UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
Commission File Number
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(Exact name of small business issuer as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(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.
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).
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.
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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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(Do not check if a smaller reporting company) |
Emerging growth company |
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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
The Company has
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TABLE OF CONTENTS
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F-1 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| 2 |
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| Table of Contents |
PART I – FINANCIAL INFORMATION
Unaudited Condensed Financial Statements
of
BROOQLY, INC.
For the Nine Months Ended September 30, 2023
| F-1 |
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| Table of Contents |
BROOQLY, INC
TABLE OF CONTENTS
Unaudited Condensed Financial Statements
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Unaudited Condensed Balance Sheets as of September 30, 2023, and December 31, 2022 (audited) |
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F-4 |
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F-7 to F-12 |
| F-2 |
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| Table of Contents |
BrooqLy Inc.
Unaudited Condensed Balance Sheets
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ASSET |
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September 30, 2023 |
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December 31, 2022 Audited |
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Current Assets |
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Cash |
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$ |
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$ |
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Prepaid Expenses |
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Total Current Assets |
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Long-term Assets |
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Intangible Assets, net |
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Total Long-term Assets |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts Payable |
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$ |
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$ |
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Promissory Note |
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Interest Payable |
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Payroll Payable |
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Due to related party |
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Total Current Liabilities |
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Stockholders’ Deficit |
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Common stock, par value $
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Common stock to be issued |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ Deficit |
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Total Liabilities and Stockholders’ Deficit |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
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| Table of Contents |
BrooqLy Inc.
Unaudited Condensed Statements of Operations
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THREE MONTHS ENDED September 30, 2023 |
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THREE MONTHS ENDED September 30, 2022 |
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NINE MONTHS ENDED September 30, 2023 |
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NINE MONTHS ENDED September 30, 2022 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Total Revenue |
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Operating expenses |
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Professional fees |
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Other general and administrative costs |
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Total operating expenses |
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Loss from operations |
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(
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(
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(
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(
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Other Income |
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Interest Expense |
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(
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(
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Other Income (expense) net |
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(
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Net loss before income tax |
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(
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$ |
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(
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Provision for income taxes (benefit) |
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Net loss |
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(
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Net Loss Per Common Stock |
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- basic and fully diluted |
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$ |
(
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(
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(
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(
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Weighted-average number of |
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shares of common stock outstanding |
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- basic and fully diluted |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
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| Table of Contents |
BrooqLy Inc.
Unaudited Condensed Statements of Cash Flows
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NINE MONTHS ENDED September 30, 2023 |
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NINE MONTHS ENDED September 30, 2022 |
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Cash Flows from Operating Activities |
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Net loss |
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(
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Adjustments to reconcile net loss to net cash used in operating activities |
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Amortization |
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Shares Issued for Services |
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Shares Issued for Loan and Interest |
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Changes in assets and liabilities |
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Accounts Payable |
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(
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Payroll Payable |
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Prepaid expenses |
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(
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Accrued Interest |
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Due to related party |
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Net cash used in operating activities |
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(
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(
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Cash Flows from Investing Activities |
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Software |
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(
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Net cash used in investing activities |
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Cash Flows from Financing Activities |
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Shares issued for cash |
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Promissory Note |
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Net cash provided by financing activities |
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Net Increase (Decrease) in Cash |
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(
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Net Change in Cash |
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Cash at beginning of period |
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Cash at end of period |
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$ |
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$ |
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Supplemental Non-Cash Investing and Financing |
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Transactions |
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Reversal of Warrants |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-5 |
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| Table of Contents |
BrooqLy Inc.
Unaudited Condensed Statements of Changes in Stockholder’s Deficit
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Shares |
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Additional |
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Total |
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Common Stock |
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to be |
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Paid-in |
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Accumulated |
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Subscription |
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Stockholders’ |
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Shares |
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Amount |
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Issued |
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Capital |
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Deficit |
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Receivable |
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Deficit |
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Balance, January 1, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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Shares issued for cash |
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(
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Shares issued for services |
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Net Loss |
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(
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(
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Balance, March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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Shares issued for cash |
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Net Loss |
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(
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(
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Balance, June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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Shares issued for services |
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Shares issued for loan and interest |
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Net Loss |
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(
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(
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Balance, September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
(
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Total |
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Shares |
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Additional |
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Stockholders’ |
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Common Stock |
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to be |
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Paid-in |
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Accumulated |
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Subscription |
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Equity |
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Shares |
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Amount |
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Issued |
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Capital |
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Deficit |
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Receivable |
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(Deficit) |
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Balance, January 1, 2022 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
(
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$ |
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Shares issued for cash |
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(
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Reversal of Warrants |
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(
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(
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(
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Net Loss |
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(
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(
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Balance, March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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Shares issued for cash |
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Net Loss |
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(
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(
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Balance, June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
(
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$ |
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$ |
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Shares issued for cash |
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Shares issued for services |
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Shares to be issued |
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Net loss |
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(
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) |
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(
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) |
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Balance, September 30, 2022 |
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$ |
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$ |
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$ |
(
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) |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-6 |
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| Table of Contents |
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 social networking platform that connects people using the practice of treating products via its Platform. The participants in the Company’s Platform include:
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☐ |
Shops that register to use the Company’s Platform |
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☐ |
Sending Consumers who order “treats” for Receiving Consumers who download our app and are registered on the Company’s Platform. |
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☐ |
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 $
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”.
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.
| F-7 |
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| Table of Contents |
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
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The company has three types of revenues; a) fees charged to shops for registering with the company’s app, b) treats sent from receiving and/or sending consumers, and c) advertising from other company brands on the app.
All services are recorded at the time that control of the products is transferred to the Receiving consumers upon their redemption of their treat. In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to consumers.
Revenue recognized from contracts with customers is disclosed separately from other sources of revenue. ASC 606 includes guidance on when revenue should be recognized on a Gross (Principal) or Net (Agent) basis. The Company’s revenue is recognized primarily as performance obligations are satisfied. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period.
| F-8 |
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| Table of Contents |
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.
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 $
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.
| F-9 |
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| Table of Contents |
NOTE 4 – INTANGIBLE ASSET
As of September 30, 2023, and December 31, 2022, Intangible assets consisted of the following:
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Useful life |
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September 30, 2023 |
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December 31, 2022 |
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At cost: |
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Software platform |
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$ |
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$ |
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Less: accumulated amortization |
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(
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(
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$ |
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$ |
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On April 20, 2021, the Company entered into an agreement with Nikolaos Stratigakis to develop its online platform for a value of
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
The total value of $
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 $
As of July 1, 2023, the Company accrued salaries for its three executive officers in the amount of $
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 $
Additionally, on May 17, 2023, the Company entered into a Convertible Promissory Note Agreement with Skordilakis & Sia, IKE, who agreed to lend $
On August 29, 2023, the Company signed a Promissory note with Ms. Bridusa-Dominca Kamara for the loan amount of $
NOTE 7 – STOCKHOLDERS’ DEFICIT
Issuance of Common Stock
The Company has
For the year ended December 31, 2022, the Company issued
| F-10 |
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| Table of Contents |
On February 25, 2022, the Company cancelled
For the year ended December 31, 2022, the Company issued
For the nine months ended September 30, 2023, the Company issued
Warrants
From September 17, 2021, to December 31, 2021, the Company sold
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
Changes in Equity
For the year beginning January 1, 2023, the Company had a shareholders’ deficit balance of $
| F-11 |
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| Table of Contents |
For the year beginning January 1, 2022, the Company had a shareholders’ equity balance of $
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 9 – INCOME TAXES
The Company’s has an overall net loss and as a result there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.
The components of net deferred tax assets are as follows:
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September 30, |
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December 31, |
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2023 |
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2022 |
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Net operating loss carry-forward |
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$ |
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Less: valuation allowance |
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Net deferred tax asset |
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$ |
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$ |
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The Company had federal net operating loss carry forwards for tax purposes of approximately $
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.
| F-12 |
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| Table of Contents |
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 September 30, 2023, we had a working capital deficit of approximately $135,959. 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:
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Continual upgrading, development and integration of platform |
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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 Nine Months Ended September30, 2023 and 2022
Revenues
We had $3 in revenue for the nine months ended September 30, 2023, and $976 for the nine months ended September 30, 2022.
For the Three months ended September 30, 2023 and September 30, 2022, we generated $1 and $201 in total revenue, respectively.
Operating Expenses
Our operating expenses totaled $247,030 and $259,055 for the nine months ended September 30, 2023, and September 30, 2022, respectively. The $11,974 decrease in operating expenses is primarily attributable to a decrease in advertising and marketing expenses.
For the Three months ended September 30, 2023 and September 30, 2022, we incurred $77,539 and $142,591 respectively in total operating expenses, representing a decrease of $65,053. The decrease in operating expenses is primarily due to advertising and marketing expenses.
Other Income and Expenses
We had other income of $269 and $48 for the nine months ended September 30, 2023 and September 30, 2022, respectively. These amounts are from cashback incentives from our bank.
For the three-month period ended September 30, 2023 and September 30, 2022, the other income, which amounts are from cashback incentives from our bank, was $267 and $48, respectively,
We had interest expense of $31,864 and $0 for the three and nine months ended September 30, 2023, and September 30, 2022, respectively. The interest expense is due from the Convertible Note and the Promissory Note that the Company has entered into as of September 30, 2023.
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Net Loss
For the nine months ended September 30, 2023, and 2022, we recognized net losses from operations of $278,622 and $257,980, respectively. The net losses are directly due to $247,030 and $259,005 in operating expenses, respectively.
We anticipate losses from operations will increase during the next twelve months due to the anticipated $110,000 in legal and auditing expenses associated with maintaining a reporting company. We expect that we will continue to have net losses from operations until revenues become sufficient to offset operating expenses.
For the Three Months Ended September 30, 2023 and 2022, we recognized net losses from operations of $109,135 and $142,342, respectively. The net losses are directly due to $77,539 and $142,591 in operating expenses, respectively.
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 September 30, 2023, we had a working capital deficit of $135,959. 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.
| 4 |
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| Table of Contents |
Net Cash Used in Operating Activities.
During the nine months ended September 30, 2023, and September 30, 2022, our net cash used from operating activities was $129,870 and $91,800, respectively. The $38,069 increase is mainly due to amortization expense, interest expense and professional fees. Our primary uses of funds in operations were payments made for legal and professional fees.
Net Cash Used in Investing Activities.
For the nine months ended September 30, 2023, and September 30, 2022, our net cash used from investment activities was $22,000 and $34,907, respectively.
Net Cash Provided by Financing Activities .
As of September 30, 2023, and September 30, 2022, net cash provided by financing activities was $155,000 and $98,000, respectively.
Cash Position and Outstanding Indebtedness.
Our total indebtedness at September 30, 2023 was $169,294, all of which are considered current liabilities. Current liabilities consist primarily of accounts payable, payroll payable, due to related party and notes payable.
At September 30, 2023, we had $33,335 of current assets and our working capital deficit was $135,959.
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 September 30, 2023, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
The determination that our disclosure controls and procedures were not effective as of September 30, 2023, is a result of not having adequate staffing and supervision within the accounting operations of our Company. The Company plans to expand its accounting operations as the business of the Company expands.
MANAGEMENT’S QUARTERLY REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2023, that have materially affected or are reasonably likely to materially affect our internal controls.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A RISK FACTORS
As a smaller reporting company, we are not required to include risk factors; however, our Form 10-K for our fiscal year ending December 31, 2022, contains various risk factors at the following link:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1854526/000147793222001710/brooqly_10k.htm
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
For the nine months ended September 30, 2023, we issued 25,000 shares of common stock each to 2 residents of Turkey and 500,000 shares of common stock to a company registered in Greece 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.
| 6 |
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| Table of Contents |
ITEM 6. EXHIBITS
Exhibit Index
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Description |
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101.INS |
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XBRL Instance Document |
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101.SCH |
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XBRL Taxonomy Extension Schema Document |
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101.CAL |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF |
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XBRL Taxonomy Extension Definition Linkbase Document |
| 7 |
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| Table of Contents |
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.
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BROOQLY, INC. |
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Date: November 14, 2023 |
By: |
/s/ Panagiotis Lazaretos |
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Chief Executive Officer |
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(Principal Executive Officer & Chief Executive Officer) |
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By: |
/s/ Helen Maridakis |
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Chief Financial Officer |
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(Chief Financial Officer/Chief Accounting Officer) |
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| 8 |