DYNAMIC AEROSPACE SYSTEMS Corp
For the period ended Dec 31, 2024. Filed Apr 1, 2025.
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FY2024 · Filed Apr 1, 2025
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Item 1. Business
Corporate History
We were incorporated in Nevada on February 19, 2021, as “MyTreat, Inc”. On May 12, 2021, we changed our name to BrooQLy Inc. in Nevada pursuant to an amendment to our Articles of Incorporation.
Industry Background
Our business offering is a unique combination of the following technologies:
| · | Social Networking |
| · | Online Food Ordering |
| · | Gifting |
In 2019, the social network advertising revenue in the United States amounted to 36.14 billion U.S. dollars. This figure is projected to further grow and surpass 50 billion U.S. dollars by the end of 2021.
Site: https://www.cnbc.com/2019/05/07/digital-ad-revenue-in-the-us-topped-100-billion-for-the-first-time.html
Site: https://www.statista.com/statistics/271259/advertising-revenue-of-social-networks-in-the-us/
Online ordering food revenue is projected to rise to $220 billion in 2023 and constitute - 40% of restaurant sales. Digital ordering and delivery have been growing 300% compared to dine-in traffic since 2014. Takeout increased by 286% in 2020. Digital orders have increased by 135% since June 2020.
Site: https://blog.trycake.com/41-online-ordering-stats-to-know-in-2021
Site: https://upserve.com/restaurant-insider/online-ordering-statistics/
Business Overview
We have developed an innovative technological platform that allows:
| · | Retail Shops |
| · | Consumers |
| · | Consumer Packaged Goods Brands |
to connect and interact through a Social Networking experience.
Our Platform enables:
| · | Retail Shops to register and upload their Catalog Products called “Treats”. |
| · | Consumers to sign-up, purchase and send “Treats” to other registered Users. |
| · | Brands to advertise their Products throughout our Platform. |
Currently there are three ways (“Modes”) to purchase and send Treats.
| · | Remote Mode |
| A platform User selects a City, a Registered Shop, a Product to be purchased and a Platform-Connected User for the Product to be sent. |
| · | In-Shop Mode |
| A platform User checks-in to a Registered Shop and gains access to all checked-in Users (either Platform-Connected or not) after which the User selects a Product to be purchased and sent to the selected User. |
| · | At-Home Mode |
| In collaboration with online retail Shops, a Platform User can send a purchased Product to the home of a Platform-Connected User. The delivery of such Product occurs using the delivery means of the online retail Shop. |
Planning for The Future
The Company intends to strategically reposition itself as a leading provider in the rapidly growing field of drone technology and autonomous logistics. As part of this transformation, the Company plans to change its name to better reflect its new mission and industry focus.
The Company intends to focus on the design, engineering, and manufacturing of unmanned aerial vehicles (UAVs) to serve commercial, industrial, and governmental markets. In parallel, the Company plans to deliver cutting-edge autonomous logistics solutions that utilize advanced drone systems and smart delivery infrastructure.
As part of this transformation, the Company also intends to incorporate its proprietaryBrooQLy software platform into its logistics operations. Originally developed as a social engagement tool,BrooQLy will be adapted and integrated into the Company’s autonomous logistics offering to manage user engagement, real-time tracking, delivery optimization, and customer communication—enhancing transparency and creating a more intuitive, on-demand logistics experience.
A key strategic move supporting this transition is the appointment of Ron J. Rich, former Vice President of Propulsion Systems at Honeywell Aerospace to the Company’s Board of Directors. Mr. Rich’s deep aerospace expertise is expected to contribute significantly to product development, operational scale, and industry partnerships.
Looking forward, the Company intends to build strategic alliances with aerospace suppliers, logistics operators, and research institutions, enabling rapid development and deployment of its UAV platforms and logistics technologies. Through these efforts, Brooqly, Inc. aims to establish itself as a forward-thinking, innovation-driven leader in next-generation aerospace and autonomous delivery systems.
We plan to upgrade our Platform to a holistic “out-of-home entertainment” platform by adding further user-friendly functionalities for its Users, in addition to the “Treating Modes”. Such Functionalities will include (but not limited to):
| · | Table Reservation System |
| · | Meal Pre-Ordering System |
| · | Waiter-less Ordering System |
Target Markets
Our target markets are:
| · | Shops, consisting of bars, restaurants, and coffee houses |
| · | Consumers |
| · | Brands |
Our market is currently concentrated in Central & Southeastern Europe. Our strategy is to add 3 new markets each year. We plan to increase our target regions to expand our presence and coverage in:
| · | Western and Central / Eastern Europe |
| · | North & South America |
| · | Middle East & Africa |
Platform Benefits
Our Platform is designed to benefit Shops, Users, and Brands, as follows:
| · | Shops |
| ○ | Obtaining sales from Remote Customers |
| ○ | Obtaining additional awareness and visibility |
| ○ | Having online, real-time analytics on the spending of our Users |
| · | Users |
| ○ | Showing gratitude to loved ones, globally using the Remote treating mode |
| ○ | Making new connections using the In-Shop treating mode |
| ○ | Sending Products (“Treats”) with home delivery using the At-Home treating mode |
| · | Brands |
| ○ | Gaining access to a targeted audience that is ensembled to exchange food, beverage and other products |
| ○ | Getting customized brand positioning by advertising throughout our Platform |
| ○ | Having online, real-time analytics on the spending within the Platform |
How the Platform Works
A Shop registers by paying an annual fee on our Platform thereby providing access to our Platform and the ability to upload:
| · | Shop photos to be displayed on our app |
| · | Treat Catalog (Food, Beverage and other Gifting Products) with pricing information |
| · | Banking information, so we can execute relevant payments to its owners |
A User downloads our App for free (from the Google and Apple app stores), completes account information, uploads a photo, and connects with friends by importing them from various sources, such as their phone catalog, Meta (Facebook), or other social networking platforms.
Then the User gains access to our newsfeed that shows “connected friends” activity similar to other Social Networking platforms. Therefore, every User, can share photos, “like” other connected User photos and send and receive notifications and messages.
Following that, the User can select one of three “Treating Modes” to purchase and send a Treat to another User:
Platform Data
Our platform is designed to be multi-lingual (currently operating in English, Greek, Romanian, Turkish and Czech) and a multicurrency conversion feature (so a Sending Consumer from one country receives real-time conversion when purchasing a Treat for a Receiving Consumer from another country).
We started operations in:
| · | Greece, on August 13, 2021 (a market that we shall be managing directly with our own resources) |
| · | Romania, on August 26, 2021 (a market that we shall be managing using a Local Partner) |
| ·· | Turkey, on July 1, 2023 (a market that we shall be managing using a Local Partner)Czech Republic, on April 1st, 2024 (a market that we is managed directly with our own resources) |
Revenue Sources
Our revenue is derived from 3 sources:
| · | Annual Shop Registration Fee at $120 per year. |
| · | Treat Commission at 20% fee for each transaction made on our Platform for each Shop, i.e. a Sending Consumer orders a catalog product from a registered Shop on our Platform, which costs $10, 20% of which ($2) is retained by us. |
| · | Brand(s) that wish to advertise on our Platform, which advertising fee is based on selected shops per month at $50 per shop per month. |
Dependence Upon One or a Few Customers
We are not presently, and we do not anticipate becoming dependent upon one or a few customers or brands or shops.
Marketing
Our marketing strategy consists of the following pillars once a country starts operations:
| · | Pre-launch Stage | |
| ○ | Social Media teasing Posts | |
| ○ | Brand Building campaigns | |
| ○ | CRM process creation | |
| ○ | Landing Page creation to lead generation |
| · | Launch Stage | |
| ○ | Performance Marketing | |
| ○ | Influencer Marketing | |
| ○ | email Marketing | |
| ○ | Native Ads | |
| ○ | Press Releases |
| · | Post Launch Stage |
| ○ | Referral Marketing |
| ○ | App Store Optimization |
| ○ | App Push Notifications |
| ○ | CRM Marketing |
| ○ | Mobile Affiliate Marketing |
| ○ | Vlogging |
Operations to Date
Our operations to date have primarily consisted of:
| · | Signing agreement with Enaleia on September 28th, 2023, as part of our environmental responsibility |
| · | Signing new software development agreement with Citiwave Systems, Ltd, on October 1st, 2023 |
| · | Acquiring DTC and DWAC eligibility which was publicly announced on October 27th, 2023 |
| · | Launching version 3 of our platform, on December 1st, 2023 |
| · | Enhancing operations in Greece, Romania and Turkey |
| · | Signing agreement with CIM Securities, LLC, on February 29th, 2024 to raise up to 3,000,000 in funding |
| · | Signing Pilot Agreement for Czech Republic on March 13th, 2024 |
| · | Singing Foreign Representation Agreement for Zambia on March 27th, 2024 |
Material Agreements up to the end of Fiscal Year 2024
We have executed the following agreements critical to the development our business plan:
| · | Short-Term Pilot Agreement – Czech Republic |
| o | We completed an agreement with Anton Kalenikov, on March 13th, 2024. |
| o | The scope of the pilot is to test the adaptability of our platform in the Czech market. |
| o | After a 3-month duration we will evaluate the outcome and decide on the next steps. |
| · | Foreign Representation Agreement - Zambia |
| o | We completed an agreement with MRX Consulting OÜ on March 27th, 2024. |
| o | This partnership will be instrumental in testing our platform in a new continent and also expanding our platform to the neighboring sub-Saharan markets within a 3-year strategy. |
| o | The Foreign Representation Agreement signed comes into effect on July 1st, 2024. |
| · | Software Development Agreements |
| o | . |
| o | On October, 1st 2023, we sign an agreement with Citiwave Systems. Ltd to upgrade our platform to v3 which includes a new User Interface for our smartphone app and upgraded functionality for our web-based administration and reporting system. As per the same agreement the Company continued with Citiwave Systems, Ltd for the upgrade to version 4 of the platform. |
| · | Marketing & Advertising Agreements |
| o | Investment Banking Agreement We completed an agreement with CIM Securities LLC, on February 22, 2024.The objective was to raise up to $3,000,000 from accredited investors under Regulation 506(c). |
Material Agreements after the end of Fiscal Year 2024
On February 25, 2025, Panagiotis Lazaretos, Helen V. Maridakis, and Nikolaos Ioannou, the three controlling shareholders (collectively, the “Sellers”) of BrooQLy Inc., a Nevada corporation (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with Aerospace Capital Partners, LLC, a Nevada limited liability company (“ACP”). Pursuant to the SPA, the Sellers sold an aggregate of 18,000,000 shares of common stock of the Company to ACP, equal to approximately 70.3% of the Company’s outstanding shares of common stock. As a result of this transaction, ACP became the controlling shareholder of the Company.
The purchase price paid by ACP was $360,000, of which $358,200 was to pay off the Company’s outstanding liabilities as of February 25, 2025, with the remaining $1,800 paid to the Sellers.
The source of the funds used by ACP to pay the purchase price was loans from private investors.
Other than the entry into the SPA and the transactions described therein and the agreements discussed below, there were no arrangements between ACP and the Sellers which could result at a subsequent date in a further change of control of the Company.
In connection with the SPA and the payment of the Company’s outstanding liabilities, the Company issued to ACP a Convertible Promissory Note (the “Note”) in the original principal amount of Three Hundred Fifty-eight Thousand Two Hundred Dollars ($358,200). The Note will convert automatically into shares of the Company’s common stock or a series of preferred stock upon the occurrence of all of the following: (1) the acquisition of the controlling interest in the Company by ACP, which happened pursuant to the SPA; (2) the effectiveness of an amendment to the Company’s Articles of Incorporation to authorize the Company to issue preferred stock; and (3) the filing of a Certificate of Designation of Rights and Preferences of a series of preferred stock of the Company. Upon the occurrence of all three events, ACP has the right to determine whether the Note amount will convert into shares of common stock or shares of the new preferred stock. The conversion price of the Note amount will be $0.015 per share of either common stock or preferred stock.
Also, in connection with the SPA, the Company entered into an Assets Purchase Option and License Agreement (the “Option and License Agreement”) with the Sellers. Pursuant to the Option and License Agreement, the Company granted to Absocare, Inc., a South Dakota corporation (“ABSO”), an entity controlled by the Sellers, a non-exclusive, royalty-free license to use certain assets of the Company (the “Assets”) for a period of six months (the “License Period”). The Assets consist of the Company’s name and trademark; the software code used by the Company; the domain name (www.brooqly.com); the Company’s app store accounts; and the Company’s social media accounts. ABSO has no right to sublicense, modify, distribute, or commercialize the Assets during the License Period.
Additionally, pursuant to the Option and License Agreement, the Company granted to ABSO the option to purchase the Assets at the end of the License Period. ABSO may elect to exercise the option by written notice to the Company for three months after the end of the License Period.
Patents, Trademarks, Royalty Agreements
We have no patents or royalty agreements,
On October 14, 2021, we 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, we applied to the EU Intellectual Property Office for the trademark “BROOQLY”, which application was approved on February 2, 2022.
Employees
As of December 31, 2024, our only employees were our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.
Raw Materials
We use no raw materials in our business.
Competition
Most of our competitors have greater operating histories, revenues, personnel, and capital resources than we do.
Research and Development
Since our inception, we have spent no funds on research and development.
Government Regulations
We are subject, directly and indirectly (through our Registered Shops), to a wide variety of laws and regulations in the countries in which we operate. These laws, regulations, and standards govern issues such as the Internet, labor and employment, anti-discrimination, payments, gift cards, product liability, consumer protection and warnings, marketing, taxation, privacy, data security, terms of service, mobile application and website accessibility. The sale and delivery of goods through our platform is also subject indirectly to laws, regulations, and standards that govern food safety, alcohol, and tobacco. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies of the countries in which we conduct our business.
Where You Can Find Us
Our principal executive office and mailing address are 10101 S. Roberts Road, Suite 209, Palos Hills, Illinois 60465 and our telephone number is 718-705-8770.
Website
We have developed a website to be located at www.brooqLy.com. No information on our website is incorporated into this 10-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.