brooqLy (BRQL) 10-Q 2023 Q2 Quarterly report

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 June 30, 2023

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 23,634,982 common stock shares outstanding as of August 14, 2023.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
ITEM 1.	Unaudited Condensed Financial Statements	F-1
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 Six Months Ended June 30, 2023

F-1

BROOQLY, INC

TABLE OF CONTENTS

Unaudited Condensed Financial Statements

Unaudited Condensed Balance Sheets as of June 30, 2023, and December 31, 2022	F-3
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2023, and June 30, 2022	F-4
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2023, and June 30, 2022	F-5
Unaudited Condensed Statements of Changes in Shareholder’s Equity as of June 30, 2023, and June 30, 2022	F-6
Notes to the Unaudited Condensed Financial Statements	F-7 to F-12

F-2

BrooqLy Inc.

Unaudited Condensed Balance Sheets

ASSET	June 30, 2023			December 31, 2022
Current Assets				Audited
Cash	$	6,426		$	1
Prepaid Expenses		30,204			204
Total Current Assets		36,630			205
Long-term Assets
Intangible Assets, net		114,619			129,488
Total Long-term Assets		114,619			129,488
Total Assets	$	151,249		$	129,693
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts Payable	$	53,605		$	118,459
Notes Payable		30,000			-
Promissory Note		25,000			-
Due to related party		22,804			21,906
Total Current Liabilities		131,409			140,366
Stockholders’ Equity (Deficit)
Common stock, par value $0.0001; 200,000,000 common shares authorized; 23,634,982 and 22,584,982 common shares issued and outstanding at June 30, 2023 and December 31, 2022 respectively		2,364			2,259
Common stock to be issued		-			20,000
Additional paid in capital		667,433			447,538
Accumulated deficit		(649,957	)		(480,469	)
Total Stockholders’ Equity (Deficit)		19,840			(10,672	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	151,249		$	129,693

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 June 30, 2023			THREE MONTHS ENDED June 30, 2022			SIX MONTHS ENDED June 30, 2023			PERIOD ENDED June 30, 2022
Revenue	$	1		$	661		$	2		$	776
Total Revenue		1			661			2			776
Operating expenses
Professional fees		18,478			19,492			42,002			66,506
Other general and administrative costs		16,174			30,095			127,488			49,908
Total operating expenses		34,652			49,587			169,490			116,414
Loss from operations		(34,651	)		(48,927	)		(169,488	)		(115,638	)
Other Income		0						1
Interest Expense		-			-			-			-
Other Income (expense) net		0			-			1			-
Net loss before income tax	$	(34,651	)	$	(48,926	)	$	(169,487	)	$	(115,638	)
Provision for income taxes (benefit)		-			-			-			-
Net loss	$	(34,651	)	$	(48,926	)	$	(169,487	)	$	(115,638	)
Net Loss Per Common Stock
- basic and fully diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted-average number of
shares of common stock outstanding
- basic and fully diluted		23,620,422			22,019,652			23,174,070			22,121,612

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

F-4

BrooqLy Inc.

Unaudited Condensed Statements of Cash Flows

	SIX MONTHS ENDED June 30, 2023			PERIOD ENDED June 30, 2022
Cash Flows from Operating Activities
Net loss	$	(169,487	)	$	(115,638	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization		14,869			1,131
Shares Issued for Services		100,000			-
Changes in assets and liabilities
Accounts Payable		(64,855	)		21,839
Prepaid expenses		(30,000	)		-
Due to related party		898			23,204
Net cash used in operating activities	$	(148,575	)	$	(69,463	)
Cash Flows from Investing Activities
Software		-			(23,028	)
Net cash used in investing activities	$	-		$	(23,028	)
Cash Flows from Financing Activities
Shares issued for cash		100,000			68,000
Notes Payable		30,000			-
Promissory Note		25,000			-
Net cash provided by financing activities	$	155,000		$	68,000
Net Increase (Decrease) in Cash		6,425			(24,492	)
Net Change in Cash
Cash at beginning of period		1			30,035
Cash at end of period	$	6,426		$	5,543
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 Equity (Deficit)

		Common Stock			Shares to be			Additional Paid-		Accumulated			Subscription		Total
	Shares		Amount		Issued			in Capital		Deficit			Receivable
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 for the Three Months Ended March 31, 2023											(134,836	)				(134,836	)
Balance, March 31, 2023		23,584,982	$	2,359	$	-		$	647,438	$	(615,306	)	$	-	$	34,491
Shares issued for cash		50,000		5					19,995							20,000
Net Loss for the Six Months Ended June 30, 2023											(34,651	)				(34,651	)
Balance, June 30, 2023		23,634,982	$	2,364	$	-		$	667,433	$	(649,957	)	$	-	$	19,840

																		Total
									Additional									Stockholders’
	Common Stock						Shares to		Paid-in			Accumulated			Subscription			Equity
	Shares			Amount			be Issued		Capital			Deficit			Receivable			(Deficit)
Balance, January 1, 2022		22,417,500		$	2,242		$	29,497	$	283,258		$	(169,309	)	$	(88,000	)	$	57,688
Shares issued for cash		125,000			12					24,989						(12,000	)		13,000
Reversal of Warrants		(1,000,000	)		(100	)				(99,900	)					100,000
Net Loss for the Three Months Ended March 31, 2022													(66,712	)					(66,712	)
Balance, March 31, 2022		21,542,500		$	2,154		$	29,497	$	208,347		$	(236,021	)	$	-		$	3,975
Shares issued for cash		400,000			40					54,960									55,000
Net Loss for the Six Months Ended June 30, 2022													(48,926	)					(48,926	)
Balance, June 30, 2022		21,942,500		$	2,194		$	24,497	$	263,307		$	(284,947	)	$	-		$	10,051

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 the Company filed with the state of Nevada to change  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, 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 potentially allow the Company to 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, an awarded platform, specializing in online wine and spirit sales.

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 June 30, 2023, the statements of operations for the three and six months ended June 30, 2023, and statement of cash flows for the six months ended June 30, 2023. The results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of results for the entire year ended December 31, 2023.

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 June 30, 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.

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 $2 in revenue for the six months ended June 30, 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 be unable to continue as a going concern.

F-9

NOTE 4 – INTANGIBLE ASSET

As of June 30, 2023, and December 31, 2022, Intangible assets consisted of the following:

	Useful life	June 30, 2023			December 31, 2022
At cost:
Software platform	5 years	$	149,924		$	149,924
Less: accumulated amortization			(35,305	)		(20,436	)
		$	114,619		$	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 with Nikolaos Stratigakis 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.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has related party transactions with its three executive officers who have contributed cash infusions from time to time to facilitate cash flow. The Company has the following transactions with related parties as of June 30, 2023: (a) due to related party in the amount of $1,959 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 Financial 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.

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, 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 may be converted into 500,000 Common Stock Shares, which conversion decision must be made by September 30, 2023 (the “Conversion Decision”).  Skordilakis & Sia, IKE is required to provide written notice to the Company by September 30, 2023 of their Conversion Decision.  Should they chose not to convert the Note by September 30, 2023, the Company shall pay them $60,000 upon the  maturity date of the Note.

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On June 30, 2023, there were 23,634,982 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.

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 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 six months ended June 30, 2023, the Company issued 550,000 shares of common stock 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 shares of common stock for services at a value of $100,000 as of June 30, 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% 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.

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 550,000 shares of common stock for a value of $120,000 of which $20,000 was for cash proceeds already received as of December 31, 2022, the issuance of 500,000 shares of commons stock for services rendered, a value of $100,000, and the net loss of $169,487 for the six months ended June 30, 2023, the ending balance in equity is $19,840 as of June 30, 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, the sale of common stock for cash for a value of $78,000, a net loss of $115,638 for the six months ended June 30, 2022, and the ending balance in equity is $10,051 as of June 30, 2022

F-11

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’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:

	June 30,			December 31,
	2023			2022
Net operating loss carry-forward	$	(649,956	)	$	(480,469	)
Less: valuation allowance		649,956			480,469
Net deferred tax asset	$	-		$	-

The Company had federal net operating loss carry forwards for tax purposes of approximately $169,488 on December 31, 2022, and $649,956 approximately on June 30, 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.

NOTE 10 – SUBSEQUENT EVENT

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”.  

The Company has publicly announced   that it is raising up to $5,000,000 from Accredited Investors pursuant to  in a Regulation D/Rule 506(c) offering.

On July 31, 2023, we completed an agreement with Jahani & Associates to act as our advisor for expansion into the Middle East and Southeast Asia.

On July 31, 2023, we completed an agreement with Umergence LLC (“UMG’), a registered broker-dealer, to introduce us to accredited investors with whom UMG has a pre-existing business relationship.

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 June 30, 2023, we had a working capital deficit of approximately $94,779. 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 its ability to obtain capital. There is no assurance that we will be successful in any capital-raising efforts that it may undertake to fund operations and implement its 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 Six Months Ended June 30, 2023 and 2022

Revenues

We had $2 in revenue for the six months ended June 30, 2023, and $776 for the six months ended June 30, 2022.

Operating Expenses

Our operating expenses totaled $169,490 and $116,414 for the six months ended June 30, 2023, and June 30, 2022, respectively. The $53,076 increase in operating expenses is primarily attributable to an increase in legal, auditing, and professional fees as well as advertising and marketing expenses.

Other Income and Expenses

None

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Net Loss

For the six months ended June 30, 2023, and 2022, we recognized net losses from operations of $169,487 and $115,638, respectively. The net losses are directly due to $169,488 and $115,638 in operating expenses, respectively.

We anticipate losses from operations will increase during the next twelve months due to the anticipated $110,000 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 June 30, 2023, we had a working capital deficit of $94,779. 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.

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Net Cash Used in Operating Activities.

During the six months ended June 30, 2023, and June 30, 2022, our net cash used from operating activities was $148,575 and $69,463, respectively. The $24,112 increase is mainly due to amortization expense and professional fees. Our primary uses of funds in operations were payments made for legal and professional fees.

Net Cash Used in Investing Activities.

For the six months ended June 30, 2023, and June 30, 2022, our net cash used from investment activities was $0 and $23,028, respectively.

Net Cash Provided by Financing Activities.

As of June 30, 2023, and June 30, 2022, net cash provided by financing activities was $155,000 and $68,000, respectively.

Cash Position and Outstanding Indebtedness.

Our total indebtedness at June 30, 2023 was $131,409, all of which are considered current liabilities. Current liabilities consist primarily of accounts payable and due to related party.

At June 30, 2023, we had $36,630 of current assets and our working capital deficit was $94,779.

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 June 30, 2023, 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 June 30, 2023, 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 June 30, 2023, that have materially affected or are reasonably likely to materially affect our internal controls.

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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, 2022, 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 six months ended June 30, 2023, we issued 25,000 shares of common stock each to 2 residents of Turkey pursuant to 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. 

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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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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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: August 14, 2023	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)

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