brooqLy (BRQL) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 14, 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	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		24,234,982
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 Interactive Data Current	Yes
Entity Address Address Line 1	10101 S. Roberts Road
Entity Address Address Line 2	Suite 209
Entity Address City Or Town	Palos Hill
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60465
City Area Code	718
Local Phone Number	513-7776

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 3,131	$ 1
Prepaid Expenses	30,204	204
Total Current Assets	33,335	205
Long-term Assets
Intangible Assets, net	128,664	129,488
Total Long-term Assets	128,664	129,488
Total Assets	161,999	129,693
Current Liabilities
Accounts Payable	66,138	118,459
Promissory Note	55,000	0
Interest Payable	1,864	0
Payroll Payable	23,488	0
Due to related party	22,804	21,906
Total Current Liabilities	169,294	140,366
Stockholders' Deficit
Common stock, par value $0.0001; 200,000,000 common shares authorized; 24,234,982 and 22,684,982 common shares issued and outstanding at September 30, 2023 and December 31, 2022 respectively	2,424	2,259
Common stock to be issued		20,000
Additional paid in capital	749,373	447,538
Accumulated deficit	(759,092)	(480,469)
Total Stockholders' Deficit	(7,295)	(10,672)
Total Liabilities and Stockholders' Deficit	$ 161,999	$ 129,693

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 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	24,234,982	22,684,982
Common stock, shares outstanding	24,234,982	22,684,982

Unaudited Condensed Statements

Unaudited Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Unaudited Condensed Statements of Operations
Revenue	$ 1	$ 201	$ 3	$ 976
Total Revenue	1	201	3	976
Operating expenses
Professional fees	19,769	18,832	61,772	85,337
Other general and administrative costs	57,770	123,759	185,258	173,667
Total operating expenses	77,539	142,591	247,030	259,005
Loss from operations	(77,538)	(142,391)	(247,027)	(258,028)
Other Income	267	48	269	48
Interest Expense	(31,864)	0	(31,864)	0
Other Income (expense) net	(31,597)	48	(31,595)	48
Net loss before income tax	(109,135)	(142,342)	(278,622)	(257,980)
Provision for income taxes (benefit)	0	0	0	0
Net loss	$ (109,135)	$ (142,342)	$ (278,622)	$ (257,980)
Net Loss Per Common Stock
- basic and fully diluted	$ 0	$ (0.01)	$ (0.01)	$ (0.01)
shares of common stock outstanding
- basic and fully diluted	23,888,243	22,408,895	23,414,744	22,218,425

Unaudited Condensed Statement_2

Unaudited Condensed Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Net loss	$ (278,622)	$ (257,980)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization	22,825	10,009
Shares Issued for Services	122,000	80,000
Shares Issued for Loan and Interest	60,000
Changes in assets and liabilities
Accounts Payable	(52,323)	48,584
Payroll Payable	23,488	0
Prepaid expenses	(30,000)	0
Accrued Interest	1,864	0
Due to related party	898	27,587
Net cash used in operating activities	(129,870)	(91,800)
Cash Flows from Investing Activities
Software	(22,000)	(34,907)
Net cash used in investing activities	(22,000)	(34,907)
Cash Flows from Financing Activities
Shares issued for cash	100,000	98,000
Promissory Note	55,000	0
Net cash provided by financing activities	155,000	98,000
Net Increase (Decrease) in Cash	3,130	(28,707)
Net Change in Cash
Cash at beginning of period	1	30,035
Cash at end of period	3,131	1,328
Transactions
Reversal of Warrants	$ 0	$ 100,000

Unaudited Condensed of the Chan

Unaudited Condensed of the Changes in Stockholder's Deficit - USD ($)	Total	Retained Earnings (Accumulated Deficit)	Subscription Receivable	Shares to be Issued Member	Additional Paid-In Capita	Common Stock
Balance, shares at Dec. 31, 2021						22,564,982
Balance, amount at Dec. 31, 2021	$ 57,688	$ (289,309)	$ (88,000)	$ 0	$ 432,740	$ 2,257
Shares issued for cash, shares						125,000
Shares issued for cash, amount	13,000		(12,000)		24,987	$ 12
Reversal of Warrants, shares						(1,000,000)
Reversal of Warrants, amount	0		100,000		(99,900)	$ (100)
Net Loss	(66,712)	(66,712)
Balance, amount at Mar. 31, 2022	3,976	(356,021)	0	0	357,827	$ 2,169
Balance, Shares at Mar. 31, 2022						21,689,982
Balance, shares at Dec. 31, 2021						22,564,982
Balance, amount at Dec. 31, 2021	57,688	(289,309)	(88,000)	0	432,740	$ 2,257
Shares issued for services, amount	144,800
Balance, amount at Dec. 31, 2022	(10,672)	447,538	0	20,000	(480,469)	$ 2,259
Balance, Shares at Dec. 31, 2022						22,584,982
Balance, shares at Mar. 31, 2022						21,689,982
Balance, amount at Mar. 31, 2022	3,976	(356,021)	0	0	357,827	$ 2,169
Shares issued for cash, shares						400,000
Shares issued for cash, amount	55,000				54,960	$ 40
Net Loss	(48,926)	(48,926)
Balance, amount at Jun. 30, 2022	10,050	(404,947)	0	0	412,787	$ 2,209
Balance, Shares at Jun. 30, 2022						22,089,982
Shares issued for cash, shares						25,000
Shares issued for cash, amount	10,000		0		9,998	$ 3
Net Loss	(142,342)	(142,342)
Shares issued for services, shares						200,000
Shares issued for services, amount	80,000				79,980	$ 20
Shares to be issued	84,800			84,800
Balance, amount at Sep. 30, 2022	42,508	(547,289)	0	84,800	502,765	$ 2,232
Balance, Shares at Sep. 30, 2022						22,314,982
Balance, shares at Dec. 31, 2022						22,584,982
Balance, amount at Dec. 31, 2022	(10,672)	447,538	0	20,000	(480,469)	$ 2,259
Shares issued for cash, shares						500,000
Shares issued for cash, amount	80,000	99,950		(20,000)		$ 50
Net Loss	(134,836)				(134,836)
Shares issued for services, shares						500,000
Shares issued for services, amount	100,000	99,950				$ 50
Balance, amount at Mar. 31, 2023	34,491	647,438	0	0	(615,306)	$ 2,359
Balance, Shares at Mar. 31, 2023						23,584,982
Balance, shares at Dec. 31, 2022						22,584,982
Balance, amount at Dec. 31, 2022	(10,672)	447,538	0	20,000	(480,469)	$ 2,259
Shares issued for services, amount	20,000
Balance, amount at Sep. 30, 2023	(7,295)	749,373	0	0	(759,092)	$ 2,424
Balance, Shares at Sep. 30, 2023						24,234,982
Balance, shares at Mar. 31, 2023						23,584,982
Balance, amount at Mar. 31, 2023	34,491	647,438	0	0	(615,306)	$ 2,359
Shares issued for cash, shares						50,000
Shares issued for cash, amount	20,000	19,995				$ 5
Net Loss	(34,651)				(34,651)
Balance, amount at Jun. 30, 2023	19,840	$ 667,433	0	0	(649,957)	$ 2,364
Balance, Shares at Jun. 30, 2023						23,634,982
Net Loss	$ (109,135)				(109,135)
Shares issued for services, shares	22,000	21,990				100,000
Shares issued for services, amount						$ 10
Shares issued for loan and interest, shares						500,000
Shares issued for loan and interest, amount	$ 60,000	$ 59,950				$ 50
Balance, amount at Sep. 30, 2023	$ (7,295)	$ 749,373	$ 0	$ 0	$ (759,092)	$ 2,424
Balance, Shares at Sep. 30, 2023						24,234,982

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	9 Months Ended
	Sep. 30, 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 filed in Nevada, the Company filed 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, 2021, the Company applied to the EU Intellectual Property Office for the trademark “BROOQLY”, which application was accepted on February 2, 2022. On March 29, 2023, the Company completed an agreement with REM People, a new Generation, Retail Analytics Company with coverage in over 50 markets, establishing a partnership for the Turkish Market. This partnership will allow the Company to potentially establish a strong presence in the Turkish market and expand its reach in the region. On or about April 5, 2023, the Company completed a partnership extension for the Romanian Market with Field Insights CEE, a Marketing Intelligence company with operations in 17 Central and Eastern European countries. This partnership extension was made to potentially capitalize on the performance already achieved in the Romanian market and in setting the standards for the upcoming markets to follow. On April 12, 2023, the Company announced a partnership, for the Greek market, with Botilia.gr, a platform, specializing in online wine and spirit sales. The Company has publicly announced that it is raising up to $5,000,000 from Accredited Investors pursuant to a Regulation D/Rule 506(c) offering. To achieve this, the Company completed an agreement on July 31, 2023, with Jahani & Associates (“J & A”) to act as their advisor for expansion into the Middle East and Southeast Asia. Following, on the same date, the Company also completed an agreement with Umergence LLC (“UMG’), a registered broker-dealer, to introduce accredited investors with whom UMG has a pre-existing business relationship. After having made a first required payment of $12,500, because we did not make the second payment of $12,500 as a result of our inability to pay, the broker-dealer has paused in their efforts to procure investors until such time when the second payment is made. On July 27, 2023, our sponsoring broker-dealer, Glendale Securities, received notification from FINRA that its 15c2-11 under the Securities Exchange Act of 1934, complied with FINRA Rule 6432 and that we may initiate a price quotation. Our common stock is now quoted under the ticker symbol “BRQL”.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES	9 Months Ended
	Sep. 30, 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 accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. The balance sheet as of December 31, 2022 was derived from the Company’s audited 2022 financial statements contained in the above referenced 2022 Annual Report. The results of operations for the three and nine months ended September 30, 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 September 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 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	9 Months Ended
	Sep. 30, 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 $3 in revenue for the nine months ended September 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 operations. 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.

INTANGIBLE ASSET

INTANGIBLE ASSET	9 Months Ended
	Sep. 30, 2023
INTANGIBLE ASSET
INTANGIBLE ASSET	NOTE 4 – INTANGIBLE ASSET As of September 30, 2023, and December 31, 2022, Intangible assets consisted of the following: Useful life September 30, 2023 December 31, 2022 At cost: Software platform 5 years $ 171,925 $ 149,924 Less: accumulated amortization (43,261 ) (20,436 ) $ 128,664 $ 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 stock shares at the stated value of $0.20 per share equal to the value of $29,497. Then on July 1, 2022, the Company entered into a second agreement with Nikolaos Stratigakis for a value of $10,920 and 270,000 restricted common stock shares at the stated value of $0.24 per share equal to the value of $64,800. As of July 1, 2023, the Company signed an agreement with Citiwave Systems, Ltd, a software developer, to continue enhancing and further developing its online platform for a value of 15,000 Euro in cash and 100,000 restricted common stock shares at a value of $0.22 per share equal to the value of $22,000. The project timeline terminates on September 30, 2023. The total value of $171,925 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	9 Months Ended
	Sep. 30, 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 cash infusions from time to time to facilitate cash flow. The Company has the following transactions with related parties as of September 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 party 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. As of July 1, 2023, the Company accrued salaries for its three executive officers in the amount of $3,000 per month for each. The accrued salaries payable has an amount of $5,488 due to Panagiotis N. Lazaretos, $9,000 due to Helen V. Maridakis and $9,000 due to Nikolaos Ioannou.

NOTE PAYABLE AND PROMISSORY NOT

NOTE PAYABLE AND PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2023
NOTE PAYABLE AND PROMISSORY NOTE
NOTE PAYABLE AND PROMISSORY NOTE	NOTE 6 – NOTE PAYABLE AND PROMISSORY NOTE On May 10, 2023, Eltino, Ltd, provided a loan with a non-interest-bearing promissory note to the Company valued at $25,000. The note has a repayment maturity date of December 31, 2024. There are no minimum monthly payments. Additionally, on May 17, 2023, the Company entered into a Convertible Promissory Note Agreement with Skordilakis & Sia, IKE, who agreed to lend $30,000 to the Company (the “Loan Amount”). The Note was converted into 500,000 common stock shares on August 22, 2023, the date which the conversion decision was made. Skordilakis & Sia, IKE provided written notice to the Company on August 22, 2023, of their Conversion Decision. According to the Convertible Note the repayment amount was $60,000 upon the maturity date of the Note, December 31, 2024, therefore, the Company recognized $30,000 as interest expense as of September 30, 2023. On August 29, 2023, the Company signed a Promissory note with Ms. Bridusa-Dominca Kamara for the loan amount of $30,000. The Note has a maturity date of December 31, 2024, and interest of $14,000, payable on the maturity date. Additionally, Ms. Kamara will also receive 200,000 common stock shares on December 31, 2024. The company has recognized accrued interest expense of $1,864 as of September 30, 2023, for this Promissory Note

STOCKHOLDERS DEFICIT

STOCKHOLDERS DEFICIT	9 Months Ended
	Sep. 30, 2023
Stockholders' Deficit
STOCKHOLDERS' DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT Issuance of Common Stock The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On September 30, 2023, there were 24,234,982 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 restricted common stock shares and 1,000,000 in warrants at $0.10 per share. The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the Company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor. For the year ended December 31, 2022, the Company issued 550,000 restricted common stock shares of common stock for cash proceeds of $78,000, of which 350,000 common stock shares for cash proceeds of $35,000, were from the exercise of warrants. The Company has also received cash proceeds of $20,000 for 100,000 shares to be issued. Additionally, the Company issued 617,482 common stocks for services at a value of $174,295 as of December 31, 2022. For the nine months ended September 30, 2023, the Company issued 550,000 restricted common stock shares for cash proceeds of $120,000, of which $20,000 was for cash proceeds already received as of December 31, 2022. Additionally, the Company issued 500,000 restricted common stock shares for the conversion of the loan at a value of $60,000 and 600,000 restricted common stock shares for services at a value of $122,000 as of September 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). The Purchase Warrant provides that upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB, the Warrant Exercise Price will then be calculated at a 50% 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 restricted common stock shares 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 restricted common stock shares for the conversion of the loan, a value of $60,000, the issuance of 600,000 restricted commons stock shares for services rendered, a value of $122,000, and the net loss of $278,622 for the nine months ended September 30, 2023, the ending balance is a deficit of $7,295 as of September 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 a value of $78,000, the issuance of 200,000 shares of commons stock for services rendered, a value of $80,000, a net loss of $257,980 for the nine months ended September 30, 2022, and the ending balance in equity is $42,508 as of September 30, 2022.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company neither owns nor leases any real or personal property. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
INCOME TAXES
INCOME TAXES	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: September 30, December 31, 2023 2022 Net operating loss carry-forward $ (759,092 ) $ (480,469 ) Less: valuation allowance 759,092 480,469 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 $759,092 approximately on September 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENT The Company has analyzed its operations subsequent to September 30, 2023, through the date of this filing of these unaudited condensed consolidated financial statements and has determined that there are no material subsequent events to these unaudited condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES
Basis of Presention	The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed financial statements should be read in conjunction with the financial statements in the Company’s 2022 Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2023. The balance sheet as of December 31, 2022 was derived from the Company’s audited 2022 financial statements contained in the above referenced 2022 Annual Report. The results of operations for the three and nine months ended September 30, 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 September 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 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)	9 Months Ended
	Sep. 30, 2023
INTANGIBLE ASSET
Schedule of Intangible assets	Useful life September 30, 2023 December 31, 2022 At cost: Software platform 5 years $ 171,925 $ 149,924 Less: accumulated amortization (43,261 ) (20,436 ) $ 128,664 $ 129,488

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2023
INCOME TAXES
Schedule of Deferred Tax Assets	September 30, December 31, 2023 2022 Net operating loss carry-forward $ (759,092 ) $ (480,469 ) Less: valuation allowance 759,092 480,469 Net deferred tax asset $ - $ -

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative))	9 Months Ended
	Sep. 30, 2023 USD ($)
Jahani Associates Agreement [Member]
Fund to be raised	$ 5,000,000
Umergence LLC [Member]
Initial cash payment	12,500
Second cash payment	$ 12,500

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (Details Narrative))	9 Months Ended
	Sep. 30, 2023
Estimated useful lives	5 years
Software
Estimated useful lives	5 years

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
GOING CONCERN
Revenue	$ 1	$ 201	$ 3	$ 976

INTANGIBLE ASSET (Details)

INTANGIBLE ASSET (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Estimated useful lives	5 years
Less: accumulated amortization	$ (43,261)	$ (20,436)
Intangible assets, net	$ 128,664	129,488
Software platform [Member]
Estimated useful lives	5 years
Intangible assets	$ 171,925	$ 149,924

INTANGIBLE ASSET (Details narra

INTANGIBLE ASSET (Details narrative) - USD ($)	1 Months Ended	9 Months Ended
	Apr. 20, 2021	Sep. 30, 2023	Dec. 31, 2022
Stated value		$ 0.0001	$ 0.0001
Amortization of intngible assets		$ 171,925
Estimated useful lives		5 years
Three [Member] | Citiwave Systems, Ltd [Member]
Development Costs of online platform		$ 15,000
Stated value		$ 0.22
Restricted common shares		100,000
Restricted common shares, value		$ 22,000
Two [Member] | Nikolaos Stratigakis [Member] | July 1, 2023 [Member]
Development Costs of online platform		$ 10,920
Stated value		$ 0.24
Restricted common shares		270,000
Restricted common shares, value		$ 64,800
One [Member] | Nikolaos Stratigakis [Member]
Development Costs of online platform	$ 5,000
Stated value	$ 0.20
Restricted common shares	147,482
Restricted common shares, value	$ 29,497

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Sep. 30, 2023	Jul. 01, 2023	Dec. 31, 2022
Accrued salaries of executive officers per month		$ 3,000
Due to Related Party	$ 22,804		$ 21,906
Panagiotis N. Lazaretos [Member]
Payroll payable	5,488
Due to Related Party	1,959
Helen V. Maridakis [Member]
Payroll payable	9,000
Due to Related Party	3,136
Nikolaos Ioannou [Member]
Payroll payable	9,000
Due to Related Party	$ 17,709

NOTE PAYABLE AND PROMISSORY N_2

NOTE PAYABLE AND PROMISSORY NOTE (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Aug. 29, 2023	May 17, 2023	Dec. 31, 2022
Promissory Note	$ 55,000		$ 55,000				$ 0
Interest expense	31,864	$ 0	31,864	$ 0
Eltino, Ltd [Member]
Promissory Note	$ 25,000		$ 25,000			$ 30,000
Repayment maturity date			Dec. 31, 2024
Interest expense			$ 30,000
Shares issued for services, shares	500,000		500,000
Payment			$ 60,000
Ms Bridusa Dominca Kamara [Member]
Promissory Note					$ 30,000
Repayment maturity date			Dec. 31, 2024
Interest payable	$ 1,864		$ 1,864		$ 14,000
Common stock share description			receive 200,000 common stock shares on December 31, 2024

STOCKHOLDERS DEFICIT (Details N

STOCKHOLDERS DEFICIT (Details Narrative)	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Feb. 23, 2023 USD ($) $ / shares shares	Feb. 25, 2022 $ / shares shares	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) integer $ / shares shares	Sep. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Common stock issued for service, shares | shares							617,482
Common stock issued for service, value | $					$ 122,000		$ 174,295
Shares to be issued, shares | shares							617,482
Cancellation of shares | shares	1,000,000	1,000,000
Aggregate Investment | $	$ 75,000
Conversion loan values | $					$ 60,000
Investment value per share | $ / shares	$ 0.20
Purchase of warrants during period | shares		1,000,000
Purchase of shares during period | shares		1,000,000			20,000
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					24,234,982		22,684,982
Common stock, shares outstanding | shares					24,234,982		22,684,982
Common stock issued for cash | shares					500,000		550,000
Proceeds from issuance of common stocks | $					$ 120,000		$ 78,000
Execise of warrants, shares | shares							350,000
Cash proceeds from exercise of warrants | $							$ 35,000
Shares to be issued for cash proceeds | shares							100,000
Received cash proceeds | $							$ 20,000
Shares issued for Services, amount | $			$ 100,000	$ 80,000	$ 20,000		$ 144,800
Shares to be issued | $				84,800
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]
Common stock issued for service, shares | shares					600,000	200,000
Common stock issued for service, value | $					$ 122,000	$ 80,000
Cancellation of shares | shares						1,000,000
Common stock issued for cash | shares					550,000		550,000
Proceeds from issuance of common stocks | $					$ 120,000		$ 78,000
Beginning Balance in Equity | $							10,672	$ 57,688
Issuance of common stock shares for the conversion loan, shares | shares					500,000
Issuance of common stock shares for the conversion loan, value | $					$ 60,000
Shares to be issued | $							$ 20,000
Sale of restricted common stock shares | shares					550,000
Sale of restricted common stock shares, value | $					$ 120,000	$ 78,000
Net loss | $					(278,622)	(257,980)
Ending Balance in Equity | $				$ 42,508	$ 7,295	$ 42,508

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
INCOME TAXES
Net operating loss carry-forward	$ (759,092)	$ (480,469)
Less: valuation allowance	759,092	480,469
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
INCOME TAXES
Net operating loss carry-forward	$ 759,092	$ 169,488