UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the annual period ended December 31, 2024

 

or

 

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number

000-56399

 

BrooQLy Inc.

(Exact name of small business issuer as specified in its charter)

 

Nevada

86-2265420

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

10101 S. Robert Road, Suite 209

Palos Hills, Illinois 60465 

(Address of principal executive offices)

 

718-705-8770

(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 ☐ No

 

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). Yes ☒ No ☐

 

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 

 

 

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 No ☒

 

As of March 31, 2025, there were 25,615,000 shares outstanding.

 

The aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2024, was $3,219,000.

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

PART I

 

 

 

Item 1.

Business

 

4

 

Item 1A

Risk Factors

 

8

 

Item 1B

Unresolved Staff Comments

 

12

 

Item 1C

Cybersecurity

 

 12

 

Item 2.

Properties

 

12

 

Item 3.

Legal Proceedings

 

12

 

Item 4.

Mine Safety Disclosures

 

12

 

 

 

 

 

 

 

PART II

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

13

 

Item 6.

[Reserved.]

 

13

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

13

 

Item 7a.

Quantitative and Qualitative Disclosures About Market Risk

 

15

 

Item 8.

Financial Statements and Supplementary Data

 

16

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

17

 

Item 9a.

Controls and Procedures

 

17

 

Item 9b.

Other Information

 

17

 

Item 9c

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

 17

 

 

 

 

 

 

 

PART III

 

 

 

Item 10.

Directors and Executive Officers and corporate governance

 

18

 

Item 11.

Executive Compensation

 

21

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

22

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

22

 

Item 14.

Principal Accountant Fees and Services

 

22

 

 

 

 

 

 

 

PART IV

 

 

 

Item 15.

Exhibits and Financial Statement Schedules.

 

23

 

Item 16.

Form 10-K Summary.

 

 

 

Signatures

 

24

 

 

 
2

Table of Contents

 

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 rise to $220 billion in 2023 and constitute - 40% of restaurant sales. Digital ordering and delivery have been growing 300% compared to dine-in traffic since 2014. Takeout increased by 286% in 2020. Digital orders have increased by 135% since June 2020.

 

Site:  https://blog.trycake.com/41-online-ordering-stats-to-know-in-2021

Site: https://upserve.com/restaurant-insider/online-ordering-statistics/

 

Business Overview

 

We have developed an innovative technological platform that allows:

 

 

·

Retail Shops

 

·

Consumers

 

·

Consumer Packaged Goods Brands

 

to connect and interact through a Social Networking experience.

 

Our Platform enables:

 

 

·

Retail Shops to register and upload their Catalog Products called “Treats”.

 

·

Consumers to sign-up, purchase and send “Treats” to other registered Users.

 

·

Brands to advertise their Products throughout our Platform.

 

Currently there are three ways (“Modes”) to purchase and send Treats.

 

 

·

Remote Mode

 

 

A platform User selects a City, a Registered Shop, a Product to be purchased and a Platform-Connected User for the Product to be sent.

 

 

·

In-Shop Mode

 

 

A platform User checks-in to a Registered Shop and gains access to all checked-in Users (either Platform-Connected or not) after which the User selects a Product to be purchased and sent to the selected User.

 

 

·

At-Home Mode

 

 

In collaboration with online retail Shops, a Platform User can send a purchased Product to the home of a Platform-Connected User. The delivery of such Product occurs using the delivery means of the online retail Shop.

 

Planning for The Future

 

The Company intends to strategically reposition itself as a leading provider in the rapidly growing field of drone technology and autonomous logistics. As part of this transformation, the Company plans to change its name to better reflect its new mission and industry focus.

 

The Company intends to focus on the design, engineering, and manufacturing of unmanned aerial vehicles (UAVs) to serve commercial, industrial, and governmental markets. In parallel, the Company plans to deliver cutting-edge autonomous logistics solutions that utilize advanced drone systems and smart delivery infrastructure.

 

As part of this transformation, the Company also intends to incorporate its proprietary BrooQLy software platform into its logistics operations. Originally developed as a social engagement tool, BrooQLy will be adapted and integrated into the Company’s autonomous logistics offering to manage user engagement, real-time tracking, delivery optimization, and customer communication—enhancing transparency and creating a more intuitive, on-demand logistics experience.

 

A key strategic move supporting this transition is the appointment of Ron J. Rich, former Vice President of Propulsion Systems at Honeywell Aerospace to the Company’s Board of Directors. Mr. Rich’s deep aerospace expertise is expected to contribute significantly to product development, operational scale, and industry partnerships.

 

Looking forward, the Company intends to build strategic alliances with aerospace suppliers, logistics operators, and research institutions, enabling rapid development and deployment of its UAV platforms and logistics technologies. Through these efforts, Brooqly, Inc. aims to establish itself as a forward-thinking, innovation-driven leader in next-generation aerospace and autonomous delivery systems.

 

 
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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

 

 
5

Table of Contents

 

A User downloads our App for free (from the Google and Apple app stores), completes account information, uploads a photo, and connects with friends by importing them from various sources, such as their phone catalog, Meta (Facebook), or other social networking platforms.

 

Then the User gains access to our newsfeed that shows “connected friends” activity similar to other Social Networking platforms. Therefore, every User, can share photos, “like” other connected User photos and send and receive notifications and messages.

 

Following that, the User can select one of three “Treating Modes” to purchase and send a Treat to another User:

 

Platform Data

 

Our platform is designed to be multi-lingual (currently operating in English, Greek, Romanian, Turkish and Czech) and a multicurrency conversion feature (so a Sending Consumer from one country receives real-time conversion when purchasing a Treat for a Receiving Consumer from another country).

 

We started operations in:

 

 

·

Greece, on August 13, 2021 (a market that we shall be managing directly with our own resources)

 

·

Romania, on August 26, 2021 (a market that we shall be managing using a Local Partner)

 

·

·

Turkey, on July 1, 2023 (a market that we shall be managing using a Local Partner)

Czech Republic, on April 1st, 2024 (a market that we is managed directly with our own resources)

 

Revenue Sources

 

Our revenue is derived from 3 sources:

 

 

·

Annual Shop Registration Fee at $120 per year.

 

·

Treat Commission at 20% fee for each transaction made on our Platform for each Shop, i.e. a Sending Consumer orders a catalog product from a registered Shop on our Platform, which costs $10, 20% of which ($2) is retained by us.

 

·

Brand(s) that wish to advertise on our Platform, which advertising fee is based on selected shops per month at $50 per shop per month.

 

Dependence Upon One or a Few Customers

 

We are not presently, and we do not anticipate becoming dependent upon one or a few customers or brands or shops.

 

Marketing

 

Our marketing strategy consists of the following pillars once a country starts operations:

 

 

· 

Pre-launch Stage

 

 

Social Media teasing Posts

 

 

Brand Building campaigns

 

 

CRM process creation

 

 

Landing Page creation to lead generation

 

 

·  

Launch Stage

 

 

Performance Marketing

 

 

Influencer Marketing

 

 

email Marketing

 

 

Native Ads

 

 

Press Releases

 

 
6

Table of Contents

 

 

·

Post Launch Stage

 

 

Referral Marketing

 

App Store Optimization

 

App Push Notifications

 

CRM Marketing

 

Mobile Affiliate Marketing

 

Vlogging

 

Operations to Date

 

Our operations to date have primarily consisted of:

 

 

·

Signing agreement with Enaleia on September 28th, 2023, as part of our environmental responsibility

 

·

Signing new software development agreement with Citiwave Systems, Ltd, on October 1st, 2023

 

·

Acquiring DTC and DWAC eligibility which was publicly announced on October 27th, 2023

 

·

Launching version 3 of our platform, on December 1st, 2023

 

·

Enhancing operations in Greece, Romania and Turkey

 

·

Signing agreement with CIM Securities, LLC, on February 29th, 2024 to raise up to 3,000,000 in funding

 

·

Signing Pilot Agreement for Czech Republic on March 13th, 2024

 

·

Singing Foreign Representation Agreement for Zambia on March 27th, 2024

 

Material Agreements up to the end of Fiscal Year 2024

 

We have executed the following agreements critical to the development our business plan:

 

 

·

Short-Term Pilot Agreement – Czech Republic

 

 

o

We completed an agreement with Anton Kalenikov, on March 13th, 2024.

 

o

The scope of the pilot is to test the adaptability of our platform in the Czech market.

 

o

After a 3-month duration we will evaluate the outcome and decide on the next steps.

 

 

·

Foreign Representation Agreement - Zambia

 

 

o

We completed an agreement with MRX Consulting OÜ on March 27th, 2024.

 

o

This partnership will be instrumental in testing our platform in a new continent and also expanding our platform to the neighboring sub-Saharan markets within a 3-year strategy.

 

o

The Foreign Representation Agreement signed comes into effect on July 1st, 2024.

 

 

·

Software Development Agreements

 

 

o

.

 

o

On October, 1st 2023, we sign an agreement with Citiwave Systems. Ltd to upgrade our platform to v3 which includes a new User Interface for our smartphone app and upgraded functionality for our web-based administration and reporting system. As per the same agreement the Company continued with Citiwave Systems, Ltd for the upgrade to version 4 of the platform.

 

 

·

Marketing & Advertising Agreements

 

 

o

Investment Banking Agreement

 

We completed an agreement with CIM Securities LLC, on February 22, 2024.

The objective was to raise up to $3,000,000 from accredited investors under Regulation 506(c).

 

Material Agreements after the end of Fiscal Year 2024

 

On February 25, 2025, Panagiotis Lazaretos, Helen V. Maridakis, and Nikolaos Ioannou, the three controlling shareholders (collectively, the “Sellers”) of BrooQLy Inc., a Nevada corporation (the “Company”), entered into a Share Purchase Agreement (the “SPA”) with Aerospace Capital Partners, LLC, a Nevada limited liability company (“ACP”). Pursuant to the SPA, the Sellers sold an aggregate of 18,000,000 shares of common stock of the Company to ACP, equal to approximately 70.3% of the Company’s outstanding shares of common stock. As a result of this transaction, ACP became the controlling shareholder of the Company.

 

The purchase price paid by ACP was $360,000, of which $358,200 was to pay off the Company’s outstanding liabilities as of February 25, 2025, with the remaining $1,800 paid to the Sellers.

 

The source of the funds used by ACP to pay the purchase price was loans from private investors.

 

Other than the entry into the SPA and the transactions described therein and the agreements discussed below, there were no arrangements between ACP and the Sellers which could result at a subsequent date in a further change of control of the Company.

 

In connection with the SPA and the payment of the Company’s outstanding liabilities, the Company issued to ACP a Convertible Promissory Note (the “Note”) in the original principal amount of Three Hundred Fifty-eight Thousand Two Hundred Dollars ($358,200). The Note will convert automatically into shares of the Company’s common stock or a series of preferred stock upon the occurrence of all of the following: (1) the acquisition of the controlling interest in the Company by ACP, which happened pursuant to the SPA; (2) the effectiveness of an amendment to the Company’s Articles of Incorporation to authorize the Company to issue preferred stock; and (3) the filing of a Certificate of Designation of Rights and Preferences of a series of preferred stock of the Company. Upon the occurrence of all three events, ACP has the right to determine whether the Note amount will convert into shares of common stock or shares of the new preferred stock.  The conversion price of the Note amount will be $0.015 per share of either common stock or preferred stock.

 

 
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Also, in connection with the SPA, the Company entered into an Assets Purchase Option and License Agreement (the “Option and License Agreement”) with the Sellers. Pursuant to the Option and License Agreement, the Company granted to Absocare, Inc., a South Dakota corporation (“ABSO”), an entity controlled by the Sellers, a non-exclusive, royalty-free license to use certain assets of the Company (the “Assets”) for a period of six months (the “License Period”). The Assets consist of the Company’s name and trademark; the software code used by the Company; the domain name (www.brooqly.com); the Company’s app store accounts; and the Company’s social media accounts.  ABSO has no right to sublicense, modify, distribute, or commercialize the Assets during the License Period.

Additionally, pursuant to the Option and License Agreement, the Company granted to ABSO the option to purchase the Assets at the end of the License Period. ABSO may elect to exercise the option by written notice to the Company for three months after the end of the License Period.

 

Patents, Trademarks, Royalty Agreements

 

We have no patents or royalty agreements,

 

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

 

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

 

Employees

 

As of December 31, 2024, our only employees were our Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.

 

Raw Materials

 

We use no raw materials in our business.

 

Competition

 

Most of our competitors have greater operating histories, revenues, personnel, and capital resources than we do.

 

Research and Development

 

Since our inception, we have spent no funds on research and development.  

 

Government Regulations

 

We are subject, directly and indirectly (through our Registered Shops), to a wide variety of laws and regulations in the countries in which we operate. These laws, regulations, and standards govern issues such as the Internet, labor and employment, anti-discrimination, payments, gift cards, product liability, consumer protection and warnings, marketing, taxation, privacy, data security, terms of service, mobile application and website accessibility. The sale and delivery of goods through our platform is also subject indirectly to laws, regulations, and standards that govern food safety, alcohol, and tobacco. These regulations are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies of the countries in which we conduct our business.

 

Where You Can Find Us

 

Our principal executive office and mailing address are 10101 S. Roberts Road, Suite 209, Palos Hills, Illinois 60465 and our telephone number is 718-705-8770.

 

Website

 

We have developed a website to be located at www.brooqLy.com. No information on our website is incorporated into this 10-K.

 

ITEM 1A. RISK FACTORS

 

Because of the following factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

 

 
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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.

 

 

 

 

·

We have little historical performance for you to base an investment decision upon, and we may never become profitable.

 

 

 

 

·

If we are unable to generate sufficient revenue 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.

 

 

 

 

·

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.

 

 

 

 

·

We have an unproven business model.

 

 

 

 

·

Our growth depends in part on the success of our relationships, agreements, and arrangements with third parties.

 

 

 

 

·

Should we encounter difficulties or service interruptions with our software, our results of operations may be negatively impacted.

 

 

 

 

·

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.

 

 

 

 

·

We expect our quarterly financial results to fluctuate.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

Any future litigation against us could be costly and time-consuming to defend.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

Increases in food, labor, and occupancy costs could adversely affect results of operations.

 

 

 

 

·

Our failure to attract, train, or retain highly qualified personnel could harm our business.

 

 

 

 

·

Our Platform is in the early stages of commercialization; we are not certain that our Platform will be well received as anticipated.

 

 

 

 

·

We may be unable to effectively manage growth.

 

 

 

 

·

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 an evaluation may have an adverse effect on our stock price.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

We face risks associated with our existing and planned international business.

 

 

 

 

·

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.

 

 

 

 

·

We may be unable to adequately protect or continue to use our intellectual property; failure to protect such intellectual property may harm our business.

 

 

 

 

·

We will require additional capital to execute our overall business strategy.

 

 

 

 

·

As of the date of this Annual Report, one shareholder owned a controlling interest in the voting stock, and as such, investors will have minimal influence on our operations.

 

 

 

 

·

Climate changes may indirectly impact our business.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

The market price of our Common Stock may fluctuate significantly in the future.

 

 

 

 

·

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock.

 

 

 

 

·

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.

 

 

 

 

·

If our stock is thinly traded, sale of your holding may take a considerable amount of time.

 

 

 

 

·

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.

 

 

 

 

·

There will be restrictions on resale of Securities and there is no assurance of the registration of the Securities.

 

 

 

 

·

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.

 

 

 

 

·

FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our Common Stock.

 

 

 

 

·

Shares eligible for future sale may adversely affect the market.

 

 

 

 

·

If we fail to maintain effective internal controls over financial reporting, the price of our Common Stock may be adversely affected.

 

 

 

 

·

Our annual and quarterly results may fluctuate, which may cause substantial fluctuations in our Common Stock price.

 

 

 

 

·

We have never paid cash dividends and do not anticipate doing so in the foreseeable future.

 

 

 

 

·

Our stock price may be volatile, which may result in losses to our shareholders.

 

 

 

 

·

We do not have an independent board of directors which could create a conflict of interest and pose a risk from a corporate governance perspective.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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.

 

 

 

 

·

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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Table of Contents

  

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 consist of 150 square feet composed of (office, conference room, etc.). We pay monthly rent of $0, and our lease expired on December 31, 2024. The lease has been extended for 6 months until June 30, 2025.

 

The offices are leased by our former Chief Financial Officer’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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Table of Contents

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Common Stock

 

As of March 31, 2025, our common stock was held by 29 stockholders of record and we had 25,615,000 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. [RESERVED.]

 

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.

  

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.

 

 
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Table of Contents

 

Known or Anticipated Trends

 

 

·

Financial market volatility and declines in financial market prices of equity securities

 

 

 

 

·

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.

 

 

 

 

·

Ongoing impacts of the war in Ukraine and the Russian sanctions; and

 

 

 

 

·

Economic recession.

 

 

 

 

·

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, 2024 and 2023

 

 

·

Revenues

 

 

Our revenues for FY 2024 and FY 2023 were $266 and $5, respectively, consisting solely of treats from our Platform. Our revenues from FY 2024 compared to FY 2023 increased by $261.

 

 

 

 

·

Operating expenses

 

 

We incurred total operating expenses of $537,440 for the year ended December 31, 2024, consisting of $110,017 of professional fees, $81,000 in salaries, $30,000 as a bad debt, $198,193 for the impairment of the intangible asset and $118,230 of other general and administrative costs. 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.  Our total operating expense from FY 2024 compared to FY 2023 increased by $222,872 which is mainly due to the impairment of the intangible asset and the bad debt expense.

 

 

 

 

·

Net loss

 

 

We had a net loss of $1,171,439 and $348,288 for the year ended December 31, 2024 and December 31, 2023, respectively, reflecting an increased net loss of $823,151 which is mainly due to the impairment of the intangible asset, the loss on the conversion of common stock shares and the loss on the exercise of warrants.

 

Liquidity and Capital Resources

 

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.

 

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.

 

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.

 

Plan of Operations

 

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.

 

 
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Table of Contents

 

Going Concern

 

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.

 

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.

 

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.

 

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.

 

 
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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, 2024 and 2023

 

Report of Independent Registered Public Accounting Firm (PCAOB ID 587)

 

F-1

 

 

 

 

 

Balance Sheets as of December 31, 2024 and December 31, 2023

F-2

 

 

Statements of Operations for the year December 31, 2024 and December 31, 2023

F-3

 

 

Statements of Cash Flows for the year ended December 31, 2024 and December 31, 2023

F-4

 

 

Statements of Changes in Stockholders’ Deficit as of December 31, 2024 and December 31, 2023

 

F-5

 

 

 

 

 

Notes to the Financial Statements

F-6 to F-11

 

 

 
16

Table of Contents

 

brql_10kimg6.jpg

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, 2024 and 2023, 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 consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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 consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ RBSM LLP

 

 

We have served as the Company’s auditor since 2022.

New York, NY

March 31, 2025

 

PCAOB ID: 587 

 

 

 
F-1

Table of Contents

 

BrooqLy Inc.

Balance Sheets

 

ASSET

 

December 31, 2024

 

 

December 31, 2023

 

Current Assets

 

 

 

 

 

 

Cash

 

$33

 

 

$2

 

Prepaid Expenses

 

 

204

 

 

 

30,204

 

Total Current Assets

 

 

237

 

 

 

30,206

 

 

 

 

 

 

 

 

 

 

Long-term Assets

 

 

 

 

 

 

 

 

Intangible Assets, net

 

 

-

 

 

 

171,076

 

Total Long-term Assets

 

 

-

 

 

 

171,076

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$237

 

 

$201,282

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$189,291

 

 

$145,077

 

Promissory Note

 

 

55,000

 

 

 

55,000

 

Interest Payable

 

 

14,004

 

 

 

4,303

 

Payroll Payable

 

 

-

 

 

 

50,488

 

Due to related party

 

 

29,931

 

 

 

23,374

 

Total Current Liabilities

 

 

288,226

 

 

 

278,242

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Common stock, par value $0.0001; 200,000,000 common shares authorized; 25,615,000 and 24,234,982 common shares issued and outstanding at December 31, 2024 and December 31, 2023 respectively

 

 

2,562

 

 

 

2,424

 

Additional paid in capital

 

 

1,709,645

 

 

 

749,373

 

Accumulated deficit

 

 

(2,000,196)

 

 

(828,757)

Total Stockholders’ Deficit

 

 

(287,989)

 

 

(76,960)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$237

 

 

$201,282

 

 

The accompanying notes are an integral part of these audited financial statements.

 

 
F-2

Table of Contents

 

BrooqLy Inc.

Statements of Operations

 

 

 

 

 

 

 

 

 

 

YEAR ENDED

 

 

YEAR ENDED

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

Revenue

 

$266

 

 

$5

 

Total Revenue

 

 

266

 

 

 

5

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

Professional fees

 

 

110,017

 

 

 

87,941

 

Salaries

 

 

81,000

 

 

 

54,000

 

     Bad Debt expense

 

 

 30,000

 

 

 

 -

 

Impairment of Intangible Asset

 

 

198,193

 

 

 

  -

 

Other general and administrative costs

 

 

118,230

 

 

 

172,366

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

537,440

 

 

 

314,307

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(537,174)

 

 

(314,302)

 

 

 

 

 

 

 

 

 

Other Income

 

 

5,435

 

 

 

317

 

Interest Expense

 

 

(153,700)

 

 

(34,303)

Loss on conversion of Shares

 

 

(426,000)

 

 

-

 

Loss on exercise of warrants

 

 

 (60,000

 

 

 -

 

Other Income (expense) net

 

 

(634,265)

 

 

(33,986)

 

 

 

 

 

 

 

 

 

Net loss before income tax

 

$(1,171,439)

 

$(348,288)

 

 

 

 

 

 

 

 

 

Provision for income taxes (benefit)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(1,171,439)

 

$(348,288)

 

 

 

 

 

 

 

 

 

Net Loss Per Common Stock - basic and fully diluted

 

$(0.05)

 

$(0.01)

 

 

 

 

 

 

 

 

 

Weighted-average number of shares of common stock outstanding - basic and fully diluted

 

 

25,088,688

 

 

 

23,621,489

 

 

The accompanying notes are an integral part of these audited financial statements.

 

 
F-3

Table of Contents

 

 

BrooqLy Inc.

Statements of Cash Flows

 

 

 

YEAR ENDED

 

 

YEAR ENDED

 

 

 

December 31, 2024

 

 

December 31, 2023

 

 

 

Audited

 

 

Audited

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(1,171,439)

 

$(348,288)

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

Amortization

 

 

58,754

 

 

 

32,585

 

Impairment of Intangible Asset

 

 

198,193

 

 

 

 -

 

Shares Issued for Services

 

 

58,000

 

 

 

122,000

 

Shares Issued as gift

 

 

17,410

 

 

 

-

 

Shares Issued for Loan & Interest

 

 

120,000

 

 

 

60,000

 

Loss on conversion of convertible note to common stock

 

 

426,000

 

 

 

 -

 

Loss on exercise of warrants

 

 

 60,000

 

 

 

 -

 

Changes in assets and liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

 

44,214

 

 

 

26,618

 

Prepaid Expenses

 

 

30,000

 

 

 

(30,000)

Payroll Payable

 

 

84,512

 

 

 

50,488

 

Accrued Interest

 

 

33,701

 

 

 

4,303

 

Due to related party

 

 

6,557

 

 

 

1,468

 

Net cash provided by (used in) operating activities

 

(34,098

 

(80,827)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Software

 

 

(85,871)

 

 

(74,173)

Net cash used in investing activities

 

(85,871)

 

(74,173)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Shares issued for cash

 

 

30,000

 

 

 

100,000

 

Promissory Note

 

 

90,000

 

 

 

55,000

 

Net cash provided by financing activities

 

120,000

 

 

155,000

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash

 

 

31

 

 

 

1

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

 

 

 

 

 

 

Cash at beginning of year

 

 

2

 

 

 

1

 

Cash at end of year

 

$33

 

 

$2

 

 

 

 

 

 

 

 

 

 

Supplemental Non-Cash Investing and Financing

 

 

 

 

 

 

 

 

          Forgiveness of Accrued payroll

 

$

 135,000

 

 

 

 -

 

          Shares issued for conversion of notes

 

$

 540,000

 

 

 

 -

 

 

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

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares to be Issued

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Stockholders’

Deficit

 

Balance, January 1, 2024

 

 

24,234,982

 

 

$2,424

 

 

$-

 

 

$749,373

 

 

$(828,757)

 

$(76,960)

Shares issued for cash

 

 

150,000

 

 

 

15

 

 

 

 -

 

 

 

29,985

 

 

 

 -

 

 

 

30,000

 

Shares issued for services

 

 

100,000

 

 

 

10

 

 

 

 -

 

 

 

57,990

 

 

 

 -

 

 

 

58,000

 

Shares issued for Interest

 

 

200,000

 

 

 

20

 

 

 

 -

 

 

 

119,980

 

 

 

 -

 

 

 

120,000

 

Shares issued for Loan

 

 

900,000

 

 

 

90

 

 

 

 -

 

 

 

539,910

 

 

 

 -

 

 

 

540,000

 

Gifted Shares

 

 

30,018

 

 

 

3

 

 

 

 -

 

 

 

17,407

 

 

 

 -

 

 

 

17,410

 

Adjustment for Accrued Payroll

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

135,000

 

 

 

 -

 

 

 

135,000

 

Loss on exercise of warrants

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 30,000

 

 

 

 -

 

 

 

 30,000

 

Net Loss

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

(1,171,439)

 

 

(1,171,439)

Balance, December 31, 2024

 

 

25,615,000

 

 

$2,562

 

 

$-

 

 

$1,709,645

 

 

$(2,000,196)

 

$(287,989)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 

 

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares to be Issued

 

 

Paid-in Capital

 

 

Accumulated

Deficit

 

 

Stockholders’

Deficit

 

Balance, January 1, 2023

 

 

22,584,982

 

 

$2,259

 

 

$20,000

 

 

$447,538

 

 

$(480,469)

 

$(10,672)

Shares issued for cash

 

 

550,000

 

 

 

55

 

 

 

(20,000)

 

 

119,945

 

 

 

 -

 

 

 

100,000

 

Shares issued for services

 

 

600,000

 

 

 

60

 

 

 

 -

 

 

 

121,940

 

 

 

 -

 

 

 

122,000

 

Shares issued for loan and  interest

 

 

500,000

 

 

 

50

 

 

 

 -

 

 

 

59,950

 

 

 

 -

 

 

 

60,000

 

Net Loss

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

(348,288)

 

 

(348,288)

Balance, December 31, 2023

 

 

24,234,982

 

 

$2,424

 

 

$-

 

 

$749,373

 

 

$(828,757)

 

$(76,960)

 

The accompanying notes are an integral part of these audited financial statements.

 

 
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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 5 years.

 

Fair Value of Financial Instruments

 

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

 

Income Taxes

 

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

 

 
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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, 2024 and December 31, 2023.

 

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.

 

Segment Reporting Disclosure

 

The Company follows Accounting Standards Update 2023-07-Segment Reporting:

 

Improvement to Reportable Segment Disclosures (“ASU 2023-07”), which expands reportable segment information by requiring companies to disclose, on an annual and interim basis, significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss.

 

At December 31, 2024, the Company’s operations constitute a single operating segment and therefore, a single reportable segment.  The business offers a combination of social networking, online food ordering and gifting.

 

 
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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 $226 in revenue for the year ended December 31, 2024. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenues to cover operating costs Until we generate material operating revenues, the Company will require additional debt or equity funding to continue its operations, however, there is no assurances that the Company will conduct such offering or that it will raise sufficient funding to continue its operations.

 

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.

 

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, 2024 and 2023, Intangible assets consisted of the following:

 

 

 

Useful life

 

December 31,

2024

 

 

December 31,

2023

 

At cost:

 

 

 

 

 

 

 

 

Software platform

 

5 years

 

$309,968

 

 

$224,097

 

 

 

 

 

 

 

 

 

 

 

 

Less: accumulated amortization

 

 

 

 

(111,775)

 

 

(53,021)

Impairment of Intangible Asset

 

 

 

 

(198,193)

 

 

-

 

 

 

 

 

$-

 

 

$171,076

 

 

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

 

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

 

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

 

The total value of $111,775 was amortized over its useful life of 5 years. Intangible assets are measured initially at cost. After initial recognition, an entity usually measures an intangible asset at cost less accumulated amortization.  The intangible asset was fully impaired as of December 31, 2024.

 

The amortization of Intangible assets was $58,754 and $32,585 as of December 31, 2024, and December 31, 2023, respectively.

 

 
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NOTE 5 – RELATED PARTY TRANSACTIONS

 

The Company has related party transactions with its three former n amount of $9,487 to our CEO, Mr. Panagiotis N. Lazaretos, $10,067 to our CFO Mrs. Helen V. Maridakis and $10,378 to our COO, Mr. Nikolaos Ioannou has as of December 31, 2024

 

NOTE 6 – NOTE PAYABLE AND PROMISSORY NOTE 

 

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

 

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

 

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

 

On February 22, 2024, the Company entered into a Convertible Promissory Note Agreement with Angelos Rezos, who agreed to lend $60,000 to the Company with a repayment amount of $78,000 on the maturity date of December 31, 2024.   Additionally, Mr. Rezos entered into a second Convertible Promissory Note Agreement on March 21, 2024, to lend the Company $20,000 with the repayment amount of $26,000 on the maturity date of December 31, 2024.  Both convertible notes have the conversion decision as of September 30, 2024, but Mr. Rezos made the decision to convert both loans on April 9, 2024, and 800,000 restricted common stock shares were issued to him for a value of $480,000 that includes $24,000 as interest expense and a loss on conversion to common stock shares of $376,000.

 

On March 31, 2024, the Company entered into a third Convertible Promissory Note Agreement with Angelos Rezos, who agreed to lend $10,000 to the Company with a repayment amount of $13,000 on the maturity date of December 31, 2024, and a conversion decision by September 30, 2024.  The shareholder has made the decision to convert the loan to shares on December 3, 2024, and 100,000 restricted common stock shares were issued to him for a value of $90,000 that includes $3,000 in interest expense and a loss on conversion to common stock shares of $50,000.

 

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Issuance of Common Stock

 

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On December 31, 2024, there were 25,615,000 common shares issued and outstanding.

 

On February 25, 2022, the Company cancelled 1,000,000 in common shares and warrants issued to an accredited investor.  The Company had entered into a subscription agreement on December 31, 2021, whereby the investor agreed to purchase up to 1,000,000 shares of common stock and 1,000,000 in warrants at $0.10 per share.  The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the Company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor.

 

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

 

For the year ended December 31, 2023, the Company issued 550,000 shares of common stock for cash proceeds of $100,000 and issued 600,000 shares of common stock for services rendered for a value of $122,000. The Company has also issued the 100,000 shares that were to be issued from the prior year for cash proceeds of $20,000 received in the prior year.  Additionally, the Company issued 500,000 shares of common stock from a convertible note and interest at a value of $60,000 as of December 31, 2023.

 

For the year ended December 31, 2024, the Company issued 150,000 shares of common stock for cash proceeds of $30,000 that were from the exercise of warrants and 100,000 shares of common stock for services rendered for a value of $58,000.  Additionally, the Company issued 1,100,000 shares of common stock from a convertible note and interest at a value of $680,000 and 30,018 restricted common stock shares as a gift to initial shareholders for a value of $17,410 as of December 31, 2024.

 

 
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Warrants

 

From September 17, 2021, to December 31, 2021, the Company sold 2,000,000 Common Stock Shares to 3 accredited investors at a price of $0.10 per share or an aggregate of $200,000, which subscription also included 1 Common Stock Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10). Upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB, the Warrant Exercise Price will then be calculated at a 50% discount to the 7-day average price for that 7-day period preceding exercise of the Warrant. The Warrant Exercisable Period is 5 years from the date of the Subscriber subscribing to the Shares.

 

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

 

Changes in Equity

 

For the year beginning January 1, 2024, the Company had a stockholders’ deficit balance of $76,960. With the issuance of 150,000 shares of common stock for cash proceeds of $30,000 that were from the exercise of warrants and 100,000 restricted common stock shares for services rendered, a value of $58,000, the issuance of 30,018 restricted common stock shares at a value of $17,410, the issuance of 900,000 restricted common stock shares for the conversion of a loan at a value of $540,000, the issuance of 200,000 restricted common stock shares as interest on a convertible loan, a value of $120,000, the adjustment for officers’ payroll  at a value of $135,000, the loss on the exercise of warrants of $60,000 and the net loss of $1,171,439 for the year ended December 31, 2024, the ending balance is a deficit of $287,989 as of December 31, 2024.

 

For the year beginning January 1, 2023, the Company had a shareholders’ equity balance of $10,672. With the sale of 550,000 shares of common stock for a value of $100,000, the issuance of 600,000 shares of common stock for services, a value of $122,000, the issuance of 500,000 shares of common stock for a convertible note plus interest for a value of $60,000, and the net loss of $348,288 for the year ended December 31, 2023, the ending balance in Stockholders’ Deficit is $76,960 as of December 31, 2023.

  

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The Company neither owns nor leases any real or personal property. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

 

 

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NOTE 9 – INCOME TAXES

 

At December 31, 2024, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $1,286,006 that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized. The Internal Revenue Code may limit the future use of its existing net operating losses.

 

All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits. During the year ended December 31, 2024, the Company has increased the valuation allowance by $143,942 from $174,040 to $317,982. We have adopted the provisions of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities.  Tax position that meet the more likely than not threshold is then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain.

 

Net deferred tax assets consist of the following components as of December 31, 2024 and December 31, 2023

 

 

 

2024

 

 

%

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

Impairment of Intangible Asset

 

41,621

 

 

 

 

 

$-

 

Bad debt Expense

 

6,300

 

 

 

 

 

$-

 

NOL Carryover

 

$270,061

 

 

 

 

 

$174,040

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub Total

 

$317,982

 

 

 

 

 

$174,040

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation Allowance

 

$(317,982)

 

 

 

 

$(174,040)

Net Deferred Tax Asset

 

$-

 

 

 

 

 

$(0)

 

 

$(143,942)

 

 

 

 

$(73,142)

 

 

 

 

 

 

 

 

 

 

 

 

Book Loss

 

$(246,002)

 

 

21%

 

$(73,142)

Permanent Difference:

 

 

 

 

 

 

 

 

 

 

 

 

Loss on Conversion of Shares

 

89,460

 

 

 

-8%

 

$-

 

Loss on exercise of warrants

 

$

12,600

 

 

 

-1%

 

$-

 

Change in valuation

 

$143,942

 

 

 

-12%

 

$73,142

 

 

 

$(0)

 

 

0%

 

$(0)

 

 

 

 

 

 

 

 

 

 

 

 

 

Book Loss

 

$(1,171,439)

 

 

 

 

 

$(348,291)

 

NOTE 10 – SUBSEQUENT EVENT

 

On February 25, 2025, Panagiotis Lazaretos, Helen V. Maridakis, and Nikolaos Ioannou, the three controlling shareholders of the Company, entered into a Share Purchase Agreement (the “SPA”) with Aerospace Capital Partners, LLC, a Nevada limited liability company (“ACP”). Pursuant to the SPA, the Sellers sold an aggregate of 18,000,000 shares of common stock of the Company to ACP, equal to approximately 70.3% of the Company’s outstanding shares of common stock, as a result of this transaction, ACP became our controlling shareholder.

 

In connection with the SPA and the payment of the Company’s outstanding liabilities, the Company issued to ACP a Convertible Promissory Note in the original principal amount of Three Hundred Fifty-eight Thousand Two Hundred Dollars ($358,200). The Note will convert automatically into shares of the Company’s common stock or a series of preferred stock upon the occurrence of all of the following: (1) the acquisition of the controlling interest in the Company by ACP, which happened pursuant to the SPA; (2) the effectiveness of an amendment to the Company’s Articles of Incorporation to authorize the Company to issue preferred stock; and (3) the filing of a Certificate of Designation of Rights and Preferences of a series of preferred stock of the Company. Upon the occurrence of all three events, ACP has the right to determine whether the Note amount will convert into shares of common stock or shares of the new preferred stock. The conversion price of the Note amount will be $0.015 per share of either common stock or preferred stock.

 

Also in connection with the SPA, the Company entered into an Assets Purchase Option and License Agreement  with the Sellers, pursuant to which , the Company granted to Absocare, Inc., a South Dakota corporation (“ABSO”), an entity controlled by the Sellers, a non-exclusive, royalty-free license to use certain assets of the Company for a period of six months . The Assets consist of the Company’s name and trademark; the software code used by the Company, the domain name (www.brooqly.com); the Company’s app store accounts, and the Company’s social media accounts.  ABSO has no right to sublicense, modify, distribute, or commercialize the Assets during the License Period.

 

Additionally, pursuant to the Option and License Agreement, the Company granted to ABSO the option to purchase the Assets at the end of the License Period. ABSO may elect to exercise the option by written notice to the Company for three months after the end of the License Period.

 

In connection with the change of control and pursuant to the terms of the SPA, Panagiotis Lazaretos, Nikolaos Ioannou and Helen Maridakis agreed to and did resign from their positions as officers and directors, effective February 25, 2025

 

The following individuals were appointed as officers and to our Board of Directors:

 

Name

 

Position

Kent Wilson

 

Chief Executive Officer/Chairman of the Board

Jeff Hail

 

Chief Operating Officer, Director

Ian Kantrowitz

 

Vice President, Director

Shannon Rigney

 

Vice President, Director

Ron Rich

 

Director

 

Management believes that the acquisition of a controlling position in the Company by ACP represents a strategic transformation of the Company into an aerospace-focused enterprise. Management intends to pursue multiple aerospace acquisitions in the near future as part of this new corporate direction.

 

 
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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, 2024 and December 31, 2023. 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, 2024 and December 31, 2023. 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, 2024 and December 31, 2023. 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, 2024 and December 31, 2023 that has materially adversely affected, or is reasonably likely to materially adversely affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 

Not applicable.

 

 
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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

Kent Wilson

 

CEO/CFO Chairman of Board

 

52

 

February 25, 2025

Jeff Hail

 

COO/Director

 

63

 

February 25, 2025

Shannon Rigney

 

VP/Director

 

40

 

February 25, 2025

Ian Kantrowitz

 

VP/Director

 

45

 

February 25, 2025

Ron Rich

 

Director

 

63

 

March 19,  2025

 

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:

 

Kent Wilson – Chief Executive Officer, Chairman of the Board

 

Mr. Wilson, 52,  previously served as the Chief Executive Officer and Secretary of Alpine 4 Holdings, Inc. (“Alpine 4”) , since June 2014. Mr. Wilson resigned as Chief Executive Officer of Alpine 4 in February 2025. Prior to his time with Alpine 4, Mr. Wilson was the CEO of Crystal Technology Holdings, Ltd./NextSure, LLC. This company successfully designed, built, and brought two products to market, including an internet-based insurance rating engine that allowed prospective buyers to rate and buy their auto insurance online via a virtual insurance agent. Since 2002, Mr. Wilson has been actively involved with all facets of corporate financial and operational planning and has held the title of CFO and CEO for several different companies. Mr. Wilson has also consulted for various finance departments of publicly traded companies such as JDA Software and Switch & Data, Inc. to help them identify and develop the best SOX and GAAP practices and procedures. In 2011, Mr. Wilson took over as CFO of United Petroleum Company and helped guide them from a small startup with less than $1 million in revenue to a company with $20 million in revenue and a growth path for 2013 and 2014. Mr. Wilson holds a BA degree in Management and an MBA from Northcentral University. Management believes Mr. Wilson’s extensive management, strategic planning, and public company experience qualify him to serve as a director.

 

Jeff Hail – Chief Operating Officer, Director

 

Mr. Hail, 62, previously served as the Chief Operating Officer of Alpine 4 Holdings, Inc., since January 2019, and before that serving as Senior Vice President of Operations since April 2014. Mr. Hail’s professional experience has been both in the government and private sector. As a Buyer/Contract Officer with the Arizona Department of Transportation writing, awarding, and administering highway services contracts. In the private sector, Mr. Hail experienced success by starting a number of different companies and building them to be the leaders in their niche sectors from both electronics manufacturing to e-commerce. As a result, he brings a broad-based experience level with the operational aspects of running a business in today’s realm. Mr. Hail holds a Bachelor of Science degree in Operations and Production Management from the W.P. Carey School of Business at Arizona State University. Management believes Mr. Hail’s extensive business operations and broad industry experience qualify him to serve as a director.

 

Ian Kantrowitz – Vice President, Director

 

Mr. Kantrowitz, 45, served as Vice President of Investor Relations at Alpine 4 Holdings, Inc., from 2021 to 2025, following his role as Director of Investor Relations from 2014 to 2021. Mr. Kantrowitz played a key role in securing capital at critical moments, through not only his personal network, but by fostering stakeholder relationships with effective and compelling communication during pivotal growth phases. Also serving on the company’s Board of Directors, Mr. Kantrowitz was accountable for creating and presenting a consistently applied investment message, building trusted relationships and shaping strategic messaging to shareholders and the investment community, while providing insight on public perception and market positioning. He was often regarded as a voice of reason, offering balanced perspectives during critical decision-making moments. Prior to joining Alpine 4, Mr. Kantrowitz built a diverse career involving project management, negotiations and sales in addition to relationship management. He served as a Project Manager for two major homebuilders in Phoenix, Arizona, Continental Homes and Engle Homes, where he honed his leadership and operational skills. Additionally, he was a top-performing banker at Wells Fargo Bank, ranked number five in the country, showcasing his dedication to client satisfaction and business growth. Mr. Kantrowitz’s analytical insight with a people-first approach and experience with investor relations and project management qualify him to serve as a director.

 

Shannon Rigney – Vice President, Director

 

Ms. Rigney, 40, previously served as Vice President of Social Media and Public Relations at Alpine 4 Holdings, Inc., since 2016, having been with the company since 2014. With a decade of experience specializing in brand strategy and corporate relationship management, Ms. Rigney played a pivotal role in shaping the company’s public narrative, developing investor-facing communications, and driving strategic media campaigns and events across Alpine 4’s diverse portfolio of subsidiaries. With a diverse career background spanning public messaging, financial forecasting, project management and contract negotiations in various industries from home building to transportation logistics and medical devices, Ms. Rigney brings a unique ability to craft communications and messaging that align with business objectives while resonating with key stakeholders. Ms. Rigney holds a Bachelor of Business Administration in Marketing from the University of Arizona, Eller College of Management. Her collaborative approach bridges the gap between investor relations, marketing, and operations, ensuring consistent and transparent messaging across multiple platforms. Her extensive experience in stakeholder engagement, public company compliance and communications qualify her to serve as a director.

 

Ron J. Rich – Director

 

Mr. Rich, 64, has held multiple leadership positions, including Vice President of Propulsion Systems at Honeywell Aerospace, where he spearheaded initiatives to enhance engine performance and reliability. His tenure at Honeywell also included driving research collaborations, such as the landmark agreement with the University of Arizona, designed to streamline aerospace research and development. His dedication to advancing aerospace technology and engineering education earned him the Circle of Excellence Award from the university’s Engineering Design Program in 2019.  Mr. Rich is a graduate of the University of Arizona with a Bachelor's of Science in Mechanical Engineering. Currently serving as Vice President of the Engineering Solutions Business at Intertec International, Mr. Rich continues to lead innovation in engineering services, bringing valuable insight and expertise to Dynamic Aerospace Corporation. Mr. Rich’s extensive experience in the aerospace industry qualifies him to serve as a director.

 

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

 

 
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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.

 

 
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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 any market or exchange that 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.

 

 
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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, 2024.

 

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 ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Panagiotis  Lazaretos

 

2024

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

 

Nil

 

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Helen V. Maridakis

 

2024

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

 

Nil

 

Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nikolaos Ioannou

 

2024

 

Nil

 

Nil

 

Nil

 

Nil

 

Nil

 

 

Nil

 

 

Nil

 

Nil

 

___________

*We were incorporated on February 19, 2021; as such, we have only 2022, 2023 and 2024 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.

 

No salary or any compensation was paid or received by the officers for the year ended December 31, 2024.

 

Stock Option Plan

 

As of the date of this Annual Report, we did 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.

 

 
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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.

  

The following table sets forth, as of December 31, 2024, 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

 

35.14

 

Helen V. Maridakis (CFO/Director)

 

2,000,000

 

Officer and Director

  7.81

 

Nikolaos Ioannou (COO/Director)

 

9,000,000

 

Officer and Director

35.14

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

78.09

 

____________

(1) Each of the beneficial owners held the officer/director positions indicated above from February 19, 2021, through February 25, 2025.

 

The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of our outstanding Common Stock following the Share Purchase Agreement between the prior officers and directors of BrooQLy and Aerospace Capital Partners, LLC, on February 25, 2025, by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the stockholders listed below possess sole voting and investment power with respect to their shares.

 

Except as otherwise noted, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Unless otherwise noted, the address of each person listed below is c/o Aerospace Capital Partners, LLC, 401 Ryland Street, Suite 200-A, Reno, NV 89502.

 

Name, Title, and Address of beneficial owner (1)

 

Number of Shares Owned

 

 

Percentage Ownership

 

Aerospace Capital Partners, LLC

401 Ryland Street, Suite 200-A

Reno, NV 89502

 

 

18,000,000

 

 

 

70.27%

 

 

 

 

 

 

 

 

 

Kent B. Wilson (1)

Chief Executive Officer, Chairman of the Board

 

 

18,000,000

 

 

 

70.27%

 

 

 

 

 

 

 

 

 

Jeff Hail (2)

Chief Operating Officer, Director

 

 

18,000,000

 

 

 

70.27%

 

 

 

 

 

 

 

 

 

Ian Kantrowitz (3)

Vice President, Director

 

 

18,000,000

 

 

 

70.27%

 

 

 

 

 

 

 

 

 

Shannon Rigney (4)

Vice President, Director

 

 

18,000,000

 

 

 

70.27%

 

 

 

 

 

 

 

 

 

Ron J. Rich

 

 

 

 

 

 

 

 

Director

 

 

 0

 

 

 

 0

%

 

 

 

 

 

 

 

 

 

All Officers and Directors as a Group (5 persons)

 

 

18,000,000

 

 

 

70.27%

 

(1)

Mr. Wilson is a member of Aerospace Capital Partners, LLC (“ACP”). Mr. Wilson does not own any shares of the Company’s common stock directly. All shares reflected in the table above are owned by ACP. Mr. Wilson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(2)

Mr. Hail is a member of ACP. Mr. Hail does not own any shares of the Company’s common stock directly. All shares reflected in the table above are owned by ACP. Mr. Hail disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(3)

Mr. Kantrowitz is a member of ACP. Mr. Kantrowitz does not own any shares of the Company’s common stock directly. All shares reflected in the table above are owned by ACP. Mr. Kantrowitz disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

(4)

Ms. Rigney is a member of ACP. Ms. Rigney does not own any shares of the Company’s common stock directly. All shares reflected in the table above are owned by ACP. Ms. Rigney disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.

   

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 former 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 $55,000 for the year ended December 31, 2024, and $40,000 for the year December 31,2023.

 

All Other Fees

 

None

 

 
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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

31.1*

 

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

 

 

 

31.2*

 

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

 

 

 

32.1*

 

Section 1350 Certification of Chief Executive Officer.

 

 

 

32.2*

 

Section 1350 Certification of Chief Financial Officer.

 

 

 

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).

 

 

 

101.XSD*

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Labels Linkbase Document.

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104*

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

*   Filed herewith

 

 
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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/ Kent B. Wilson

 

 

Kent Wilson

 

 

Chief Executive Officer

Principle Executive Officer

 

 

 

 

By:

/s/ Kent B. Wilson

 

 

Kent B. Wilson

Interim: Chief Financial Officer

Principle Financial Officer

 

 

Dated: March 31, 2025

 

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/ Kent B. Wilson

 

 

Kent B. Wilson

 

 

Director

 

 

 

 

By:

/s/ Shannon Rigney

 

 

Shannon Rigney

Director

 

 

By:

/s/ Ian Kantrowitz

 

 

Ian Kantrowitz

Director

 

 

By:

/s/ Jeff Hail

 

 

Jeff Hail

Director

 

 

By:

/s/ Ron J. Rich

 

 

Ron J. Rich

Director

 

 

Dated: March 31, 2025

 

 
24