parties may, in their sole discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.

VII.1 Accuracy of Representations. All representations and warranties of ARMV contained in this Agreement, the Collateral Documents and any certificate delivered by any of ARMV at or prior to Closing shall be, if specifically qualified by materiality, true in all respects and, if not so qualified, shall be true in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date and except for Changes contemplated or permitted by this Agreement.

VII.2 Covenants. ARMV shall, in all material respects, have performed and complied with each of the covenants, obligations and agreements contained in this Agreement and the Collateral Documents that are to be performed or complied with by them at or prior to Closing.

VII.3 Consents and Approvals. All consents, approvals, permits, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein.

VII.4 Delivery of Documents. ARMV shall have delivered, or caused to be delivered, to the Shareholder the following documents:

(i) Copies of ARMV articles of incorporation and bylaws and resolutions of the board of directors of ARMV authorizing the execution of this Agreement and the Collateral Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby.

(ii) Such other documents and instruments as the Shareholder may reasonably request: (A) to evidence the accuracy of ARMV’s representations and warranties under this Agreement, the Collateral Documents and any documents, instruments or certificates required to be delivered hereunder; (B) to evidence the performance by ARMV of, or the compliance by ARMV with, any covenant, obligation, condition and agreement to be performed or complied with by ARMV under this Agreement and the Collateral Documents; or (C) to otherwise facilitate the consummation or performance of any of the transactions contemplated by this Agreement and the Collateral Documents.

VII.5 No Material Adverse Change. Since the date hereof, there shall have been no material adverse change in ARMV’s Assets, the ARMV Business or the financial condition or operations of ARMV, taken as a whole.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF ARMV

All obligations of ARMV under this Agreement shall be subject to the fulfillment at or prior to Closing of the following conditions, it being understood that ARMV may, in its sole discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.

VIII.1 Accuracy of Representations. All representations and warranties of BIHC and the Shareholder contained in this Agreement and the Collateral Documents and any other document, instrument or certificate delivered by BIHC or the Shareholder at or prior to the Closing shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date and except for Changes contemplated or permitted by this Agreement.

VIII.2 Covenants. BIHC and the Shareholder shall, in all material respects, have performed and complied with each obligation, agreement, covenant and condition contained in this Agreement and the Collateral Documents and required by this Agreement and the Collateral Documents to be performed or complied with by the Shareholder at or prior to Closing.

VIII.3 Consents and Approvals. All consents, approvals, authorizations and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein.

VIII.4 Delivery of Documents. BIHC and the Shareholder shall have executed and delivered, or caused to be executed and delivered, to ARMV the following documents:

Documents and instruments as ARMV may reasonably request: (A) to evidence the accuracy of the representations and warranties of the Shareholder and BIHC under this Agreement and/or the Collateral Documents and any documents, instruments or certificates required to be delivered hereunder; (B) to evidence the performance by the Shareholder of, or the compliance by the Shareholder with, any covenant, obligation, condition and agreement to be performed or complied with by the Shareholder under this Agreement and the Collateral Documents; or (C) to otherwise facilitate the consummation or performance of any of the transactions contemplated by this Agreement and the Collateral Documents.

VIII.5 No Material Adverse Change. There shall have been no material adverse change in the business, financial condition or operations of BIHC and its Subsidiaries taken as a whole.

VIII.6 No Litigation. No action, suit or proceeding shall be pending or threatened by or before any Regulatory Authority and no Legal Requirement shall have been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement and the Collateral Documents that would: (i) prevent consummation of any of the transactions contemplated by this Agreement and the Collateral Documents; (ii) cause any of the transactions contemplated by this Agreement and the Collateral Documents to be rescinded following consummation; or (iii) have a Material Adverse Effect on BIHC.

ARTICLE IX

INDEMNIFICATION

IX.1 Indemnification by ARMV. ARMV shall indemnify, defend and hold harmless (i) the Shareholder, (ii) any the Shareholder’s assigns and successors in interest to ARMV Shares, and (iii) each of the Shareholder, members, partners, directors, officers, managers, employees, agents, attorneys and representatives, from and against any and all Losses which may be incurred or suffered by any such party and which may arise out of or result from any breach of any material representation, warranty, covenant or agreement of ARMV contained in this Agreement. All claims to be assorted hereunder must be made for the first anniversary of the Closing.

IX.2 Indemnification by the Shareholder. BIHC and the Shareholder shall indemnify, defend and hold harmless ARMV from and against any and all Losses which may be incurred or suffered by any such party hereto and which may arise out of or result from any breach of any material representation, warranty, covenant or agreement of the Shareholder contained in this Agreement. All claims to be assorted hereunder must be made for the first anniversary of the Closing.

IX.3 Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

IX.4 Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

ARTICLE X

TERNIXONATION

X.1 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to it being fully executed, or thereafter:

(a) by mutual written agreement of the Shareholder and ARMV hereto duly authorized by action taken by or on behalf of the respective Boards of Directors; or

(b) by any of ARMV or the Shareholder upon notification to the non-terminating party by the terminating party:

(i) if the terminating party is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement on the part of the non-terminating party set forth in this Agreement such that the conditions will not be satisfied; provided, however, that if such breach is curable by the non-terminating party and such cure is reasonably likely to be completed prior to the Closing Date; or

(ii) if any court of competent jurisdiction or other competent Governmental or Regulatory Authority shall have issued an order making illegal or otherwise permanently restricting, preventing or otherwise prohibiting the Share Exchange and such order shall have become final.

(c) Effect of Termination. If this Agreement is validly terminated by either ARMV or the Shareholder pursuant to Section 10.1, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of the parties hereto, except that nothing contained herein shall relieve any party hereto from liability for willful breach of its representations, warranties, covenants or agreements contained in this Agreement.

ARTICLE XI

MISCELLANEOUS

XI.1 Parties Obligated and Benefited. This Agreement shall be binding upon the Parties and their respective successors by operation of law and shall inure solely to the benefit of the Parties and their respective successors by operation of law, and no other Person shall be entitled to any of the benefits conferred by this Agreement. Without the prior written consent of the other Party, no Party may assign this Agreement or the Collateral Documents or any of its rights or interests or delegate any of its duties under this Agreement or the Collateral Documents.

XI.2 Publicity. All press release shall be joint press releases between ARMV and BIHC and each shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Share Exchange and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Regulatory Authorities (including any national securities inter dealer quotation service) with respect thereto, except as may be required by law or by obligations pursuant to any listing agreement with or rules of any national securities inter dealer quotation service.

XI.3 Notices. Any notices and other communications required or permitted hereunder shall be in writing and shall be effective upon delivery by hand or upon receipt if sent by certified or registered mail (postage prepaid and return receipt requested) or by a nationally recognized overnight courier service (appropriately marked for overnight delivery) or upon transmission if sent by telex or facsimile (with request for immediate confirmation of receipt in a manner customary for communications of such respective type and with physical delivery of the communication being made by one or the other means specified in this Section as promptly as practicable thereafter). Notices shall be addressed as follows:

If to the Shareholder or BIHC:

Wenflor International Inc.

3845 Boulevard International Business Park

Panama Pacifico, Suite,14,

Rousseau, Panamá, Republic of Panama WCG4+QX4

Attention: Kristina Chams

If to ARMV:

ARMA Services, Inc.

7260 West Azure Drive, Suite 140-920

Las Vegas, Nevada 89130

Attention: Eric Nixon

XI.4 Addresses. Any Party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in this Section.

XI.5 Attorneys’ Fees. In the event of any action or suit based upon or arising out of any alleged breach by any Party of any representation, warranty, covenant or agreement contained in this Agreement or the Collateral Documents, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs of such action or suit from the other Party.

XI.6 Headings. The Article and Section headings of this Agreement are for convenience only and shall not constitute a part of this Agreement or in any way affect the meaning or interpretation thereof.

XI.7 Choice of Law. This Agreement and the rights of the Parties under it shall be governed by and construed in all respects in accordance with the laws of the State of Nevada, without giving effect to any choice of law provision or rule.

XI.8 Rights Cumulative. All rights and remedies of each of the Parties under this Agreement shall be cumulative, and the exercise of one or more rights or remedies shall not preclude the exercise of any other right or remedy available under this Agreement or applicable law.

XI.9 Further Actions. The Parties shall execute and deliver to each other, from time to time at or after Closing, for no additional consideration and at no additional cost to the requesting party, such further assignments, certificates, instruments, records, or other documents, assurances or things as may be reasonably necessary to give full effect to this Agreement and to allow each party fully to enjoy and exercise the rights accorded and acquired by it under this Agreement.

XI.10 Time of the Essence. Time is of the essence under this Agreement. If the last day permitted for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a day which is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.

XI.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

XI.12 Entire Agreement. This Agreement (including the Exhibits, disclosures made as to ARMV, the BIHC financial statements, the ARMV financial statements, and any other documents, instruments and certificates referred to herein, which are incorporated in and constitute a part of this Agreement) contains the entire agreement of the Parties.

XI.13 Survival of Representations and Covenants. Notwithstanding any right of the Shareholder to fully investigate the affairs of ARMV and notwithstanding any knowledge of facts determined or determinable by the Shareholder pursuant to such investigation or right of investigation, the Shareholder shall have the right to rely fully upon the representations, warranties, covenants and agreements of ARMV contained in this Agreement. Each representation, warranty, covenant and agreement of ARMV contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire on the first anniversary of the Closing Date unless, prior to such date, the Shareholder have delivered to ARMV a written notice of a claim with respect to such representation, warranty, covenant or agreement.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

Dated: February 27, 2023

Wenflor International Inc.

By: /s/ Teresa Tattersfield

Name: Teresa Tattersfield

Title: Direct & C.E.O.

/s/ Eric Nixon

Eric Nixon

ARMA Services, Inc.

By: /s/ Eric Nixon

Name: Eric Nixon

Title: Chief Executive Officer

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders and Board of Directors of Arma Services, Inc.

We consent to the inclusion in the Form 8-K current report of Arma Services, Inc. of our report dated February 23^rd, 2023, of the consolidated Balance sheet, and the related consolidated statements of operations, consolidated stockholders’ deficit, and cashflows for the year ended October 31, 2022, and October 31, 2021.

/S/ Olayinka Oyebola

OLAYINKA OYEBOLA & CO

Chartered Accountant

PCAOB No:5968

Lagos, Nigeria

February 27, 2023

Exhibit 99.1

All information provided will be treated as confidential.

Title	Carbon capture by the cultivation of Nopal Succlent, Succlent ficus-indica L.
Concept Type	New methodology
Date of Issue	07-June-2021
Sectoral Scope	Sectoral scope(s) applicable to the methodology. For AFOLU; ALM (ICM And CGLC)
Developer	Bret Consultores SAPI de CV.
Prepared By	Teresa Tattersfield
Contact	Teretat@hotmail.com 525515117290 +12267571085

Methodology Concept Note: VCS Version 4.0

Contents

1	Summary Description of the Proposed Methodology	4

2	Relationship to Approved or Pending Methodologies	6

3	Project Activities and Applicability Conditions	7

4	Demonstration of Additionality	8

5	Quantification of Emission Reductions	9

6	Monitoring	10

7	Associated Projects and Emission Reduction Potential	10

8	Development Team	28

9	Funding	32

10	Signature	32

Appendix		34

Methodology Concept Note: VCS Version 4.0

Summary Description of the Proposed Methodology

Additionality and Crediting Method
Additionality	Project
Crediting Baseline	Project

This methodology describes steps for estimating and monitoring carbon dioxide capture and biomass in Succlent, trees, agricultural crops. The protocol is based on guidance provided in the IPCC 2003 Good Practice Guidance for Land Use, Land-Use Change and Forestry. The methodology has been designed to be applicable to estimate CO₂ s sequestration by Crassulacean Acid Metabolism (CAM) plant under field growing conditions. It is important to mention that CAM metabolism can be very variable depending on the taxonomic scale to which we are limiting (e. g, families, subfamilies, genera and species) (see Nobel and Harstock 1986); in particular, among Succlent species, the CAM metabolism can present important changes that affect the CO2 capture rates, therefore not conforming to the models and equations described here. This is very important, since around the world not only Succlent species is cultivated, in a much smaller proportion other congenerics are also used. Because of these reasons, it is recommended to use this method for crops. If the methodology is used for other species, genera or some other taxonomic category of CAM plants, the results should be interpreted with caution considering the above.

The intention of the developers has been to create an easy methodology which includes sufficient detail on methods to allow to evaluate a wide range of environmental and crop conditions in which this member of Succlent is cultivated. However, accurately estimating and projecting the values of the various Succlent carbon pools does require a level of technical ability on the part of the project proponent team. It is therefore expected that in many cases landowners and farmers may need to work with people with specific technical skills to complete the development of an Succlent carbon project using this methodology.

All the operations involved in the estimation method described here are based on data consulted from the scientific articles cited in this report (Acevedo et al 1983; Ligouri et al 2013; Nobel and Harstock 1983, 1986; Nobel and Valenzuela 1987; Nobel 1988; Nobel et al.1992, 1993, 2002; Nobel and Israel 1994; Nobel and Bobich 2002; Pimienta-Barrios et al., 2000, 2001, 2005). The CO2 capture values in Succlent correspond to theoretical data that were obtained under "controlled" or more stable conditions than those that can be found directly in the field. Although in these studies the effect of different factors that can affect the capture of CO2 in Succlent ficus-indica is already part of the evaluation, -environmental (temperature, humidity, photosynthetic active radiation, CO2 concentration), growth (development stage) and of the life cycle (in vegetative or sexual reproduction) – these factors, particularly the environmental ones, represent a small range of variation compared to the spectrum to which crops can be confronted at bigger spatial scales (throughout the geography) and much more extensive temporary (from one to ten years).

	·	Estimating the amount of carbon in the Succlent crops at the start of the project.
	·	Estimating the amount of CO2 captured by total photosynthetic surface in the crop.
	·	Estimating the value of CO2 and biomass per crop of Succlent (base line) for year during for ten years.
	·	Monitoring and documenting changes in Succlent carbon for ten years under the project scenario

The methodology requires the completion of 7 main tasks, each of which is comprised of a number of sub-tasks:

	1.	Task 1: Identification of limits and extension of project area.
	2.	Task 2: Determining the baseline scenario
	3.	Task 3: Measuring morphological variables of cladodes and trees of project area.
	4.	Task 4: Estimating biomass (tons at T0) corresponding to all plants in the project area
	5.	Task 5: Estimating CO2 capture.
	6.	Task 6: Projecting Carbon accumulation per year in project area for 10 years. The overall process used by the methodology is shown in the following methodology map.
	7.	Task 7. Monitoring and estimation.

An Succlent's methodology for accrediting carbon sequestration in crops (OMC) project involves management activities that maintain and increase the carbon stocks in the Succlent crops, in relation to the levels of carbon stored at the zero time of the project. Thus, initial conditions at cero time of the project are estimated: the amount of carbon in the Succlent crops at the start of the project, the amount of CO2 captured by total photosynthetic surface in the crop, the value of CO2 and cacti biomass per crop of Succlent (base line) for year during the project and monitoring and documenting changes in Succlent carbon during the project scenario.

Indicate using the above table whether the proposed methodology would use a project, performance or activity method for determining additionality, and a project or performance method for determining the crediting baseline.

Provide a brief summary description of the proposed methodology, including a description of the project activity(s) to which the methodology would apply. The summary should be concise.

Relationship to Approved or Pending Methodologies

Table 1: Similar Methodologies

Methodology	Title	GHG Program	Comments
VM0017	Adoption of Sustainable Agricultural Land Management	VCS	This methodology focuses on a specific set of management practices
VM0042	Methodology for Improved Agricultural Land Management, v1.0	VCS	This methodology quantifies the greenhouse gas (GHG) emission reductions and soil organic carbon (SOC) removals resulting from the adoption of improved agricultural land management (ALM) practices.

At this time, there´s no methodology approved or under development for estimating and monitoring carbon dioxide capture and biomass in Succlent crops in the VCS Program or in another approved GHG program. Therefore, it was determined that development of a new methodology was most appropriate.

Project Activities and Applicability Conditions

This methodology is global in scope and applies to estimate CO2 capture correspond to the CAM metabolism of the Succlent ficus-indica species under growing conditions. CAM metabolism can be very variable depending on the taxonomic scale to which we are limiting (e. g, families, subfamilies, genera and species).

All projects using this methodology must meet the following conditions:

Projects must meet the most recent VCS requirements for one of the following two Agricultural Land Management activities:

	·	Improved Cropland Management (ICM)
	·	Cropland and Grassland Land-use Conversions (CGLC)

The biomass accredited in the project area excludes that which is harvested per season to human use (Succulent , fruits, vegetable, or prickly pear).

Demonstration of Additionality

Nopal Succlent methodology offers a cost-effective option for projects to yield surplus GHG reductions that and demonstrate additionality to what would have occurred in the absence of the project.

The approach to additionality for Succlent's methodology for accrediting carbon sequestration in crops projects recognizes increases in the amount of CO2 removed from the atmosphere relative to “business as usual” management. It also considers the long-term risks to carbon sequestered in the project area presented by “business as usual” management and the potential emissions of carbon into the atmosphere. Under this approach, additionality takes into account the following:

	·	Onsite carbon stocks are at risk on a 20-year time scale.
	·	Land ownership and management direction are not permanent, except in cases where binding commitments limit management options, such as conservation easements (CA).
	·	Management goals and objectives are likely to change over time, especially as: ownership of a crop changes hands, as often happens between generations of family crop owners or between entities owning crops as a financial investment.
	·	Over the length of a project lifetime and in the absence of a long-term commitment to a project and associated conservation easement, emissions may have resulted from the clearing of Succulent trees to convert a crop to another crop type or from harvest.
	·	Activities that reduce average onsite carbon stocking.
	·	Committing a site to crop cover in perpetuity

The methodology requires the completion of 11 main tasks, each of which is comprised of a number of sub-tasks:

	·	Task 1: Identification of limits and extension of project area.
	·	Task 2: Determining the baseline scenario
	·	Task 3: Measuring morphological variables of cladodes and trees of project area. (Quantification)
	·	Task 4. Social and Environmental Safeguards
	·	Task 5: Estimating biomass (tons at T0) corresponding to all plants in the project area
	·	Task 6: Estimating CO2 capture.
	·	Task 7: Projecting Carbon accumulation per year in project area for 10 years. The overall process used by the methodology is shown in the following methodology map.
	·	Task 8. Monitoring and estimation
	·	Task 9. Permanence
	·	Task 10. Verification process
	·	Task 11. Credits emission

Quantification of Emission Reductions

This methodology is focused on addressing the following key variables:

	·	Estimating the amount of carbon in the Succlent crops at the start of the project.
	·	Estimating the amount of CO2 captured by total photosynthetic surface in the crop.
	·	Estimating the value of CO2 and biomass per crop of Succlent (base line) for year during for ten years.
	·	Monitoring and documenting changes in Succulents carbon for ten years under the project scenario

Monitoring

Associated Projects and Emission Reduction Potential

Currently there are no projects planned or waiting for this proposed methodology.

The methodology for completion of the tasks is as follows:

7.1

Task 1 Identification of limits and extension of project area

7.1.1

Project boundary determination

Requirement: For all projects

Goal: To determine the project boundary for baseline scenario and additionality purposes.

Method:

1.1.1

The procedures described in the sub-sections below entail the following inputs and outputs.

Inputs:

a. General knowledge of project area and expected conditions under the baseline and project Scenarios.

b. Maps of the region within which the project occurs, ideally consisting of layers in a GIS showing geographic and cultural features.

c. Geo-referenced data points delineating the project area; and,

d. Knowledge of the range of the permissible project crediting periods.

Outputs:

Geo-referenced definition of the project area.

Documented project start date.

Documented choice of project crediting period.

Documented projection of the monitoring periods.

Documented choice of Succulents carbon pools to be accounted.

Documented choice of sources of GHG emissions to be accounted.

1.1.2

Spatial boundaries

Define the boundaries of the following spatial feature:

1.1.3

Project area:

The project area is the area or areas of land on which the project proponent will undertake the project activities. Lands on which the project activity will not be undertaken cannot be included in the project area.

Describe and justify the criteria used to define the boundary of the project area. Use appropriate sources of spatial data for each of these criteria, such as remotely sensed data, field information, and other verifiable sources of information meeting the requirements laid out in the latest version of the Standard.

Provide project location in KML file and geodetic polygons, as well as additional shape files, maps, GPS coordinates or any other location information that allows the identification of the boundaries unambiguously and with a reasonable level of certainty.

1.2.

Temporal boundaries

Define the temporal boundaries listed below:

1.2.1

Project start date and end date of the project activity

The duration of the project activity must fall within the permissible range as set out in the most recent version of the Standard.

1.2.2

Starting date and end date of the project crediting period

The crediting period must fall within the permissible range as set out in the most recent version of the Standard.

1.2.3

Monitoring period

The minimum duration of a monitoring period is one year.

1.3

Carbon pools

In this section only are considered as carbon pools to be accounted, the trees of O. ficus-indica. This species reproduces sexually and propagates vegetatively. The accredited trees and respective biomass correspond only to vegetative reproduction and biomass accumulation in the first four levels of growing (i.e. cladodes corresponding to the first three generations from mother cladode). Higher growing levels are excluded because they are intended for harvest.

7.2

Task 2. Determining the baseline scenario

7.2.1

Calculating total number of trees of Succulents in the project area

Requirement: Required for all projects.

Goal: To determine the number of trees in baseline scenario.

Method: Determine the number of trees of Succulents that integrate the project area using methodology described here.

The protocol to quantify the number of trees of Succulents in project area has been designed and supported by field studies performed by ECOPLAN in more than 2000 ha crops in Mexico under different growing conditions trough of a wide geographic range.

7. 2. 1. 2. Sampling unit. Quadrants of 9m² of area (3 X 3 m). These could be delimited on project area using, rope, string or other material.

7. 2. 1. 3. Number of quadrants to sampling. The number of quadrants to measure was determinate for two types of project areas. One of them considering a project with “homogeneous” conditions of growing (i. e. low variability in number of trees per area unity, trees of the same age, equidistant crop lines), and the other one for areas with heterogeneous conditions (i. e. high variability in number of trees per area unity, trees of different age, non-equidistant crop lines), or constituted by a landscape of multiples crops with different growing conditions.

In both cases the parameter to evaluate was the number of trees per area unity. The formula to achieve a desired precision in estimating the mean of trees per area unity was taken of Zar (2010):

Where:

S²= sample variance of number of trees per quadrant

ta(2)v= two tailed critical values of Student's t, with u = n - 1 degrees of freedom

d²= width of the desired confidence interval.

7. 2. 1. 3. 1 Number of quadrants to sampling in the project areas with homogeneous conditions. Sample size was calculated with data from a sampling from a landscape of multiples crops with low variability in number of trees per area unity, trees of similar age and with equidistant crop lines. Sample variance of number of trees per area unity was calculated from 100 sampled quadrants (n= 100). From this data the next basic statistics were calculated:

N= 100 quadrant sampled

Minimum value= 21 trees per quadrant

Maximum value= 24 trees per quadrant

Mean= 22.6 trees per quadrant

Std. error= 0.091

Variance (S²)= 0.83

Stand. Dev= 0.91

Substituting the variance value in the formula, considering the value two as the desired interval confidence (only two trees):

ngh= number of quadrants to sampling in homogeneous project areas

S²=0.83

ta(2).v= 1.67

d²= 2.0

Thus, it conclude that a sample size greater than 18 quadrants is required to achieve the confidence interval of two trees in estimating the medium value of number of trees per unit of area in a project area with “homogeneous conditions”.

7. 2. 1. 3. 2 Number of quadrants to sampling in the project areas with heterogeneous conditions. Sample size was calculated with data from a sampling from a landscape of multiples crops with high variability in number of trees per area unity, trees of different age, non-equidistant crop lines. Sample variance of number of trees per area unity was calculated from n= 150 (quadrant number). From this data the next basic statistics were calculated:

N= 150 quadrant sampled

Minimum value= 6 trees per quadrant

Maximum value=30 trees per quadrant

Mean= 17.54 trees per quadrant

Std. error= 0.58

Variance (S²)= 20.04

Stand. Dev= 4.47

Substituting the variance value in the formula, considering the value two as the interval confidence (only two trees):

nght= number of quadrants to sampling in heterogeneous project areas

S²=20.04559

ta(2).v= 1.67

d²= 2.0

Thus, it conclude that a sample size greater than 56 quadrants is required to achieve the confidence interval of two trees in estimating the medium value of the crop of the variable number of trees per unit of area.

7. 2. 2. Projection of the quadrants on project area. Unities sampling (quadrants) must be randomly displayed throughout the project area. Total area of project must be divided by a grid of squares of desirable size; which will be listed in ascending order, for its later selection by means of random numbers. The sampling quadrants must be displayed on the selected squares of the grids.

Once the points to be sampled have been displayed, string quadrants must be extend over the site to be sampled, making sure that the sides of the square are perfectly straight, forming angles of 90 ° between sides.

7.2. 2. 1. Tree quantification. Count and enumerate in ascending order all the trees (label it) that were inside the area of quadrant. Total number of trees per quadrant must be recorded (T_q1, T_q2, T_q3, T_q4, T_{q (n)}……….).

From the total of trees, some of them will be selected for its measurement (see Task 3. 2. 6). The selection of the tree will be done through the random numbers. For each quadrant, the procedure described in the previous paragraphs must be followed until all quadrants to be sampled are completed.

7.2.2. 1. Average number of trees per quadrant in project area. The number of trees counted per quadrant are used to estimate this value using this formula:

Where:

µtpa = Average value of number of trees per quadrant in project area (9m²)

Tg(n) = Total number of trees within quadrants (T_q1, T_q2, T_q3, T_q4, T_{q (n)}……….)

nq=Total number of sampled quadrants

7. 2. 3. Total number of trees in project area. To estimate total number of trees the next formula will be used:

Where:

T_T= Total number of tress in project area

µ_Tpa= Average value of number of trees per m² in project area (9m2)

A_TP=Total area of the project (m2)

7.3

Task 3 Measuring morphological variables of cladodes and trees of project area.

7.3.1.

Input data

Requirement: Required for all projects

Method: The estimates of captured CO2 and biomass are derived from the morphological variables of the cladodes. With the width, length and thickness of the cladodes, surface of CO2 capture per tree is calculated. Furthermore, every cladodes per sampled tree are characterized according to their phenological state, i. e. photosynthetic and non-photosynthetic (less than one year and older than one year).

7.3.1 For each selected tree in a quadrant, all cladodes must be accounted and measured.

7.3. 1. 1. Measurements (morphometrics data). Each cladode must be labeled and characterized by three measures: length, width and thickness. The data for each cladode must be written in a data table.

"Length" (L): the most extreme points between bases of cladode until its distal edge;

“Width” (W): the most extreme points between the lateral edges.

“Thickness” (T): This attribute must be measured using Vernier at the lateral medium side of cladode.

7.3. 1. 2. Cladode classification according its phaenological events. Cladodes present a decrease in CO2 capture associated with its age; the youngest cladodes (one year old) capture on average 10% more than the cladodes of two years or more (Pienta-Barros et al 2005)

Because in the calculation of CO2 capture is considered a conservative adjustment to quantify these differences, the cladodes of selected trees must be classified according to three categories (Reyes-Agüero et al. 2005):

a) green cladodes smaller than 25 cm in length corresponding to less than two years

b) those green larger 25 cm, to cladodes older than two years without;

c) cladodes brown, larger 25 cm, correspond to cladodes older than two years and non-photosynthetically. These cladodes only are involved in biomass estimation, but they are not used to calculate Carbon dioxide captured.

7.3.2. Output data

Requirement: Required for all projects

Method: Perimeter, area of the two faces of each cladode, the surface corresponding to its edge, total surface per cladode and tree are calculated from morphological variables of the cladodes (width, length and cladode thickness).

7. 3. 2. 1. Perimeter. To each cladode (C₁, C₂, C₃, C₄, C_n……) in each tree sampled (T₁, T₂, T₃, T₄, T_n…..) the next formula was performed:

Where:

Pc1-T1= Cladode perimeter of cladode “1”of tree”1”.

AFp= adjustment factor for perimeter

Π= 3.1416

Lc1-T1= length of cladode “1” of tree”1” (cm)

Wc1-T2= width of cladode “1” of tree”1” (cm)

7. 3. 2. 2. Area of the two faces of each cladode. To each cladode (C₁, C₂, C₃, C₄, C_n……) in each tree sampled (T₁, T₂, T₃, T₄, T_n…..) the next formulas were performed:

Where:

Asc1-T1=Cladode area of a side of cladode “1” of tree”1” (cm²)

Assc1-T1=Cladode area of both sides of cladode “1” of tree”1” (cm²)

AFa= adjustment factor for area

Π= 3.1416

Lc1= cladode length of cladede “1” (cm)

Wc1= cladode width of cladede “1” (cm)

7. 3. 2. 3. Area of edge surface. To each cladode (C₁, C₂, C₃, C₄, C_n….) in each tree sampled (T₁, T₂, T₃, T₄, T_n…..) the next formula was performed:

Where:

Atc1-t1=Area of cladode thickness of cladode “1” of tree “1”(cm²)

Pc1= Cladode perimeter of cladode “1” of tree “1” (cm)

Tc1 =Tickennes of cladode “1” of tree “1” (cm)

7.3. 2. 4. Total photosynthetic surface of per cladode. To each cladode (C₁, C₂, C₃, C₄, C_n….) in each tree sampled (T₁, T₂, T₃, T₄, T_n…..) the next formula was performed:

Sc1-T1= Total photosynthetic surface of cladode “1” of tree “1” (cm²)

Assc1-t1=Cladode area of both sides of cladode “1” of tree “1” (cm²)

Atc1-t1=Area of cladode thickness of cladode “1” of tree “1” (cm²)

7.3. 2. 5. Total surface per tree. To each tree the next formula was performed:

STA(T1) = Total photosynthetic surface per tree “1”(T₁, T₂, T₃, T₄, T_n…..) (cm²)

S(n)(T1)= Total photosynthetic surface per cladode (C₁, C₂, C₃, C₄, C_n….) of tree “1” (cm²)

7. 3. 2. 6. Number of sampling trees in project area. The number of trees to measure was determinate for projects areas with heterogeneous conditions, or constituted by a landscape of multiples crops with different growing conditions. Sample size was calculated with data from a sampling from a landscape of multiples crops with high variability in number of trees per area unity, trees of different age, no equidistant crop lines. Parameter to evaluate was the total photosynthetic surface per tree (ST A (n)). Sample variance of mean total photosynthetic surface of trees was calculated from n= 200 (Succulents trees). From these data, the next basic statistics were calculated:

N= 200 trees

Minimum value= 0.16 m²

Maximum value= 5.83m2

Mean= 1.38 m2

Std. error= 0.09

Variance (S²)= 1.03

Stand. Dev= 1.019

Substituting the variance value in the formula of 2. 1. 2, considering the value 0.1m² the interval as desired confidence interval:

n= number of trees to sampling in heterogeneous project areas

S²=1.03

ta(2)v= 1.67

d²= 0.1 m²

Thus, it conclude that a sample size greater than 148 Succulents trees is required to achieve the confidence interval of 0.1 m2 in estimating the medium value of mean total photosynthetic surface of trees.

7.3. 2. 7. Number of sampling trees for measuring per quadrant. The number of trees for measuring in each sampling quadrant is calculated by the next formula:

Where:

n_tr= number of trees to sampling in heterogeneous project areas

n_qht= number of quadrants to sampling in heterogeneous project areas

n_t/c= number of sampling trees for measuring per quadrant

Thus, it concludes that a sample size greater than 2. 5 Succulents trees per quadrant is required to achieve the confidence interval of 0.1 m² in estimating the medium value of mean total photosynthetic surface of trees in project areas with heterogeneous conditions.

In project areas with homogeneous conditions number of trees per quadrant correspond to::

A sample size greater than 2. 5 Succulents trees per quadrant is required to achieve the confidence interval of 0.1 m² in estimating the medium value of mean total photosynthetic surface of trees in project areas with homogeneous conditions

7.4 Task 4: Estimating biomass (tons at T0) corresponding to all trees in the project area

7.4.1 Task 4.1 Carbon in the project area.

Requirement: Required for all projects.

Goal: to calculate the carbon retained in the project area in T₀ (at the moment of the accreditation).

Methods: To have greater accuracy about carbon retained in project area, two methods were involved. The first based on the study by Garcia and Nobel (1992), where the relationship between the surface area of the cladodes and their dry weight is evaluated, which has the behavior of an exponential function. This function and its respective constants is used to estimate biomass in dry weight from the calculated surface of each cladode.

In the second method, from the morphological data of the rackets, its volume is calculated in cm³. With this data the wet biomass of the cladode is calculated considering that the cladodes have a density of 1.06 g / cm3 (Machado-Velasco and Velez-Ruiz, 2008). Using the wet weight, dry biomass can be calculated in three different conditions of humidity (94%, 96%, 97%) (Maki-Díaz et al. 2105, Yang et al 2015). In both methods, from the dry biomass, the proportion of Carbon retained in grams is calculated, based on the fact that 35% of the biomass of Succlent ficus indica is Carbon (Yang et al 2015).

Biomass estimation by these methods was verified measuring directly the weight of the Cladodes in the field.

7. 4. 1. 1. Calculating dry weight from surface area per cladode. Calculate weight (Wt_c) is estimated for each cladode using the next formula:

Where:

Wt_c1-t1= Dry weight calculated per cladode (C₁, C₂, C₃, C₄, C_n….) per tree “1” (T₁, T₂, T₃, T₄, T_n…..) (g)

S_c1-t1= Total photosynthetic surface per cladode (C₁, C₂, C₃, C₄, C_n….) per tree “1” (T₁, T₂, T₃, T₄, T_n…..) (cm)

A= equation factor of García and Nobel (1992)= 88.3

B= equation factor of García and Nobel (1992)= 2779

7. 4. 1. 2. Calculating total dry weight from surface area per tree. Calculate dry weight per tree (Wt_t) is estimated for each tree using the next formula:

Where:

Wt_t1= Dry weight calculated per tree “1” (T₁, T₂, T₃, T₄, T_n…..) (g)

Wt_c1-T1= Dry weight calculated per cladode (C₁, C₂, C₃, C₄, C_n….) (g)

7. 4. 1. 3. Calculating average dry weight from surface area of trees in project area. Average dry weight is estimated for each tree using the next formula:

Where:

µ_Wt= average dry weight of sampled trees in project area.

Wt_t1= Dry weight calculated per tree (T₁, T₂, T₃, T₄, T_n…..) (g)

n_tr= number of trees to sampling in heterogeneous project areas……………….3. 2. 6

7. 4. 1. 4. Calculating average carbon content from surface area of trees in project area. Calculate average carbon content (µ_Ct) is estimated for each tree using the next formula:

Where:

µ_Ct= average carbon weight of trees in project area.

µ_Wt= average dry weight of trees in project area.

7. 4. 2. 1. Calculating wet weight from volume per cladode. Weigh (Wv_c1-T1) is estimated for each cladode (C₁, C₂, C₃, C₄, C_n….) for each tree (T₁, T₂, T₃, T₄, T_n…..) using the next formula:

Where:

Wv_C1=wet weigh of cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree 1 (T₁, T₂, T₃, T₄, T_n…..) (g)

d= Cladode density= 1.06 g/cm3

As_c1=Cladode area of a side of cladode “1” (1, 2, 3, n…..) in tree 1 (T₁, T₂, T₃, T₄, T_n…..) (cm²)

T _c1=Tickennes of cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree 1 (T₁, T₂, T₃, T₄, T_n…..) (cm)

V_C1=Cladode volume of cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree 1 (T₁, T₂, T₃, T₄, T_n…..) (cm³)

6. 4. 2. 2. Calculating dry weight from volume per cladode. Dry Weigh (Wvd_c1) is estimated for each cladode (C₁, C₂, C₃, C₄, C_n….) per tree (T₁, T₂, T₃, T₄, T_n…..) using the next formula:

Where:

Wvd_C1-T1=dry weigh of cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree “1” (T₁, T₂, T₃, T₄, T_n…..) (Considering 96% of water content)

Wv_C1-T1=wet weigh of cladodes of cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree “1” (T₁, T₂, T₃, T₄, T_n…..).

7. 4. 2. 3. Calculating dry weight from volume per tree (T₁, T₂, T₃, T₄, T_n…..). Dry Weigh (Wvd_T) is estimated for each tree using the next formula:

Where:

Wvd_t1=dry weigh of tree (T₁, T₂, T₃, T₄, T_n…..) (considering 96% of water content)

Wvd_C1=dry weigh of cladodes (C₁, C₂, C₃, C₄, C_n….) (considering 96% of water content)

7. 4. 2. 4. Calculating average dry weight from volume of trees in project area. Average dry Weigh (µ__Wvd) is estimated for each tree using the next formula:

µ_Wvd= average dry weight from volume of trees in project area.

Wvd_t1= Dry weight from volume calculated per tree 1 (T₁, T₂, T₃, T₄, T_n…..) (g)

n_tr= number of trees to sampling in heterogeneous project areas…………….3. 2. 6

7. 4. 2. 5. Calculating average carbon content from surface area of trees in project area. Calculate average carbon content (µ_Cv) is estimated for each tree using the next formula:

Where:

µ_Cv= average carbon weight of trees from volume in project area.

µ_Wvd= average dry weight from volume of trees in project area.

7.5 Task 5: Estimating CO2 capture

Requirement: Required for all projects.

Goal: To estimate CO2 captured with relation to photosynthetic surface

Methods: Succlent studies report the capture of CO₂ in millimoles per day, per square meter of photosynthetic surface, using the cladodes as a unit of study (e. g. Nobel and Harstock 1983, Pimienta-Barros et al. 20000, Ligouri et al. to 2013). Carbon dioxide (m²) is obtained by adding the instantaneous capture of CO2 in micromoles per second per square meter in periods of 24 hours of plant activity, from measurements made under different environmental conditions, to which CAM metabolism of this species is susceptible, such as different temperature, humidity and active photosynthetic ranges, among others. In this methodology, an average of 309 millimoles of CO2 per square meter per day of photosynthetic surface (µCO2c), equivalent to 13. 596 g of CO2 was considered. This value was obtained from the data reported in the studies cited last. Data corresponds to a value obtained from cladodes greater than two years, without fruits and under the optimal environmental conditions for a greater efficiency of CO2 capture process. Based in this value, and with the total photosynthetic surface per cladode and per tree, CO2 captured per day was estimated for the trees measured.

7. 5. 1 Estimating CO2 capture per cladode. An increase of 10% in CO2 capture was considered in youngest cladodes (one year old). To calculate CO2 captured in measured cladodes considering this factor the next formula will be performed:

Formula to younger cladodes

Formula to older cladodes

Where:

CO_2c1-T1= Carbon dioxide captured in cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree “1” (T₁, T₂, T₃, T₄, T_n…..) (g)

µ_CO2c= average of CO2 per square meter per day of photosynthetic surface 13. 596 (g)

S_c1-T1= Total photosynthetic surface in cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree “1” (T₁, T₂, T₃, T₄, T_n…..)

(cm).

fp(x)= 1.1= adjust factor to consider an increase of 10% in CO2 capture in younger cladodes. This factor only must be taken in account for cladodes shorter than 25cm.

7. 5. 2 Estimating CO2 capture per tree. To estimate CO2 captured per tree (T₁, T₂, T₃, T₄, T_n…..) the next formula will be used:

CO_2
T1= CO2 captured in tree “1” (T1, T2, T3, T4, Tn…..) (g)

CO2c1-T1 = Carbon dioxide captured in cladode “1” (C₁, C₂, C₃, C₄, C_n….) in tree “1” (T₁, T₂, T₃, T₄, T_n…..) (g)

7. 5. 2. 1. Adjusted value of CO2 capture per tree. To estimate a conservative value of CO2 captured per tree an adjust was performed based on that CO2 capture values per photosynthetic surface measured from one tree are up to three times smaller (33%) compared to the measurements by cladode (Ligouri et al. 2013). Thus the next formula will be used:

aCO_{2 T1}= adjusted value of CO2 captured in tree “1” (T1, T2, T3, T4, Tn…..) (g)

7. 5. 3 Estimating average CO2 capture per tree in project area. To estimate average CO2 captured per tree in project area the next formula will be used:

µ_C02T= average CO2 capture per tree in project area (g)

aCO_{2 T1}= adjusted value of CO2 captured in tree “1” (T₁, T₂, T₃, T₄, T_n…..) (g)

n_tr= total number of sampled trees

7. 5. 4 Estimating CO2 capture in project area per day. To estimate CO2 captured in project area in tons the next formula will be used:

CO_2pa= CO₂capture in project area per day (Tons)

µ_C02T= average CO₂ capture per day and per tree in project area (g)

T_T= Total number of tress in project area

7. 5. 5 Projecting CO2 capture in project area for a year. Using CO2 capture in project area per day, CO2 capture for a year is calculated. To obtain conservative values of captured CO2 in project area throughout the year some seasonal adjustments were included, taking into account the following factors:

Temperature. The optimum day / night temperature ranges at which the greatest CO2 capture occurrs in O. ficus indica are 24/16 ° C and 26 / 16''C. After 35 ° C / 23 ° C, capture of CO2 per day decreases to 50% (Inglese et al., 1994).Thus in the projection of CO2 capture in project area for a year an adjust was taken into account, based on the number of months of the year with a daily average temperature greater than 35 ° c. During the days of these months it was considered that the capture of CO2 is reduced to 50%. It is important to mention that the number of months that average a temperature equal or higher to 35 ° C is variable latitudinal. For this, it is recommended to consult the data of the climatological stations closest to the project area to determine how many and which months averaged values of 35 ° C or higher.

CO2 captured in project area corresponding for days of the months with mean temperatures equal or higher to 35 ° C must be calculated with the next formula:

Where

CO_2pa-t= CO2 captured in project area per day or days with temperatures equal or higher to 35 ° C (Tons)

CO_2pa= CO2 captured in project area per day (Tons)

Environmental humidity. An additional factor that significantly influences the capture capacity of CO2 in Succlentwas considered, the availability of water. According to the studies, the average CO2 capture is 50% lower after 50 days that the plant stops having access to water (Liguori et al., 2013). For this reason, for estimate a conservative value of catch of CO2 for each day of the year, an adjustment was included that reduces 50% of capture for days out of rainy season. The next formula will be used:

Where:

CO_2pa-r= CO2 capture in project area per day (ton) for days out of rainy season with temperatures equal or higher to 35 ° C (Tons)

CO_2pa= CO2 capture in project area per day (Tons)

Its important to mention that in some season of year there are days where both factors can be interact. -i. e. months with average values of 35 ° C or higher and without rains. In these cases both adjust factors must be used. The next formula will be used.

Where:

CO_2pa-T-r= CO2 capture in project area per day for days out of rainy season (Tons)

CO_2pa= CO2 capture in project area per day (Tons)

CO₂ capture in project area per year must be calculated (CO_2y) with the next formula:

Where:

CO_2y =CO₂ capture in project area per year (Tons)

CO_2pa-t= CO2 capture in project area per day for days with temperatures equal or higher to 35 ° C (Tons)

d_T= number of days in the year with temperatures equal for higher to 35 ° C

CO_2pa-T-r= CO2 capture in project area per day or days out of rainy season (Tons)

d_r= number of days in the year of rainy season

CO_2pa-r= CO2 capture in project area per day (ton) for days out of rainy season with temperatures equal or higher to 35 ° C (Tons)

d_T-r= number of days in the year of rainy season with temperatures equal or higher to 35 ° C

7.5.1

7.6 Task 6 Projecting Carbon accumulation per year in project area for 10 years

Requirement: Required for all projects.

Goal: To estimate Carbon accumulated using data of CO2 capture in project area per year.

Methods: according to previous, in a tree, mother cladodes in O. ficus indica only retain 60% of biomass generated by CO2 cached by younger cladodes (García and Nobel 1992).Therefore; to generate a conservative projection in the year only was considered a 60% of CO2 capture in project area per year for the accumulation of Carbon in baseline. The next formula must be used.

Where:

CO_2y =CO₂ capture in project area per year (Tons)

CO_2y1 =CO₂ capture in project area in year “1” (y₁, y₂, y₃………y₁₀) (Tons)

Total CO2 must be calculated by the next formula:

CO_2Total = Total CO₂ capture during project activities time (Tons)

CO_2y1 =CO₂ capture in project area in year “1” (y₁, y₂, y₃………y₁₀) (Tons).

The Carbon amount by year in project area can be estimated by the next formula:

Total Carbon amount during project activities time must be calculated by the next formula:

Development Team

Provide a description of the qualifications and expertise of the members of the development team. In particular, include professional and/or academic experience related to the development of methodologies and projects.

Dr Víctor Manuel Mayoral

Dr. Victor Manuel Mayoral is a chemical engineer from the National Polytechnic Institute of Mexico with a Master of Science and a PhD in Chemical Engineering from the Institut du Génie Chimique de Toulouse and the Paul Sabatier University in France. He has a Post-doctorate in Biotechnology from the University of LEEDS, UK. He is considered one of the most recognized Mexican experts in applied chemistry and is a professor at the National Polytechnic Institute of Mexico. Dr. Mayoral's research work has generated in the last twenty years publications in international science journals as well as the generation of seven registered patents

MSC Teresa Tattersfield

María Teresa Tattersfield, is currently the forest carbon Manager of WRI Mexico. Responsible for designing the largest forest carbon capture project in Mexico; develop the necessary alliances with key actors for the field projects component, as well as for monitoring and influencing public policy in Mexico.

For the past 10 years, she has been involved in the design and development of methodologies and protocols that have been implemented in Mexico with great success in the sale of offsets in the international market; such as The Climate Action reserve Forest Carbon Protocol for Mexico (released in 2014), Carbon Capture for Succlents (currently in validation process with CAR), The Mexican Forest Carbon Standard from de Mexican Ministry of Environment (Semarnat), among others.

Previously, she was in charge of the National Program of Natural Solutions of the Tecnológico de Monterrey University, promoting conservation programs through economic instruments, advising the Neutralízate Program of the Pronatura México organization, in the years when the voluntary forestry market in Mexico was consolidated with Pronatura pilot projects that are now the benchmarks in Latin America.

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, and was in charge of the relationship with the priority states on mitigation and adaptation issues, promoted the realization of the first Plans State of Climate Change, as well as political analysis and preparation of recommendations for decision making in the design of agreements and memoranda of understanding in the Mexico-United Kingdom relationship on issues such as low carbon economy.

On the other hand, 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 Markets. In her work at the Ministry of Environment and Natural Resources, she coordinated initiatives such as the restoration of the Lerma Chapala Basin. She has also coordinated cooperation projects for Mexico in the field of rural training with different international organizations and institutions such as the CEC, USAID, UNDP, etc., and has had the opportunity to participate in several publications of the same.

Teresa is an expert in project execution and evaluation, with extensive experience in the federal government, non-governmental organizations, international organizations and academia.

Biologist Alberto Ramírez

Alberto Ramírez is the Forest Carbon Coordinator at WRI Mexico. He is responsible for coordinating CO2 capture forestry projects; through the formation of community technical capacities; linking forest communities at the national level; advice on removal inventories, monitoring, reporting and verification. He actively participates in the implementation of activities aimed at influencing public policy on issues of biodiversity, management of forest resources and mitigation of climate change.

He has collaborated as a consultant for entities such as CONAFOR, PROBOSQUE; SEDEMA; WWF Mexico; Climate Action Reserve (CAR); PRONATURE; ClimateSeed, among others, for the development and evaluation of the viability of CO2 capture forestry projects; He has experience as a verifier in compliance with forestry regulations in matters of 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 the CAR Forest Protocol for Mexico v.2.0 and the Draft Forest Protocol for the Emissions Trading System (SCE MX).

His main activities are focused on the sustainable management of natural resources through the participation of rural communities, technical training and national and international dissemination of the current status of the potential of Mexican forests for carbon markets.

Alberto is a Biologist graduated from UNAM.

Biologist René Ibarra

René worked as a specialist in certification of national and international standards focused on the sustainable management of natural resources, in the Association of Normalization and Certification A.C.

He served as a certification engineer for the evaluation of the NMX-AA-143-SCFI-2015 for the sustainable management of forest resources; standard in which he led the works of certification of 156 forest properties in 13 states of the republic, managing to certify 914, 720 hectares until 2019. He was also a leading verifier in the NMX-AA-170-SCFI-2016 for the certification of forest nurseries; NMX-AA-169-SCFI-2016 for the establishment of production units and forest germplasm management and as Substitute Technical Manager of the Verification Unit, accredited by the Mexican accreditation entity for the evaluation of the NMX-AA-144- standards. SCFI-2008 and NMX-N-107-SCFI-2010 related to the sustainable production and free of elemental chlorine of paper.

He has been accredited as a leading verifier by the Climate Action Reserve to verify carbon capture projects under the standard of the Mexico Forest Protocol since 2016, participating in the evaluation of 48 projects developed in the State of Mexico, Mexico City, Puebla, Oaxaca, Veracruz, Hidalgo and Durango under the Mexico Forest Protocol. He has also participated in national and international forums such as the North American Carbon World conference in its editions from 2017 to 2019, the year in which he was the recipient of the CARROT award granted by the Climate Action Reserve to its most outstanding partners and collaborators for promoting and encouraging the establishment of forest carbon sequestration projects in Mexico.

He currently works as Coordinator of Forest Communities for WRI Mexico's CO2munitario project; coordinating the implementation of projects at the national level and contributing its experience in the training of personnel in site and in the integration of evidence of compliance with social and environmental safeguards, distribution of benefits, calculation of removals and the eligibility and additional criteria of the Mexico Forest Protocol.

Funding

Private corporation that has focused on agriculture production and increasing productivity, in the agriculture sector.

The funding has been secured in the private sector by the corporation and those not required any milestones to be met.

Bret will be publicly listing company on the US over the counter market (OTC Markets). Whose focused on increasing food security and researching and developing climate mitigation in the agriculture sector.

The project is linked to project development over 5000 ha of Succulents. The founding source has already been secured in the form of private placement of major share holders of the publicly listed company.

Signature

By signing and submitting this methodology concept note, the Developer agrees to pay Verra the non-refundable application fee, the rate of which is set out in VCS Program document Program Fee Schedule. The Developer also acknowledges and agrees that it has read, understood and will abide by the VCS Program rules, and that the acceptance or non-acceptance of this methodology concept note shall be at the sole discretion of Verra. All information provided will be treated as confidential.

Signed for and on behalf of:

	Name of entity:	Bret Consultores SAPI de CV.

	Signature:	/s/ Teresa Tattersfield

	Name of signatory:	Teresa Tattersfield

	Date:	June 20, 2021

Appendix

Use appendices for supporting information. Delete this appendix (title and instructions) where no appendix is required .

11 LITERATURE CITED

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Inglese, P., A. I. Alvaro, and P. S. Nobel. 1994. Growth and CO2 uptake for cladodes and fruit of the Crassulacean acid metabolism species Succlent ficus-indica during fruit development. Physiologia Plantarum. 91: 708-714.

Liguori, G., G. Inglese, F. Pernice, G. Sortino, and Paolo Inglese. 2013. CO2 uptake of Succlent ficus-indica (L.) Mill. whole trees and single cladodes, in relation to plant water status and cladode age. Italian Journal of Agronomy.8: e3.

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Nobel, P. S., and T. L. Hartsock. 1986. Leaf and Stem CO2 Uptake in the Three Subfamilies of the Cactaceae. Plant Physiology. 80: 913-917.

Nobel, P. S. and A. G. Valenzuela. 1987. Environmental responses and productivity of the CAM plant, Agave tequilana. Agricultural and Forest Meteorology 39:319-334.

Nobel, P. S. 1988. Environmental Biology of Agaves and Cacti. New York: Cambridge University Press. Pp. 270.

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Nobel, P. S., B. Huang, and E. García-Moya, 1993. Root distribution, growth, respiration, and hydraulic conductivity for two highly productive agaves. Journal of Experimental Botany. 44:747-754.

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Nobel, P. S., E. Pimienta-Barros, J. Zaduño, and B. Ramirez-Hernandez. 2002. Historical aspects and net CO2 uptake for cultivated Crassulacean acid metabolism plants in Mexico. Ann. Appl, Biol. 140: 133 – 142.

Nobel, P. S., and E. G. Bobich. 2002. Plant frequency, stem and root characteristics, and CO2 uptake for Succlent acanthocarpa: elevational correlates in the northwestern Sonoran Desert. 130(2):165-172

Pimienta-Barrios, E., M. Loera-Q, and L. O. López. 1993. Estudio anatómico comparativo en colectas del subgénero. Succlent. Agrociencia Serie Fitociencia. 4:7-21.

Pimienta-Barrios, E., J. Zañudo-H, E. Yepez, and P. S. Nobel. 2000. Seasonal variation of net CO2 uptake for Succlent pear (Succlent ficus-indica) and (Stenocereus queretaroensis) in a subtropical environment. Journal of Arid Environments. 44:73-83.

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Pimienta-Barrios, E., J. Zañudo-Hernandez, V. C. Rosas-Espinoza, A. Valenzuela-Tapia, and P. S. Nobel. 2005. Young Daughter Cladodes Affect CO2 Uptake by Mother Cladodes of Succlent ficus-indica. Annals of Botany. 95: 363–369

Reyes-Agüero, J. A., J. R. Aguirre-Rivera, and J. L. Flores-Flores. 2005. Variación morfológica de Succlent (Cactaceae) en relación con su domesticación en la altiplanicie Meridional de México. Interciencia, 30: 476-488.

Yang, L., M. Lu, S. C., J. Mayer, J. C. Cushman, E. Tian, and H. Lin. 2015. Biomass characterization of Agave and Succlent as potential biofuel feedstocks. Biomass and Bioenergy. 73: 43-53.

Zar, J. H. 2010. Bioestatistical analysis. Prentice Hall, NJ.