Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 18, 2022 | |
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 | true | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 22,314,982 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
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 | 224 | |
Local Phone Number | 789-6673 | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,328 | $ 30,035 |
Prepaid Expenses | 204 | 204 |
Total Current Assets | 1,532 | 30,239 |
Long-term Assets | ||
Intangible Assets, net | 138,958 | 49,260 |
Total Long-term Assets | 138,958 | 49,260 |
Total Assets | 140,490 | 79,498 |
Current Liabilities | ||
Accounts Payable | 64,798 | 16,214 |
Due to related party | 33,184 | 5,597 |
Total Current Liabilities | 97,982 | 21,811 |
Stockholders' Equity | ||
Common stock, par value $0.0001; 200,000,000 common shares authorized; 22,314,982 and 22,564,982 common shares issued and outstanding at September 30, 2022 and December 31, 2021 respectively | $ 2,232 | 2,257 |
Common stock to be issued | 84,800 | |
Additional paid in capital | $ 502,765 | 432,740 |
Subscription Receivable | 0 | (88,000) |
Accumulated deficit | (547,289) | (289,309) |
Total Stockholders' Equity | 42,508 | 57,687 |
Total Liabilities and Stockholders' Equity | $ 140,490 | $ 79,498 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 22,314,982 | 22,564,982 |
Common stock, shares outstanding | 22,314,982 | 22,564,982 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unaudited Condensed Statements of Operations | ||||
Revenue | $ 201 | $ 1,116 | $ 976 | $ 1,116 |
Total Revenue | 201 | 1,116 | 976 | 1,116 |
Operating expenses | ||||
Professional fees | 18,832 | 30,726 | 85,337 | 41,413 |
Other general and administrative costs | 123,759 | 30,376 | 173,667 | 52,340 |
Total operating expenses | 142,591 | 61,103 | 259,004 | 93,753 |
Loss from operations | (142,390) | (59,985) | (258,028) | (92,636) |
Other Income | 48 | 48 | ||
Interest Expense | 0 | (120,000) | 0 | (120,000) |
Other Income (expense) net | 48 | (120,000) | 48 | (120,000) |
Net loss before income tax | (142,342) | (179,985) | (257,980) | (212,636) |
Provision for income taxes (benefit) | 0 | 0 | 0 | 0 |
Net loss | $ (142,342) | $ (179,985) | $ (257,980) | $ (212,636) |
Net Loss Per Common Stock | ||||
- basic and fully diluted | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted-average number of shares of common stock outstanding | ||||
- basic and fully diluted | 22,303,025 | 20,436,869 | 22,182,748 | 13,508,139 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | |||||
Net loss | $ (142,342) | $ (179,985) | $ (257,980) | $ (212,636) | $ 212,636 |
Adjustments to reconcile net loss to net cash used in operating activities | |||||
Interest expense - warrant | 120,000 | ||||
Amortization | 10,009 | 245 | |||
Shares Issued for Services | 80,000 | 0 | |||
Changes in assets and liabilities | |||||
Accounts Payable | 48,584 | 11,696 | |||
Due to related party | 27,587 | 49,496 | |||
Net cash provided/used in operating activities | (91,800) | (31,199) | |||
Cash Flows from Investing Activities | |||||
Software | (34,707) | (35,431) | |||
Net cash used in investing activities | (34,707) | (35,431) | |||
Cash Flows from Financing Activities | |||||
Shares issued for cash | 78,000 | 162,500 | |||
Shares to be issued for cash | 20,000 | ||||
Net cash provided by financing activities | 98,000 | 162,500 | |||
Net Increase (Decrease) in Cash | (28,507) | 95,870 | |||
Net Change in Cash | |||||
Cash at beginning of period | 30,035 | 0 | |||
Cash at end of period | $ 1,328 | $ 95,870 | 1,328 | 95,870 | $ 30,035 |
Supplemental Non-Cash Investing and Financing Transactions | |||||
Reversal of Warrants | $ 100,000 | $ 0 |
Unaudited Condensed of the Chan
Unaudited Condensed of the Changes in Stockholder's Equity (Deficit) - USD ($) | Total | Common Stock | Shares To Be Issued [Member] | Additional Paid-In Capital | Accumulated Deficit | Subscription Receivable |
Balance, amount at Feb. 19, 2021 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Net loss | (4,925) | (4,925) | ||||
Balance, amount at Mar. 31, 2021 | (4,925) | $ 0 | $ 0 | 0 | (4,925) | 0 |
Net loss | (27,726) | (27,726) | ||||
Shares issued for cash, shares | 20,162,500 | |||||
Shares issued for cash, amount | 25,400 | $ 2,016 | 32,484 | 9,100 | ||
Balance, amount at Jun. 30, 2021 | (7,251) | $ 2,016 | 0 | 32,484 | (32,651) | (9,100) |
Balance, shares at Jun. 30, 2021 | 20,162,500 | |||||
Net loss | (59,985) | (59,985) | ||||
Shares issued for cash, shares | 2,155,000 | |||||
Shares issued for cash, amount | 137,101 | $ 216 | 230,785 | (93,900) | ||
Shares issued for services, shares | 247,482 | |||||
Shares issued for services, amount | 49,497 | $ 25 | 49,472 | |||
Warrant Issued | 120,000 | 120,000 | ||||
Balance, amount at Sep. 30, 2021 | 239,362 | $ 2,257 | 0 | 432,740 | (92,636) | (103,000) |
Balance, shares at Sep. 30, 2021 | 22,564,982 | |||||
Balance, shares at Dec. 31, 2021 | 22,564,982 | |||||
Balance, amount at Dec. 31, 2021 | 57,687 | $ 2,257 | 432,740 | (289,309) | (88,000) | |
Net loss | (66,712) | (66,712) | ||||
Shares issued for cash, shares | 125,000 | |||||
Shares issued for cash, amount | 13,000 | $ 12 | 24,987 | (12,000) | ||
Reversal of Warrants, shares | (1,000,000) | |||||
Reversal of Warrants, amount | 0 | $ (100) | (99,900) | 100,000 | ||
Balance, amount at Mar. 31, 2022 | 3,976 | $ 2,169 | 0 | 357,827 | (356,021) | 0 |
Balance, shares at Mar. 31, 2022 | 21,689,982 | |||||
Balance, shares at Dec. 31, 2021 | 22,564,982 | |||||
Balance, amount at Dec. 31, 2021 | 57,687 | $ 2,257 | 432,740 | (289,309) | (88,000) | |
Balance, amount at Sep. 30, 2022 | 42,508 | $ 2,232 | 84,800 | 502,765 | (547,289) | 0 |
Balance, shares at Sep. 30, 2022 | 22,314,982 | |||||
Balance, shares at Mar. 31, 2022 | 21,689,982 | |||||
Balance, amount at Mar. 31, 2022 | 3,976 | $ 2,169 | 0 | 357,827 | (356,021) | 0 |
Net loss | (48,926) | (48,926) | ||||
Shares issued for cash, shares | 400,000 | |||||
Shares issued for cash, amount | 55,000 | $ 40 | 54,960 | |||
Balance, amount at Jun. 30, 2022 | 10,050 | $ 2,209 | 0 | 412,787 | (404,947) | 0 |
Balance, shares at Jun. 30, 2022 | 22,089,982 | |||||
Net loss | (142,342) | (142,342) | ||||
Shares issued for cash, shares | 25,000 | |||||
Shares issued for cash, amount | 10,000 | $ 3 | 9,998 | 0 | ||
Shares issued for services, shares | 200,000 | |||||
Shares issued for services, amount | 80,000 | $ 20 | 79,980 | |||
Shares to be issued | 84,800 | 84,800 | ||||
Balance, amount at Sep. 30, 2022 | $ 42,508 | $ 2,232 | $ 84,800 | $ 502,765 | $ (547,289) | $ 0 |
Balance, shares at Sep. 30, 2022 | 22,314,982 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
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, the Company changed its name to brooqLy, Inc. The Company is a social networking platform that connects people using the practice of treating products via its Platform. The participants in the Company’s Platform include: · Shops that register to use the Company’s Platform · Sending Consumers who order “treats” for Receiving Consumers who download our app and are registered on the Company’s Platform. · Receiving Consumers who receive the “treats” from Sending Consumers who have downloaded the Company’s app and are registered on the Company’s Platform. 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 th |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES Basis of Presentation The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless indicated otherwise. The Company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of management, the financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of September 30, 2022, the statements of operations for the three and nine months ended September 30, 2022, and statement of cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of results for the entire year ended December 31, 2022. 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 September 30, 2022. 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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
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 $976 in revenue for the nine months ended September 30, 2022. 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 are no assurances that the Company will conduct such offering or that it will raise sufficient funding to continue its operations. Management anticipates that the Company will be dependent, in 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. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity | |
SHAREHOLDER'S EQUITY | NOTE 4 – STOCKHOLDERS’ EQUITY Issuance of Common Stock The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On September 30, 2022, there were 22,314,982 common shares issued and outstanding and 370,000 common shares to be issued of which 270,000 are for services. For the year ended December 31, 2021, the Company issued 22,564,982 shares of common stock for cash proceeds of $265,500 and Subscription receivables of $88,000 and 247,482 shares of common stock for services rendered of $49,497. 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 shares of common stock and 1,000,000 in warrants at $0.10 per share. The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor. For the nine months ended September 30, 2022, the Company issued 550,000 shares of common stock for cash proceeds of $78,000, of which 350,000 shares of common stock, for cash proceeds of $35,000, were from the exercise of warrants. The Company has also received cash proceeds of $20,000 for 100,000 shares to be issued. Additionally, the Company issued 200,000 common stocks for services at a value of $80,000 as of September 30, 2022 and has pledged to issue 270,000 common shares for services at a value of $64,800. Warrants From September 17, 2021, to December 31, 2021, the Company sold 2,000,000 Common Stock Shares to 3 accredited investors at a price of $0.10 per share or an aggregate of $200,000, which subscription also included 1 Common Stock Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10). Upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB, the Warrant Exercise Price will then be calculated at a 50% 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. Pursuant to a February 23, 2022, Unanimous Board Resolution, the Company cancelled 1,000,000 shares issued to an investor for failure to pay $75,000 of the Aggregate Investment; as such, the investment was calculated on the basis of $0.20 per share, for which there is an adjusted number of Common Stock Shares (and no warrants) of 125,000 shares, rather than the 1,000,000 shares. The difference of 875,000 shares (will be cancelled and returned to the Company’s treasury. resulting in a decrease of the Company’s outstanding shares by 875,000 shares. The warrants were subsequently cancelled. Changes in Equity For the year beginning January 1, 2022, the Company had a shareholders’ equity balance of $57,688. With the cancellation of 1,000,000 common stock and warrants for a value of $100,000 and the sale of 550,000 shares of common stock for a value of $78,000, the issuance of 200,000 shares of commons stock base compensation, a value of $80,000, the shares to be issued for a value of $84,800 and the net loss of $257,980 for the nine months ended September 30, 2022, the ending balance in equity is $42,508 as of September 30, 2022. For the year beginning January 1, 2021, the Company had a shareholders’ deficit balance of $0. With the sale of 2,564,982 shares of common stock for a value of $265,500, the subscription receivable of $103,000, the issuance of 247,482 shares of common stock for stock base compensation, a value of $49,497, the outstanding warrants of $120,000 and the net loss of $212,636 for the year ended December 31, 2021, the ending balance in equity is $57,687 as of December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – 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 likely will become involved in other business activities in the future. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 6 – INCOME TAXES The Company’s has an overall net loss and as a result there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded. The components of net deferred tax assets are as follows: September 30, December 31, 2022 2021 Net operating loss carry-forward $ (547,289 ) $ (289,309 ) Less: valuation allowance 547,289 289,309 Net deferred tax asset $ - $ - The Company had federal net operating loss carry forwards for tax purposes of approximately $289,309 on December 31, 2021, and $547,289 approximately on September 30, 2022, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENT The Company has analyzed its operations subsequent to September 30, 2022, through the date of this filing and has determined that there are no material subsequent events to these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presention | The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless indicated otherwise. The Company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of management, the financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of September 30, 2022, the statements of operations for the three and nine months ended September 30, 2022, and statement of cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022, are not necessarily indicative of results for the entire year ended December 31, 2022. 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 Icome (Loss) Per Shares | 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 September 30, 2022. |
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. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
Schedule of Deferred Tax Assets | September 30, December 31, 2022 2021 Net operating loss carry-forward $ (547,289 ) $ (289,309 ) Less: valuation allowance 547,289 289,309 Net deferred tax asset $ - $ - |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Revenue | $ 201 | $ 1,116 | $ 976 | $ 1,116 |
STOCKHOLDER'S EQUITY (Details N
STOCKHOLDER'S EQUITY (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 25, 2022 $ / shares shares | Feb. 23, 2022 | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) integer $ / shares shares | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) integer $ / shares shares | Jan. 01, 2021 USD ($) | |
Shareholders' deficit | $ 0 | ||||||||||||
Common stock for stock base compensation | shares | 247,482 | ||||||||||||
Common stock for stock base compensation amount | $ 49,497 | ||||||||||||
Warrants issued to accredited investor | shares | 1,000,000 | ||||||||||||
Subscription Receivable | $ 103,000 | ||||||||||||
Number of common stock, sold | shares | 2,564,982 | ||||||||||||
Ending Balance Of Stockholders Equity | $ 57,687 | ||||||||||||
Net Loss | $ (142,342) | $ (179,985) | $ (257,980) | $ (212,636) | 212,636 | ||||||||
Receipt from sale of common stock | $ 265,500 | ||||||||||||
Purchase of warrants during period | shares | 1,000,000 | ||||||||||||
Purchase of shares during period | shares | 1,000,000 | ||||||||||||
Purchase price per share | $ / shares | $ 0.10 | ||||||||||||
Investment Description | Aggregate Investment; as such, the investment was calculated on the basis of $0.20 per share, for which there is an adjusted number of Common Stock Shares (and no warrants) of 125,000 shares, rather than the 1,000,000 shares. The difference of 875,000 shares (will be cancelled and returned to the Company’s treasury. resulting in a decrease of the Company’s outstanding shares by 875,000 shares | ||||||||||||
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 | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||
Common Stock, Par Value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Common stock shares issued | shares | 22,314,982 | 22,314,982 | |||||||||||
Common stock, shares outstanding | shares | 22,314,982 | 22,314,982 | |||||||||||
Common stock issued for cash | shares | 22,564,982 | ||||||||||||
Proceeds from issuance of common stocks | $ 265,500 | ||||||||||||
Subscription receivable 1 | $ 88,000 | $ 88,000 | |||||||||||
Shares issued for Services, shares | shares | 247,482 | ||||||||||||
Shares issued for Services, amount | $ 80,000 | 49,497 | $ 49,497 | ||||||||||
Number of Investors | integer | 3 | 3 | |||||||||||
Net loss | $ (4,925) | (142,342) | $ (48,926) | $ (66,712) | $ (59,985) | $ (27,726) | |||||||
Warrants [Member] | |||||||||||||
Number of common stock, sold | shares | 2,000,000 | ||||||||||||
Cancellation of shares | shares | 1,000,000 | ||||||||||||
Per Share Price | $ / shares | $ 0.10 | ||||||||||||
Aggregate Value | $ 200,000 | ||||||||||||
Discount Rate | 50% | ||||||||||||
Failure Of Payment | $ 75,000 | ||||||||||||
Changes In Equity [Member] | |||||||||||||
Common stock for stock base compensation | shares | 200,000 | ||||||||||||
Common stock for stock base compensation amount | $ 84,800 | ||||||||||||
Number of common stock, sold | shares | 550,000 | ||||||||||||
Receipt from sale of common stock | $ 78,000 | ||||||||||||
Shareholder's Equity Balance | 57,688 | ||||||||||||
Common Shares Value | 80,000 | ||||||||||||
Ending Balance in Equity | $ 42,508 | 42,508 | |||||||||||
Net loss | $ 257,980 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
INCOME TAXES | ||
Net operating gain loss carry-forward | $ (547,289) | $ (289,309) |
Less: Valuation Allowance | 547,289 | 289,309 |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
INCOME TAXES | ||
Net operating loss carry-forward | $ 547,289 | $ 289,309 |