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BrooQLy Inc.

For the period ended Jun 30, 2025. Filed Aug 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 14, 2025

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-20.

0001477932-25-003993

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001477932-25-005896

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 36 previous paragraphs and 62 current paragraphs.

16 unchanged; 14 reworded; 30 added; 6 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (30)

Current report

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. All amounts in this report are in U.S. dollars, unless otherwise noted.

Current report

The following discussion and analysis of the financial condition and results of operations of BrooQLy Inc., doing business as Dynamic Aerospace Systems Corporation (“Dynamic Aerospace Systems” or the “Company”), should be read in conjunction with our financial statements and related notes as filed with the U.S. Securities and Exchange Commission (the “SEC”). This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated due to various factors, including those described in our SEC filings. Unless otherwise stated, references to “we,” “us,” or “our” refer to BrooQLy Inc., doing business as Dynamic Aerospace Systems Corporation. For additional details on our operations, see our website athttps://www.dynamicaerosystems.com.

Current report

BrooQLy Inc., doing business as Dynamic Aerospace Systems Corporation (OTC Markets: BRQL, “Dynamic Aerospace Systems,” the “Company,” “we,” “our” or “us”), is a leader in unmanned aerial vehicle (“UAV”) manufacturing and autonomous logistics, focusing on advanced vertical takeoff and landing (“VTOL”) drones and UAV technologies, such as the Company’s G1 VTOL and US-1 electric rotor copter. We serve government, defense, and commercial sectors, delivering solutions for logistics, surveillance, reconnaissance, and mission-critical operations across the United States, Gulf Coast nations, and NATO countries. Our mission is to optimize efficiency, reduce risk, and accelerate delivery through autonomous aerial solutions that enhance operational effectiveness and situational awareness.

Current report

In 2025, we adopted the trade name Dynamic Aerospace Systems to reflect our new strategic focus on autonomous aerospace technologies and to align with its expanded emphasis on UAV innovation and logistics. This rebranding coincided with significant corporate developments, including the acquisition of assets from Vayu (US) Inc., Impossible Aerospace Corporation, and Global Autonomous Corporation from Alpine4 Holdings, Inc. on April 1, 2025. These acquisitions strengthened our technological capabilities and market position in the UAV sector. Additionally, the appointment of a FedEx logistics expert to our Board of Directors enhanced our strategic expertise in logistics and supply chain optimization.

Current report

Operating as Dynamic Aerospace Systems, we have focused on developing and commercializing advanced VTOL drones and UAV systems, including the G1 and US-1, designed for applications such as autonomous logistics, surveillance, and reconnaissance. Prior revenue was based on the MyTreat Logistics systems; however, we have now discontinued that revenue model and are solely focused on UAV manufacturing and autonomous logistics using our drones. Our operational focus has been on expanding market reach and advancing research and development (“R&D”). Collaborations with government agencies, NATO allies, and commercial aerospace leaders have driven early-stage contracts and pilot programs, particularly for defense and logistics applications. Revenue generation remains in the growth phase as we scale production and secure larger contracts.

Current report

Our primary expenses include R&D, manufacturing, and operational costs associated with our facilities in Ann Arbor, Michigan, and planned flight testing at Strother Field, Kansas (expected to be operational in 2026). The acquisition of assets significantly increased our capital expenditures, aimed at enhancing proprietary UAV designs with autonomous flight controls and advanced sensor integration. We have also invested in secure communication technologies to ensure reliable and secure UAV operations. General and administrative expenses include costs related to corporate governance, regulatory compliance, and the integration of new board expertise to support our strategic vision.

Current report

Our liquidity position is supported by operational cash flows, strategic partnerships, and financing activities. The asset acquisitions in 2025 were funded through the issuance of Class B Common Stock, aligning with our strategy to preserve cash reserves while expanding our technological portfolio. We are actively pursuing additional contracts with government and commercial clients to bolster cash inflows. Management is also exploring further equity and debt financing to support ongoing R&D and the expansion of manufacturing capabilities. As with many growth-stage companies, our ability to secure additional capital will be critical to sustaining operations and achieving long-term objectives. There can be no assurance that we will obtain financing on favorable terms, and any further issuance of equity could dilute existing shareholders.

Current report

As of the second quarter of 2025, our financial condition reflects a growth-oriented company with significant investments in technology and infrastructure. The transition to operating as Dynamic Aerospace Systems has positioned us to capitalize on the growing demand for autonomous UAV solutions. However, we have identified potential risks, including material weaknesses in internal controls over financial reporting, which we are actively working to remediate. Our balance sheet is primarily composed of intangible assets related to UAV technology, physical assets from acquisitions, and cash reserves allocated for R&D and operational expansion.

Current report

The UAV and autonomous logistics market is rapidly evolving, driven by increasing demand for efficient, secure, and scalable solutions in defense, logistics, and commercial sectors. Our proprietary technologies, such as the G1’s VTOL and fixed-wing efficiency and the US-1’s extended flight capabilities, position us to meet these demands. However, we face risks including regulatory changes, competitive pressures, and the need for continuous innovation. The integration of AI-driven autonomy and sustainable propulsion systems, planned for future development, will require substantial investment and successful execution to maintain our competitive edge.

Current report

The transition to operating as Dynamic Aerospace Systems marks a pivotal shift toward leadership in autonomous aerospace solutions. With the strategic acquisitions discussed above and funded through the issuance of Class B Common Stock, a strengthened board, and a focus on innovative UAV technologies, we are well-positioned to drive growth in the logistics, defense, and commercial sectors. However, our success depends on securing additional capital, scaling operations, and navigating competitive and regulatory challenges. We remain committed to delivering value to our stakeholders through innovation, operational excellence, and strategic partnerships.

Current report

During the three months ended June 30, 2024, we recognized a loss on conversion of shares of $376,000 associated with the conversion of a convertible promissory note to equity.

Current report

Our operating expenses totaled $806,463 and $165,748 for the six months ended June 30, 2025, and June 30, 2024, respectively. The increase of $640,896, or 387%, was primarily attributable to the increase in professional fees associated the rollout of our new business, as well as depreciation and amortization expenses of acquired fixed and intangible assets associated with business combinations with Vayu and GAC.

Current report

We had interest expense of $493,456 and $150,404 for the six months ended June 30, 2025, and June 30, 2024, respectively, an increase of $343,052, or 228%. The increased interest expense is attributable to higher amortization of beneficial conversion features that the Company recorded as discounts against convertible notes issued in 2025 that were amortized to interest expense and subsequently converted to various series of preferred stock.

Current report

During the six months ended June 30, 2024, we recognized a loss on conversion of shares of $376,000 associated with the conversion of a convertible promissory note to equity.

Current report

For the six months ended June 30, 2025, we recognized a net loss of $1,299,619, attributable to $806,463 in operating expenses and $493,156 in interest and other expense. For comparison, in the same period in 2024, we incurred a net loss of $691,971, stemming from $165,567 in operating expenses, $150,404 in interest expense and $376,000 loss on the conversion of shares for debt.

Current report

All of our outstanding convertible notes converted into preferred stock during the six months ended June 30, 2025. Accordingly, we had no indebtedness as of June 30, 2025. Current liabilities consist of accounts payable, a lease liability and amounts due to related parties.
Removed paragraphs (6)

Previous report

brooqLy, Inc. is referred to as “we”, “our”, or “us”.

Previous report

As of March 31, 2025, we had a working capital deficit of approximately $405,140. While this presents a challenge, the Company has taken meaningful steps to address its liquidity position. Aerospace Capital Partners, one of our largest shareholders, has already contributed financial support, and we are actively working with our investment bank, AGP, and other strategic advisors to raise additional capital to support our ongoing operations and growth initiatives. We anticipate that revenues from commercial sales will begin to offset operating costs over the next 12 months as we scale production and execution of customer contracts. While we may continue to experience short-term operating losses, the Company remains focused on executing its business strategy and believes it is positioned to significantly improve its financial position through increased sales and targeted capital raises.

Previous report

Our ability to continue as a going concern is dependent upon successful execution of our revenue plan and access to additional capital. The Company is optimistic about its progress and opportunities, and is continuing its Plan of Operations, which includes:

Previous report

While uncertainties remain, we believe the actions currently underway combined with continued support from key stakeholders provide a viable path forward. The condensed financial statements do not reflect any adjustments that might be necessary if the Company is ultimately unable to execute on its plans; however, management is confident in its ability to navigate the current environment and build long-term shareholder value.

Previous report

Our total indebtedness at March 31, 2025 was $516,024, all of which are considered current liabilities. Current liabilities consist primarily of accounts payable, and notes payable.
Reworded paragraphs (14)

Previous wording

The following information should be read in conjunction with the condensed financial statements and notes appearing elsewhere in this Report. We have generated minimal revenues from inception to date. We anticipate that we may not receive any significant revenues from operations until we begin our planned UAV sales and operations.

Current wording

The following information should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this Report. We have generated minimal revenues from inception to date. We anticipate that we may not receive any significant revenues from operations until we begin our planned UAV sales and operations.

Previous wording

For the three months ended March 31, 2025 and March 31, 2024, we generated $0 and $29 in revenue, respectively.

Current wording

For the three months ended June 30, 2025 and June 30, 2024, we generated $0 and $152 in revenue, respectively.

Previous wording

Our operating expenses totaled $328,317 and $63,935 for the three months ended March 31, 2025, and March 31, 2024, respectively. The $237,411 increase in operating expenses is primarily attributable to the increase in professional fees.

Current wording

Our operating expenses totaled $478,146 and $74,814 for the three months ended June 30, 2025, and June 30, 2024, respectively. The increase of $403484, or 540%, was primarily attributable to the increase in professional fees associated the rollout of our new business, as well as depreciation and amortization expenses of acquired fixed and intangible assets associated with business combinations with Vayu and GAC.

Previous wording

We had interest expense of $165,535 and $4,750 for the three months ended March 31, 2025, and March 31, 2024, respectively. The interest expense is directly attributable to the two Convertible Notes that resulted in a beneficial conversion feature that the Company recorded as a discount on the convertible notes that was then amortized to interest expense.

Current wording

We had interest expense of $327,921 and $145,654 for the three months ended June 30, 2025, and June 30, 2024, respectively, an increase of $182,267, or 125%. The increased interest expense is attributable to higher amortization of beneficial conversion features that the Company recorded as discounts against convertible notes issued in 2025 that were amortized to interest expense and subsequently converted to various series of preferred stock.

Previous wording

For the three months ended March 31, 2025, we recognized a net loss from operations of $493,852, attributable to $328,317 in operating expenses and $165,535 in interest expense. For comparison, in the same period in 2024, we incurred a net loss of $95,656, stemming from $90,935 in operating expenses and $4,750 in interest expense.

Current wording

For the three months ended June 30, 2025, we recognized a net loss of $805,767, attributable to $478,146 in operating expenses and $327,621 in interest and other expense. For comparison, in the same period in 2024, we incurred a net loss of $596,316, stemming from $74,814 in operating expenses, $145,654 in interest expense and $376,000 loss on the conversion of shares for debt.

Previous wording

The increase in operating expenses reflects the Company’s investment in scaling its operations and preparing for future growth. Notably, a portion of these expenses were hard costs directly associated with the planned acquisition and integration of aerospace assets transactions that successfully closed on April 1, 2025. These investments included legal, due diligence, and advisory fees that were essential to closing the deals and positioning the Company for revenue generation across its UAV manufacturing and autonomous logistics divisions.

Current wording

The increase in operating expenses reflects the Company’s investment in scaling its operations and preparing for future growth. Notably, a portion of these expenses were hard costs directly associated with the acquisition and integration of aerospace assets transactions that successfully closed on April 1, 2025. These investments included legal, due diligence, and advisory fees that were essential to closing the deals and positioning the Company for revenue generation across its UAV manufacturing and autonomous logistics divisions.

Previous wording

Since inception, we have generated modest revenues while funding operations primarily through support from affiliates, shareholders, and related parties. Notably, Aerospace Capital Partners, one of our largest shareholders, has already contributed financial resources to help support the Company during this period of growth. In addition, we have engaged an investment bank, AGP, to assist in raising additional capital to accelerate our business plan and ensure sufficient liquidity.

Current wording

Since inception, we have generated modest revenues while funding operations primarily through support from affiliates, shareholders, and related parties. Notably, Aerospace Capital Partners, one of our largest shareholders, has already contributed financial resources to help support the Company during this period of growth. In addition, we have engaged an investment bank, Alliance Global Partners, to assist in raising additional capital to accelerate our business plan and ensure sufficient liquidity.

Previous wording

As of March 31, 2025, we had a working capital deficit of $405,140. However, the Company is actively pursuing financing opportunities and anticipates revenue growth from sales that are expected to begin offsetting operating expenses within the next twelve months.

Current wording

As of June 30, 2025, we had a working capital deficit of $558,811. However, the Company is actively pursuing financing opportunities and anticipates revenue growth from sales that are expected to begin offsetting operating expenses within the next twelve months.

Previous wording

Net cash flow used in operating activities was $562,554 for the three months ended March 31, 2025, compared to cash flow of $20,990 used in operating activities during the three months ended March 31, 2024. The increase is mainly due from convertible loans. Our primary uses of funds in operations were payments made for legal and professional fees.

Current wording

Net cash used in operating activities was $771,366 for the six months ended June 30, 2025, compared to $80,471 provided by operating activities during the six months ended June 30, 2024. The increase in cash used in operating activities is mainly due to increased professional fees and general and administrative costs associated with the acquisition and implementation of our new business. Our primary use of funds in operations were payments made for legal and professional fees.

Previous wording

For the three months ended March 31, 2025, and March 31, 2024, our net cash used from investment activities was $0 and $58,000, respectively.

Current wording

For the six months ended June 30, 2025, and June 30, 2024, our net cash used from investment activities was $0 and $90,440, respectively. Amounts invested in 2024 related to software from our prior business that has since been impaired.

Previous wording

As of March 31, 2025, net cash provided by financing activities was $562,535 received from two Convertible Notes. As of March 31, 2024, net cash provided by financing activities was $80,000 received from two Promissory Notes.

Current wording

For the six months ended June 30, 2025, net cash provided by financing activities was $788,200, comprised of $843,200 received from two Convertible Notes and the repayment of two promissory notes in the amount of $55,000. For the six months ended June 30, 2024, net cash provided by financing activities was $10,000 received from one Promissory Note.

Previous wording

At March 31, 2025, we had $110,883 of current assets and our working capital deficit was $405,140.

Current wording

At June 30, 2025, we had $17,071 of current assets, $15,972,689 in non-current assets and our working capital deficit was $558,811.

Previous wording

The above discussion should be read in conjunction with our condensed financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Current wording

The above discussion should be read in conjunction with our condensed consolidated financial statements and the related notes. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The increase in operating expenses reflects the Company’s investment in scaling its operations and preparing for future growth. Notably, a portion of these expenses were hard costs directly associated with the acquisition and integration of Vayu and GAC aerospace assets transactions that successfully closed on April 1, 2025. These investments included legal, due diligence, and advisory fees that were essential to closing the deals and positioning the Company for revenue generation across its UAV manufacturing and autonomous logistics divisions.

Current report — wording carried from elsewhere

For the six months ended June 30, 2025 and June 30, 2024, we generated $0 and $181 in revenue, respectively.