brooqLy Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the annual period ended December 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

000-56399

BrooqLy, Inc.

(Exact name of small business issuer as specified in its charter)

**10101 S. Robert Road, Suite 209 **

Palos Hills, Illinois 60465

(Address of principal executive offices)

718-705-8770

(Company’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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.☐

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

As of April 1, 2024, there were 24,365,000 shares outstanding.

TABLE OF CONTENTS

BROOQLY, INC.

Form 10-K

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common stock shares.

As used in this report and unless otherwise indicated, the terms “we”, “us” and “us” refer to BrooqLy, Inc.

The following terms are defined for use in this 10-K:

The terms “Shop or “Shops”, means bars, restaurants, and cafeterias, that have registered or potentially can register for our Platform.

The term “Brand” or “Brands” is defined as the producer or distributor of a particular food or beverage product that advertises on our Platform to promote their brand or branded product.

The term “Treat” is defined as a food, beverage or other various gifting product to be purchased and sent from one consumer to another.

The term “Sending Consumer” means a person that uses our Platform to purchase and send a Receiving Consumer a “Treat”.

The term “Receiving Consumer” means the person that is the recipient of the “Treat”.

The term "Users” means the total of Sending Consumers and Receiving Consumers.

The term “App” means the smartphone application available to our Users to download, register and send / receive Treats.

The team “Dashboard” means the web-based application used by our system administrators to setup and manage the App functionalities.

The term “Platform” means our own software platform (consisting of the App and Dashboard) with our intellectual property components that provide an infrastructure for Sending Consumers, Receiving Consumers, Shops, and Brands, to interact and interconnect.

The term, “Local Partner” means the company that we will provide exclusive geographic rights to for the purpose of executing our business plan in a specific geographic area pursuant to a revenue sharing agreement.