brooqLy (BRQL) 10-Q 2024 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, 2024

or

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

000-56399

Commission File Number

brooqLy, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	86-2265420
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

10101 S. Roberts Road, Suite 209

Palos Hill, Illinois 60465

(Address of principal executive offices)

(718) 513-7776

(Company’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The Company has 25,365,000 common stock shares outstanding as of August 19, 2024.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION		3
ITEM 1.	Unaudited Condensed Financial Statements	F-1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	6
ITEM 4.	Controls and Procedures	6
PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings	7
ITEM 1A.	Risk Factors	7
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
ITEM 3.	Defaults Upon Senior Securities	7
ITEM 4.	Mine Safety Disclosures	7
ITEM 5.	Other Information	7
ITEM 6.	Exhibits	8
	Signatures	9

2

PART I – FINANCIAL INFORMATION

Unaudited Condensed Financial Statements

of

BROOQLY, INC.

For the Six Months Ended June 30, 2024

3

BROOQLY, INC

TABLE OF CONTENTS

Unaudited Condensed Financial Statements

Unaudited Condensed Balance Sheets as of June 30, 2024, and December 31, 2023 (audited)	F-2
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2024, and June 30, 2023	F-3
Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2024, and June 30, 2023	F-4
Unaudited Condensed Statements of Changes in Stockholders’ Deficit as of June 30, 2024 and June 30, 2023	F-5
Notes to the Unaudited Condensed Financial Statements	F-6 to F-12

F-1

BrooqLy Inc.

Unaudited Condensed Balance Sheets

ASSET	June 30, 2024			December 31, 2023 Audited
Current Assets
Cash	$	33		$	2
Prepaid Expenses		30,204			30,204
Total Current Assets		30,237			30,206
Long-term Assets
Intangible Assets, net		235,176			171,076
Total Long-term Assets		235,176			171,076
Total Assets	$	265,413		$	201,282
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	$	154,847		$	145,077
Promissory Note		65,000			55,000
Interest Payable		10,707			4,303
Payroll Payable		104,488			50,488
Due to related party		23,892			23,374
Total Current Liabilities		358,934			278,242
Stockholders’ Deficit
Common stock, par value $0.0001; 200,000,000 common shares authorized; 25,365,000 and 24,234,982 common shares issued and outstanding at June 30, 2024 and December 31, 2023 respectively		2,537			2,424
Additional paid in capital		1,424,670			749,373
Accumulated deficit		(1,520,728	)		(828,757	)
Total Stockholders’  Deficit		(93,521	)		(76,960	)
Total Liabilities and Stockholders’ Deficit	$	265,413		$	201,282

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

F-2

BrooqLy Inc.

Unaudited Condensed Statements of Operations

	THREE MONTHS ENDED			THREE MONTHS ENDED			SIX MONTHS ENDED			SIX MONTHS ENDED
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Revenue	$	152		$	1		$	181		$	2
Total Revenue		152			1			181			2
Operating expenses
Professional fees		25,415			18,478			36,780			42,002
Salaries		27,000			-			54,000			-
Other general and administrative costs		22,399			16,174			74,968			127,488
Total operating expenses		74,814			34,652			165,748			169,490
Loss from operations		(74,662	)		(34,651	)		(165,567	)		(169,488	)
Other Income		-			-			-			1
Interest Expense		(145,654	)		-			(150,404	)		-
Loss on conversion of Shares		(376,000	)		-			(376,000	)		-
Other Income (expense) net		(521,654	)		-			(526,404	)		1
Net loss before income tax	$	(596,316	)	$	(34,651	)	$	(691,971	)	$	(169,487	)
Provision for income taxes (benefit)		-			-			-			-
Net loss	$	(596,316	)	$	(34,651	)	$	(691,971	)	$	(169,487	)
Net Loss Per Common Stock
- basic and fully diluted	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.01	)
Weighted-average number of
shares of common stock outstanding
- basic and fully diluted		25,167,198			23,620,422			24,758,790			23,174,070

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

F-3

BrooqLy Inc.

Unaudited Condensed Statements of Cash Flows

	SIX MONTHS ENDED			SIX MONTHS ENDED
	June 30, 2024			June 30, 2023
Cash Flows from Operating Activities
Net loss	$	(691,971	)	$	(169,487	)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities
Amortization		26,340			14,869
Shares Issued for Services		58,000			100,000
Shares Issued as gift		17,410			-
Shares Issued for Loan & Interest		224,000
Loss on conversion of convertible note to common stock		376,000
Changes in assets and liabilities
Accounts Payable		9,770			(64,855	)
Prepaid Expenses		-			(30,000	)
Payroll Payable		54,000			-
Accrued Interest		6,404			-
Due to related party		518			898
Net cash provided by/used in operating activities	$	80,471		$	(148,575	)
Cash Flows from Investing Activities
Software		(90,440	)		-
Net cash used in investing activities	$	(90,440	)	$	-
Cash Flows from Financing Activities
Shares issued for cash		-			100,000
Notes Payable					30,000
Promissory Note		10,000			25,000
Net cash provided by financing activities	$	10,000		$	155,000
Net Increase in Cash		31			6,425
Net Change in Cash
Cash at beginning of period		2			1
Cash at end of period	$	33		$	6,426
Supplemental Non-Cash Investing and Financing
Transactions
Reversal of Warrants	$	-			-

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

F-4

BrooqLy Inc.

Unaudited Condensed Statements of Changes in Stockholders’ Deficit

	Common Stock						Additional					Total
	Shares		Amount		Shares to be Issued		Paid-in Capital		Accumulated Deficit			Stockholders’ Deficit
Balance, January 1, 2024		24,234,982	$	2,424	$	-	$	749,373	$	(828,757	)	$	(76,960	)
Shares issued for cash													-
Shares issued for services		100,000		10				57,990					58,000
Gifted Shares		30,018		3				17,407					17,410
Net Loss										(95,656	)		(95,656	)
Balance, March 31, 2024		24,365,000	$	2,437	$	-	$	824,770	$	(924,412	)	$	(97,205	)
Shares issued for Interest		200,000		20				119,980					120,000
Shares issued for Loan		800,000		80				479,920					480,000
Net Loss										(596,316	)		(596,316	)
Balance, June 30, 2024		25,365,000	$	2,537	$	-	$	1,424,670	$	(1,520,728	)	$	(93,521	)

	Common Stock							Additional					Total Stockholders’
	Shares		Amount		Shares to be Issued			Paid-in Capital		Accumulated Deficit			Equity (Deficit)
Balance, January 1, 2023		22,584,982	$	2,259	$	20,000		$	447,538	$	(480,469	)	$	(10,672	)
Shares issued for cash		500,000		50		(20,000	)		99,950					80,000
Shares issued for services		500,000		50					99,950					100,000
Net Loss											(134,836	)		(134,836	)
Balance, March 31, 2023		23,584,982	$	2,359	$	-		$	647,438	$	(615,305	)	$	34,492
Shares issued for cash		50,000		5					19,995					20,000
Net Loss											(34,651	)		(34,651	)
Balance, June 30, 2023		23,634,982	$	2,364	$	-		$	667,433	$	(649,957	)	$	19,840

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

F-5

BROOQLY, INC

Notes to the Unaudited Condensed Financial Statements

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

NOTE 1 – DESCRIPTION OF BUSINESS

The Company is an early-stage company incorporated in Nevada on February 19, 2021, under the name “MyTreat, Inc”. On May 12, 2021, pursuant to an amendment to its Articles of Incorporation filed in Nevada, the Company filed to change its name to brooqLy, Inc.

The Company is a technology company that has developed a Social Networking Platform that connects its Users using the practice of purchasing and sending Food and/or beverage products (“Treats”). The participants in the Company’s Platform include: Shops, Sending Consumers, Receiving Consumers and Brands. 

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

On October 14, 2021, the Company applied to the US Patent and Trademark Office for the trademark “BROOQLY”, which application was accepted and granted on February 28, 2023.

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

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

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

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

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

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

F-6

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

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

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

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

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

Basis of Presentation

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

The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the full year ended December 31, 2024.

The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”). The Company has adopted a December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expenses and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Intangible Assets

Intangible assets are measured at cost less accumulated amortization and impairment losses, if any. They are amortized on a straight-line basis over their estimated useful lives. The Company is amortizing their software application over the useful life of 5 years.

F-7

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 June 30, 2024.

F-8

Recent Accounting Pronouncements

From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. 

Foreign Currency Translation

The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities are translated at the exchange rates in effect at the time of acquisition or issue. Revenues and expenses are translated at rates approximating the exchange rates in effect at the time of the transactions. All exchange gains and losses are included in operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which considers the continuation of the Company as a going concern. The Company recorded $181 in revenue for the six months ended June 30, 2024. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenue to cover operating costs. Until we generate material operating revenues, the Company will require additional debt or equity funding to continue its operations, however, there is no assurances that the Company will conduct such an offering or that it will raise sufficient funding to continue its operations.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. If the Company is unable to raise additional funds, there is substantial doubt about its ability to continue as a going concern.

NOTE 4 – INTANGIBLE ASSET

As of June 30, 2024, and December 31, 2023, Intangible assets consisted of the following:

	Useful life	June 30, 2024			December 31, 2023
At cost:
Software platform	5 years	$	314,537		$	224,097
Less: accumulated amortization			(79,361	)		(53,021	)
		$	235,176		$	171,076

On April 20, 2021, the Company entered into an agreement with Nikolaos Stratigakis to develop its online platform for a value of 5,000 Euro in cash and 147,482 shares of restricted common stock shares at the stated value of $0.20 per share equal to the value of $29,497. Then on July 1, 2022, the Company entered into a second agreement with Nikolaos Stratigakis for a value of $10,920 and 270,000 restricted common stock shares at the stated value of $0.24 per share equal to the value of $64,800.

F-9

Additionally, On July 1, 2023, the Company added Exhibit B to the agreement with Nikolaos Stratigakis to develop a new web-based Backend Platform to accommodate the new mobile version of the application for a project cost of $19,056 completed by September 30, 2023.

To further develop and expand the online platform the Company also engaged Citiwave Systems, Ltd and entered into an agreement on October 1, 2023, for a value of $33,117 in cash and 100,000 shares of restricted common stock at the stated value of $0.22 per share equal to a value of $22,000.  As per the same agreement the Company issued the remaining 100,000 shares of restricted common stock at the trading value of $0.58 per share for a value of $58,000 as of January 11, 2024.

The total value of $282,097 was amortized over its useful life of 5 years. Intangible assets are measured initially at cost. After initial recognition, an entity usually measures an intangible asset at cost less accumulated amortization.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has related party transactions with its three executive officers who have contributed from time to time to facilitate cash flow. The Company has due to related party an amount of $8,290 to the Company’s CEO, Panagiotis N. Lazaretos, $3,394 to the Company’s Chief Financial Officer, Helen V. Maridakis, and $12,209 to the Company’s Chief Operating Officer,   Nikolaos Ioannou, has as of June 30, 2024.

NOTE 6 – NOTE PAYABLE AND PROMISSORY NOTE

On May 10, 2023, Eltino, Ltd, provided a loan with a non-interest-bearing promissory note to the Company valued at $25,000.  The note has a repayment maturity date of December 31, 2024.  There are no minimum monthly payments.

Additionally, on May 17, 2023, the Company entered into a Convertible Promissory Note Agreement with Skordilakis & Sia, IKE, who agreed to lend $30,000 to the Company (the “Loan Amount”). The Note was converted into 500,000 common stock shares on August 22, 2023, the date which the conversion decision was made.  Skordilakis & Sia, IKE provided written notice to the Company on August 22, 2023, of their Conversion Decision.  According to the Convertible Note the repayment amount was $60,000 upon the maturity date of the Note, December 31, 2024, therefore, the Company recognized $30,000 as interest expense as of December 31, 2023.

On August 29, 2023, the Company signed a Promissory note with Bridusa-Dominca Kamara for the loan amount of $30,000.  The Note has a maturity date of December 31, 2024, and interest of $14,000, payable on the maturity date.  Additionally, Ms. Kamara will also receive 200,000 common stock shares on December 31, 2024, which were issued on April 9, 2024.  The Company has recognized accrued interest expense of $4,823, for this Promissory Note and an additional $120,000 as interest expense for the issuance of the 200,000 shares as of June 30, 2024.

On February 22, 2024, the Company entered into a Convertible Promissory Note Agreement with Angelos Rezos, who agreed to lend $60,000 to the Company with a repayment amount of $78,000 on the maturity date of December 31, 2024.   Additionally, Angelos Rezos entered into a second Convertible Promissory Note Agreement on March 21, 2024, to lend the Company $20,000 with the repayment amount of $26,000 on the maturity date of December 31, 2024.  Both convertible notes have the conversion decision as of  September 30, 2024, but Mr. Rezos made the decision to convert both loans on April 9, 2024, and 800,000 restricted common stock shares were issued to him for a value of $480,000 that includes $24,000 as interest expense and a loss on conversion to common stock shares of $376,000.

On March 31, 2024, the Company entered into a third Convertible Promissory Note Agreement with Angelos Rezos, who agreed to lend $10,000 to the Company with a repayment amount of $13,000 on the maturity date of December 31,2024, and a conversion decision by September 30, 2024.

NOTE 7 – STOCKHOLDERS’ DEFICIT

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On June 30, 2024, there were 25,365,000 common shares issued and outstanding.

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

F-10

On February 25, 2022, the Company cancelled 1,000,000 in common shares and warrants issued to an accredited investor. The Company had entered into a subscription agreement on September 30, 2021, whereby the investor agreed to purchase up to 1,000,000 restricted common stock shares and 1,000,000 in warrants at $0.10 per share. The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the Company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor.

For the year ended December 31, 2022, the Company issued 550,000 restricted common stock shares for cash proceeds of $78,000, of which 350,000 common stock shares were for cash proceeds of $35,000 were from the exercise of warrants. The Company has also received cash proceeds of $20,000 for 100,000 shares to be issued. Additionally, the Company issued 617,482 common stocks for services at a value of $174,295 as of December 31, 2022.

For the year ended December 31, 2023, the Company issued 550,000 restricted common stock shares for cash proceeds of $120,000, of which $20,000 were for cash proceeds already received as of December 31, 2022. Additionally, the Company issued 500,000 restricted common stock shares for the conversion of the loan at a value of $60,000 and 600,000 restricted common stock shares for services at a value of $122,000 as of  December 31, 2023.

For the six months ended June 30, 2024, the Company issued 100,000 restricted common stock for services at a value of $58,000 and 30,018 restricted common stock as a gift to initial shareholders at a value of $17,410. Additionally, the Company issued 800,000 restricted common stock shares for the conversion of the loan at a value of $480,000 and 200,000 shares as interest on a convertible note, a value of $120,000 as of June 30, 2024.

Warrants

From September 17, 2021, to December 31, 2021, the Company sold 2,000,000 Common Stock Shares to 3 accredited investors at a price of $0.10 per share or an aggregate of $200,000, which subscription also included 1 Common Stock Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10). The Purchase Warrant provides that upon FINRA granting a trading symbol to the Company for quotation on the OTC Markets OTCQB, the Warrant Exercise Price will then be calculated at a 50% discount to the 7-day average price for that 7-day period preceding exercise of the Warrant. The Warrant Exercisable Period is 5 years from the date of the Subscriber subscribing to the Shares.

Under ASC 480 “Distinguishing Liabilities from Equity” the management has determined that these warrants are freestanding instruments issued by the Company to a shareholder giving them the right to purchases additional equity shares, thereby they are classified as equity. The warrants meet the underling factors that determine if they fall under the scope of ASC 480-10 to be classified as equity. The share purchase warrants are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity.

Changes in Equity

For the year beginning January 1, 2024, the Company had a stockholders’ deficit balance of $76,960. With the issuance of 100,000 restricted common stock shares for services rendered, a value of $58,000, the issuance of 30,018 restricted common stock shares at a value of $17,410, the issuance of 800,000 restricted common stock shares for the conversion of a loan at a value of $480,000, the issuance of 200,000 restricted common stock shares as interest on a convertible loan, a value of $120,000 and the net loss of $691,971 for the six months ended June 30, 2024, the ending balance is a deficit of $93,521 as of June 30, 2024.

F-11

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 services rendered, a value of $100,000, and the net loss of $134,836 for the six months ended June 30, 2024, the ending balance in equity is $34,492 as of June 30, 2023.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 9 – INCOME TAXES

The Company had federal net operating loss carry forwards of approximately $1,520,000 at June 30, 2024, and $828,757 at December 31, 2023 which may be available to offset future taxable income. Utilization of the net operating loss carry forwards are subject to limitations imposed by IRC Section 382/383 resulting from changes in ownership. At the date of this filing, management has not reviewed the Company’s ownership changes and will perform the study in advance of any potential use of the NOL’s. Based upon management’s assessment, a full valuation allowance has been placed upon the net deferred tax assets, since it is more likely than not that such assets will not be realized. Therefore, no financial statement benefit has been taken for the deferred tax assets, as of the filing date.

The components of net deferred tax assets are as follows:

	June 30,			December 31,
	2024			2023
Net operating loss carry-forward	$	(319,393	)	$	(174,040	)
Less: valuation allowance		319,393			174,040
Net deferred tax asset	$	-		$	-

NOTE 10 – SUBSEQUENT EVENT

The Company has analyzed its operations subsequent to June 30, 2024, through the date of this filing of these unaudited condensed financial statements and has determined that there are no material subsequent events.

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, 2024, we had a working capital deficit of approximately $328,698. Our current liquidity resources are insufficient to fund the anticipated level of operations for at least the next 12 months from the date these condensed financial statements were issued. As a result, there is substantial doubt regarding our ability to continue as a going concern.

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

We will continue our Plan of Operations by:

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

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

Results of Operations

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

For the Three and Six months Ended June 30, 2024 and 2023

Revenues

For the six months ended June 30, 2024, and June 30, 2023, we generated $181 in revenue and $2 respectively.

For the three months ended June 30, 2024, and June 30, 2023, we generated $152  and $1 in total revenue, respectively.

Operating Expenses

Our operating expenses totaled $165,748 and $169,490 for the six months ended June 30, 2024, and June 30, 2023, respectively. The $3,920 decrease in operating expenses is primarily attributable to a decrease in marketing expenses.

For the three months ended June 30, 2024. and June 30, 2023, we incurred $74,814 and $34,652 respectively.  The increase is mainly due to accrued salaries for the officers.

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Other Income and Expenses

We had interest expense of $145,654 and $0 for the three months and  $150,404 and $0 for the six months ended June 30, 2024, and June 30, 2023, respectively.  The interest expense is directly attributable to the conversion of the two Convertible Notes and the Promissory Note that were converted on April 19, 2024

We also had a loss of $376,000 and $0 on the conversion of two convertible notes for the three and six months ended June 30, 2024, and June 30, 2023, respectively.

Net Loss

For the six months ended June 30, 2024, we recognized a net loss from operations of $691,971, that is due to $165,748 in operating expenses, $150,404 in interest expense and $376,000 from the loss on conversion of two convertible notes.  For the six months ended June 30, 2023, we recognized a net loss from operations of  $169,487 that is due to $169,490 in operating expenses.

For the three months ended June 30, 2024, we recognized a net loss from operations of $596,316, that is due to $74,814 in operating expenses, $150,404 in interest expense and $376,000 from the loss on conversion of two convertible notes.  For the three months ended June 30, 2023, we recognized a net loss from operations of  $34,651 that was due to $34,652 in operating expenses.

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

Liquidity and Capital Resources

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

At June 30, 2024, we had a working capital deficit of $328,698. 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.

Net Cash Provided/Used in Operating Activities.

Net cash flow provided by operating activities was $80,471 for the six months ended June 30, 2024, compared to cash flow of $148,575 used in operating activities during the six months ended June 30, 2023.  The increase is mainly due to shares issued for loans and interest. 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, 2024, and June 30, 2023, our net cash used from investment activities was $90,440 and $0, respectively.

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Net Cash Provided by Financing Activities.

As of June 30, 2024, net cash provided by financing activities was $10,000 from a Promissory Note.  As of June 30, 2023, net cash provided by financing activities was $100,000 received from shares issued for cash, $30,000 received from a Note payable and $25,000 received from a Promissory note, a total of  $155,000.

Cash Position and Outstanding Indebtedness.

Our total indebtedness at June 30, 2024 was $358,934, all of which represent current liabilities. Current liabilities consist primarily of accounts payable, payroll payable, due to related party and notes payable.

At June 30, 2024, we had $30,237 of current assets and our working capital deficit was $328,698.

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

The determination that our disclosure controls and procedures were not effective as of June 30, 2024, is a result of not having adequate staffing and supervision within the accounting operations of our Company. The Company plans to expand its accounting operations as the business of the Company expands.

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

There have been no changes in our internal controls over financial reporting during the quarter ended June 30, 2024, 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, 2023, contains various risk factors at the following link:

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

For the six months ended June 30, 2024, we issued 830,018 shares of common stock  to 3 residents of Greece, 100,000 shares of common stock to a company registered in Greece, and 200,000 shares of common stock to a resident of Romania pursuant to Rule 506(b) of Regulation S of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None. 

ITEM 4. MINING SAFETY DISCLOSURE

None. 

ITEM 5. OTHER INFORMATION

None. 

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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	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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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 19, 2024	By:	/s/ Panagiotis Lazaretos
		Chief Executive Officer
		(Principal Executive Officer & Chief Executive Officer)

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

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