10-Q

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 March 31, 2022

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)

(224) 789-6673

(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 21,689,982 common stock shares outstanding as of May 16, 2022.

TABLE OF CONTENTS

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

2

PART I – FINANCIAL INFORMATION

Condensed Financial Statements

of

BROOQLY, INC.

For the Three Months Ended March 31, 2022

F-1

BROOQLY, INC

TABLE OF CONTENTS

Unaudited Condensed Financial Statements
Unaudited Condensed Balance Sheets as of March 31, 2022, and December 31, 2021	F-3
Unaudited Condensed Statements of Operations for the three months ended March 31, 2022, and March 31, 2021	F-4
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022, and March 31, 2021	F-5
Unaudited Condensed Statements of Changes in Stockholder’s Equity(Deficit) as of March 31, 2022, and March 31, 2021	F-6
Notes to the Unaudited Condensed Financial Statements	F-7 to F-11

F-2

BrooqLy Inc.

Unaudited Condensed Balance Sheets

	March 31, 2022			December 31, 2021 (Audited)
ASSET
Current Assets
Cash	$	3,184		$	30,035
Prepaid Expenses		204			204
Total Current Assets		3,388			30,239
Long-term Assets
Intangible Assets, net		56,640			49,260
Total Long-term Assets		56,640			49,260
Total Assets	$	60,028		$	79,498
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	40,178		$	16,214
Due to related party		15,875			5,597
Total Current Liabilities		56,053			21,811
Stockholders’ Equity
Common stock, par value $0.0001; 200,000,000 common shares authorized; 21,689,982 and 22,564,982 common shares issued and outstanding at March 31, 2022 and December 31, 2021 respectively		2,169			2,257
Additional paid in capital		357,827			432,740
Subscription Receivable		-			(88,000	)
Accumulated deficit		(356,021	)		(289,309	)
Total Stockholders’ Equity		3,975			57,687
Total Liabilities and Stockholders’ Equity	$	60,028		$	79,498

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

F-3

BrooqLy Inc.

Unaudited Condensed Statements of Operations

	THREE MONTHS ENDED March 31, 2022			PERIOD ENDED March 31, 2022
Revenue
	$	115		$	-
Total Revenue		115			-
Operating expenses
Professional fees		47,014			4,065
Other general and administrative costs		19,813			860
Total operating expenses		66,827			4,925
Loss from operations		(66,712	)		(4,925	)
Interest Expense		-			-
Other Income (expense) net		-			-
Loss before income tax	$	(66,712	)	$	(4,925	)
Provision for income taxes (benefit)		-			-
Net loss	$	(66,712	)	$	(4,925	)
Net Loss Per Common Stock - basic and fully diluted	$	(0.00	)	$	-
Weighted-average number of shares of common stock outstanding - basic and fully diluted		22,574,075			-

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

F-4

BrooqLy Inc.

Unaudited Condensed Statements of Cash Flows

	THREE MONTHS ENDED March 31, 2022			PERIOD ENDED March 31, 2022
Cash Flows from Operating Activities
Net loss for the period	$	(66,712	)	$	(4,925	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization		871			-
Changes in assets and liabilities
Accounts Payable		23,963			-
Due to related party		10,278			4,925
Net cash used in operating activities	$	(31,600	)	$	-
Cash Flows from Investing Activities
Software		(8,250	)		-
Net cash used in investing activities	$	(8,250	)	$	-
Cash Flows from Financing Activities
Shares issued for cash		12,999			-
Net cash provided by financing activities	$	12,999		$	-
Net decrease in Cash		(26,851	)		-
Change in Cash
Cash at beginning of period		30,035			-
Cash at end of period	$	3,184		$	-

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

F-5

BrooqLy Inc.

Unaudited Condensed of the Changes in Stockholder's Equity(Deficit)

	March 31, 2022
	Common Stock						Additional Paid-in			Accumulated			Subscription			Total Stockholders’ Equity
	Shares			Amount			Capital			Deficit			Receivable			(Deficit)
Balance, January 1, 2022		22,564,982		$	2,257		$	432,740		$	(289,309	)	$	(88,000	)	$	57,687
Shares issued for cash		125,000			12			24,987						(12,000	)		12,999
Shares issued for Services		-			-			-			-			-			-
Subscription Receivable		-			-			-			-			-			-
Reversal of Warrants		(1,000,000	)		(100	)		(99,900	)					100,000			-
Net Loss for the Three Months Ended March 31, 2022											(66,712	)					(66,712	)
Balance, March 31, 2022		21,689,982		$	2,169		$	357,827		$	(356,021	)	$	-		$	3,975

	March 31, 2021
	Common Stock				Additional Paid-in		Accumulated			Subscription		Total Stockholders’
	Shares		Amount		Capital		Deficit			Receivable		Deficit
Balance, February 19, 2021 (Inception)		-	$	-	$	-	$	-		$	-	$	-
Net Loss for the Three Months Ended March 31, 2021								(4,925	)				(4,925	)
Balance, March 31, 2021		-	$	-	$	-	$	(4,925	)	$	-	$	(4,925	)

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

F-6

BROOQLY, INC

Notes to the Unaudited Condensed Financial Statements

NOTE 1 – DESCRIPTION OF BUSINESS

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

The Company is a social networking platform that connects people using the practice of treating products via our Platform. The participants in our Platform include:

· Shops that register to use the Company’s Platform

· Sending Consumers who order “treats” for Receiving Consumers who download our app and are registered on the Company’s Platform.

· Receiving Consumers who receive the “treats” from Sending Consumers who have downloaded the Company’s r 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 EU Intellectual Property Office for the trademark "BROOQLY", which application was accepted on February 2, 2022.

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

Basis of Presentation

The condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless indicated otherwise. The company believes that the disclosures in these condensed financial statements are adequate and not misleading. In the opinion of management, the condensed financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of March 31, 2022, and statements of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.

The accompanying condensed financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the condensed 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 condensed 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 condensed financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

Cash and Cash Equivalents

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 has amortized their software application over the useful life of 15 years.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these condensed 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.

F-8

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2022.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company will be adopting this new accounting guidance this year, that may result in tax payable for the foreign subsidiary.

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 condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company recorded $115 in revenue for the three months ended March 31, 2022. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenues 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 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 – STOCKHOLDERS’ EQUITY

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On March 31, 2022, there were 21,689,982 common shares issued and outstanding.

For the year ended December 31, 2021, the Company issued 22,564,982 shares of common stock for cash proceeds of $265,500 and Subscription receivables of $88,000 and 247,482 shares of common stock for services rendered of $49,497.

F-9

For the three months ended March 31, 2022, the Company cancelled 1,000,000 in common shares and warrants issued to an accredited investor.  The company had entered into a subscription agreement on September 30, 2021, whereby the investor agreed to purchase up to 1,000,000 shares of common stock and 1,000,000 in warrants at $0.10 per share.  The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor. Thusly, there were no Subscription receivables as of March 31, 2022.

Warrants

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

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

On February the 23, 2022 with the Unanimous Board Resolution, the Company cancelled 1,000,000 shares issued to an investor for failure to pay $75,000 of the Aggregate Investment; as such, the investment was calculated on the basis of $0.20 per share, for which there is an adjusted number of Common Stock Shares (and no warrants) of 125,000 shares, rather than the 1,000,000 shares. The difference of 875,000 shares (will be cancelled and returned to the Company’s treasury. resulting in a decrease of the Company’s outstanding shares by 875,000 shares.  The warrants were subsequently cancelled.

Changes in Equity

For the year beginning January 1, 2022, the company had a stockholders’ equity balance of $57,688. With the cancellation of 1,000,000 common stock and warrants for a value of $100,000 and the sale of 125,000 shares of common stock for a value of $25,000, and the net loss of $66,712 for the three months ended March 31, 2022, the ending balance in equity is $3,975 as of March 31, 2022.

For the period beginning from inception, February 19, 2021, the company had a stockholders’ deficit balance of $0. With the net loss of $4,925 for the three months ended March 31, 2021, resulted in a deficit of $4,925 as of March 31, 2021.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. Such costs are immaterial to the condensed 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.

F-10

NOTE 6 – INCOME TAXES

The Company’s has an overall net loss and as a result there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

The components of net deferred tax assets are as follows:

	March 31,			December 31,
	2022			2021
Net operating loss carry-forward	$	(356,021	)	$	(289,309	)
Less: valuation allowance		356,021			289,309
Net deferred tax asset	$	-		$	-

The Company had federal net operating loss carry forwards for tax purposes of $289,309 on December 31, 2021, and $356,021 on March 31, 2022, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

NOTE 7 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2022, through the date of this filing, and has determined that there are no following material subsequent events to these condensed financial statements.

F-11

Item 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Going Concern

At March 31, 2022, we had a working capital deficit of approximately $52,665 and we have yet to commence our plan of operations. Our current liquidity resources are not sufficient to fund its 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 the Company’ ability to continue as a going concern.

Our ability to continue operations depends on its ability to generate and grow revenue and results of operations as well as its ability to access capital markets when necessary to accomplish its strategic objectives. We expect that we will continue to incur losses for 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 its operations will depend on many factors, including the ability to generate revenues and its ability to obtain capital. There is no assurance that we will be successful in any capital-raising efforts that it may undertake to fund operations and implement its business plan in the future.

Our plans to implement our Plan of Operations include the following:

· 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 Months Ended March 31, 2022 and 2021 

Revenues

We had $115 in revenues for the three months ended March 31, 2022 and $0 for the three months ended March 31, 2021.

Operating Expenses

Our operating expenses totaled $66,827 and $4,925 for the three months ended March 31, 2022 and March 31, 2021 respectively.

3

Other Income and Expenses

Net Loss

For the three months ended March 31, 2022 and 2021, we recognized net losses of $66,712 and $4,925 respectively The net losses are due to the $66,827 and $4,925 in operating expenses.

We anticipate losses from operations will increase during the next twelve months due to anticipated $76,000 in legal and accounting 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.

At March 31, 2022, we had a working capital deficit of $52,665 and have yet to procure additional investment capital. Our current liquidity resources are not sufficient 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 for 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 Used in Operating Activities.

During the three months ended March 31, 2022, and March 31, 2021, our net cash used in operating activities was $31,600 and $0, respectively. The increase is mainly due to accounts payable and receipt of Subscriptions Receivable. Our primary uses of funds in operations were payments made for legal and professional costs.

Net Cash Used in Investing Activities.

For the three months ended March 31, 2022, our net cash used from investment activities was $8,250 and $0, respectively.

Net Cash Provided by Financing Activities.

As of March 31, 2022, net cash provided by financing activities was $12,999 and $0, respectively.

Cash Position and Outstanding Indebtedness.

Our total indebtedness at March 31, 2022 was $56,053, all of which are considered current liabilities. Current liabilities consist primarily of accounts payable and due to related party.

At March 31, 2022, we had $3,388 of current assets and our working capital deficit was $52,665.

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.

4

The above discussion should be read in conjunction with our consolidated 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 March 31, 2022, 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 March 31, 2022 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 March 31, 2022 that have materially affected or are reasonably likely to materially affect our internal controls.

5

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 the FY ending December 31, 2021, 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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None. 

ITEM 4. MINING SAFETY DISCLOSURE

None. 

ITEM 5. OTHER INFORMATION

None. 

6

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 (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels 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)

____________ 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of the registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

7

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: May 16, 2022	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)

8

EX-31.1

EXHIBIT 31.1

CERTIFICATION

CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Panagiotis Lazaretos, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of brooqLy, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022	/s/ Panagiotis Lazaretos
	(Principal Executive Officer & Chief Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

CHIEF FINANCIAL OFFICER/CHIEF ACCOUNTING OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Helen Maridakis, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of brooqLy, Inc.:
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022	/s/ Helen Maridakis
	Chief Financial Officer/Chief Accounting Officer
	(Principal Financial Officer and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of brooqLy, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: May 16, 2022	/s/ Panagiotis Lazaretos
	Principal Executive Officer/Chief Executive Officer
	(Principal Executive Officer and Chief Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of brooqLy, Inc. (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

Date: May 16, 2022	/s/ Helen Maridakis
	Chief Financial Officer/Chief Accounting Officer
	(Principal Financial Officer/Chief Financial Officer/Principal Accounting Officer)

The foregoing certifications are being furnished as an exhibit to the Form 10-Q pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-Q for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Entity Registrant Name	brooqLy, Inc.
Entity Central Index Key	0001854526
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	true
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		21,689,982
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56399
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	86-2265420
Entity Interactive Data Current	Yes
Entity Address Address Line 2	Suite 209
Entity Address State Or Province	IL
Entity Address Postal Zip Code	60465
City Area Code	224
Local Phone Number	789-6673
Entity Address Address Line 1	10101 S. Roberts Road
Entity Address City Or Town	Palos Hill

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Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash	$ 3,184	$ 30,035
Prepaid Expenses	204	204
Total Current Assets	3,388	30,239
Long-term Assets
Intangible Assets, net	56,640	49,260
Total Long-term Assets	56,640	49,260
Total Assets	60,028	79,498
Current Liabilities
Accounts Payable	40,178	16,214
Due to related party	15,875	5,597
Total Current Liabilities	56,053	21,811
Stockholders' Equity
Common stock, par value $0.0001; 200,000,000 common shares authorized; 21,689,982 and 22,564,982 common shares issued and outstanding at March 31, 2022 and December 31, 2021 respectively	2,169	2,257
Additional paid in capital	357,827	432,740
Subscription Receivable	0	(88,000)
Accumulated deficit	(356,021)	(289,309)
Total Stockholders' Equity	3,975	57,687
Total Liabilities and Stockholders' Equity	$ 60,028	$ 79,498

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Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	21,689,982	22,564,982
Common stock, shares outstanding	21,689,982	22,564,982

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Statement of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Operations
Revanue	$ 115	$ 0
Total Revenue	115
Operating expenses
Professional fees	47,014	4,065
Other general and administrative costs	19,813	860
Total operating expenses	66,827	4,925
Loss from operations	(66,712)	(4,925)
Interest Expense	0	0
Other Income (expense) net	0	0
Loss before income tax	(66,712)	(4,925)
Provision for income taxes (benefit)	0	0
Net loss	$ (66,712)	$ (4,925)
Net Loss Per Common Stock - basic and fully diluted	$ 0.00	$ 0
Weighted-average number of shares of common stock outstanding - basic and fully diluted	22,574,075

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Statement of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash Flows from Operating Activities
Net loss for the period	$ (66,712)	$ (4,925)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization	871	0
Changes in assets and liabilities
Accounts Payable	23,963	0
Due to related party	10,278	4,925
Net cash used in operating activities	(31,600)	0
Cash Flows from Investing Activities
Software	(8,250)	0
Net cash used in investing activities	(8,250)	0
Cash Flows from Financing Activities
Shares issued for cash	12,999	0
Net cash provided by financing activities	12,999	0
Net decrease in Cash	(26,851)	0
Change in Cash
Cash at beginning of period	30,035	0
Cash at end of period	$ 3,184	$ 0

XML

Statement of Changes in Stockholders Deficit - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Subscription Receivable
Balance, amount at Feb. 19, 2021	$ 0	$ 0	$ 0	$ 0	$ 0
Net Loss for the Three Months Ended March 31, 2021	(4,925)			(4,925)
Balance, amount at Mar. 31, 2021	(4,925)	$ 0	0	(4,925)	0
Balance, shares at Dec. 31, 2021		22,564,982
Balance, amount at Dec. 31, 2021	57,687	$ 2,257	432,740	(289,309)	(88,000)
Net Loss for the Three Months Ended March 31, 2021	(66,712)			(66,712)
Shares issued for cash, shares		125,000
Shares issued for cash, amount	12,999	$ 12	24,987		(12,000)
Shares issued for Services	0	0	0	0	0
Subscription Receivable	0	$ 0	0	0	0
Reversal of Warrants, shares		(1,000,000)
Reversal of Warrants, amount	0	$ (100)	(99,900)		100,000
Balance, shares at Mar. 31, 2022		21,689,982
Balance, amount at Mar. 31, 2022	$ 3,975	$ 2,169	$ 357,827	$ (356,021)	$ 0

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DESCRIPTION OF BUSINESSDESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2022

DESCRIPTION OF BUSINESSDESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESSDESCRIPTION OF BUSINESS

NOTE 1 – DESCRIPTION OF BUSINESS

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

The Company is a social networking platform that connects people using the practice of treating products via our Platform. The participants in our Platform include:

· Shops that register to use the Company’s Platform

· Sending Consumers who order “treats” for Receiving Consumers who download our app and are registered on the Company’s Platform.

· Receiving Consumers who receive the “treats” from Sending Consumers who have downloaded the Company’s r 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 EU Intellectual Property Office for the trademark "BROOQLY", which application was accepted on February 2, 2022.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

The condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless indicated otherwise. The company believes that the disclosures in these condensed financial statements are adequate and not misleading. In the opinion of management, the condensed financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of March 31, 2022, and statements of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.

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

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 has amortized their software application over the useful life of 15 years.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these condensed financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The company has three types of revenues; a) fees charged to shops for registering with the company’s app, b) treats sent from receiving and/or sending consumers, and c) advertising from other company brands on the app. 

All services are recorded at the time that control of the products is transferred to the Receiving consumers upon their redemption of their treat.  In evaluating the timing of the transfer of control of products to customers, we consider several indicators, including, our right to payment, and the legal title of the products. Based on the assessment of control indicators, sales are generally recognized when products are delivered to consumers.

Revenue recognized from contracts with customers is disclosed separately from other sources of revenue. ASC 606 includes guidance on when revenue should be recognized on a Gross (Principal) or Net (Agent) basis. The Company’s revenue is recognized primarily as performance obligations are satisfied. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period.

Stock-Based Compensation

The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.

For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2022.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company will be adopting this new accounting guidance this year, that may result in tax payable for the foreign subsidiary.

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.

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GOING CONCERN

3 Months Ended

Mar. 31, 2022

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying condensed financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company recorded $115 in revenue for the three months ended March 31, 2022. The Company currently does not have sufficient working capital but is continuing its efforts to establish additional markets for sources of revenues 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 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.

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SHAREHOLDERS EQUITY

3 Months Ended

Mar. 31, 2022

Stockholders' Equity

SHAREHOLDER'S EQUITY

NOTE 4 – STOCKHOLDERS’ EQUITY

Issuance of Common Stock

The Company has 200,000,000, $0.0001 par value shares of common stock authorized. On March 31, 2022, there were 21,689,982 common shares issued and outstanding.

For the year ended December 31, 2021, the Company issued 22,564,982 shares of common stock for cash proceeds of $265,500 and Subscription receivables of $88,000 and 247,482 shares of common stock for services rendered of $49,497.

For the three months ended March 31, 2022, the Company cancelled 1,000,000 in common shares and warrants issued to an accredited investor.  The company had entered into a subscription agreement on September 30, 2021, whereby the investor agreed to purchase up to 1,000,000 shares of common stock and 1,000,000 in warrants at $0.10 per share.  The investment was in excess of $50,000 entitling the investor to receive shares and warrants at a reduced price instead of at $0.20 per share from those investors investing less than $50,000. The investor failed to pay $75,000 of the aggregate investment and the company has determined that the investor will not receive the benefit of the $0.10 per share price and its shares shall be calculated on the basis of $0.20 per share, for which there is an adjusted number of common shares (and no warrants), of 125,000 shares for the cash proceeds of $25,000 that the company received from the investor. Thusly, there were no Subscription receivables as of March 31, 2022.

Warrants

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

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

On February the 23, 2022 with the Unanimous Board Resolution, the Company cancelled 1,000,000 shares issued to an investor for failure to pay $75,000 of the Aggregate Investment; as such, the investment was calculated on the basis of $0.20 per share, for which there is an adjusted number of Common Stock Shares (and no warrants) of 125,000 shares, rather than the 1,000,000 shares. The difference of 875,000 shares (will be cancelled and returned to the Company’s treasury. resulting in a decrease of the Company’s outstanding shares by 875,000 shares.  The warrants were subsequently cancelled.

Changes in Equity

For the year beginning January 1, 2022, the company had a stockholders’ equity balance of $57,688. With the cancellation of 1,000,000 common stock and warrants for a value of $100,000 and the sale of 125,000 shares of common stock for a value of $25,000, and the net loss of $66,712 for the three months ended March 31, 2022, the ending balance in equity is $3,975 as of March 31, 2022.

For the period beginning from inception, February 19, 2021, the company had a stockholders’ deficit balance of $0. With the net loss of $4,925 for the three months ended March 31, 2021, resulted in a deficit of $4,925 as of March 31, 2021.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. Such costs are immaterial to the condensed 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.

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INCOME TAXES

3 Months Ended

Mar. 31, 2022

INCOME TAXES

INCOME TAXES

NOTE 6 – INCOME TAXES

The Company’s has an overall net loss and as a result there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

The components of net deferred tax assets are as follows:

	March 31,			December 31,
	2022			2021
Net operating loss carry-forward	$	(356,021	)	$	(289,309	)
Less: valuation allowance		356,021			289,309
Net deferred tax asset	$	-		$	-

The Company had federal net operating loss carry forwards for tax purposes of $289,309 on December 31, 2021, and $356,021 on March 31, 2022, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to March 31, 2022, through the date of this filing, and has determined that there are no following material subsequent events to these condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Basis of Presention

The condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless indicated otherwise. The company believes that the disclosures in these condensed financial statements are adequate and not misleading. In the opinion of management, the condensed financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of March 31, 2022, and statements of operations and cash flows for the three months ended March 31, 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of results for the entire year ending December 31, 2022.

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

Use of Estimates

The preparation of condensed 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 condensed 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

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 has amortized their software application over the useful life of 15 years.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these condensed 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 Icome (Loss) Per Shares

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2022.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. The Company will be adopting this new accounting guidance this year, that may result in tax payable for the foreign subsidiary.

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.

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INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2022

INCOME TAXES

Schedule of Deferred Tax Assets

	March 31,			December 31,
	2022			2021
Net operating loss carry-forward	$	(356,021	)	$	(289,309	)
Less: valuation allowance		356,021			289,309
Net deferred tax asset	$	-		$	-

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2022
Software
Estimated useful lives	15 years

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GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue	$ 115	$ 0

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SHAREHOLDERS EQUITY (Details Narrative)	1 Months Ended		3 Months Ended			12 Months Ended
	Feb. 23, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Mar. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) integer $ / shares shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) integer $ / shares shares	Jan. 01, 2022 USD ($) shares	Feb. 19, 2021 USD ($)	Feb. 09, 2021 USD ($)
Shareholders' deficit | $							$ 57,688		$ 0
Warrants issued to accredited investor			1,000,000
Cancellation of common stock and warrants	1,000,000						1,000,000
Number of common stock, sold							125,000
Receipt from sale of common stock | $							$ 25,000
Net loss | $		$ (4,925)	$ (66,712)		$ (4,925)
Equity, balance | $		$ (4,925)	$ 3,975	$ 57,687	$ (4,925)	$ 57,687		$ 0
Purchase of warrants during period			1,000,000
Purchase price per share | $ / shares			$ 0.10
Desription of investment	Aggregate Investment; as such, the investment was calculated on the basis of $0.20 per share, for which there is an adjusted number of Common Stock Shares (and no warrants) of 125,000 shares, rather than the 1,000,000 shares. The difference of 875,000 shares (will be cancelled and returned to the Company’s treasury. resulting in a decrease of the Company’s outstanding shares by 875,000 shares.		The 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.
Payment made to investor | $	$ 75,000
Purchase of common stock			1,000,000
Common Stock, Shares Authorized			200,000,000	200,000,000		200,000,000
Common Stock, Par Value | $ / shares			$ 0.0001	$ 0.0001		$ 0.0001
Common stock shares issued			21,689,982
Common stock, shares outstanding				22,564,982		22,564,982
Proceeds from issuance of common stocks | $				$ 265,500
Subscription receivable | $			$ 0	$ 88,000		$ 88,000
Shares issued for Services, shares				247,482
Shares issued for Services, amount | $						$ 49,497
Number of Investors | integer				3		3
Three Accredited Investors [Member]
Common Stock, Shares issued, amount | $				$ 200,000
Description of sale of stock				1 Common Stock Purchase Warrant for each Common Stock Share Purchased, exercisable at ten (10) cents per share ($0.10).
Warrant exercise and discount percentage, description				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.
Common Stock, Shares issued, shares				2,000,000
Sale of stock price per share | $ / shares				$ 0.10		$ 0.10

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INCOME TAXES (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
INCOME TAXES
Net operating gain loss carry-forward	$ (356,021)	$ (289,309)
Less: Valuation Allowance	356,021	289,309
Net deferred tax asset	$ 0	$ 0

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INCOME TAXES (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
INCOME TAXES
Net operating loss carry-forward	$ (356,021)	$ (289,309)