Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
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, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 23,634,982 | |
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 33,973 | $ 1 |
Prepaid Expenses | 204 | 204 |
Total Current Assets | 34,177 | 205 |
Long-term Assets | ||
Intangible Assets, net | 122,094 | 129,488 |
Total Long-term Assets | 122,094 | 129,488 |
Total Assets | 156,271 | 129,693 |
Current Liabilities | ||
Accounts Payable | 98,749 | 118,459 |
Due to related party | 23,031 | 21,906 |
Total Current Liabilities | 121,780 | 140,366 |
Stockholders' Equity (Deficit) | ||
Common stock, par value $0.0001; 200,000,000 common shares authorized; 23,584,982 and 22,584,982 common shares issued and outstanding at March 31, 2023 and December 31, 2022 respectively | 2,359 | 2,259 |
Common stock to be issued | 0 | 20,000 |
Additional paid in capital | 647,438 | 447,538 |
Subscription Receivable | 0 | 0 |
Accumulated deficit | (615,306) | (480,469) |
Total Stockholders' Equity (Deficit) | 34,491 | (10,672) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 156,271 | $ 129,693 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 23,584,982 | 22,584,982 |
Common stock, shares outstanding | 23,584,982 | 22,584,982 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unaudited Condensed Statements of Operations | ||
Revenue | $ 1 | $ 115 |
Total Revenue | 1 | 115 |
Operating expenses | ||
Professional fees | 23,524 | 47,014 |
Other general and administrative costs | 111,314 | 19,813 |
Total operating expenses | 134,838 | 66,827 |
Loss from operations | (134,837) | (66,712) |
Other Income | 1 | |
Other Income (expense) net | 1 | 0 |
Net loss before income tax | (134,836) | (66,712) |
Provision for income taxes (benefit) | 0 | 0 |
Net loss | $ (134,836) | $ (66,712) |
Net Loss Per Common Stock | ||
- basic and fully diluted | $ (0.01) | $ 0 |
Weighted-average number of shares of common stock outstanding | ||
- basic and fully diluted1 | 22,701,649 | 22,574,705 |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net loss | $ (134,836) | $ (66,712) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization | 7,393 | 871 |
Shares Issued for Services | 100,000 | 0 |
Changes in assets and liabilities | ||
Accounts Payable | (19,710) | 23,963 |
Prepaid expenses | ||
Due to related party | 1,125 | 10,278 |
Net cash used in operating activities | (46,028) | (31,600) |
Cash Flows from Investing Activities | ||
Software | 0 | (8,250) |
Net cash used in investing activities | 0 | (8,250) |
Cash Flows from Financing Activities | ||
Shares issued for cash | 80,000 | 12,999 |
Net cash provided by financing activities | 80,000 | 12,999 |
Net Increase (Decrease) in Cash | 33,972 | (26,851) |
Net Change in Cash | ||
Cash at beginning of period | 1 | 30,035 |
Cash at end of period | $ 33,973 | $ 3,184 |
Unaudited Condensed of the Chan
Unaudited Condensed of the Changes in Stockholder's Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Subscription Receivable | Shares To Be Issued [Member] |
Balance, shares at Dec. 31, 2021 | 22,417,500 | |||||
Balance, amount at Dec. 31, 2021 | $ 57,688 | $ 2,242 | $ 283,258 | $ (169,309) | $ (88,000) | $ 29,497 |
Shares issued for cash, shares | 125,000 | |||||
Shares issued for cash, amount | 13,000 | $ 12 | 24,989 | (12,000) | ||
Reversal of Warrants, shares | (1,000,000) | |||||
Reversal of Warrants, amount | $ (100) | (99,900) | 100,000 | |||
Net Loss for the Three Months Ended March 31, 2022 | (66,712) | (66,712) | ||||
Balance, amount at Mar. 31, 2022 | 3,975 | $ 2,154 | 208,347 | (236,021) | 29,497 | |
Balance, Shares at Mar. 31, 2022 | 21,542,500 | |||||
Balance, shares at Dec. 31, 2021 | 22,417,500 | |||||
Balance, amount at Dec. 31, 2021 | $ 57,688 | $ 2,242 | 283,258 | (169,309) | (88,000) | 29,497 |
Shares issued for services, shares | 617,482 | |||||
Shares issued for services, amount | $ 78,000 | |||||
Balance, amount at Dec. 31, 2022 | (10,672) | $ 2,259 | 447,538 | (480,469) | 0 | 20,000 |
Balance, Shares at Dec. 31, 2022 | 22,584,982 | |||||
Shares issued for cash, shares | 500,000 | |||||
Shares issued for cash, amount | 80,000 | $ 50 | 99,950 | 20,000 | ||
Net Loss for the Three Months Ended March 31, 2022 | (134,836) | (134,836) | ||||
Shares issued for services, shares | 500,000 | |||||
Shares issued for services, amount | 100,000 | $ 50 | 99,950 | |||
Balance, amount at Mar. 31, 2023 | $ 34,491 | $ 2,359 | $ 647,438 | $ (615,306) | $ 0 | $ 0 |
Balance, Shares at Mar. 31, 2023 | 23,584,982 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
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 filed with the state of Nevada, 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, 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 th 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 potentially allow the Company to establish a strong presence in the Turkish market and expand its reach in the region. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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 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 March 31, 2023, the statements of operations for the three months ended March 31, 2023, and statement of cash flows for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of results for the entire year ended December 31, 2023. 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, 2023. Recent Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s consolidated 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. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
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 $1 in revenue for the three months ended March 31, 2023. 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 the Company generates material operating revenues, it 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. 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. The Company has taken steps through its application to FINRA to be able to begin trading on the OTC Markets so that it may potentially be able to raise additional funds through 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. If the Company is unable to raise additional funds, then it will not be able to continue as a going concern. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE ASSET | |
INTANGIBLE ASSET | NOTE 4 – INTANGIBLE ASSET As of March 31, 2023, and December 31, 2022, Intangible assets consisted of the following: Useful life March 31, 2023 December 31, 2022 At cost: Software platform 5 years $ 149,924 $ 149,924 Less: accumulated amortization (27,829 ) (20,436 ) $ 122,094 $ 129,488 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 shares at the stated value of $0.20 per share equal to the value of $29,497. Then on July 1, 2022 the Company entered into a second agreement for a value of $10,920 Euro and 270,000 shares of restricted common shares at the stated value of $0.24 per share equal to the value of $64,800. The total value of $149,924 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
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 the following transactions with related parties as of March 31, 2023: (a) due to related party in the amount of $2,186 to the Company’s Chief Executive Officer, Panagiotis N. Lazaretos; (b) due to related part in the amount of $3,136 to the Company’s Chief Finanical Officer, Helen V. Maridakis; and (c) due to related party in the amount of $17,709 to the Company’s Chief Operating Officer, Nikolaos Ioannou. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity (Deficit) | |
STOCKHOLDERS' EQUITY (DEFICIT) | NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT) Issuance of Common Stock The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On March 31, 2023, there were 23,584,982 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 shares of common stock and 1,000,000 in warrants at $0.10 per share. The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the Company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor. For the year ended December 31, 2022, the Company issued 550,000 shares of common stock for cash proceeds of $78,000, of which 350,000 shares of common stock, for cash proceeds of $35,000, were from the exercise of warrants. The Company has also received cash proceeds of $20,000 for 100,000 shares to be issued. Additionally, the Company issued 617,482 common stocks for services at a value of $174,295 as of December 31, 2022. For the three months ended March 31, 2023, the Company issued 500,000 shares of common stock for cash proceeds of $100,000, of which $20,000 was for cash proceeds already received as of December 31, 2022. Additionally, the Company issued 500,000 shares of common stock for services at a value of $100,000 as of March 31, 2023. 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, 2023, the Company had a shareholders’ deficit balance of $10,672. With the sale of 500,000 shares of common stock for a value of $100,000, the issuance of 500,000 shares of commons stock for services rendered, a value of $100,000, and the net loss of $134,836 for the three months ended March 31, 2023, the ending balance in equity is $34,491 as of March 31, 2023. 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 125,000 shares of common stock for a value of $25,000, and the net loss of $66,712 for the three months ended March 31, 2023, the ending balance in equity is $3,976 as of March 31, 2022 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – 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. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | NOTE 8 – 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: March 31, December 31, 2023 2022 Net operating loss carry-forward $ (615,306 ) $ (480,469 ) Less: valuation allowance 615,306 480,469 Net deferred tax asset $ - $ - The Company had federal net operating loss carry forwards for tax purposes of approximately $480,609 on December 31, 2022, and $615,306 approximately on March 31, 2023, 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 | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENT 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, an awarded platform, specializing in online wine and spirit sales. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES 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 March 31, 2023, the statements of operations for the three months ended March 31, 2023, and statement of cash flows for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of results for the entire year ended December 31, 2023. 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, 2023. |
Recent Accounting Pronouncements | From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s consolidated 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. |
INTANGIBLE ASSET (Tables)
INTANGIBLE ASSET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INTANGIBLE ASSET | |
Schedule of Intangible assets | Useful life March 31, 2023 December 31, 2022 At cost: Software platform 5 years $ 149,924 $ 149,924 Less: accumulated amortization (27,829 ) (20,436 ) $ 122,094 $ 129,488 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
INCOME TAXES | |
Schedule of Deferred Tax Assets | March 31, December 31, 2023 2022 Net operating loss carry-forward $ (615,306 ) $ (480,469 ) Less: valuation allowance 615,306 480,469 Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (Details Narrative)) | 3 Months Ended |
Mar. 31, 2023 | |
Estimated useful lives | 5 years |
Software | |
Estimated useful lives | 5 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
GOING CONCERN | ||
Revenue | $ 1 | $ 115 |
INTANGIBLE ASSET (Details)
INTANGIBLE ASSET (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Estimated useful lives | 5 years | |
Intangible assets, net | $ 122,094 | $ 129,488 |
Software platform [Member] | ||
Estimated useful lives | 5 years | |
Intangible assets | $ 149,924 | 149,924 |
Less: accumulated amortization | (27,829) | (20,436) |
Intangible assets, net | $ 122,094 | $ 129,488 |
INTANGIBLE ASSET (Details narra
INTANGIBLE ASSET (Details narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Jul. 03, 2022 | Apr. 20, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2022 | |
Stated value | $ 0.0001 | $ 0.0001 | |||
Amortization of intngible assets | $ 149,924 | ||||
Estimated useful lives | 5 years | ||||
Nikolaos Stratigakis [Member] | One [Member] | |||||
Development Costs of online platform | $ 5,000 | ||||
Stated value | $ 0.20 | ||||
Restricted common shares | 147,482 | ||||
Restricted common shares, value | $ 29,497 | ||||
Nikolaos Stratigakis [Member] | Two [Member] | |||||
Development Costs of online platform | $ 10,920 | ||||
Stated value | $ 0.24 | ||||
Restricted common shares | 270,000 | ||||
Restricted common shares, value | $ 64,800 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Due to Related Party | $ 23,031 | $ 21,906 |
Panagiotis N. Lazaretos [Member] | ||
Due to Related Party | 2,186 | 0 |
Helen V. Maridakis [Member] | ||
Due to Related Party | 3,136 | 0 |
Nikolaos Ioannou [Member] | ||
Due to Related Party | $ 17,709 | $ 0 |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 01, 2023 USD ($) shares | Feb. 23, 2023 USD ($) $ / shares shares | Feb. 25, 2022 $ / shares shares | Mar. 31, 2023 USD ($) integer $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jan. 01, 2022 USD ($) | |
Common stock issued for service, shares | shares | 1,000,000 | 617,482 | ||||||
Common stock issued for service, value | $ 100,000 | $ 78,000 | ||||||
Shares to be issued,shares | shares | 100,000 | |||||||
Cancellation of shares | shares | 1,000,000 | |||||||
Aggregate Investment | $ 75,000 | |||||||
Investment value per share | $ / shares | $ 0.20 | |||||||
Net loss | $ (134,836) | $ (66,712) | ||||||
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 | |||||||
Desription of investment | 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 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 | ||||||
Common Stock, Par Value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock shares issued | shares | 23,584,982 | 22,584,982 | ||||||
Common stock, shares outstanding | shares | 23,584,982 | 22,584,982 | ||||||
Common stock issued for cash | shares | 500,000 | 550,000 | ||||||
Proceeds from issuance of common stocks | $ 100,000 | $ 78,000 | ||||||
Execise of warrants, shares | shares | 350,000 | |||||||
Cash proceeds from exercise of warrants | $ 35,000 | |||||||
Shares issued for Services, amount | $ 20,000 | $ 144,800 | ||||||
Warrants [Member] | ||||||||
Number of common stock, sold | shares | 2,000,000 | |||||||
Per Share Price | $ / shares | $ 0.10 | |||||||
Aggregate Value | $ 200,000 | |||||||
Discount Rate | 50% | |||||||
Number of Investors | integer | 3 | |||||||
Changes In Equity [Member] | ||||||||
Shareholders' deficit | $ 10,672 | $ 57,688 | ||||||
Common stock issued for service, shares | shares | 500,000 | 500,000 | 617,482 | |||||
Common stock issued for service, value | $ 100,000 | $ 100,000 | $ 174,295 | |||||
Shares to be issued | 20,000 | |||||||
Common Shares Value | $ 100,000 | |||||||
Subscription Receivable | $ 25,000 | |||||||
Number of common stock, sold | shares | 500,000 | 125,000 | 550,000 | |||||
Ending Balance in Equity | $ 34,491 | |||||||
Net loss | $ 66,712 | $ 3,976 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
INCOME TAXES | ||
Net operating loss carry-forward | $ (615,306) | $ (480,469) |
Less: valuation allowance | 615,306 | 480,469 |
Net deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
INCOME TAXES | ||
Net operating loss carry-forward | $ 615,306 | $ 480,609 |