10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2024

or

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

000-56399

Commission File Number

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. Roberts Road, Suite 209

Palos Hill, Illinois 60465

(Address of principal executive offices)

(718) 513-7776

(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 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	☒
(Do not check if a 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 ☒

The Company has 25,365,000 common stock shares outstanding as of May 15, 2024.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
ITEM 1.	Unaudited Condensed Financial Statements	F-2
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	5
ITEM 4.	Controls and Procedures	5
PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings	6
ITEM 1A.	Risk Factors	6
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
ITEM 3.	Defaults Upon Senior Securities	6
ITEM 4.	Mine Safety Disclosures	6
ITEM 5.	Other Information	6
ITEM 6.	Exhibits	7
	Signatures	8

2

PART I – FINANCIAL INFORMATION

Unaudited Condensed Financial Statements

of

BROOQLY, INC.

For the Three Months Ended March 31, 2024

F- 1

BROOQLY, INC

TABLE OF CONTENTS

Unaudited Condensed Financial Statements

Unaudited Condensed Balance Sheets as of March 31, 2024, and December 31, 2023 (audited)	F-3
Unaudited Condensed Statements of Operations for the three months ended March 31, 2024, and March 31, 2023	F-4
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2024, and March 31, 2023	F-5
Unaudited Condensed Statements of Changes in Shareholder’s Equity as of March 31, 2024, and March 31, 2023	F-6
Notes to the Unaudited Condensed Financial Statements	F-7 to F-12

F- 2

BrooqLy Inc.

Unaudited Condensed Balance Sheets

ASSET	March 31, 2024			December 31, 2023
				Audited
Current Assets
Cash	$	1,012		$	2
Prepaid Expenses		30,204			30,204
Total Current Assets		31,216			30,206
Long-term Assets
Intangible Assets, net		217,900			171,076
Total Long-term Assets		217,900			171,076
Total Assets	$	249,116		$	201,282
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$	106,380		$	145,077
Promissory Note		135,000			55,000
Interest Payable		9,053			4,303
Payroll Payable		77,488			50,488
Due to related party		18,400			23,374
Total Current Liabilities		346,321			278,242
Stockholders’ Deficit
Common stock, par value $0.0001; 200,000,000 common shares authorized; 24,365,000 and 24,234,982 common shares issued and outstanding at March 31, 2024 and December 31, 2023 respectively		2,437			2,424
Common stock to be issued		-			-
Additional paid in capital		824,770			749,373
Accumulated deficit		(924,412	)		(828,757	)
Total Stockholders’ Deficit		(97,205	)		(76,960	)
Total Liabilities and Stockholders’ Equity Deficit	$	249,116		$	201,282

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

F- 3

BrooqLy Inc.

Unaudited Condensed Statements of Operations

	THREE MONTHS ENDED			THREE MONTHS ENDED
	March 31, 2024			March 31, 2023
Revenue	$	29		$	1
Total Revenue		29			1
Operating expenses
Professional fees		11,365			23,524
Salaries		27,000			-
Other general and administrative costs		52,570			111,314
Total operating expenses		90,935			134,838
Loss from operations		(90,906	)		(134,837	)
Other Income		-			1
Interest Expense		(4,750	)		-
Other Income (expense) net		(4,750	)		1
Net loss before income tax	$	(95,656	)	$	(134,836	)
Provision for income taxes (benefit)		-			-
Net loss	$	(95,656	)	$	(134,836	)
Net Loss Per Common Stock
- basic and fully diluted	$	(0.00	)	$	(0.01	)
Weighted-average number of shares of common stock outstanding
- basic and fully diluted		24,350,382		22,701,649

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

F- 4

BrooqLy Inc.

Unaudited Condensed Statements of Cash Flows

	THREE MONTHS ENDED			THREE MONTHS ENDED
	March 31, 2024			March 31, 2023
Cash Flows from Operating Activities
Net loss	$	(95,656	)	$	(134,836	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization		11,175			7,393
Shares Issued for Services		58,000			100,000
Shares Issued as Gifts		17,410			-
Changes in assets and liabilities
Accounts Payable		(38,694	)		(19,710	)
Payroll Payable		27,000			-
Accrued Interest		4,750			-
Due to related party		(4,975	)		1,125
Net cash used in operating activities	$	(20,990	)	$	(46,028	)
Cash Flows from Investing Activities
Software		(58,000	)		-
Net cash used in investing activities	$	(58,000	)	$	-
Cash Flows from Financing Activities
Shares issued for cash		-			80,000
Shares to be issued for cash		-			-
Promissory Note		80,000			-
Net cash provided by financing activities	$	80,000		$	80,000
Net Increase (Decrease) in Cash		1,010			33,972
Net Change in Cash
Cash at beginning of period		2			1
Cash at end of period	$	1,012		$	33,973
Supplemental Non-Cash Investing and Financing
Transactions
Reversal of Warrants	$	-			-

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

F- 5

BrooqLy Inc.

Unaudited Condensed Statement of Changes in Stockholder’s Deficit

	Common Stock							Additional							Total
	Shares		Amount		Shares to be Issued			Paid-in Capital		Accumulated Deficit			Subscription Receivable		Stockholders’ Deficit
Balance, January 1, 2024		24,234,982	$	2,424	$	-		$	749,373	$	(828,757	)	$	-	$	(76,960	)
Shares issued for cash																-
Shares issued for services		100,000		10					57,990							58,000
Gifted Shares		30,018		3					17,407							17,410
Net Loss											(95,656	)				(95,656	)
Balance, March 31, 2024		24,365,000	$	2,437	$	-		$	824,770	$	(924,412	)	$	-	$	(97,205	)
	Common Stock							Additional							Total Stockholders’
	Shares		Amount		Shares to be Issued			Paid-in Capital		Accumulated Deficit			Subscription Receivable		Equity (Deficit)
Balance, January 1, 2023		22,584,982	$	2,259	$	20,000		$	447,538	$	(480,469	)	$	-	#	(10,672	)
Shares issued for cash		500,000		50		(20,000	)		99,950							80,000
Shares issued for services		500,000		50					99,950							100,000
Net Loss											(134,836	)				(134,836	)
Balance, March 31, 2023		23,584,982	$	2,359	$	-		$	647,438	$	(615,305	)	$	-	$	34,492

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

F- 6

BROOQLY, INC

Notes to the Unaudited Condensed Financial Statements

brooqLy, Inc. is referred to in these notes to the Unaudited Condensed Financial Statements as the “Company”. 

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 filed in Nevada, the Company filed to change its name to brooqLy, Inc.

The Company is 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 the Company’s Platform include: Shops, Sending Consumers, Receiving Consumers and Brands. 

The Company has created a technology infrastructure for the Shops, Sending and Receiving consumers, and Brands that wish to advertise with the Company, to interconnect, interact, and engage in what the Company has strived for, a “fun experience.” The Company’s Platform serves as the connection point and facilitator among its Platform participants, who are the Shops Sending Consumers, and Receiving Consumers.

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

On March 29, 2023, the Company completed an agreement with REM People, a new Generation, Retail Analytics Company with coverage in over 50 markets, establishing a partnership for the Turkish Market. This partnership will allow the Company to potentially establish a strong presence in the Turkish market and expand its reach in the region.

On or about April 5, 2023, the Company completed a partnership extension for the Romanian Market with Field Insights CEE, a Marketing Intelligence company with operations in 17 Central and Eastern European countries. This partnership extension was made to potentially capitalize on the performance already achieved in the Romanian market and in setting the standards for the upcoming markets to follow.

On April 12, 2023, the Company announced a partnership, for the Greek market, with Botilia.gr, a platform, specializing in online wine and spirit sales.

The Company has publicly announced that it will raise up to $5,000,000 from Accredited Investors pursuant to a Regulation D/Rule 506(c) offering. To achieve this, the Company completed an agreement on July 31, 2023, with Jahani & Associates (“J & A”) to act as their advisor for expansion into the Middle East and Southeast Asia. Following, on the same date, the Company also completed an agreement with Umergence LLC (“UMG’), a registered broker-dealer, to introduce accredited investors with whom UMG has a pre-existing business relationship. After having made a first required payment of $12,500, because we did not make the second payment of $12,500 as a result of the Company’s inability to pay, the broker-dealer has paused in their efforts to procure investors until such time when the second payment is made.

On July 27, 2023, our sponsoring broker-dealer, Glendale Securities, received notification from FINRA that its 15c2-11 under the Securities Exchange Act of 1934, complied with FINRA Rule 6432 and that we may initiate a price quotation. Our common stock is now quoted under the ticker symbol “BRQL”.

On October 17, 2023, the Company, as part of its environmental sustainability initiate, announced a strategic alliance with Enaleia, a prominent organization based in Greece committed to advancing marine ecosystem sustainability through circular and social economy solutions.

On October 27, 2023, the Company reported that it has been approved for DWAC/DRS service, a preferred stock transfer system.

On March 13, 2024, the Company announced the launch of operations in the Czech Republic potentially strengthening its presence in Central-Eastern and Southeastern Europe.

On March 27, 2024, the Company announced launch of its operations in Sub-Saharan Africa with a base in Zambia as part of a strategy to have its platform available to all continents.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024. The balance sheet as of December 31, 2023, was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report.

The results of operations for the three and three months ended March 31, 2024, are not necessarily indicative of results for the entire year ended December 31, 2024.

F- 7

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 (“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 is amortizing 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.

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.

F- 8

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 Income (Loss) Per Share

Basic income (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 March 31, 2024.

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.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which considers the continuation of the Company as a going concern. The Company recorded $29 in revenue for the three months ended March 31, 2024. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenue 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 an offering or that it will raise sufficient funding to continue its operations.

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.

F- 9

NOTE 4 – INTANGIBLE ASSET

As of March 31, 2024, and December 31, 2023, Intangible assets consisted of the following:

	Useful life	March 31, 2024			December 31, 2023
At cost:
Software platform	5 years	$	282,097		$	224,097
Less: accumulated amortization			(64,196	)		(53,021	)
		$	217,900		$	171,076

On April 20, 2021, the Company entered into an agreement with Nikolaos Stratigakis to develop its online platform for a value of 5,000 Euro in cash and 147,482 shares of restricted common stock 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 with Nikolaos Stratigakis for a value of $10,920 and 270,000 restricted common stock 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 by 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 $282,097 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.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has related party transactions with its three executive officers who have contributed from time to time to facilitate cash flow. The Company has due to related party an amount of $2,797 to the Company’s CEO, Panagiotis N. Lazaretos, $3,395 to the Company’s Chief Financial Officer, Helen V. Maridakis, and $17,209 to the Company’s Chief Operating Officer, ,  Nikolaos Ioannou, has as of March 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 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, which were issued on April 9, 2024.  The Company has recognized accrued interest expense of $4,750 as of March 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, Angelos 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.

NOTE 7 – STOCKHOLDERS’ DEFICIT

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On March 31, 2024, there were 24,365,000 common shares issued and outstanding.

For the year ended December 31, 2022, the Company issued 550,000 shares of common stock for cash proceeds of $78,000 and 617,482 shares of common stock for services rendered, a value of $144,800.

F- 10

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 September 30, 2021, whereby the investor agreed to purchase up to 1,000,000 restricted common stock shares 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 restricted common stock shares for cash proceeds of $78,000, of which 350,000 common stock shares 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 restricted common stock shares for cash proceeds of $120,000, of which $20,000 was for cash proceeds already received as of December 31, 2022. Additionally, the Company issued 500,000 restricted common stock shares for the conversion of the loan at a value of $60,000 and 600,000 restricted common stock shares for services at a value of $122,000 as of  December 31, 2023.

For the three months ended March 31, 2024, the Company issued 100,000 restricted common stock for services at a value of $58,000.  Additionally, the company issued 30,018 restricted common stock as a gift to initial shareholders at value of $17,410.

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). The Purchase Warrant provides that 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 shareholders’ deficit balance of $76,960. With the issuance of 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 and the net loss of $95,656 for the three months ended March 31, 2024, the ending balance is a deficit of $97,205 as of March 31, 2024.

F- 11

For the year beginning January 1, 2023, the Company had a shareholders’ deficit balance of $10,672. With the sale of 500,000 restricted common stock shares for a value of $100,000 of which $20,000 was for cash proceeds already received as of December 31, 2022, the issuance of 500,000 restricted common stock shares for services rendered, a value of $100,000, and the net loss of $134,836 for the three months ended March 31, 2024, the ending balance in equity is $34,492 as of March 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.

NOTE 9 – INCOME TAXES

The Company had federal net operating loss carry forwards of approximately $907,002 at March 31, 2024, and $828,757 at December 31, 2023 which may be available to offset future taxable income. Utilization of the net operating loss carry forwards are subject to limitations imposed by IRC Section 382/383 resulting from changes in ownership. At the date of this filing, management has not reviewed the Company’s ownership changes and will perform the study in advance of any potential use of the NOL’s. Based upon management’s assessment, a full valuation allowance has been placed upon the net deferred tax assets, since it is more likely than not that such assets will not be realized. Therefore, no financial statement benefit has been taken for the deferred tax assets, as of the filing date.

The components of net deferred tax assets are as follows:

	March 31,			December 31,
	2024			2023
Net operating loss carry-forward	$	(190,470	)	$	(174,040	)
Less: valuation allowance		190,470			174,040
Net deferred tax asset	$	-		$	-

NOTE 10 – SUBSEQUENT EVENT

On April 9, 2024, the Company issued 800,000 restricted common stock shares to Angelo Resos for the conversion on two convertible notes dated February 2, 2024, and March 21, 2024.

Additionally, the company issued 200,000 restricted common stock shares to Brindusa Domnica Kamara as per the Promissory noted dated July 22, 2023

F- 12

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

Going Concern

At March 31, 2024, we had a working capital deficit of approximately $315,106. Our current liquidity resources are insufficient to fund the anticipated level of operations for at least the next 12 months from the date these condensed financial statements were issued. As a result, there is substantial doubt regarding our ability to continue as a going concern.

Our ability to continue operations depends on our ability to generate and grow revenue and results of operations as well as our ability to access capital markets when necessary to accomplish our strategic objectives. We expect that we will continue to incur losses in the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. Our future capital requirements for operations will depend on many factors, including the ability to generate revenues and the ability to obtain capital. There is no assurance that we will be successful in any capital-raising efforts that may be undertaken to fund operations and implement our business plan in the future.

We will continue our Plan of Operations by:

☐	Continual upgrading, development and integration of platform
☐	Secure international local partner contracts and create new markets

The foregoing goals will increase expenses and lead to possible net losses. There is no assurance that we will ever be profitable or that debt or equity financing will be available to us. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern. There is no assurance we will be successful in any of these goals.

Results of Operations

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

For the Three and Three months Ended March 31, 2024 and 2023

Revenues

We had $29 in revenue for the three months ended March 31, 2024, and $1 for the three months ended March 31, 2023.

Operating Expenses

Our operating expenses totaled $90,935 and $134,838 for the three months ended March 31, 2024, and March 31, 2023, respectively. The $43,903 decrease in operating expenses is primarily attributable to a decrease in advertising and marketing expenses.

Other Income and Expenses

We had interest expense of $4,750 and $0 for the three and three months ended March 31, 2024, and March 31, 2023, respectively.  The interest expense is due from the Convertible Note and the Promissory Note we  entered into as of July 22, 2023.

3

Net Loss

For the three months ended March 31, 2024, and 2023, we recognized net losses from operations of $95,656 and $134,837, respectively. The net losses are directly due to $90,935 and $134,837 in operating expenses, respectively.

We anticipate losses from operations will increase during the next twelve months due to the anticipated $85,000 in legal and auditing expenses associated with maintaining a reporting company. We expect that we will continue to have net losses from operations until revenues become sufficient to offset operating expenses.

Liquidity and Capital Resources

We have generated minimal revenues since inception. We have obtained cash for operating expenses mainly through advances and/or loans from affiliates and stockholders. Currently, we have made arrangements with a registered broker dealer to raise additional capital, where they will identify potential investors and negotiate appropriate agreements with them. We may be unable to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot obtain the needed capital, we may be unable to become profitable and may have to curtail or cease our operations. Additional equity financing, if available, may be dilutive to the holders of our capital stock. Debt financing may involve significant cash payment obligations, covenants and financial ratios that may restrict our ability to operate and grow our business.

At March 31, 2024, we had a working capital deficit of $315,106. Our current liquidity resources are insufficient to fund our anticipated level of operations. As a result, there is substantial doubt regarding our ability to continue as a going concern. Our ability to continue operations depends on our ability to generate and grow revenue as well as access capital markets when necessary to fund strategic objectives. We expect to continue to incur losses in the immediate future and will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities. There is no assurance that the Company will be successful in any capital-raising efforts that it may undertake to fund operations and implement our business plan in the future.

4

Net Cash Used in Operating Activities.

During the three months ended March 31, 2024, and March 31, 2023, our net cash used from operating activities was $20,990 and $46,028, respectively. The $25,038 decrease is mainly due to the reduction in advertising and marketing expenses. Our primary uses of funds in operations were payments made for legal and professional fees.

Net Cash Used in Investing Activities.

For the three months ended March 31, 2024, and March 31, 2023, our net cash used from investment activities was $58,000 and $0, respectively.

Net Cash Provided by Financing Activities.

As of March 31, 2024, net cash provided by financing activities was $80,000 from a Promissory Note and as of March 31, 2023, $80,000 was received from shares issued for cash.

Cash Position and Outstanding Indebtedness.

Our total indebtedness at March 31, 2024 was $346,321, all of which are considered current liabilities. Current liabilities consist primarily of accounts payable, payroll payable, due to related party and notes payable.

At March 31, 2024, we had $31,216 of current assets and our working capital deficit was $315,106.

Off-Balance Sheet Arrangements

We have not and do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of establishing off-balance sheet arrangements or other contractually narrow or limited purposes. Therefore, we do not believe we are exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure the information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2024, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

The determination that our disclosure controls and procedures were not effective as of March 31, 2024, is a result of not having adequate staffing and supervision within the accounting operations of our Company. The Company plans to expand its accounting operations as the business of the Company expands.

MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2024, that have materially affected or are reasonably likely to materially affect our internal controls.

5

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A RISK FACTORS

As a smaller reporting company, we are not required to include risk factors; however, our Form 10-K for our fiscal year ending December 31, 2023, contains various risk factors at the following link:

https://www.sec.gov/ix?doc=/Archives/edgar/data/1854526/000147793222001710/brooqly_10k.htm

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

For the three months ended March 31, 2024, we issued 30,018 shares of common stock each to 2 residents of Greece and 100,000 shares of common stock to a company registered in Greece pursuant to Rule 506(b) of Regulation S of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None. 

ITEM 4. MINING SAFETY DISCLOSURE

None. 

ITEM 5. OTHER INFORMATION

None. 

6

ITEM 6. EXHIBITS

Exhibit Index

Exhibit Number	Description
31.1	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

7

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOQLY, INC.
Date: May 15, 2024	By:	/s/ Panagiotis Lazaretos
		Chief Executive Officer
		(Principal Executive Officer & Chief Executive Officer)

By:	/s/ Helen Maridakis
	Chief Financial Officer
	(Chief Financial Officer/Chief Accounting Officer)

8

EX-31.1

EXHIBIT 31.1

CERTIFICATION

CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Panagiotis Lazaretos, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of brooqLy, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024	/s/ Panagiotis Lazaretos
	Panagiotis Lazaretos
	(Principal Executive Officer & Chief Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Helen Maridakis, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of brooqLy, Inc.:
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024	/s/ Helen Maridakis
	Helen Maridakis
	Chief Financial Officer/Chief Accounting Officer
	(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of brooqLy, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: May 15, 2024	/s/ Panagiotis Lazaretos
	Panagiotis Lazaretos
	Principal Executive Officer/Chief Executive Officer
	(Principal Executive Officer and Chief Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of brooqLy, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: May 15, 2024	/s/ Helen Maridakis
	Helen Maridakis
	Chief Financial Officer/Chief Accounting Officer
	(Principal Financial Officer and Principal Accounting Officer)

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Entity Registrant Name	brooqLy, Inc.
Entity Central Index Key	0001854526
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		25,365,000
Entity File Number	000-56399
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	86-2265420
Entity Address Address Line 1	10101 S. Roberts Road
Entity Address Address Line 2	Suite 209
Entity Address City Or Town	Palos Hill
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60465
City Area Code	718
Local Phone Number	513-7776
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

XML

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash	$ 1,012	$ 2
Prepaid Expenses	30,204	30,204
Total Current Assets	31,216	30,206
Long-term Assets
Intangible Assets, net	217,900	171,076
Total Long-term Assets	217,900	171,076
Total Assets	249,116	201,282
Current Liabilities
Accounts Payable	106,380	145,077
Promissory Note	135,000	55,000
Interest Payable	9,053	4,303
Payroll Payable	77,488	50,488
Due to related party	18,400	23,374
Total Current Liabilities	346,321	278,242
Stockholders' Deficit
Common stock, par value $0.0001; 200,000,000 common shares authorized; 24,365,000 and 24,234,982 common shares issued and outstanding at March 31, 2024 and December 31, 2023 respectively	2,437	2,424
Common stock to be issued	0	0
Additional paid in capital	824,770	749,373
Accumulated deficit	(924,412)	(828,757)
Total Stockholders' Deficit	(97,205)	(76,960)
Total Liabilities and Stockholders' Equity Deficit	$ 249,116	$ 201,282

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Condensed Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	24,365,000	24,234,982
Common stock, shares outstanding	24,365,000	24,234,982

XML

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Unaudited Condensed Statements of Operations
Revenue	$ 29	$ 1
Total Revenue	29	1
Operating expenses
Professional fees	11,365	23,524
Salaries	27,000	0
Other general and administrative costs	52,570	111,314
Total operating expenses	90,935	134,838
Loss from operations	(90,906)	(134,837)
Other Income	0	1
Interest Expense	(4,750)	0
Other Income (expense) net	(4,750)	1
Net loss before income tax	(95,656)	(134,836)
Provision for income taxes (benefit)	0	0
Net loss	$ (95,656)	$ (134,836)
Net Loss Per Common Stock
- basic and fully diluted	$ (0.00)	$ (0.01)
Weighted-average number of shares of common stock outstanding
- basic and fully diluted	24,350,382	22,701,649

XML

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net loss	$ (95,656)	$ (134,836)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization	11,175	7,393
Shares Issued for Services	58,000	100,000
Shares Issued as Gifts	17,410	0
Changes in assets and liabilities
Accounts Payable	(38,694)	(19,710)
Payroll Payable	27,000	0
Accrued Interest	4,750	0
Due to related party	(4,975)	1,125
Net cash used in operating activities	(20,990)	(46,028)
Cash Flows from Investing Activities
Software	(58,000)	0
Net cash used in investing activities	(58,000)	0
Cash Flows from Financing Activities
Shares issued for cash	0	80,000
Shares to be issued for cash	0	0
Promissory Note	80,000	0
Net cash provided by financing activities	80,000	80,000
Net Increase (Decrease) in Cash	1,010	33,972
Net Change in Cash
Cash at beginning of period	2	1
Cash at end of period	1,012	33,973
Transactions
Reversal of Warrants	$ 0	$ 0

XML

Unaudited Condensed Statement of Changes in Stockholders Deficit - USD ($)	Total	Common Stock	Shares To Be Issued	Additional Paid In Capital	Accumulated Deficit	Subscription Receivable
Balance, shares at Dec. 31, 2022		23,584,982
Balance, amount at Dec. 31, 2022	$ (10,672)	$ 2,259	$ 20,000	$ 447,538	$ (480,469)	$ 0
Shares issued for cash, shares		500,000
Shares issued for cash, amount	80,000	$ 50	(20,000)	99,950
Shares issued for services, shares		500,000
Shares issued for services, amount	100,000	$ 50		99,950
Net Loss	(134,836)				(134,836)
Balance, amount at Mar. 31, 2023	34,492	$ 2,359	0	647,438	(615,305)	0
Balance, shares at Mar. 31, 2023		22,584,982
Balance, shares at Dec. 31, 2023		24,234,982
Balance, amount at Dec. 31, 2023	(76,960)	$ 2,424	0	749,373	(828,757)	0
Shares issued for cash, amount	0
Shares issued for services, shares		100,000
Shares issued for services, amount	58,000	$ 10		57,990
Net Loss	(95,656)				(95,656)
Gifted Shares, shares		30,018
Gifted Shares, amount	17,410	$ 3		17,407
Balance, amount at Mar. 31, 2024	$ (97,205)	$ 2,437	$ 0	$ 824,770	$ (924,412)	$ 0
Balance, shares at Mar. 31, 2024		24,365,000

XML

DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2024

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

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 filed in Nevada, the Company filed to change its name to brooqLy, Inc.

The Company is 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 the Company’s Platform include: Shops, Sending Consumers, Receiving Consumers and Brands. 

The Company has created a technology infrastructure for the Shops, Sending and Receiving consumers, and Brands that wish to advertise with the Company, to interconnect, interact, and engage in what the Company has strived for, a “fun experience.” The Company’s Platform serves as the connection point and facilitator among its Platform participants, who are the Shops Sending Consumers, and Receiving Consumers.

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

On March 29, 2023, the Company completed an agreement with REM People, a new Generation, Retail Analytics Company with coverage in over 50 markets, establishing a partnership for the Turkish Market. This partnership will allow the Company to potentially establish a strong presence in the Turkish market and expand its reach in the region.

On or about April 5, 2023, the Company completed a partnership extension for the Romanian Market with Field Insights CEE, a Marketing Intelligence company with operations in 17 Central and Eastern European countries. This partnership extension was made to potentially capitalize on the performance already achieved in the Romanian market and in setting the standards for the upcoming markets to follow.

On April 12, 2023, the Company announced a partnership, for the Greek market, with Botilia.gr, a platform, specializing in online wine and spirit sales.

The Company has publicly announced that it will raise up to $5,000,000 from Accredited Investors pursuant to a Regulation D/Rule 506(c) offering. To achieve this, the Company completed an agreement on July 31, 2023, with Jahani & Associates (“J & A”) to act as their advisor for expansion into the Middle East and Southeast Asia. Following, on the same date, the Company also completed an agreement with Umergence LLC (“UMG’), a registered broker-dealer, to introduce accredited investors with whom UMG has a pre-existing business relationship. After having made a first required payment of $12,500, because we did not make the second payment of $12,500 as a result of the Company’s inability to pay, the broker-dealer has paused in their efforts to procure investors until such time when the second payment is made.

On July 27, 2023, our sponsoring broker-dealer, Glendale Securities, received notification from FINRA that its 15c2-11 under the Securities Exchange Act of 1934, complied with FINRA Rule 6432 and that we may initiate a price quotation. Our common stock is now quoted under the ticker symbol “BRQL”.

On October 17, 2023, the Company, as part of its environmental sustainability initiate, announced a strategic alliance with Enaleia, a prominent organization based in Greece committed to advancing marine ecosystem sustainability through circular and social economy solutions.

On October 27, 2023, the Company reported that it has been approved for DWAC/DRS service, a preferred stock transfer system.

On March 13, 2024, the Company announced the launch of operations in the Czech Republic potentially strengthening its presence in Central-Eastern and Southeastern Europe.

On March 27, 2024, the Company announced launch of its operations in Sub-Saharan Africa with a base in Zambia as part of a strategy to have its platform available to all continents.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024. The balance sheet as of December 31, 2023, was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report.

The results of operations for the three and three months ended March 31, 2024, are not necessarily indicative of results for the entire year ended December 31, 2024.

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 (“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 is amortizing 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.

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 Income (Loss) Per Share

Basic income (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 March 31, 2024.

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.

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GOING CONCERN

3 Months Ended

Mar. 31, 2024

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which considers the continuation of the Company as a going concern. The Company recorded $29 in revenue for the three months ended March 31, 2024. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenue 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 an offering or that it will raise sufficient funding to continue its operations.

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.

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INTANGIBLE ASSET

3 Months Ended

Mar. 31, 2024

INTANGIBLE ASSET

INTANGIBLE ASSET

NOTE 4 – INTANGIBLE ASSET

As of March 31, 2024, and December 31, 2023, Intangible assets consisted of the following:

	Useful life	March 31, 2024			December 31, 2023
At cost:
Software platform	5 years	$	282,097		$	224,097
Less: accumulated amortization			(64,196	)		(53,021	)
		$	217,900		$	171,076

On April 20, 2021, the Company entered into an agreement with Nikolaos Stratigakis to develop its online platform for a value of 5,000 Euro in cash and 147,482 shares of restricted common stock 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 with Nikolaos Stratigakis for a value of $10,920 and 270,000 restricted common stock 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 by 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 $282,097 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.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has related party transactions with its three executive officers who have contributed from time to time to facilitate cash flow. The Company has due to related party an amount of $2,797 to the Company’s CEO, Panagiotis N. Lazaretos, $3,395 to the Company’s Chief Financial Officer, Helen V. Maridakis, and $17,209 to the Company’s Chief Operating Officer, ,  Nikolaos Ioannou, has as of March 31, 2024.

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NOTE PAYABLE AND PROMISSORY NOTE

3 Months Ended

Mar. 31, 2024

NOTE PAYABLE AND PROMISSORY NOTE

NOTE PAYABLE AND PROMISSORY NOTE

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 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, which were issued on April 9, 2024.  The Company has recognized accrued interest expense of $4,750 as of March 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, Angelos 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.

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STOCKHOLDERS DEFICIT

3 Months Ended

Mar. 31, 2024

Stockholders' Deficit

STOCKHOLDERS' DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On March 31, 2024, there were 24,365,000 common shares issued and outstanding.

For the year ended December 31, 2022, the Company issued 550,000 shares of common stock for cash proceeds of $78,000 and 617,482 shares of common stock for services rendered, a value of $144,800.

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 September 30, 2021, whereby the investor agreed to purchase up to 1,000,000 restricted common stock shares 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 restricted common stock shares for cash proceeds of $78,000, of which 350,000 common stock shares 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 restricted common stock shares for cash proceeds of $120,000, of which $20,000 was for cash proceeds already received as of December 31, 2022. Additionally, the Company issued 500,000 restricted common stock shares for the conversion of the loan at a value of $60,000 and 600,000 restricted common stock shares for services at a value of $122,000 as of  December 31, 2023.

For the three months ended March 31, 2024, the Company issued 100,000 restricted common stock for services at a value of $58,000.  Additionally, the company issued 30,018 restricted common stock as a gift to initial shareholders at value of $17,410.

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). The Purchase Warrant provides that 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 shareholders’ deficit balance of $76,960. With the issuance of 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 and the net loss of $95,656 for the three months ended March 31, 2024, the ending balance is a deficit of $97,205 as of March 31, 2024.

For the year beginning January 1, 2023, the Company had a shareholders’ deficit balance of $10,672. With the sale of 500,000 restricted common stock shares for a value of $100,000 of which $20,000 was for cash proceeds already received as of December 31, 2022, the issuance of 500,000 restricted common stock shares for services rendered, a value of $100,000, and the net loss of $134,836 for the three months ended March 31, 2024, the ending balance in equity is $34,492 as of March 31, 2023.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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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INCOME TAXES

3 Months Ended

Mar. 31, 2024

INCOME TAXES

INCOME TAXES

NOTE 9 – INCOME TAXES

The Company had federal net operating loss carry forwards of approximately $907,002 at March 31, 2024, and $828,757 at December 31, 2023 which may be available to offset future taxable income. Utilization of the net operating loss carry forwards are subject to limitations imposed by IRC Section 382/383 resulting from changes in ownership. At the date of this filing, management has not reviewed the Company’s ownership changes and will perform the study in advance of any potential use of the NOL’s. Based upon management’s assessment, a full valuation allowance has been placed upon the net deferred tax assets, since it is more likely than not that such assets will not be realized. Therefore, no financial statement benefit has been taken for the deferred tax assets, as of the filing date.

The components of net deferred tax assets are as follows:

	March 31,			December 31,
	2024			2023
Net operating loss carry-forward	$	(190,470	)	$	(174,040	)
Less: valuation allowance		190,470			174,040
Net deferred tax asset	$	-		$	-

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENT

On April 9, 2024, the Company issued 800,000 restricted common stock shares to Angelo Resos for the conversion on two convertible notes dated February 2, 2024, and March 21, 2024.

Additionally, the company issued 200,000 restricted common stock shares to Brindusa Domnica Kamara as per the Promissory noted dated July 22, 2023

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SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES

Basis of Presention

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2023 Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024. The balance sheet as of December 31, 2023, was derived from the Company’s audited 2023 financial statements contained in the above referenced 2023 Annual Report.

The results of operations for the three and three months ended March 31, 2024, are not necessarily indicative of results for the entire year ended December 31, 2024.

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 (“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 is amortizing 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.

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 Income (Loss) Per Share

Basic income (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 March 31, 2024.

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.

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INTANGIBLE ASSET (Tables)

3 Months Ended

Mar. 31, 2024

INTANGIBLE ASSET

Schedule of Intangible assets

	Useful life	March 31, 2024			December 31, 2023
At cost:
Software platform	5 years	$	282,097		$	224,097
Less: accumulated amortization			(64,196	)		(53,021	)
		$	217,900		$	171,076

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2024

INCOME TAXES

Schedule of Deferred Tax Assets

	March 31,			December 31,
	2024			2023
Net operating loss carry-forward	$	(190,470	)	$	(174,040	)
Less: valuation allowance		190,470			174,040
Net deferred tax asset	$	-		$	-

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DESCRIPTION OF BUSINESS (Details Narrative)	3 Months Ended
	Mar. 31, 2024
DESCRIPTION OF BUSINESS
Description related to capital raise strategy and agreements with advisors and broker dealer	Company has publicly announced that it will raise up to $5,000,000 from Accredited Investors pursuant to a Regulation D/Rule 506(c) offering. To achieve this, the Company completed an agreement on July 31, 2023, with Jahani & Associates (“J & A”) to act as their advisor for expansion into the Middle East and Southeast Asia. Following, on the same date, the Company also completed an agreement with Umergence LLC (“UMG’), a registered broker-dealer, to introduce accredited investors with whom UMG has a pre-existing business relationship. After having made a first required payment of $12,500, because we did not make the second payment of $12,500 as a result of the Company’s inability to pay, the broker-dealer has paused in their efforts to procure investors until such time when the second payment is made

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SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2024
Software [Member]
Estimated useful lives	5 years

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
GOING CONCERN
Revenue	$ 29	$ 1

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INTANGIBLE ASSET (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Less: accumulated amortization	$ (64,196)	$ (53,021)
Intangible assets, net	217,900	171,076
Software platform [Member]
Intangible assets	$ 282,097	$ 224,097
Estimated useful lives	5 years

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INTANGIBLE ASSET (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 20, 2021	Mar. 31, 2024	Dec. 31, 2023
Stated value		$ 0.0001	$ 0.0001
Intangible Assets [Member]
Amortization of intngible assets		$ 282,097
Estimated useful lives		5 years
Three [Member] | Nikolaos Stratigakis [Member]
Project cost		$ 19,056
Stated value		$ 0.24
Three [Member] | Citiwave Systems, Ltd [Member]
Stated value		$ 0.22
Restricted common shares		100,000
Restricted common shares, value		$ 22,000
Development Costs of online platform		$ 33,117
Three [Member] | Citiwave Systems, Ltd [Member] | January 11, 2024 [Member]
Restricted common shares		100,000
Restricted common shares, value		$ 58,000
One [Member] | Nikolaos Stratigakis [Member]
Stated value	$ 0.20
Restricted common shares	147,482
Restricted common shares, value	$ 29,497
Two [Member] | Nikolaos Stratigakis [Member] | July 1, 2022 [Member]
Restricted common shares		270,000
Restricted common shares, value		$ 64,800
Development Costs of online platform		$ 10,920

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Due to Related Party	$ 18,400	$ 23,374
Panagiotis N. Lazaretos [Member]
Due to Related Party	2,797
Helen V. Maridakis [Member]
Due to Related Party	3,395
Nikolaos Ioannou [Member]
Due to Related Party	$ 17,209

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NOTE PAYABLE AND PROMISSORY NOTE (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Mar. 21, 2024	Feb. 22, 2024	Aug. 29, 2023	May 17, 2023
Promissory Note	$ 135,000		$ 55,000
Interest expense	$ 4,750	$ 0
Ms Bridusa Dominca Kamara [Member]
Promissory Note						$ 30,000
Repayment maturity date	Dec. 31, 2024
Interest payable	$ 4,750					$ 14,000
Common stock share description	also receive 200,000 common stock shares on December 31, 2024
Angelos Rezos [Member]
Promissory Note					$ 60,000
Repayment maturity date	Dec. 31, 2024
Repayment	$ 78,000
Angelos Rezos Other [Member]
Promissory Note				$ 20,000
Repayment maturity date	Dec. 31, 2024
Repayment	$ 26,000
Eltino, Ltd [Member]
Promissory Note	$ 25,000						$ 30,000
Repayment maturity date	Dec. 31, 2024
Interest expense			$ 30,000
Shares issued for services, shares	500,000
Repayment	$ 60,000

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STOCKHOLDERS DEFICIT (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended			12 Months Ended
	Feb. 25, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022
Common stock issued for service, shares		617,482				617,482
Common stock issued for service, value		$ 144,800				$ 174,295
Cancellation of shares	1,000,000
Purchase of warrants during period	1,000,000
Purchase of shares during period	1,000,000
Purchase price per share	$ 0.10
Desription of investment	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
Common Stock, Shares Authorized		200,000,000			200,000,000
Common Stock, Par Value		$ 0.0001			$ 0.0001
Common stock shares issued		24,365,000			24,234,982
Common stock, shares outstanding		24,365,000			24,234,982
Common stock issued for cash		550,000			550,000	550,000
Restricted common stock shares issue		30,018			500,000
Restricted common stock shares for the conversion of loan amount		$ 17,410			$ 60,000
Restricted common stock shares for services		100,000			600,000
Restricted common stock shares for services amount		$ 58,000			$ 122,000
Proceeds from issuance of common stocks		78,000			$ 120,000	$ 78,000
Execise of warrants, shares					20,000	350,000
Cash proceeds from exercise of warrants						$ 35,000
Shares to be issued for cash proceeds						100,000
Received cash proceeds						$ 20,000
Net loss		$ 95,656	$ 134,836
Warrants [Member]
Number of common stock, sold				2,000,000
Per Share Price				$ 0.10
Aggregate Value				$ 200,000
Discount Rate				50.00%
Changes In Equity [Member]
Common stock issued for service, shares		100,000
Common stock issued for service, value		$ 58,000
Restricted common stock shares for services						500,000
Restricted common stock shares for services amount						$ 100,000
Beginning Balance in Equity		$ 76,960
Sale of restricted common stock shares		30,018			500,000
Sale of restricted common stock shares, value		$ 17,410			$ 100,000
Cash proceeds from restricted stock						20,000
Net loss		95,656
Ending Balance in Equity		97,205	$ 34,492			$ 10,672
Changes In Equity Other [Member]
Net loss		$ 134,836

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INCOME TAXES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
INCOME TAXES
Net operating loss carry-forward	$ (190,470)	$ (174,040)
Less: valuation allowance	190,470	174,040
Net deferred tax asset	$ 0	$ 0

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INCOME TAXES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
INCOME TAXES
Net operating loss carry-forward	$ 907,002	$ 828,757

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SUBSEQUENT EVENT (Details Narrative) - Subsequent Event [Member] - Restricted Common Stock [Member]	Apr. 09, 2024 shares
Angelos Rezos [Member] | Convertible Notes [Member]
Common stock shares issued issued for conversion of notes	800,000
Brindusa Domnica Kamara [Member] | Promissory Note [Member]
Common stock shares issued issued for conversion of notes	200,000