DYNAMIC AEROSPACE SYSTEMS Corp
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-01.
0001477932-25-002285
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001477932-26-002263
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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.
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Added paragraphs (86)
Current report
The following Management’s Discussion and Analysis relates to our new restructured business operations, rather than the prior business operations of the Company before February 25, 2025. Following the restructuring of our business, we are mainly focused on UAVs and drone-related sales and services.
Current report
The following discussion and analysis of the financial condition and results of operations of 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 Dynamic Aerospace Systems Corporation. For additional details on our operations, see our website athttps://www.dynamicaerosystems.com. (As noted above, information available on our website is not incorporated by reference in, or a part of, this or any other report we file with or furnish to the SEC).
Current report
Dynamic Aerospace Systems (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 (the “G1”) and US-1 electric rotor copter (the “US-1”). 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 Alpine 4 Holdings, Inc. (ALPP) 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
Dynamic Aerospace Systems Operations
Current report
Revenue
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, as of the period covered by this Annual Report, we had 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
Cost Structure and Expenses
Current report
Our primary expenses include research and development (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
Liquidity Position
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
Financial Condition
Current report
For the year ended December 31, 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, and physical assets from acquisitions.
Current report
Key Trends and Uncertainties
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
Conclusion
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
The following information should be read in conjunction with the 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 report
Revenues
Current report
We generated revenues of $0 and $266 in the years ended December 31, 2025 and 2024, respectively. These revenues were derived exclusively from treat sales on our platform. The year-over-year decrease reflects the strategic pivot away from our prior software assets into UAV-related activity. We anticipate future revenue growth will primarily result from UAV-related commercial activity beginning in 2026.
Current report
Operating Expenses
Current report
Professional fees were $1,308,739 in the year ended December 31, 2025, an increase of $1,198,722, or 1090%, compared to $110,017 in the year ended December 31, 2024, resulting from professional fees paid related to the implementation of our Dynamic Aerospace Systems business acquired in April 2025.
Current report
Salaries were $1,058,275 in the year ended December 31, 2025, an increase of $977,275, or 1,207%, compared to $81,000 in the year ended December 31, 2024 due to the hiring of certain Vayu employees following the acquisition of the Vayu assets.
Current report
Depreciation and amortization expense increased by $222,629, or 379%, from $58,754 in the year ended December 31, 2024 to $281,383 in the year ended December 31, 2025 as a result of amortization related to the intangible assets acquired from Vayu and GAC in April 2025.
Current report
Bad debt expense was $30,000 in the year ended December 31, 2024 related to the write off of legacy accounts receivable. There was no corresponding bad debt charge in the year ended December 31, 2025.
Current report
During the year ended December 31, 2025, the Company recorded an impairment of goodwill related to our Vayu and GAC assets in the amount of $2,938,247. The impairment was the result of slower-than-expected development of new revenue streams resulting in lower-than-expected operating results and revised projections of future cash flows attributable to the related technology. During the year ended December 31, 2024, we recorded an impairment of intangible assets related to our legacy business in the amount of $198,193. For additional information, see Notes 7 and 8 to our financial statements included in Part II, Item 8 of this Annual Report.
Current report
Other general and administrative costs were $1,056,614 in the year ended December 31, 2025, an increase of $997,138, or 1,677%, compared to $59,476 in the year ended December 31, 2024 due primarily to higher stock compensation expense and higher overhead costs related with the administration of our newly acquired businesses in 2025.
Current report
Other Income and Expenses
Current report
We had interest and other expense of $816,963 and $153,700 for the year ended December 31, 2025 and 2024, respectively, an increase of $663,263, or 432%. 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, as well as higher coupon interest expense on larger debt balances.
Current report
We recognized financing cost of $180,609 in the year ended December 31, 2025, reflecting the excess of the allocated components of certain debt instruments at inception over the net proceeds from such instruments. There was no corresponding charge in the year ended December 31, 2024.
Current report
During the year ended December 31, 2025, we recognized change in fair value of derivative financial instruments of $150,094 to record the change in fair value of certain floating-rate convertible features embedded in our debt instruments that were treated as derivative financial instruments.
Current report
During the year ended December 31, 2024, we recognized a loss on conversion of shares of $426,000 associated with the conversion of a convertible promissory note to equity. There was no corresponding charge in the year ended December 31, 2025.
Current report
During the year ended December 31, 2024, we recognized a loss on exercise of warrants of $60,000. There was no corresponding charge in the year ended December 31, 2025.
Current report
Net Loss
Current report
Our net loss for the year ended December 31, 2025, was $7,790,924, compared to $1,171,439 in the year ended December 31, 2024. This increase of $6,619,485, or 565%, was driven primarily by the impairment of Vayu and GAC assets as discussed above, increased operating expenses related with the administration of our newly acquired businesses in 2025, and higher interest and financing-related expenses.
Current report
The increase in operating expenses and net loss 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
Additionally, we anticipate incurring additional legal and audit-related costs over the next twelve months, tied to our ongoing obligations as a reporting company, completion of the process for our registration statement on Form S-1, and our intent to pursue a listing on the NYSE later this year.
Current report
While we expect to continue operating at a net loss in the near term, management believes these strategic investments will support long-term growth, and that commercial activity from acquired assets will begin offsetting operating costs over the coming quarters.
Current report
During the 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provided generally accepted accounting principles accepted in the United States of America (“U.S. GAAP”) guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. Under this standard, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. In evaluating our ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about our ability to continue as a going concern within 12 months after our financial statements were issued.
Current report
Management considered our current financial condition and liquidity sources, including current funds available, forecasted future cash flows and our obligations due before April 15, 2027, and concluded that, without additional funding, we will not have sufficient funds to meet our obligations within one year from the date the financial statements were issued. Without raising additional capital, there is substantial doubt about our ability to continue as a going concern through March 31, 2027. The accompanying financial statements have been prepared assuming that we will continue as a going concern. This basis of presentation contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business.
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Removed paragraphs (9)
Previous report
Russian – Ukrainian War Related Risks
Previous report
The war between Russia and Ukraine continues to evolve as military activity proceeds and additional sanctions are imposed. In addition to the human toll and impact of the events on entities that have operations in Russia, Ukraine, or neighboring countries (e.g., Belarus) or that conduct business with their counterparties, the war is increasingly affecting economic and global financial markets and exacerbating ongoing economic challenges, including issues such as rising inflation and global supply-chain disruption.
Previous report
Our Business
Previous report
We are 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 our Platform include: Shops, Sending Consumers, Receiving Consumers and Brands
Previous report
We have accomplished significant development steps as indicated above.
Previous report
Known or Anticipated Trends
Previous report
Our cash flows from financing activities were $120,000, consisting of 150,000 shares issued for cash for the exercise of warrants and $90,000 received from three promissory notes as of December 31, 2024. For the previous year ended December 31, 2023, our cash flows from financing activities were $155,000, consisting of $100,000 for shares issued for cash and $55,000 for cash received from two Promissory Notes as of December 31, 2023.
Previous report
The Company has taken steps to procure additional funding and to increase its users and market awareness so as to continue as a going concern. An updated app was released for both Android and IOS users in December 2023, which is functioning and has already increased users substantially to promote treats and therefore earning revenue. Additionally, the company has retained CIM Securities, LLC as their non-exclusive Investment Banker and Selling Agency to procure funds. And lastly, the company is expanding in other region through a Local representation Agreements that increases market potential without incurring addition costs to the Company.
Previous report
Brooqly is using ACP’s capital and banking connections to grow. It expects to work with new investment banking partners and add capital structures to bring in more funds. The company also anticipates its new UAV sales channels will start producing profitable revenue.
Reworded paragraphs (5)
Previous wording
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Prospectus. 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. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Prospectus. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Current wording
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Annual Report on Form 10-K. 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. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Previous wording
Our cash flows used in operating activities were $34,098 for the year ended December 31, 2024 compared to the cash used in operating activities of $80,827 for the year ended December 31, 2023. The $46,729 decrease is mainly due to shares issued for convertible loans.
Current wording
Net Cash Used in Operating Activities.
Previous wording
Net cash flow used in investing activities was $85,871 and $74,173 for our software for the years ended December 31, 2024 and December 31, 2023, respectively.
Current wording
Net Cash Used in Investing Activities.
Previous wording
In support of its strategic transformation into a drone manufacturing and autonomous logistics company, BrooqLy, Inc. intends to raise new growth capital to fund product development, operational expansion, and the integration of its proprietary BrooqLy software platform. To facilitate this effort, the Company plans to engage a reputable investment bank to advise on and execute a structured capital raise. This will include potential equity and/or debt offerings aimed at fueling the Company’s entry into the UAV and autonomous delivery sectors, expanding its technology stack, and establishing key commercial partnerships. The capital raise will be aligned with the Company’s long-term vision and will be critical to positioning BrooqLy, Inc. as an innovation leader in next-generation aerospace logistics.
Current wording
In support of the Company’s strategic transformation into a drone manufacturing and autonomous logistics company, the Company intends to raise new growth capital to fund product development, and operational expansion. To facilitate this effort, the Company has engaged A.G.P./Alliance Global Partners (“A.G.P.”), a reputable investment bank, to advise on and execute a structured capital raise. Management anticipates that this capital raise will include potential equity and/or debt offerings aimed at fueling the Company’s entry into the UAV and autonomous delivery sectors, expanding its technology stack, and establishing key commercial partnerships. The capital raise will be aligned with the Company’s long-term vision and will be critical to positioning the Company as an innovation leader in next-generation aerospace logistics.
Previous wording
The report of the independent registered public accounting firm accompanying our December 31, 2024 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Current wording
The report of the independent registered public accounting firm accompanying our audited financial statements for the year ended December 31, 2025 includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.