New York Office:
805 Third Avenue
New York, NY 10022
212.838-5100
www.rbsmllp.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the annual period ended December 31, 2023
or
Commission File Number
(Exact name of small business issuer as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(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 ☐
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).
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:
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
Non-Accelerated Filer | ☐ | Smaller Reporting Company | |
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| Emerging Growth Company |
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
As of April 1, 2024, there were
TABLE OF CONTENTS
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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.
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PART I
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 l 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 |
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| 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 |
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| 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 |
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| 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. |
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Starting in Q3 2024, 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 |
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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) |
We plan to start Operations in:
| · | Czech Republic, on April 1st, 2024 (a market that we shall be managing directly with our own resources) |
| · | Zambia, on July 1st, 2024 (a market that we shall be managing using a Local Partner) |
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 | |
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| ○ | Social Media teasing Posts |
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| ○ | Brand Building campaigns |
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| ○ | CRM process creation |
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| ○ | Landing Page creation to lead generation |
| · | Launch Stage | |
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| ○ | Performance Marketing |
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| ○ | Influencer Marketing |
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| ○ | email Marketing |
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| ○ | Native Ads |
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| ○ | Press Releases |
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| · | 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 2023
We have executed the following agreements critical to the development our business plan:
| · | Foreign Representation Agreements |
| o | On March 29th, 2023, we executed a partnership, for the Turkish Market, with REM People, a new Generation, Retail Analytics Company with coverage in over 50 markets. |
| o | On April 5th, 2023, we executed a partnership extension, for the Romanian Market, with Field Insights CEE, a Marketing Intelligence company with operations in 17 Central and Eastern European countries. |
| · | Software Development Agreements |
| o | On July 1st, 2022, we signed an agreement with Nikolaos Stratigakis to upgrade our platform to v2. This agreement was terminated on September 30th, 2023. |
| 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. |
| · | Marketing & Advertising Agreements |
| o | On February 1st, 2022, we signed an agreement with Ellines.com, Ltd, for services including social media strategy design and implementation. This agreement was terminated on September 30th, 2022. |
| o | On January 1st, 2023, we signed an agreement with Angelos Damoulianos for marketing services to include, general strategy design and implementation |
Material Agreements after the end of Fiscal Year 2023
| · | Investment Banking Agreement |
| o | We completed an agreement with CIM Securities LLC, on February 22nd, 2024. |
| o | The objective is to raise up to $3,000,000 from accreditor investors under Regulation 506(c). |
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| · | 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. |
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
Our only employees are 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.
ITEM 1A. RISK FACTORS
We are subject to the following risk factors:
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Risks Related to Our Business
| · | Our independent registered Public Accounting firm’s auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. |
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| · | We have little historical performance for you to base an investment decision upon, and we may never become profitable. |
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| · | If we are unable to generate sufficient revenues for our operating expenses, we will need financing which we may be unable to obtain; should we fail to obtain sufficient financing, our revenues will be negatively impacted. |
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| · | Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. |
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| · | We have an unproven business model. |
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| · | Our growth depends in part on the success of our relationships, agreements, and arrangements with third parties. |
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| · | Should we encounter difficulties or service interruptions with our software, our results of operations may be negatively impacted. |
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| · | Our business is directly related to the level of business in restaurants, bars, and coffee establishments; should these industry sectors experience material decreases in levels of business and sales, our results of operations will be negatively affected. |
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| · | We expect our quarterly financial results to fluctuate. |
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| · | Our business depends on the actions of our Shops, Sending Consumers, Receiving Consumers and Brands level of use of our Platform; material decreases or loss of the use of our Platform by these Platform participants, will adversely affect our business, results of operations, and financial condition. |
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| · | If we fail to continue to improve and enhance the functionality, performance, reliability, design, security, or scalability of our Platform that responds to our customers’ evolving needs our business may be adversely affected. |
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| · | If our software contains serious errors or defects, we may lose revenue and market acceptance and may incur costs to defend or settle claims with our customers. |
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| · | We and certain of our third-party partners, service providers, and sub-processors transmit and store personal information of our customers and consumers; if the security of this information is compromised, or is otherwise accessed without authorization, our reputation may be harmed, and we may be exposed to liability and loss of business. |
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| · | We are subject to stringent and changing privacy laws, regulations and standards, and contractual obligations related to data privacy and security; our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or adversely affect our business. |
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| · | Payment transactions processed on our platform may subject us to regulatory requirements and the rules of payment card networks, and other risks that could be costly and difficult to comply with or that could harm our business. |
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| · | Our business is highly competitive, and we may be unable to compete successfully against current and future competitors, especially those businesses with greater operational and financial resources than we do. |
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| · | We may be subject to claims by third parties of intellectual property infringement; we could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property or prevent third parties from making unauthorized use of our technology could adversely affect our business, results of operations, and financial condition. |
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| · | Any future litigation against us could be costly and time-consuming to defend. |
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| · | Our brand is integral to our success; if we fail to effectively maintain, promote, and enhance our brand, our business and competitive advantage may be harmed. |
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| · | Unfavorable conditions in our industry or the global economy, or reductions in digital ordering transaction volume or technology spending, could adversely impact the health of our customers and limit our ability to grow our business and negatively affect our results of operations. |
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| · | Increases in food, labor, and occupancy costs could adversely affect results of operations. |
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| · | Our failure to attract, train, or retain highly qualified personnel could harm our business. |
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| · | Our Platform is in the early stages of commercialization; we are not certain that our Platform will be well received as anticipated. |
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| · | We may be unable to effectively manage growth. |
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| · | We may incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price. |
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| · | We are eligible to be treated as an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company” within the meaning of the Securities Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our Common Stock less attractive to investors. |
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| · | Our failure to appropriately and timely respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and have a material adverse effect on our business, financial condition, and results of operations. |
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| · | We face risks associated with our existing and planned international business. |
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| · | We are exposed to foreign currency exchange rate fluctuations and exchange control risks, which may harm the results of operations and cause our financial results to fluctuate between periods. |
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| · | We may be unable to adequately protect or continue to use our intellectual property; failure to protect such intellectual property may harm our business. |
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| · | We will require additional capital to execute our overall business strategy. |
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| · | Our officers own a controlling interest in the voting stock and investors will have minimal influence on our operations. |
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| · | Climate changes may indirectly impact our business. |
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| · | The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business. |
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| · | We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers |
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Risks Related to our Securities
| · | An investment in our shares is highly speculative. |
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| · | The market price of our Common Stock may fluctuate significantly in the future. |
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| · | You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock. |
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| · | There is presently no market for our Common Stock; an inability to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult for you to sell your shares. |
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| · | If our stock is thinly traded, sale of your holding may take a considerable amount of time. |
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| · | Our common Stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities will be limited, which makes transactions in our Common Stock cumbersome and may reduce the value of an investment in our Common Stock. |
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| · | There will be restrictions on resale of Securities and there is no assurance of the registration of the Securities. |
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| · | Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low-priced stocks that will create a lack of liquidity and make trading difficult or impossible. |
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| · | FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock. |
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| · | Shares eligible for future sale may adversely affect the market. |
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| · | If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected. |
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| · | Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price. |
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| · | We have never paid cash dividends and do not anticipate doing so in the foreseeable future. |
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| · | Our stock price may be volatile, which may result in losses to our shareholders. |
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| · | We do not have an independent board of directors which could create a conflict of interests and pose a risk from a corporate governance perspective. |
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| · | Because we do not have a nominating, audit or compensation committee, shareholders will have to rely on the entire board of directors, no members of which are independent, to perform these functions. |
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| · | Our election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable to other companies. |
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| · | We may have difficulty obtaining officer and director coverage or obtaining such coverage on favorable terms or financially be unable to obtain any such coverage, which may make it difficult for our attracting and retaining qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers. |
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| · | We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 and if we fail to comply in a timely manner, our business could be harmed, and our stock price could decline. |
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| · | If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud; as a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock. |
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ITEM 1B. UNRESOLVED STAFF COMMENTS
As a “Smaller Reporting Company”, we are not required to provide this information.
ITEM 1C. CYBERSECURITY
Risk management and strategy
We assess material risks from cybersecurity threats on an ongoing basis, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. As our Company grows, we plan to develop a more robust and detailed strategy for cybersecurity in alignment with nationally accepted standards. We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.
Governance
Our management and the Board recognize the critical importance of maintaining the trust and confidence of our business partners, including the importance of managing cybersecurity risks as part of our larger risk management program. While all of our personnel play a part in managing cybersecurity risks, one of the key functions of our Board is informed oversight of our risk management process, including risks from cybersecurity threats. Our Board and executive officers are responsible for monitoring and assessing strategic risk exposure, and for the day-to-day management of the material risks that we face. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, integrity, and availability of the information that we collect and store by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
ITEM 2. PROPERTIES
Our executive offices are located at 10101 S. Roberts Road, Suite 209, Palos Hills, Illinois 60465 and consists of 150 square feet composed of (office, conference room, etc.). We pay monthly rent of $0 and our lease expires on December 31, 2024.
The offices are leased by our Chief Financial Officer’s CFO’s company, Nicholas G. Vardalos & Company LLP, 150 square feet of which that is subleased to us.
ITEM 3. LEGAL PROCEEDINGS
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting us, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
As of April 1 2024, our common stock was held by 29 stockholders of record. As of April 1, 2024, we had 24,635,000 shares of common stock issued and outstanding.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends to stockholders in the foreseeable future. In addition, any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deem relevant. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
COVID-19 Related Risks
| · | The future outbreak of the coronavirus may negatively impact our business, results of operations and financial condition. |
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| · | The future outbreak of the COVID-19 may adversely affect business associated with our Platform and have an adverse effect on our results of operations. |
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| · | Certain historical data regarding our business, results of operations, financial condition and liquidity does not reflect the impact of the COVID-19 pandemic and related containment measures and therefore does not purport to be representative of our future performance. |
THE FUTURE OUTBREAK OF COVID-19 MAY AGIN RESULT IN A WIDESPREAD HEALTH CRISIS THAT COULD ADVERSELY AFFECT THE ECONOMIES AND FINANCIAL MARKETS WORLDWIDE
Russian – Ukrainian War Related Risks
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.
Our Business
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
We have accomplished significant development steps as indicated above.
| 13 |
| Table of Contents |
Known or Anticipated Trends
| · | Financial market volatility and declines in financial market prices of equity securities |
|
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|
| · | Liquidity and/or capital resources changes and the impact of any changes or limitations, including, without limitation, ability to borrow funds and/or renew or roll over existing indebtedness. |
|
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|
| · | Ongoing impacts of the war in Ukraine and the Russian sanctions; and |
|
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| · | Economic recession. |
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|
| · | European energy market issues that, in addition to inflation and rising interest rate impacts, may also affect some companies, especially those that have business operations or significant markets in Europe. |
Results of Operations for Fiscal Year Ended December 31, 2023
| · | Revenues |
|
| Our revenues for FY 2023 and FY 2022 were $5 and $993 , respectively, consisting solely of treats from our Platform. Our revenues from FY 2023 compared to FY 2022 decreased by $898 due to our concentration on the further development of our app. |
|
|
|
| · | Operating expenses |
|
| We incurred total operating expenses of $314,307 for the year ended December 31, 2023, consisting of $87,941 of professional fees, $54,000 in salaries and $172,366 of other general and administrative costs. We incurred total operating expenses of $312,256 for the year ended December 31, 2022, consisting of $120,810 of professional fees and $191,446 of other general and administrative costs. Our total operating expense from FY 2023 compared to FY 2022 marginally increased by $2,051. |
|
|
|
| · | Net loss |
|
| We had a net loss of $348,288 and $311,160 for the year ended December 31, 2023 and December 31, 2022, respectively, reflecting an increased net loss of $37,128. |
Liquidity and Capital Resources
Our cash flows used in operating activities were $80,826 and $28,328 for the year ended December 31, 2023 and December 31, 2022, respectively, which is attributed primarily to legal and auditing services. The $52,498 increase is mainly due to the shares issued for the convertible loan.
Net cash flow used in investing activities was $74,173 and $99,707 for our software for the years ended December 31, 2023 and December 31, 2022, respectively.
Our cash flows from financing activities were $155,000, consisting of $100,000 shares issued for cash and $55,000 for cash received from two Promissory Notes as of December 31, 2023. For the previous year ended December 31, 2022 our cash flows from financing activities were $98,000, consisting of $78,000 shares issued for cash and $20,000 for shares issued for services.
Plan of Operations
We anticipate that we will incur $360,000 of total expenses over the next year with operating expenses of approximately at a burn rate of $30,000 per month as follows: (a) product development - $150,000; (b), marketing - $15,000; and (c) international business development - $75,000 and (d) $120,000 for various operating expenses. Based on our current cash position of $2 as of December 31, 2023, we will not be able to conduct our operations for even 1 month, our future operations are contingent upon obtaining additional financing. There is no assurance that we will be able to obtain or on terms acceptable to us.
| 14 |
| Table of Contents |
STEP |
| METHOD / ACCOMPLISHMENT |
| ESTIMATED OPERATING COST |
| |
Product: New User Interface |
| Design internally, implement with Subcontractor |
| $ | 30,000 |
|
Product: Table Booking System |
| Design internally, implement with Subcontractor |
| $ | 40,000 |
|
Product: Meal Pre-Ordering System |
| Design internally, implement with Subcontractor |
| $ | 60,000 |
|
Product: Waiter-less Ordering System |
| Design internally, implement with Subcontractor |
| $ | 20,000 |
|
Marketing: Design Marketing Strategy |
| Design internally, implement with Local Partners |
| $ | 15,000 |
|
International: Secure new Local Partners |
| Travel, Present business concept, Sign Agreements |
| $ | 20,000 |
|
International: Support current Local Partners |
| Travel, Contribute in Marketing potential local partners |
| $ | 55,000 |
|
Going Concern
The report of the independent registered public accounting firm accompanying our December 31, 2023 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.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company, as defined by Rule 229.10(f) (1) and are not required to provide the information required by this Item.
| 15 |
| Table of Contents |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLAMENTARY DATA
Please see our Financial Statements beginning on page F-1 of this Annual Report on Form 10-K.
BROOQLY, INC.
For the Years Ended December 31, 2023 and 2022
| 16 |
| Table of Contents |
| New York Office:
805 Third Avenue New York, NY 10022 212.838-5100
www.rbsmllp.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of BrooqLy Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of BrooqLy Inc. (the Company) as of December 31, 2023 and 2022, and the related statements of operations, statements cash flows, and statements of the changes in stockholders’ deficit, for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the result of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit and has stated that substantial doubt exists about Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ | |
| |
We have served as the Company’s auditor since 2022. | |
April 1, 2024 | |
PCAOB ID: 587 |
New York, NY Washington DC Mumbai & Pune, India Boca Raton, FL
San Francisco, CA Las Vegas, NV Beijing, China Athens, Greece
Member: ANTEA International with affiliated offices worldwide
| F-1 |
| Table of Contents |
BrooqLy Inc. | ||||||||
Balance Sheets | ||||||||
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ASSET |
| December 31, 2023 |
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Cash |
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Prepaid Expenses |
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Total Current Assets |
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Long-term Assets |
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Intangible Assets, net |
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Total Long-term Assets |
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Total Assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts Payable |
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Promissory Note |
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Interest Payable |
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Payroll Payable |
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Due to related party |
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Total Current Liabilities |
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Stockholders’ Deficit |
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Common stock, par value $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit |
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The accompanying notes are an integral part of these audited financial statements. | ||||||||
| F-2 |
| Table of Contents |
BrooqLy Inc. | ||||||||
Statements of Operations | ||||||||
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| YEAR ENDED |
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| December 31, 2023 |
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Revenue |
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Total Revenue |
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Operating expenses |
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Professional fees |
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Salaries |
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Other general and administrative costs |
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Total operating expenses |
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Loss from operations |
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Other Income |
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Interest Expense |
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Other Income (expense) net |
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Net loss before income tax |
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Net loss |
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Net Loss Per Common Stock |
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- basic and fully diluted |
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Weighted-average number of |
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shares of common stock outstanding |
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- basic and fully diluted |
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The accompanying notes are an integral part of these audited financial statements. | ||||||||
| F-3 |
| Table of Contents |
BrooqLy Inc. | ||||||||
Statements of Cash Flows | ||||||||
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| YEAR ENDED |
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| December 31, 2023 |
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Cash Flows from Operating Activities |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Amortization |
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Shares Issued for Services |
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Shares Issued for Loan and Interest |
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Changes in assets and liabilities |
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Accounts Payable |
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Payroll Payable |
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Prepaid expenses |
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Accrued Interest |
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Due to related party |
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Net cash used in operating activities |
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Cash Flows from Investing Activities |
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Software |
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Net cash used in investing activities |
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Cash Flows from Financing Activities |
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Shares issued for cash |
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Shares to be issued for cash |
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Promissory Note |
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Net cash provided by financing activities |
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Net (Decrease) in Cash |
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Net Change in Cash |
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Cash at beginning of year |
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Supplemental Non-Cash Investing and Financing |
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Transactions |
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Reversal of Warrants |
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The accompanying notes are an integral part of these audited financial statements. | ||||||||
| F-4 |
| Table of Contents |
BrooqLy Inc. | ||||||||||||||||||||||||||||
Statements of the Changes in Stockholder's Deficit | ||||||||||||||||||||||||||||
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Balance, January 1, 2023 |
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Shares issued for cash |
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Shares issued for services |
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Shares issued for loan and interest |
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Net Loss |
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Balance, December 31, 2023 |
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| Common Stock |
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| Total Stockholders’ |
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| Shares |
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| Equity Deficit |
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Balance, January 1, 2022 |
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Shares issued for cash |
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Shares issued for services |
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Shares to be issued |
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Reversal of Warrants |
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Net Loss |
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Balance, December 31, 2022 |
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The accompanying notes are an integral part of these audited financial statements. | ||||||||||||||||||||||||||||
| F-5 |
| Table of Contents |
BROOQLY, INC
Notes to the Financial Statements
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, the Company filed for a name change in Nevada, at which time the Company changed its name to brooqLy, Inc.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES
Basis of Presentation
The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless indicated otherwise.
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 (“US 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 has amortized their software application over the useful life of
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.
| F-6 |
| Table of Contents |
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.
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 Loss Per Share
Basic 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 December 31, 2023 and December 31, 2022.
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.
| F-7 |
| Table of Contents |
Correction of Immaterial Misstatement
During the year ended December 31, 2022, the
Based on an analysis of ASC 250 “Accounting Changes and Error Corrections”, Staff Accounting Bulletin 99 “Materiality” and Staff Accounting Bulletin 108 “Considering the Effects of Prior Year Misstatements in Current Year Financial Statements”, the Company has determined that these errors were immaterial to the previously issued financial statements for the year ended December 31, 2021 and are immaterial to the year ended December 31, 2022.
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company recorded $
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.
NOTE 4 – INTANGIBLE ASSET
As of December 31, 2023 and 2022, Intangible assets consisted of the following:
|
| Useful life |
| 31-Dec-23 |
|
| 31-Dec-22 |
| ||
At cost: |
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|
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Software platform |
| 5 years |
| $ |
|
| $ |
| ||
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|
|
|
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|
|
|
Less: accumulated amortization |
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
| $ |
|
| $ |
| ||
On April 20, 2021, the Company entered into an agreement with Nikolaos Stratigakis to develop our online platform for a value of
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 $
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 $
The total value of $
Amortization of intangible assets attributable to future periods is as follows:
Schedule of Amortization of intangible assets
Year ending December 31: |
| Amount |
| |
2024 |
| $ |
| |
2025 |
|
|
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
|
| $ |
| |
The amortization of Intangible assets was $
| F-8 |
| Table of Contents |
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 $
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 $
Additionally, on May 17, 2023, the Company entered into a Convertible Promissory Note Agreement with Skordilakis & Sia, IKE, who agreed to lend $
On August 29, 2023, the Company signed a Promissory note with Ms. Bridusa-Dominca Kamara for the loan amount of $
NOTE 7 – STOCKHOLDERS’ DEFICIT
Issuance of Common Stock
The Company has
On February 25, 2022, the Company cancelled
For the year ended December 31, 2022, the Company issued
For the year ended December 31, 2023, the Company issued
| F-9 |
| Table of Contents |
Warrants
From September 17, 2021, to December 31, 2021, the Company sold
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, 2023, the Company had a shareholders’ equity balance of $
For the year beginning January 1, 2022, the Company had a shareholders’ equity balance of $
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 $
The components of net deferred tax assets are as follows:
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| December 31, |
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| December 31, |
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| 2023 |
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| 2022 |
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Net operating loss carry-forward |
| $ | ( | ) |
| $ | ( | ) |
Less: valuation allowance |
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| ||
Net deferred tax asset |
| $ |
|
| $ |
| ||
NOTE 10 – SUBSEQUENT EVENT
On February 22, 2024, our Company retained the services of CIM Securities, LLC as our non-exclusive Investment Banker and Selling Agent with the primary objective of this agreement being a private capital raise with accredited investors, whether to obtain equity financing and/or debt financing. CIM Securities, LLC will be providing their services solely in connection with a best-efforts REG D 506c
On March 21, 2024 the company entered into another Convertible Note with Angelos Rezos, a Greek individual, in the amount of $
| F-10 |
| Table of Contents |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (“Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our principal executive and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent nor detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 and December 31, 2022. In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. This assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on the results of this assessment, management has concluded that our internal controls over financial reporting were ineffective as of December 31, 2023 and December 31, 2022. A material weakness is a deficiency, or combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The Company has no formal control process related to the identification of related party transactions at this point in time.
Management’s assessment was not subject to attestation by the Company’s independent registered public accounting firm and as such, no attestation was performed pursuant to SEC Final Rule Release Nos. 33-8934; 34-58028 that permit the Company to provide only management’s assessment report for the year ended December 31, 2023 and December 31, 2022. Due to a control failure with respect to the financial closing process, our independent auditors identified multiple adjusting journal entries as part of their current year audit procedures. The financial closing process will be improved going forward to address any weaknesses.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred in our fiscal year ended December 31, 2023 and December 31, 2022 that has materially adversely affected, or is reasonably likely to materially adversely affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
| 17 |
| Table of Contents |
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our Company hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified, or until their death, resignation, or removal. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation, or removal from office.
Our directors and executive officers, their ages, positions held, and duration of such, are as follows:
Name |
| Position Held with Our Company |
| Age |
| Date First Elected or Appointed |
Panagiotis Lazaretos |
| CEO/Director |
| 51 |
| February 19, 2021 |
Helen V. Maridakis |
| CFO/Director |
| 63 |
| February 19, 2021 |
Nikolaos Ioannou |
| COO/Director |
| 47 |
| February 19, 2021 |
Business Experience
The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed:
Panagiotis N. Lazaretos has been a member of our Board of Directors and Chief Executive Officer since February 19, 2021. Since November 2019 he also serves as a Board Director and Chairman of the Compensation Committee of SPAR Group, Inc (NASDAQ: SGRP) a Field Sales and Marketing Services company. Since February 2017, Mr. Lazaretos has been the Founder and Managing Partner of THENABLERS, Ltd, an International Business Development Services provider. Prior to that and from July 2013 until November 2016, Mr. Lazaretos served as the EEMENA Director – Field Sales & Marketing Services for Adecco Group, the industry Leader in Human Resources. He holds a BS in Computer Science from SUNY New Paltz and has attended MBA courses in Information Technology classes at PACE University
Dr. Nikolaos Ioannou has been a member of our Board of Directors and Chief Operating Officer since February 19, 2021. He is also the founder and Chief Executive Officer of Delivery.gr, a Greek market’s Online Food & Grocery Ordering sector. Mr. Ioannou was also a lecturer at University of Patras, Greece, and doctoral researcher at NCSR Democritus. He has 15 years entrepreneurial experience in Technology companies. Dr Ioannou holds a B.Sc. in Physics, an MSc on Information Technology and Computing and a PhD on Microelectronics NCSR Democritus.
Helen V. Maridakis has been a member of our Board of Directors and Chief Financial Officer since February 19, 2021. She is also the founder and Managing Partner of Vardalos & Associates, Inc, an international business consulting and accounting firm since March 2006. Previously, she was employed with Nicholas G. Vardalos CPAs from October 1995 where she was responsible for providing financial and tax advice to the company’s business clients. She has over 30 years of financial consulting, accounting, and entrepreneurial experience. Mrs. Maridakis holds a BSc Degree in Accounting from the University of Illinois at Chicago as of March 1983 and an MBA in Information Technology from the Group Ecole de Supérieure de Commerce et de Management at Athens, Greece from June 2004.
Family Relationships
There are no family relationships between us and any director or executive officer.
Significant Employees
There are no significant employees.
Involvement in Certain Legal Proceedings
None
| 18 |
| Table of Contents |
None of our directors and executive officers has been involved in any of the following events during the past ten years:
| a) | any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent, or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing, |
| b) | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences), |
| c) | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws, |
| d) | being the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity, |
| e) | being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated, |
| f) | being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated, |
| g) | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, or |
| h) | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member. |
| 19 |
| Table of Contents |
Code of Ethics
We have not yet adopted a formal code of ethics within the meaning of Item 406 of Regulation S-K promulgated under the Securities Act.
Committees of Board of Directors
Audit
We do not have an audit committee that provides independent review and oversight of a company’s financial reporting processes, internal controls, and independent auditors. Our Board of Directors, as a whole, will act as our Audit Committee. Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.
Governance
We do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.
Compensation
Our board of directors is responsible for determining compensation for the directors of our company to ensure it reflects the responsibilities and risks of being a director of a public company.
Other Board Committees
We have no committees on our board of directors.
Corporate Governance
General
Our board of directors believes that good corporate governance improves corporate performance and benefits all stockholders.
Compensation
Our board of directors is responsible for determining compensation for the directors of our company to ensure it reflects the responsibilities and risks of being a director of a public company.
Other Board Committees
We do not have an audit committee that provides independent review and oversight of a company’s financial reporting processes, internal controls, and independent auditors.
A stockholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on the first page of this annual report.
Director Independence
We are not currently listed on the Nasdaq Stock Market, which requires independent directors. In evaluating the independence of our members and the composition of the committees of our board of directors, we utilize the definition of “independence” as that term is defined by applicable listing standards of the Nasdaq Stock Market and Securities and Exchange Commission rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.
According to the Nasdaq definition, we believe that none of our directors are independent.
Our board of directors expects to continue to evaluate its independence standards and whether and to what extent the composition of our board of directors and its committees meets those standards. We ultimately intend to appoint such persons to our board and committees of our board as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange. Therefore, we intend that a majority of our directors will be independent directors of which at least one director will qualify as an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K, as promulgated under the Securities Act of 1933, as amended.
| 20 |
| Table of Contents |
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes the total compensation paid or earned by our Chief Executive Officer and Chief Financial Officer during the year ended December 31, 2023 and December 31, 2022.
SUMMARY COMPENSATION TABLE |
| ||||||||||||||||||||||
|
| ||||||||||||||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock Awards ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
| Total ($) |
| |||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Panagiotis Lazaretos |
| 2023 |
| 18,000 |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
|
| Nil |
| Nil |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Helen V. Maridakis |
| 2023 |
| 18,000 |
| Nil |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
| Nil | ||||
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Nikolaos Ioannou |
| 2023 |
| 18,000 |
| Nil |
| Nil |
| Nil |
| Nil |
|
| Nil |
|
| Nil |
| Nil |
| ||
___________
*We were incorporated on February 19, 2021; as such, we have only 2022 and 2023 representing executive compensation.
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
During the current year our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer have accrued salaries of $3,000 per month for each beginning on July 1, 2023, resulting in a total of $18,000 per officer for the year ended December 31, 2023. No salary or any compensation was paid or received by the officers for the year ended December 31, 2022.
Stock Option Plan
Currently, we do not have a stock option plan in favor of any director, officer, consultant, or employee of our company.
Option Grants
We have not granted any options or stock appreciation rights to our named executive officers or directors since inception. We do not have any stock option plans.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, and we have not paid any compensation to our directors.
Independent Directors
We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
| 21 |
| Table of Contents |
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Compensation, Nominating, and Audit Committees
We do not currently have compensation, nominating, or audit committees. Our board of directors, as a whole, performs the functions of these committees.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following tables set forth as of the date of this filing, certain information concerning the beneficial ownership of our capital stock, including our common stock:
| · | Each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock, |
| · | Each director, |
| · | Each named executive officer, |
| · | All our executive officers and directors as a group, and |
| · | Each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock. |
Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our common stock beneficially owned by them.
At present, our beneficial ownership consists of 20,000,000 shares or 88.16% of issued and outstanding common stock.
The following table sets forth, as of December 31, 2023 certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of any class of our voting securities and by our current executive officers and directors as a group.
Common Stock Shares
Name of Beneficial Owner (1) |
|
Common | Nature of Beneficial Ownership |
| Percentage of Total Common | |
Panagiotis Lazaretos (CEO/Director) |
| 9,000,000 | Officer and Director |
| 37.14 | |
Helen V. Maridakis (CFO/Director) |
| 2,000,000 |
| Officer and Director | 8.25 | |
Nikolaos Ioannou (COO/Director) |
| 9,000,000 |
| Officer and Director | 37.14 | |
|
|
|
|
|
|
|
Total |
|
|
|
|
| 82.53 |
____________
(1) Each of the beneficial owners have held the officer/director positions indicated above since February 19, 2021.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as disclosed below, there has been no transaction, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $5,000, being the lesser of $120,000 or one percent of our total assets and in which any of the following persons had or will have a direct or indirect material interest:
a) | any director or executive officer of our company, |
b) | any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities, |
c) | any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting, or disposing of our common stock, which acquired control of our company when it was a shell company, and |
d) | any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. |
The offices are leased by our CFO’s company Nicholas G. Vardalos & Company LLP and 150 square feet of that is subleased to us.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Audit fees and related accounting fees amounted to $40,000 for the year ended December 31, 2023, and $36,000 for the year ended December 31,2022.
All Other Fees
None
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| Table of Contents |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. | |
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| Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. | |
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101.INS* |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.XSD* |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB* |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104* |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Filed herewith
| 23 |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: | /s/ Panagiotis N. Lazaretos |
|
| Panagiotis N. Lazaretos |
|
| Chief Executive Officer Principle Executive Officer |
|
|
|
|
By: | /s/ Helen V. Maridakis |
|
| Helen V. Maridakis Chief Financial Officer/Chief Accounting Officer Principle Financial Officer |
|
Dated: April 1, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By: | /s/ Panagiotis N. Lazaretos |
|
| Panagiotis N. Lazaretos |
|
| Director |
|
|
|
|
By: | /s/ Helen V. Maridakis |
|
| Helen V. Maridakis Director |
|
By: | /s/ Nikolaos Ioannou |
|
| Nikolaos Ioannou Director |
|
Dated: April 1, 2024
| 24 |