UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment Number 1)

☒     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.

EXPLANATORY NOTE

We are filing this amendment to our Form 10-Q for the period ending March 31, 2022 that was filed on May 16, 2022  to correct a Scrivener’s error that states we are a shell company, which is hereby being amended to reflect that we were not a shell company during the quarterly period ending March 31, 2022.  In connection therewith, we were not  a shell company (and not designated as a shell company) as of the filing of our Form S-1 filed on December 22, 2021 nor were we a shell company (and not designated as a shell company) as of the filing of our  Form 10-K for our year end of December 31, 2021 filed on March 30, 2022 and our Form 10-K for our year end of December 31, 2022 filed on April 17, 2023. Additionally,  our operations have expanded with each periodic report occurring after our Forms 10-K for our year end of December 31, 2021 and December 31, 2022. The remainder of our disclosure remains the same with respect to the Form 10-Q as originally filed on May 16, 2022.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOQLY, INC.
Date: October 10, 2023	By:	/s/ Panagiotis Lazaretos
		Chief Executive Officer
		(Principal Executive Officer & Chief Executive Officer)

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

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