brooqLy Inc

brooqLy, Inc. is referred to in these notes to the Unaudited Condensed Financial Statements as the “Company”.

NOTE 1 – DESCRIPTION OF BUSINESS

The Company is an early-stage company incorporated in Nevada on February 19, 2021, under the name “MyTreat, Inc”. On May 12, 2021, pursuant to an amendment to its Articles of Incorporation filed in Nevada, the Company filed to change its name to brooqLy, Inc.

The Company is a technology company that has developed a Social Networking Platform that connects its Users using the practice of purchasing and sending Food and/or beverage products (“Treats”). The participants in the Company’s Platform include: Shops, Sending Consumers, Receiving Consumers and Brands.

The Company has created a technology infrastructure for the Shops, Sending and Receiving consumers, and Brands that wish to advertise with the Company, to interconnect, interact, and engage in what the Company has strived for, a “fun experience.” The Company’s Platform serves as the connection point and facilitator among its Platform participants, who are the Shops Sending Consumers, and Receiving Consumers.

On October 14, 2021, the Company applied to the US Patent and Trademark Office for the trademark “BROOQLY”, which application was accepted and granted on February 28, 2023.

On October 14, 2021, the Company applied to the EU Intellectual Property Office for the trademark “BROOQLY”, which application was accepted on February 2, 2022.

On March 29, 2023, the Company completed an agreement with REM People, a new Generation, Retail Analytics Company with coverage in over 50 markets, establishing a partnership for the Turkish Market. This partnership will allow the Company to potentially establish a strong presence in the Turkish market and expand its reach in the region.

On or about April 5, 2023, the Company completed a partnership extension for the Romanian Market with Field Insights CEE, a Marketing Intelligence company with operations in 17 Central and Eastern European countries. This partnership extension was made to potentially capitalize on the performance already achieved in the Romanian market and in setting the standards for the upcoming markets to follow.

On April 12, 2023, the Company announced a partnership, for the Greek market, with Botilia.gr, a platform, specializing in online wine and spirit sales.

The Company has publicly announced that it will raise up to $5,000,000 from Accredited Investors pursuant to a Regulation D/Rule 506(c) offering. To achieve this, the Company completed an agreement on July 31, 2023, with Jahani & Associates (“J & A”) to act as their advisor for expansion into the Middle East and Southeast Asia. Following, on the same date, the Company also completed an agreement with Umergence LLC (“UMG’), a registered broker-dealer, to introduce accredited investors with whom UMG has a pre-existing business relationship. After having made a first required payment of $12,500, because we did not make the second payment of $12,500 as a result of the Company’s inability to pay, the broker-dealer has paused in their efforts to procure investors until such time when the second payment is made.

On July 27, 2023, our sponsoring broker-dealer, Glendale Securities, received notification from FINRA that its 15c2-11 under the Securities Exchange Act of 1934, complied with FINRA Rule 6432 and that we may initiate a price quotation. Our common stock is now quoted under the ticker symbol “BRQL”.

On October 17, 2023, the Company, as part of its environmental sustainability initiate, announced a strategic alliance with Enaleia, a prominent organization based in Greece committed to advancing marine ecosystem sustainability through circular and social economy solutions.

On October 27, 2023, the Company reported that it has been approved for DWAC/DRS service, a preferred stock transfer system.

On March 13, 2024, the Company announced the launch of operations in the Czech Republic potentially strengthening its presence in Central-Eastern and Southeastern Europe.

On March 27, 2024, the Company announced launch of its operations in Sub-Saharan Africa with a base in Zambia as part of a strategy to have its platform available to all continents.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024. The balance sheet as of December 31, 2023, was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report.

The results of operations for the three and three months ended March 31, 2024, are not necessarily indicative of results for the entire year ended December 31, 2024.

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The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”). The Company has adopted a December 31 fiscal year end.

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, revenue and expenses 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.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Intangible Assets

Intangible assets are measured at cost less accumulated amortization and impairment losses, if any. They are amortized on a straight-line basis over their estimated useful lives. The Company is amortizing their software application over the useful life of 5 years.

Fair Value of Financial Instruments

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

Income Taxes

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

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of 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. The company has three types of revenues; a) fees charged to shops for registering with the company’s app, b) treats sent from receiving and/or sending consumers, and c) advertising from other company brands on the app.

All services are recorded at the time that control of the products is transferred to the Receiving consumers upon their redemption of their treat. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to consumers.

Revenue recognized from contracts with customers is disclosed separately from other sources of revenue. ASC 606 includes guidance on when revenue should be recognized on a Gross (Principal) or Net (Agent) basis. The Company’s revenue is recognized primarily as performance obligations are satisfied. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period.

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Stock-Based Compensation

The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.

For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2024.

Recent Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption.

Foreign Currency Translation

The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities are translated at the exchange rates in effect at the time of acquisition or issue. Revenues and expenses are translated at rates approximating the exchange rates in effect at the time of the transactions. All exchange gains and losses are included in operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which considers the continuation of the Company as a going concern. The Company recorded $29 in revenue for the three months ended March 31, 2024. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenue to cover operating costs. Until we generate material operating revenues, the Company will require additional debt or equity funding to continue its operations, however, there is no assurances that the Company will conduct such an offering or that it will raise sufficient funding to continue its operations.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. If the company is unable to raise additional funds, there is substantial doubt about its ability to continue as a going concern.

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NOTE 4 – INTANGIBLE ASSET

As of March 31, 2024, and December 31, 2023, Intangible assets consisted of the following:

On April 20, 2021, the Company entered into an agreement with Nikolaos Stratigakis to develop its online platform for a value of 5,000 Euro in cash and 147,482 shares of restricted common stock shares at the stated value of $0.20 per share equal to the value of $29,497. Then on July 1, 2022, the Company entered into a second agreement with Nikolaos Stratigakis for a value of $10,920 and 270,000 restricted common stock shares at the stated value of $0.24 per share equal to the value of $64,800.

Additionally, On July 1, 2023, the company added Exhibit B to the agreement with Nikolaos Stratigakis to develop a new web-based Backend Platform to accommodate the new mobile version of the application for a project cost of $19,056 completed by September 30, 2023.

To further develop and expand the online platform the Company also engaged Citiwave Systems, Ltd and entered into an agreement on October 1, 2023, for a value of $33,117 in cash and 100,000 shares of restricted common stock at the stated value of $0.22 per share equal to a value of $22,000. As per the same agreement the Company issued the remaining 100,000 shares of restricted common stock at the trading value of $0.58 per share for a value of $58,000 as of January 11, 2024.

The total value of $282,097 was amortized over its useful life of 5 years. Intangible assets are measured initially at cost. After initial recognition, an entity usually measures an intangible asset at cost less accumulated amortization.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has related party transactions with its three executive officers who have contributed from time to time to facilitate cash flow. The Company has due to related party an amount of $2,797 to the Company’s CEO, Panagiotis N. Lazaretos, $3,395 to the Company’s Chief Financial Officer, Helen V. Maridakis, and $17,209 to the Company’s Chief Operating Officer, , Nikolaos Ioannou, has as of March 31, 2024.

NOTE 6 – NOTE PAYABLE AND PROMISSORY NOTE

On May 10, 2023, Eltino, Ltd, provided a loan with a non-interest-bearing promissory note to the Company valued at $25,000. The note has a repayment maturity date of December 31, 2024. There are no minimum monthly payments.

Additionally, on May 17, 2023, the Company entered into a Convertible Promissory Note Agreement with Skordilakis & Sia, IKE, who agreed to lend $30,000 to the Company (the “Loan Amount”). The Note was converted into 500,000 common stock shares on August 22, 2023, the date which the conversion decision was made. Skordilakis & Sia, IKE provided written notice to the Company on August 22, 2023, of their Conversion Decision. According to the Convertible Note the repayment amount was $60,000 upon the maturity date of the Note, December 31, 2024, therefore, the Company recognized $30,000 as interest expense as of December 31, 2023.

On August 29, 2023, the Company signed a Promissory note with Bridusa-Dominca Kamara for the loan amount of $30,000. The Note has a maturity date of December 31, 2024, and interest of $14,000, payable on the maturity date. Additionally, Ms. Kamara will also receive 200,000 common stock shares on December 31, 2024, which were issued on April 9, 2024. The Company has recognized accrued interest expense of $4,750 as of March 31, 2024, for this Promissory Note.

On February 22, 2024, the company entered into a Convertible Promissory Note Agreement with Angelos Rezos,, who agreed to lend $60,000 to the Company with a repayment amount of $78,000 on the maturity date of December 31,2024. Additionally, Angelos Rezos entered into a second Convertible Promissory Note Agreement on March 21, 2024, to lend the company $20,000 with the repayment amount of $26,000 on the maturity date of December 31, 2024. Both convertible notes have the conversion decision as of September 30, 2024, but Mr. Rezos made the decision to convert both loans on April 9, 2024.

NOTE 7 – STOCKHOLDERS’ DEFICIT

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On March 31, 2024, there were 24,365,000 common shares issued and outstanding.

For the year ended December 31, 2022, the Company issued 550,000 shares of common stock for cash proceeds of $78,000 and 617,482 shares of common stock for services rendered, a value of $144,800.

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On February 25, 2022, the Company cancelled 1,000,000 in common shares and warrants issued to an accredited investor. The Company had entered into a subscription agreement on September 30, 2021, whereby the investor agreed to purchase up to 1,000,000 restricted common stock shares and 1,000,000 in warrants at $0.10 per share. The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the Company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor.

For the year ended December 31, 2022, the Company issued 550,000 restricted common stock shares for cash proceeds of $78,000, of which 350,000 common stock shares for cash proceeds of $35,000 were from the exercise of warrants. The Company has also received cash proceeds of $20,000 for 100,000 shares to be issued. Additionally, the Company issued 617,482 common stocks for services at a value of $174,295 as of December 31, 2022.

For the year ended December 31, 2023, the Company issued 550,000 restricted common stock shares for cash proceeds of $120,000, of which $20,000 was for cash proceeds already received as of December 31, 2022. Additionally, the Company issued 500,000 restricted common stock shares for the conversion of the loan at a value of $60,000 and 600,000 restricted common stock shares for services at a value of $122,000 as of December 31, 2023.

For the three months ended March 31, 2024, the Company issued 100,000 restricted common stock for services at a value of $58,000. Additionally, the company issued 30,018 restricted common stock as a gift to initial shareholders at value of $17,410.

Warrants

From September 17, 2021, to December 31, 2021, the Company sold 2,000,000 Common Stock Shares to 3 accredited investors at a price of $0.10 per share or an aggregate of $200,000, which subscription also included 1 Common Stock Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10). The Purchase Warrant provides that upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB, the Warrant Exercise Price will then be calculated at a50% discount to the 7-day average price for that 7-day period preceding exercise of the Warrant. The Warrant Exercisable Period is 5 years from the date of the Subscriber subscribing to the Shares.

Under ASC 480 “Distinguishing Liabilities from Equity” the management has determined that these warrants are freestanding instruments issued by the Company to a shareholder giving them the right to purchases additional equity shares, thereby they are classified as equity. The warrants meet the underling factors that determine if they fall under the scope of ASC 480-10 to be classified as equity. The share purchase warrants are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity.

Changes in Equity

For the year beginning January 1, 2024, the Company had a shareholders’ deficit balance of $76,960. With the issuance of 100,000 restricted common stock shares for services rendered, a value of $58,000, the issuance of 30,018 restricted common stock shares at a value of $17,410 and the net loss of $95,656 for the three months ended March 31, 2024, the ending balance is a deficit of $97,205 as of March 31, 2024.

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For the year beginning January 1, 2023, the Company had a shareholders’ deficit balance of $10,672. With the sale of 500,000 restricted common stock shares for a value of $100,000 of which $20,000 was for cash proceeds already received as of December 31, 2022, the issuance of 500,000 restricted common stock shares for services rendered, a value of $100,000, and the net loss of $134,836 for the three months ended March 31, 2024, the ending balance in equity is $34,492 as of March 31, 2023.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. 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 9 – INCOME TAXES

The Company had federal net operating loss carry forwards of approximately $907,002 at March 31, 2024, and $828,757 at December 31, 2023 which may be available to offset future taxable income. Utilization of the net operating loss carry forwards are subject to limitations imposed by IRC Section 382/383 resulting from changes in ownership. At the date of this filing, management has not reviewed the Company’s ownership changes and will perform the study in advance of any potential use of the NOL’s. Based upon management’s assessment, a full valuation allowance has been placed upon the net deferred tax assets, since it is more likely than not that such assets will not be realized. Therefore, no financial statement benefit has been taken for the deferred tax assets, as of the filing date.

The components of net deferred tax assets are as follows:

NOTE 10 – SUBSEQUENT EVENT

On April 9, 2024, the Company issued 800,000 restricted common stock shares to Angelo Resos for the conversion on two convertible notes dated February 2, 2024, and March 21, 2024.

Additionally, the company issued 200,000 restricted common stock shares to Brindusa Domnica Kamara as per the Promissory noted dated July 22, 2023

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