UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.1)  

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from ______ to ______

Commission File Number: 000-51815

LOGIQ INC.

(Exact name of registrant as specified in its charter)

Delaware	46-5057897
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

230 Victoria Street Bugis Junction

#15-01/08, Singapore 188024

(Address of principal executive offices, including Zip Code)

+65 9366 2322

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A

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, a 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	
		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

As of August 15, 2023, the issuer had 102,974,814 shares of common stock issued and outstanding.

EXPLANATORY NOTE

Logiq, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2023 (the “Original Form 10-Q”).

Background of Restatement

As disclosed in the Company’s Current Report on Form 8-K, as filed with the SEC on May 1, 2024, the Company is restating its previously issued audited consolidated financial statements as of and for the six month ended June 30, 2023 and December 31, 2022. Subsequent to the filing of the Original Form 10-Q, the Company determined that it had not properly value intangible assets associated with the former wholly owned subsidiary of the Company, GoLogiq Inc., and improperly treated the reverse acquisition of CreateApp business on January 27, 2022 within the reporting of subsequent events. 

1. Restatement of Financial Statements:

In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of its AppLogiq/CreateApp business to GoLogiq, Inc. (formerly Lovarra).  Management determined that   GoLogiq Inc. is the accounting acquirer in the AppLogiq/CreateApp business acquisition and the transaction was a reverse acquisition and GoLogiq Inc. (formerly Lovarra) ceased to be a shell company as a result of the CreateApp acquisition from the Company. In light of the above, GoLogiq Inc. is restating its financial statements as of and for the fiscal year ended December 31, 2022 and December 31, 2021.

The reason for the restatement by GoLogiq Inc. of its acquisition of AppLogiq/CreateApp by Lovarra from that of a reverse merger to that of a capital transaction is that Lovarra does not meet the definition of a business under ASC 805.  Under ASC 805, a business consists of inputs and processes applied to those inputs that have the ability to create outputs.  Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business.  In the context of Lovarra and its previous SEC filings, Lovarra was disclosed as a going concern risk and was not producing any outputs nor generating business revenue and, therefore, does not meet the definition of a business. So in this situation, the merger of Gologiq (a private operating entity) into Lovarra (a nonoperating public shell corporation with nominal net assets) resulted in the owners of Gologiq (the private entity) gaining control over the combined entity after the transaction, and the shareholders of Lovarra (the former public shell corporation) continuing only as passive investors. Because the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, GoLogiq Inc will restate the transaction accordingly.

The Company consolidated the results and financial statements of Createapp biz segment in its consolidated financial statements for the fiscal year ended December 31, 2021 and is now reflecting the effects of the restatement by GoLogiq Inc. its financial statements fiscal year ended December 31, 2022 and its quarterly results for the quarters ended March 31, June 30 and Sep 30, 2023.  The Company is reversing its impairment loss for CreateApp in its December 31, 2022 financial statements.

2. Change in Accounting Treatment of Reverse Acquisition:

GoLogiq Inc has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-Q. Upon further evaluation, GoLogiq Inc determined that prior quarter adjustments were necessary. GoLogiq Inc acquired substantially all the CreateApp assets from Logiq Inc in exchange for 26,350,756 of t GoLogiq Inc’s common shares at a price per share of $1.195411 (par value $0.001). The fair value of the common shares at the close of the transaction was $31,500,000, as determined by a valuation of the business, on the acquisition date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023. This Amendment presents the Company’s financial statements with reversed goodwill and intangible assets, and corresponding impairment loss on December 31, 2022.

3. Re-audit:

In connection with the restatement of the consolidated financial statements and the change in accounting treatment described above, the Company continues to engaged current auditor Centurion ZD CPA & Co. to conduct a re-audit of the affected year ended financial statements. The re-audit was performed in accordance with U.S. GAAP.

This Form 10-Q/A is presented as of the filing date of the Original Form 10-Q, does not reflect events occurring after that date, and does not modify or update disclosures in any way other than as required to reflect the fiscal quarter ended March 31,2023 restatements described below. Accordingly, this Form 10-Q/A should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Original Form 10-Q.

This Form 10-Q/A sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context.

The following items have been amended as a result of the restatement:

Part I, Item 1, “Unaudited Consolidated Condensed Financial Statement,” and

Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

In accordance with applicable SEC rules, this Form 10-Q/A includes an updated signature page and certifications of the Company’s Chief Executive Officer and Principal Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2 as required by Rule 12b-15.

Refer to Note 2, Summary of Significant Accounting Policies, Restatement of Previously Issued Consolidated Financial Statements of the Notes to Consolidated Financial Statements of this Form 10-Q/A for additional information and for the summary of the accounting impacts of the restatement of the Company’s consolidated financial statements.

LOGIQ INC.

QUARTERLY REPORT ON FORM 10-Q

June 30, 2023

PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2023 and Audited Condensed Balance sheet as of December 31, 2022	1
	Unaudited Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2023 and 2022	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	3
	Unaudited Condensed Consolidated Statement of Stockholder’s Equity for the six months ended June 30, 2023 and 2022	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II – OTHER INFORMATION		37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		40

i

PART 1 - FINANCIAL INFORMATION

ITEM 1. Financial Statements

LOGIQ INC.

Consolidated Balance Sheets

Restated  

	June 30			December 31
	2023			2022
	(Unaudited)			(Audited)
ASSETS
Non-current assets
Intangible assets, net		6,301,108			7,119,111
Property and equipment, net		63,420			85,430
Goodwill		5,577,926			5,577,926
Total non-current assets		11,942,454			12,782,467
Current assets
Accounts receivable		837,461			1,649,632
Right to use assets - operating lease		-			58,122
Prepayment, deposit and other receivables		282,244			221,591
Amount due from related party		483,921			-
Cash and cash equivalents		489,202			472,206
Total current assets		2,092,828			2,401,551
Total assets	$	14,035,282		$	15,184,018
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		3,144,656			5,073,315
Accruals		2,254,751			2,169,893
Lease liability - operating lease		-			16,589
Deposits received for share to be issued		-			260,220
Total current liabilities		5,399,407			7,520,017
Non-Current Liabilities
Other loan		10,000			10,000
Total non-current liabilities		10,000			10,000
Total liabilities	$	5,409,407		$	7,530,017
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 95,848,214 and 55,118,520 shares issued and outstanding as of June 30, 2023 and December 31, 2022 , respectively		9,585			5,512
Additional paid-in capital		108,204,431			94,829,417
Capital reserves		28,138,696			24,532,194
Accumulated deficit brought forward		(127,726,837	)		(111,713,122	)
Total stockholder's equity		8,625,875			7,654,001
Total liabilities and stockholders' equity	$	14,035,282		$	15,184,018

The accompanying notes are an integral part of these financial statements

1

LOGIQ INC.

Consolidated Statements of Operations

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Service Revenue	$	4,860,561		$	4,949,976		$	8,398,088		$	13,055,360
Cost of Service		4,330,655			3,130,360			7,582,899			9,031,083
Gross Profit		529,906			1,819,616			815,189			4,024,277
Operating Expenses
Depreciation and amortization		420,644			1,030,930			840,013			2,061,860
General and administrative		3,523,857			5,637,766			15,688,504			9,238,763
Sales and marketing		104,715			572,085			214,715			871,401
Research and development		-			1,039,094			-			2,296,178
Total Operating Expenses		4,049,216			8,279,875			16,743,232			14,468,202
(Loss) from Operations		(3,519,310	)		(6,460,259	)		(15,928,043	)		(10,443,925	)
Other (Expenses)/Income, net		(45,905	)		(582	)		(85,672	)		2,560
Net (Loss) before income tax		(3,565,215	)		(6,460,841	)		(16,013,715	)		(10,441,365	)
Income tax (Corporate tax)		-						-			-
Net (Loss)	$	(3,565,215	)	$	(6,460,841	)	$	(16,013,715	)	$	(10,441,365	)
Net (Loss) profit per common share - basic and fully diluted:		(0.0399	)		(0.1981	)		(0.2050	)		(0.3538	)
Weighted average number of basic and fully diluted common shares outstanding		89,352,752			32,620,160			78,099,797			29,511,254

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

2

LOGIQ INC.

Consolidated Statements of Cash Flows

	For the six months ended June 30,
	2023			2022
	(Unaudited)			(Unaudited)
OPERATING ACTIVITIES:
Net loss	$	(16,013,715	)	$	(10,441,365	)
Adjustments to reconciled net loss to net cash used by operating activities:
Depreciation of property, plant, and equipment		22,010			25,413
Amortization of intangible assets		818,003			2,027,191
Changes in operating assets and liabilities:
Accounts receivable		812,171			1,656,839
Prepayments, deposit and other receivables		(60,654	)		153,261
Accounts payable		(1,928,659	)		(439,361	)
Accruals		84,859			3,864
Operating lease		41,533			-
Deferred revenue		-			(9,795	)
Net cash (used in) operating activities		(16,224,452	)		(7,023,953	)
INVESTING ACTIVITIES:
Amount due from associate		-			7,208,700
Amount due from related party		(483,921	)		-
Financial assets held for resale		-			681
Net cash provided by (used in) investing activities		(483,921	)		7,209,381
FINANCING ACTIVITIES:
Proceeds from shares to be issued		(260,220	)		(312,096	)
Proceeds from stock issuance, net of expenses		16,985,589			(1,043,208	)
Net cash provided by (used in) financing activities		16,725,369			(1,355,304	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		16,996			(1,169,876	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		472,206			1,586,265
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	489,202		$	416,389
NON-CASH TRANSACTION
Issuance of shares for services received	$	12,539,023		$	2,326,347

The accompanying notes are an integral part of these financial statements

3

LOGIQ INC.

Consolidated Statements of Stockholders’ Equity

Restated  

	Common Stock *		Amount		Additional paid-in capital		Subscriptions received/Capital reserves		Accumulated (Deficit)			Stockholders’ (Deficit)/Equity
Balance December 31, 2022		55,118,520	$	5,512	$	94,829,417	$	24,532,194	$	(111,713,122	)	$	7,654,001
Issuance of shares for proceeds		19,278,526		1,928		11,064,408		3,089,814		-			14,156,150
Cancellation of shares for proceeds		-		-		-		-		-			-
Net loss for the period		-		-		-		-		(12,448,500	)		(12,448,500	)
Balance March 31, 2023		74,397,046		7,440		105,893,825		27,622,008		(124,161,622	)		9,361,651
Issuance of shares for proceeds		21,451,168		2,145		2,310,606		516,688		-			2,829,439
Cancellation of shares for proceeds		-		-		-		-		-			-
Net loss for the period		-		-		-		-		(3,565,215	)		(3,565,215	)
Balance June 30, 2023		95,848,214		9,585		108,204,431		28,138,696		(127,726,837	)		8,625,875

	Common Stock *			Amount			Additional paid-in capital		Subscriptions received/Capital reserves			Accumulated (Deficit)			Stockholders’ (Deficit)/Equity
Balance December 31, 2021		26,350,756		$	2,635		$	82,473,004	$	29,349,795		$	(82,250,113	)	$	29,575,321
Issuance of shares for proceeds		2,951,080			295			1,595,486		(4,380,399	)		-			(2,784,618	)
Cancellation of shares for proceeds		(132,320	)		(13	)		-		-			-			(13	)
Net loss for the period		-			-			-		-			(3,980,524	)		(3,980,524	)
Balance March 31, 2022		29,169,516			2,917			84,068,490		24,969,396			(86,230,637	)		22,810,166
Issuance of shares for proceeds		4,231,824			423			1,699,882		41,118			-			1,741,423
Cancellation of shares for proceeds		(6	)		-			-		-			-			-
Net loss for the period		-			-			-		-			(6,460,841	)		(6,460,841	)
Balance June 30, 2022		33,401,334			3,340			85,768,372		25,010,514			(92,691,478	)		18,090,748

The accompanying notes are an integral part of these financial statements

4

NOTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Restated  

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

Corporate Information

Logiq, Inc., formerly known as Weyland Tech, Inc., is a Delaware corporation that was incorporated in 2004. Logiq is headquartered in New York, with offices in New York City and Minneapolis, MN. The Company’s common stock is quoted on the OTCQX under the symbol “LGIQ”.

Business Overview

The Company offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of ecommerce for their clients. The Company’s solutions are provided through “DataLogiq” business, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast ecommerce landscape.

The Company, through its DataLogiq platform offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”) basis. The Company provides its digital marketing to SMBs in a wide variety of industry sectors. The Company believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. The Company recognizes revenue on our SaaS platform when provisioning services for their marketing campaigns. They also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing basis.

The Company continues to expand its portfolio of offerings and the industries they serve:

 In January 2020, the Company completed the acquisition of substantially all of the assets of Push Holdings, Inc., headquartered in Minneapolis, Minnesota. This acquired business, which the Company has rebranded as its DataLogiq division, operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA.

 On November 2, 2020, the Company completed the acquisition of Fixel AI Inc., thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of its DataLogiq product suite.

 On March 29, 2021, the Company completed the acquisition of Rebel AI, Inc., thereby acquiring its “The Rebel AI” advertising platform as a further expansion of its DataLogiq product suite.

On December 15, 2021, the Company entered into various agreements with GoLogiq, Inc. (then known as Lovarra), a Nevada corporation (“GoLogiq”) and a public reporting company that, at the time, was a majority owned subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to GoLogiq, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). GoLogiq is a fully reporting U.S. public company. In connection with the Separation, the Company announced that it intended to distribute, on a pro rata basis, 100% of the Company’s ownership interests in GoLogiq to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares was expected to occur approximately six months from completion of the Separation (the “Distribution Date”), subject to customary conditions and approvals.

On January 27, 2022, the Company completed the transfer of its AppLogiq business to GoLogiq. In connection with the completion of the transfer of AppLogiq to GoLogiq, GoLogiq issued 26,350,756 shares of its common stock to the Company (the “GoLogiq Shares”). The Company held the GoLogiq Shares until it distributed 100% of the GoLogiq Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra) upon completion of the Distribution. Logiq Inc does not have effective control of Gologiq shares prior to spin off.  As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a technical majority owned subsidiary of Logiq.

On July 27, 2022, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of GoLogiq.

5

Pending DataLogiq Spin-off

On September 9, 2022, the Company and the Company’s wholly-owned subsidiary, DLQ, Inc., a Nevada corporation (“DLQ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abri SPAC I, Inc., a Delaware corporation, (“Abri”), and Abri Merger Sub (“Merger Sub”) wherein Merger Sub will merge with and into DLQ with DLQ being the surviving company (“Surviving Company”), and a wholly owned subsidiary of Abri. The Merger is expected to close after obtaining the required approval by the stockholders of Abri and the Company, and upon the satisfaction of certain other customary closing conditions (“Closing”).

At Closing Abri will deliver to the Company $114 million worth of shares Abri common stock, par value $0.0001, at $10.00 per share (the “Merger Consideration Shares”). Also at Closing, the Company will issue a dividend to its shareholders on a pro-rata basis equal to 25% of the aggregate Merger Consideration Shares (the “Dividend Shares”), payable to the Company shareholders of record as of a record date to be set shortly before Closing. More information relating to the Merger Agreement, the dividend and the various agreements associated with the Merger Agreement can be found in the Form 8-K filed by the Company on September 12, 2022.

On May 1, 2023, the Company and DLQ into an amendment to the Merger Agreement (the “First Amendment”) with the other parties thereto, to remove the requirement that Abri have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger.

On June 8, 2023, the Company and DLQ entered into a second amendment to the Merger Agreement (the “Second Amendment”) with the other parties thereto, to (i) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (ii) waive any default of Section 9.1(i) of the Merger Agreement for having received a notice from Nasdaq for non-compliance.

On July 20, 2023, the Company, DLQ, Abri and Merger Sub entered into the Third Amendment to the Merger Agreement (the “Third Amendment”) to (i) remove provisions related to the transfer of certain intellectual property assets of Fixel AI, Inc. (“Fixel”) and Rebel AI, Inc. (“Rebel”), (ii) change the name of the Surviving Corporation to “Collective Audience, Inc.” , and (iii) increase the size of the senior financing facility from $25 Million to $30 Million.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”).

Restatement of Previously Issued Consolidated Financial Statements

1. Restatement of Financial Statements:

In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of its AppLogiq/CreateApp business to GoLogiq, Inc. (formerly Lovarra).  Management determined that   GoLogiq Inc. is the accounting acquirer in the AppLogiq/CreateApp business acquisition and the transaction was a reverse acquisition and GoLogiq Inc. (formerly Lovarra) ceased to be a shell company as a result of the CreateApp acquisition from the Company. In light of the above, GoLogiq Inc. is restating its financial statements as of and for the fiscal year ended December 31, 2022 and December 31, 2021.

The reason for the restatement by GoLogiq Inc. of its acquisition of AppLogiq/CreateApp by Lovarra from that of a reverse merger to that of a capital transaction is that Lovarra does not meet the definition of a business under ASC 805.  Under ASC 805, a business consists of inputs and processes applied to those inputs that have the ability to create outputs.  Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business.  In the context of Lovarra and its previous SEC filings, Lovarra was disclosed as a going concern risk and was not producing any outputs nor generating business revenue and, therefore, does not meet the definition of a business. So in this situation, the merger of Gologiq (a private operating entity) into Lovarra (a nonoperating public shell corporation with nominal net assets) resulted in the owners of Gologiq (the private entity) gaining control over the combined entity after the transaction, and the shareholders of Lovarra (the former public shell corporation) continuing only as passive investors. Because the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, GoLogiq Inc will restate the transaction accordingly.

The Company consolidated the results and financial statements of Createapp biz segment in its consolidated financial statements for the fiscal year ended December 31, 2021 and is now reflecting the effects of the restatement by GoLogiq Inc. its financial statements fiscal year ended December 31, 2022 and its quarterly results for the quarters ended March 31, June 30 and Sep 30, 2023.  The Company is reversing its impairment loss for CreateApp in its December 31, 2022 financial statements.    

2. Change in Accounting Treatment of Reverse Acquisition:

GoLogiq Inc has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-Q. Upon further evaluation, GoLogiq Inc determined that prior quarter adjustments were necessary. GoLogiq Inc acquired substantially all the CreateApp assets from Logiq Inc in exchange for 26,350,756 of t GoLogiq Inc’s common shares at a price per share of $1.195411 (par value $0.001). The fair value of the common shares at the close of the transaction was $31,500,000, as determined by a valuation of the business, on the acquisition date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023. This Amendment presents the Company’s financial statements with reversed goodwill and intangible assets, and corresponding impairment loss on December 31, 2022.

3. Re-audit:

In connection with the restatement of the consolidated financial statements and the change in accounting treatment described above, the Company continues to engaged current auditor Centurion ZD CPA & Co. to conduct a re-audit of the affected financial statements. The re-audit was performed in accordance with U.S. GAAP.

The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of June 30, 2023. The previously reported amounts reflect those included in the Original Filing of our Quarterly Report on Form 10-Q as of and for the months ended June 30, 2023 filed with the SEC on August 21, 2023. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the Company is the accounting acquirer in the CreateApp business acquisition and the transactions was a reverse acquisition which would not have resulted in the recognition of goodwill and intangible assets.

Logiq, Inc.

Consolidated Balance Sheets

	As of Jun 30, 2023									Year ended December 31, 2022
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
ASSETS
Intangible assets, net		6,301,108			-			6,301,108			7,119,111			-			7,119,111
Property and equipment, net		63,420			-			63,420			85,430			-			85,430
Goodwill		5,577,926			-			5,577,926			5,577,926			-			5,577,926
Total non-current assets		11,942,454			-			11,942,454			12,782,467			-			12,782,467
Current assets
Accounts receivable		837,461			-			837,461			1,649,632			-			1,649,632
Right to use assets-operating lease		-			-			-			58,122			-			58,122
Prepayment, deposit and other receivables		282,244			-			282,244			221,591			-			221,591
Amount due from related party		483,921			-			483,921			-			-			-
Cash and cash equivalents		489,202			-			489,202			472,206			-			472,206
Total current assets		2,092,828			-			2,092,828			2,401,551			-			2,401,551
Total assets		14,035,282			-			14,035,282			15,184,018			-			15,184,018
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		3,144,656			-			3,144,656			5,073,315			-			5,073,315
Accruals		2,254,751			-			2,254,751			2,169,893			-			2,169,893
Lease liability - operatig lease		-			-			-			16,589			-			16,589
Deposits received for share to be issued		-			-			-			260,220			-			260,220
Total current liabilities		5,399,407			-			5,399,407			7,520,017			-			7,520,017
Non-Current Liabilities
Other loan		10,000			-			10,000			10,000			-			10,000
Total non-current liabilities		10,000			-			10,000			10,000			-			10,000
Total Liabilities		5,409,407			-			5,409,407			7,530,017			-			7,530,017
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 95,848,214 and 55,118,520 shares issued and outstanding as of June 30, 2023 and December 31, 2022 , respectively		9,585			-			9,585			5,512			-			5,512
Additional paid-in capital		108,204,431			-			108,204,431			94,829,417			-			94,829,417
Capital reserves		47,838,696			(19,700,000	)		28,138,696			44,232,194			(19,700,000	)		24,532,194
Accumulated deficit brought forward		(147,426,837	)		19,700,000			(127,726,837	)		(131,413,122	)		19,700,000			(111,713,122	)
Total stockholders' equity		8,625,875			-			8,625,875			7,654,001			-			7,654,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		14,035,282			-			14,035,282			15,184,018			-			15,184,018

PRINCIPLES OF CONSOLIDATION

The Consolidated results include Logiq, Inc. (a Delaware Corporation) and its subsidiaries, DLQ, Inc (a Nevada Corporation)(formerly Logiq, Inc. (Nevada), Fixel AI Inc. and Rebel Inc. (collectively, also known as the DataLogiq segment). Logiq, Inc. (Delaware) results include our business segment APPLogiq, prior to the Spin off to GoLogiq Inc. and GoLogiq Inc. have been spun off while it remains a material subsidiary of the Company but no consolidation since Q1 2023. Material intercompany balances and transactions have been eliminated on consolidation.

USE OF ESTIMATES

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

6

BUSINESS COMBINATIONS

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition related expenses and integration costs are expensed as incurred.

CERTAIN RISKS AND UNCERTAINTIES

The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance.

DATALogiq is a business segment created in January 2020 from our acquisition of Push Holdings Inc, comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Push Holdings Inc. and Fixel AI Inc. DataLogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer.

We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance.

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the six months ended June 30, 2023 and 2022.

The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the six months ended June 30, 2023 and 2022 amounted to $824,916 and $2,027,191, respectively, which was included in the amortization of intangible assets expense of the accompanying consolidated statements of operations.

7

IMPAIRMENT OF LONG-LIVED ASSETS

The Company classifies its long-life assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – life intangible assets.

Long-life assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-life asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary.

The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion.

GROUP ACCOUNTING

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. Please refer to Note 5 for the Company’s accounting policy on investments in subsidiaries.

SUBSIDIARIES

When subsidiaries are excluded from consolidation on the basis that their inclusion involving expense and delay out of proportion to the value to members of the Company, investments in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement.

ASSOCIATES

Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group.

8

FINANCIAL ASSETS

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 7.

The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

The levels of the fair value hierarchy are described below:

 Level 1: Quoted prices in active markets for identical assets or liabilities.

 Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

LEASES

The Company adopted ASU 2016-02, Leases (Topic 842), on January 8, 2020, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements.

The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of June 30, 2023.

AVAILABLE-FOR-SALE INVESTMENTS

Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognized directly in profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortised cost of the available-for-sale monetary asset is recognized in profit or loss, and other changes are recognised in other comprehensive income.

ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

Accounts receivable consists of trade receivables from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote.

9

CASH AND CASH EQUIVALENTS

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or less and are readily convertible to known amounts of cash.

EARNINGS PER SHARE

Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive.

REVENUE RECOGNITION

The Company’s Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis.

The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform.

COST OF REVENUE

The Company cost of revenue comprises fees from third party cloud-based hosting services and media costs.

INCOME TAXES

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

STOCK BASED COMPENSATION

We value stock compensation based on the fair value recognition provisions ASC 718, Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period.

We do not ascertain the fair value of restricted stock awards using the Black-Scholes-Merton option pricing model.

See Note 10, Stockholders’ Equity, for further details on our stock awards.

10

RECENT ACCOUNTING PRONOUNCEMENTS

On October 2, 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

11

NOTE 3 – INTANGIBLE ASSETS, NET

As of June 30, 2023 and 2022, the Company has the following amounts related to intangible assets:

	Logiq		DataLogiq		Total
Cost as of January 1, 2023	$	1,885,330	$	22,968,391	$	24,853,721
Additions	$	-	$	-	$	-
Cost as of June 30, 2023	$	1,885,330	$	22,968,391	$	24,853,721
Amortization
Brought forward as of January 1, 2023	$	1,521,531	$	16,213,079	$	17,734,610
Charge for the period	$	62,566	$	755,437	$	818,003
Accumulated depreciation as of June 30, 2023	$	1,584,097	$	16,968,516	$	18,552,613
Net intangible assets as of June 30, 2023	$	301,233	$	5,999,875	$	6,301,108
Net intangible assets as of December 31, 2022	$	363,799	$	6,755,312	$	7,119,111

Amortization expense related to intangible assets for the three months ended June 30, 2023 and 2022 amounted to $410,275 and $1,009,988, respectively.

Amortization expense related to intangible assets for the six months ended June 30, 2023 and 2022 amounted to $818,003 and $2,027,191, respectively.

No significant residual value is estimated for these intangible assets.

The estimated future amortization expense of intangible costs as of June 30, 2023 in the next five fiscal years and thereafter is as follows:

Remaining of 2023	$	817,793
2024		1,636,078
2025		1,624,478
2026		1,510,945
2027 and thereafter		711,814
	$	6,301,108

NOTE 4 – PROPERTY AND EQUIPMENT, NET

As of June 30, 2023 and 2022, the Company has the following amounts related to property and equipment:

	Leasehold Improvements		Computer and Equipment		Total
Cost as of January 1, 2023	$	165,957	$	87,405	$	253,362
Additions	$	-		-	$	-
Cost as of June 30, 2023	$	165,957	$	87,405	$	253,362
Amortization
Brought forward as of January 1, 2023	$	100,907	$	67,025	$	167,932
Charge for the period	$	8,409	$	13,601	$	22,010
Accumulated depreciation as of June 30, 2023	$	109,316	$	80,626	$	189,942
Net property and equipment as of June 30, 2023	$	56,641	$	6,779	$	63,420
Net property and equipment as of December 31, 2022	$	65,050	$	20,380	$	85,430

Depreciation expense for the three months ended June 30, 2023 and 2022 amounted to $10,369 and $11,686, respectively.

Depreciation expense for the six months ended June 30, 2023 and 2022 amounted to $22,010 and $25,413, respectively.

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NOTE 5 – GOODWILL

	As of June 30,		As of December 31,
	2023		2022
Goodwill at cost - Push	$	4,781,208	$	4,781,208
Goodwill at cost - Fixel		296,882		296,882
Goodwill at cost - Rebel		499,836		499,836
Total		5,577,926		5,577,926
Accumulated impairment losses	$	-	$	-
Balance at end of period	$	5,577,926	$	5,577,926

Goodwill has been allocated for impairment testing purposes to the acquisition of the assets of Push Holdings Inc.

The assets were valued using a Fair Market Value basis as defined by The Financial Accounting Standards Board (FASB ASC 820-10-20). Liabilities were taken from Push Holdings Inc Consolidated Balance Sheet as of January 8, 2020.

NOTE 6 – ACCOUNTS RECEIVABLE

	June 30,			December 31,
	2023			2022
Accounts receivable - gross	$	1,440,211		$	2,252,383
Allowance for doubtful debts		(602,751	)		(602,751	)
Accounts receivable - net		837,461			1,649,632
Movement in allowance for doubtful debts
Balance as at beginning of period	$	602,751		$	155,592
Provision for bad debts		-			447,159
Reversal of the provision		-			-
Balance at end of period		602,751			602,751

Age of Impaired trade receivables

Current	$	590,102		70.5	%
1 - 30 days		121,654		14.5	%
31 - 60 days		(16,240	)	(1.9	)%
61-90 days		157,281		18.7	%
91 and over		(15,336	)	(1.8	)%
Total		837,461		100.0	%

13

NOTE 7 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES

Prepayments, deposits and other receivables consist of the following:

	As of June 30,		As of December 31,
	2023		2022
Deposit	$	180,000	$	180,000
Prepayments		102,244		41,591
	$	282,244	$	221,591

NOTE 8 – ACCRUALS

Accruals and other payable consist of the following:

	As of June 30,		As of December 31,
	2023		2022
Accruals	$	2,254,751	$	2,169,893
	$	2,254,751	$	2,169,893

14

NOTE 9 – INCOME TAX

The United States of America

Logiq, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated no taxable income for the six months ended June 30, 2023 and 2022, which, had the Company generated any taxable income, would have been subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

	As of June 30, 2023			As of December 31, 2022
U.S. statutory tax rate		21.00	%		21.00	%
Effective tax rate		21.00	%		21.00	%

As of June 30, 2023, the Company does not have any deferred tax assets.

NOTE 10 – STOCKHOLDERS’ EQUITY

Common Stock

On February 25, 2020, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of approximately 1-for-13 (the “Reverse Stock Split”).

Upon the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of the Company’s Common Stock were, without any further action by the Company, or any holder thereof, combined into and automatically became 1 share of the Company’s Common Stock. No fractional shares were issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were cancelled, and stockholders received a cash payment in an amount equal to the fair market value of such fractional shares on the effective date. All shares of Common Stock eliminated as a result of the Reverse Stock Split have been returned to the Company’s authorized and unissued capital stock, and the Company’s capital was reduced by an amount equal to the par value of the shares of Common Stock so retired.

The Reverse Stock Split did not change the Company’s current authorized number of shares of Common Stock or its par value. As such, the Company is authorized to issue up to 250,000,000 shares of Common Stock, par value $0.0001.

Issuance of Common Stock

In the year 2022 we have below common stock issuance:

15

Sale of Common Stock – March 2022

On March 30, 2022, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement with Ionic Ventures, LLC (“Ionic”), whereby the Company has the right, but not the obligation, to sell to Ionic, and Ionic is obligated to purchase up to in the aggregate $40,000,000 worth of the Company’s common stock (the “Purchase Shares”), par value $0.0001 per share (“Common Stock”). Sales of Common Stock by the Company under the Purchase Agreement will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the 24-month period commencing on March 30, 2020 (the “Primary Commencement Date”).

In connection with the execution of the Purchase Agreement, the Company is registering 2,926,000 shares of Common Stock to Ionic in connection with the purchase of $3,000,000 in shares of Common Stock (the “Primary Shares”) in connection with the initial purchase of Common Stock under the Purchase Agreement, which reflects an estimated value equal to the product of (A) the quotient of (y) the purchase amount (i.e., $3,000,000) divided by (z) the Pre-Settlement Regular Purchase Price (defined below), multiplied by (B) 125% (which Ionic may increase at its discretion). The “Pre-Settlement Regular Purchase Price” is equal to 80% of the closing price of the Common Stock on the OTCQX Market on the date immediately preceding the Company’s receipt of a purchase notice under the Purchase Agreement.

The Regular Purchase Price, which is the price at which future shares of Common Stock sold under the Purchase Agreement will be sold at, for the Purchase Shares shall equal 97% of the arithmetic average of the five lowest VWAPs during the period starting on the date that Ionic receives Pre-Settlement Regular Purchase Shares and ending on such date that the aggregate dollar volume of our common stock traded on our Principal Market equals five times the Purchase Amount, in the aggregate, subject to a five Trading Day minimum (provided, however, that each day on which Ionic has requested Purchase Shares which cannot be delivered to Ionic shall be excluded from such calculation). This is a forward pricing mechanism based on an estimate and true up and as of the date of this filing, the Regular Purchase Price has yet to be calculated.

Also, in connection with the execution of the Purchase Agreement, the Company issued a Warrant to purchase 631,579 shares of Common Stock (1.5% of the total $40,000,000 commitment amount) to Ionic for no consideration as a commitment fee, and has agreed to register the shares issuable upon exercise of the Warrant. The Warrant may be exercised for cash, but may also be exercised on a cashless exercise basis, which means the Company may not receive any proceeds from such cashless exercise. Under the Warrant, the Company does not have the right to control the timing and amount of any Warrant exercises by Ionic, except that there is a 9.99% ownership limitation blocker in the Warrant. Ionic may ultimately decide to exercise all, some or none of the Warrant.

The Company intends to register the remaining up to $37,000,000 worth of Common Stock under the Purchase Agreement, or any additional Primary Shares that may be issued after the date hereof to Ionic, or any Purchase Shares which may be issuable to Ionic as a “true up” pursuant to the initial purchase described above pursuant to a resale registration statement on Form S-1 to be filed subsequently with the Securities and Exchange Commission (the “SEC”). The Company and Ionic entered into a Registration Rights Agreement (the “RRA”) dated as of March 30, 2022, for such purpose.

Actual sales of Common Stock to Ionic under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, an effective resale registration statement, which is a condition to the commencement of additional sales under the Purchase Agreement (each, a “Secondary Commencement”), market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

The Company expects that any net proceeds received by the Company from sales to Ionic under the Purchase Agreement will be used for working capital and general corporate purposes.

The purchase price of the Common Stock purchased by the Ionic under the Purchase Agreement will be derived from prevailing market prices of the Company’s Common Stock immediately preceding the time of sale. The Company will control the timing and amount of future sales, if any, of Common Stock to Ionic. Ionic has no right to require the Company to sell any Common Stock to it, but Ionic is obligated to make purchases as the Company directs, subject to certain conditions.

The Purchase Agreement and the RRA each contains certain representations, warranties, covenants, closing conditions and indemnification and termination provisions by, between and for the benefit of the parties which are customary of transactions of this nature. Ionic may not assign or transfer its rights and obligations under the Purchase Agreement.

The issuance of the Primary Shares and the shares issuable upon exercise of the Warrant have been registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-259851) (the “Registration Statement”), and the related base prospectus included in the Registration Statement dated October 8, 2021, as supplemented by a prospectus supplement to be filed on or about March 31, 2022 (the “Prospectus Supplement”).

Effective March 16, 2023, the Company and Ionic mutually agreed to terminate the Purchase Agreement and Registration Rights Agreement (the “Termination”). In connection with the Termination, the Company filed a withdrawal of its Resale Registration Statement on Form S-1 confirming no additional shares were offered or sold under the Resale Registration Statement. As such, the Company has terminated the right to register for sale the additional $37,000,000 in additional Common Stock as a result of the Termination and no additional shares will be issued or sold under such agreements.

16

Battle Bridge Acquisition – March 2022

On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a company beneficially owned entirely by the Company (the “Buyer”), Section 2383 LLC, a Wyoming limited liability company (“Seller”), Travis Phipps, an individual (“Phipps”) and Robb Billy (“Billy” and, together with Phipps, the “Founders”) and Travis Phipps, as Representative, entered into an asset purchase agreement (the “Battle Bridge Purchase Agreement”) whereby the Buyer agreed to purchase from Seller and Seller agreed to sell to Buyer substantially all of the assets of Seller which represents the “Battle Bridge Labs” business (the “Battle Bridge Assets”) (collectively, the “Transaction”). The consummation of the Transaction (the “Closing”) occurred simultaneously with execution of the Battle Bridge Purchase Agreement on March 31, 2022.

As consideration for the Buyer’s acquisition of the Battle Bridge Assets, the Company agreed to pay $3,250,000 (the “Purchase Price”) which consisted of $250,000 in cash (the “Cash Consideration”) and the issuance of 2,912,621 shares of restricted common stock of the Company at $1.03 per share (the “Stock Consideration”) (representing $3,000,000in Stock Consideration) which was the volume weighted average price (VWAP) of the Company’s common stock as reported by Bloomberg LP for the twenty (20) trading days immediately prior to Closing. $500,000 in Stock Consideration was retained by the Company at the Closing and held as partial security to satisfy indemnification claims for a period of 12 months following the Closing.

In addition, the recipients of the Stock Consideration agreed to sign lock-up and leak-out agreements which provide that, following a 6-month lock-period and ending 18 months after Closing, any sales of the Company’s common stock by such recipients do not exceed one percent (1%) of the then applicable thirty (30) day trading average volume of the Company’s common stock as of such date.

During the year ended December 31, 2022, a total of 5,817,274 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 22,950,490 shares with par value of $0.0001 per share were issued to various stockholders.

17

During the three months ended March 31, 2023, a total of 19,278,526 shares with par value of $0.0001 per share were issued to various stockholders.

During the three months ended June 30, 2023, a total of 21,451,168 shares with par value of $0.0001 per share were issued to various stockholders.

Cancellation of Common Stock

During the year ended December 31, 2022, 132,326 shares with par value of $0.0001 per share were cancelled by various stockholders.

During the three months ended March 31, 2023, no shares were cancelled.

During the three months ended June 30, 2023, no shares were cancelled.

Stock-Based Compensation

For the three months ended March 31, 2023 for Logiq, Inc., a total of 7,058,398 shares of common stock were issued for stock-based compensation to consultants.

For the three months ended June 30, 2023 for Logiq, Inc., a total of 1,150,455 shares of common stock were issued for stock-based compensation to consultants.

NOTE 11 – (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended and six months ended June 30, 2023 and 2022, respectively:

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Numerator - basic and diluted
Net (Loss)		(3,565,215	)		(6,460,841	)		(16,013,715	)		(10,441,365	)
Denominator
Weighted average number of common shares outstanding - basic and diluted		89,352,752			32,620,160			78,099,797			29,511,254
(Loss) per common share - basic and diluted		(0.0399	)		(0.1981	)		(0.2050	)		(0.3538	)

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Leases

Operating lease

In 2020, through the Push acquisition, the Company was assigned an operating lease for approximately 30,348 square feet of office and warehouse space located in Minneapolis, Minnesota, at a rate of $367,200 per annum. The terms of the lease acquired were to expire on December 31, 2021. On September 1, 2021, the operating lease was amended to reduce the square footage leased to 26,954 at a rate of $26,300 per month. On November 1, 2021, the operating lease was amended to further reduce the square footage leased to 12,422 at a rate of $17,500 per month to expire on December 31, 2022; however, the lease was extended from January 1, 2023 through April 30, 2023 at a rate of $4,150 per month. 

Under the amended contract, there was no operating lease right-of-use asset and liability at June 30, 2023 and an operating lease right-of-use asset and liability of $58,122 and $16,589 at December 31, 2022, respectively, utilizing an effective present value rate at 3.25%.

For the six months ended June 30, 2023 and 2022, the Company recorded approximately $58,122 and $102,338 in amortization expense, respectively. The Company’s net rental expense was approximately $76,188 and $105,000 for the six-months ended June 30, 2023 and 2022, respectively.  As of June 30, 2023, the lease has expired and there is no additional commitment.

18

Legal proceedings

From time to time, the Company may become involved in litigation. Management is not currently aware of any litigation matters or other contingencies that could have a material adverse effect on the financial position, results of operations, or cash flows of the Company.

NOTE 13 – SEGMENT INFORMATION

The Group has determined that it operates in two operating and reportable business segments: AppLogiq and DataLogiq. The Company determined its reportable segments based on operating and financial reports regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer (“CEO”).

The AppLogiq reportable segment is comprised of the accounts of CreateApp and Corporate activities.

The DataLogiq reportable segment is comprised of the subsidiaries of DLQ, Inc. (formerly Logiq, Inc. (a Nevada corporation)), Fixel AI, Inc. and Rebel AI Inc.

The following table presents the segment information for the three months and six months ended June 30, 2023 and 2022:

	For the three months ended June 30,						For the six months ended June 30,
	2023			2022			2023			2022
Logiq (Delaware) prior to Spin off CreateApp
Segment operating income	$	-		$	-		$	-		$	-
Other corporate expenses, net		2,534,824			1,764,522			13,424,199			1,507,992
Total operating (loss) income		(2,534,824	)		(1,764,522	)		(13,424,199	)		(1,507,992	)
Gologiq incl CreateApp post Spin off
Segment operating income	$	-		$	1,633,375		$	-		$	4,942,392
Other corporate expenses, net		-			2,280,192			-			6,979,832
Total operating (loss)		-			(646,817	)		-			(2,037,440	)
DLQ incl DATALogiq
Segment operating income	$	4,860,561		$	3,316,601		$	8,398,088		$	8,112,968
Other corporate expenses, net		5,890,952			7,366,103			10,980,691			15,008,901
Total operating (loss)		(1,030,391	)		(4,049,502	)		(2,582,603	)		(6,895,933	)
Consolidated
Segment operating income	$	4,860,561		$	4,949,976		$	8,398,088		$	13,055,360
Other corporate expenses, net		8,425,776			11,410,817			24,411,803			23,496,725
Total operating (loss)		(3,565,215	)		(6,460,841	)		(16,013,715	)		(10,441,365	)

Significant Customers

No revenues from any single customer exceeded 10% of total net revenues for the three months and six months ended June 30, 2023 and 2022.

19

NOTE 14 – GEOGRAPHICAL INFORMATION

Revenue by geographical region for the three months and six months ended June 30, 2023 and 2022 were as follows:

	For the three months ended June 30,				For the three months ended June 30,
	2023		%		2022		%
Southeast Asia	$	2,430,281		50.0	$	1,658,301		33.5
EU		1,215,140		25.0		829,150		16.8
South Korea		729,084		15.0		497,490		10.1
Africa		486,055		10.0		331,660		6.7
North America		-		-		1,633,375		33.0
Total revenue	$	4,860,561		100.0	$	4,949,976		100.0

	For the six months ended June 30,				For the six months ended June 30,
	2023		%		2022		%
Southeast Asia	$	4,199,044		50.0	$	4,056,484		31.1
EU		2,099,522		25.0		2,028,242		15.5
South Korea		1,259,713		15.0		1,216,945		9.3
Africa		839,808		10.0		811,297		6.2
North America		-		-		4,942,392		37.9
Total revenue	$	8,398,088		100.0	$	13,055,360		100.0

NOTE 15 – BUSINESS COMBINATIONS

Push Holdings Inc.

On January 8, 2020, the Company acquired substantially all the assets of Push Holdings Inc in exchange for 35,714,285 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $14,285,714.

The acquisition of substantially all the assets of Pushing Holding was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of Logiq Inc (Nevada)’s operations included in the Company’s consolidated financial statements from January 9, 2020. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed.

During the year ended December 31, 2020, the Company, through its wholly-owned subsidiary, Logiq Inc (Nevada) acquired substantially all of the assets of Push Holdings, Inc. The fair values of assets acquired and liabilities assumed were as follows:

Cash and cash equivalents	$	574,572
Restricted cash		1,025,000
Accounts receivable, net		709,053
Prepaid expenses and other current assets		11,940
Property, plant and equipment		225,126
Intangible assets		8,250,000
Accounts payable		(367,091	)
Accrued expenses and other current liabilities		(424,094	)
Due to parent company		(500,000	)
Goodwill		4,781,208
Net assets acquired	$	14,285,714

Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Push has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Push Holdings would have paid if Push Holdings did not own the software technology.

On the acquisition date, goodwill of $4,781,208 and other intangible assets of $8,250,000 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.

20

The Company incurred some accounting and legal fees related to the acquisition of the assets of Push Holdings. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021.

In the consolidated statements of operations, revenues and expenses include the operations of Logiq Inc (Nevada) since January 9, 2020, which is the day after the acquisition date.

Fixel AI Inc.

On November 2, 2020, the Company acquired Fixel AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $8.86.

On the closing date, the Company issued 564,467 restricted shares of its common stock to Fixel Stockholders, of which the shares allocated to the Fixel stockholders that are residents of Israel (“Israel Stockholders”) will be delivered to an independent third-party escrow (the “Escrow Shares”), where (i) such shares will be released to Israel Stockholders upon each Israel Stockholder’s compliance with the 104H tax ruling issued by certain tax authorities of Israel in connection with the Merger and (ii) shares held by Founders making up approximately 20% of the shares issued will be held subject to offset for indemnification purposes. The Shares were issued at a trailing twenty (20) day VWAP of $8.86 per share.

The fair values of assets acquired and liabilities assumed were as follows:

Cash and cash equivalents	$	67,167
Restricted cash		10,229
Accounts receivable, net		29,036
Prepaid expenses and other current assets		20,963
Intangible assets		4,678,422
Accounts payable		280
Accrued expenses and other current liabilities		(47,021	)
Deferred revenue		(55,958	)
Goodwill		296,882
Net assets acquired	$	5,000,000

Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Fixel has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Fixel would have paid if Fixel did not own the software technology.

On the acquisition date, goodwill of $296,882 and other intangible assets of $4,678,422 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.

The Company incurred some accounting and legal fees related to the acquisition of the assets of Fixel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021.

In the consolidated statements of operations, revenues and expenses include the operations of Fixel AI, Inc. since November 3, 2020, which is the day after the acquisition date.

Rebel AI Inc.

On March 29, 2021, the Company acquired Rebel for a total cash consideration of $1,126,000 and in exchange for 1,032,056 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $6.00.

21

On the Closing Date, the Company issued 1,032,056 restricted shares of its common stock to Rebel Stockholders, and at a trailing twenty (20) day VWAP of $6.00 per share.

Cash and cash equivalents	$	7,736
Accounts receivable, net		10,052
Prepaid expenses and other current assets		14,617
Property, plant and equipment		28,236
Intangible assets		6,789,969
Accrued expenses and other current liabilities		(32,110	)
Goodwill		499,836
Net assets acquired	$	7,318,336

Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Rebel has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Rebel would have paid if Rebel did not own the software technology.

On the acquisition date, goodwill of $499,836 and other intangible assets of $6,789,969 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.

The Company incurred some accounting and legal fees related to the acquisition of the assets of Rebel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the period ended March 31, 2021.

In the consolidated statements of operations, revenues and expenses include the operations of Rebel AI, Inc. since March 29, 2021, which is the day after the acquisition date.

Battle Bridge Labs LLC

On March 31, 2022, DLQ completed the acquisition of certain customer contractual agreements of Battle Bridge Labs, LLC, including those of Section 2383 LLC, a Tulsa, Oklahoma-based digital brand marketing agency. The purchase price was $3,250,000 and consisted of the issuance of 2,912,621 shares of restricted common stock of Logiq, Inc. with a fair value of $3,000,000 and cash consideration of $250,000.

DLQ considers the Intangible asset acquired, comprising certain customer contractual agreements, to be at fair value and there is no goodwill arising.

The fair values of assets acquired assumed were as follows:

Intangible assets	$	3,250,000
Goodwill		-
Net assets acquired	$	3,250,000

AppLogiq Spin-Off

On July 27, 2022, the Company completed the Distribution and Spin Off. Logiq Inc does not have effective control of Gologiq shares prior to spin off.  As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a technical majority owned subsidiary of Logiq.

The Company recognized an impairment loss of $19,700,000 following a revaluation on February 28, 2023 to $11,800,000 as compared to $31,500,000 at December 31, 2021 as shown below.

	Intangible assets			Goodwill			Total
Brought forward at January 1, 2022		24,000,000			7,500,000			31,500,000
Impairment loss in the year		(15,032,000	)		(4,668,000	)		(19,700,000	)
Carried forward at December 31, 2022		8,968,000			2,832,000			11,800,000

The Company has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-Q. Upon further evaluation, the Company determined that prior quarter adjustments were necessary. GoLogiq Inc acquired substantially all the CreateApp assets from Logiq Inc in exchange for 26,350,756 of the Company’s common shares at a price per share of $1.195411 (par value $0.001). The fair value of the common shares at the close of the transaction was $31,500,000, as determined by a valuation of the business, on the acquisition date, comprising goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded.

The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023. This Amendment presents the Company’s financial statements with reversed goodwill and intangible assets, and corresponding impairment loss on December 31, 2022

22

Park Place Payments Inc.

Share Exchange Agreement

On April 25, 2023, the Company, Park Place, and the Stakeholders consummated the transactions contemplated by the Share Exchange Agreement.  Pursuant to the Share Exchange Agreement, at the Closing (as defined therein), the Company shall acquire all of the issued and outstanding shares of common stock of Park Place, and in exchange has committed to issue and sell an aggregate of fourteen million six hundred fifty-two thousand seven hundred ninety-eight (14,652,798) shares of common stock of the Company to Park Place, which are to be held in escrow and distributed to the Stakeholders pursuant to the terms of the Share Exchange Agreement (the “Exchange Shares”)(such transactions, collectively the “Share Exchange”).  A certain number of the Exchange Shares, being nine million seven hundred sixty-eight thousand five hundred thirty-two (9,768,532) shares, are subject to the achievement by Park Place of earnout provisions pursuant to the terms of the Share Exchange Agreement.

The Exchange Shares issued pursuant to the Share Exchange have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state, and therefore, cannot be resold, pledged, assigned or otherwise disposed of by the holders thereof, absent such registration or an applicable exemption from such registration requirements, and will be subject to further contractual restrictions on transfer as described in the Share Exchange Agreement.

All descriptions of the Share Exchange Agreement herein are qualified in their entirety by reference to the text thereof filed as Exhibit 2.10 hereto, which is incorporated herein by reference. The Share Exchange Agreement governs the contractual rights between the parties in relation to the transactions contemplated thereby and contains customary representations and warranties and pre- and post-closing covenants of each party. The Share Exchange Agreement is not intended to be, and should not be relied upon as, making disclosures regarding any facts and circumstances relating to the Company or Park Place. The Share Exchange Agreement is described in this Current Report and attached as Exhibit 2.10 hereto only to provide investors with information regarding the terms and conditions of the Share Exchange Agreement, and, except for its status as a contractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or Park Place or the actual conduct of their respective businesses during the pendency of the Share Exchange Agreement, or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the Securities Exchange Commission (the “SEC”).

On April 21, 2023, the Company received a cease trade order from the Ontario Securities Commission (“OSC”) and, on May 12, 2023, a corresponding notice of delisting related to its listing and trading in Canada on the NEO Exchange (now known as CBOE Canada). As a result of the OSC order and NEO notice, the Company no longer trades in Canada. The Company still is quoted on the OTCQX market in the United States as its primary market.

NOTE 16 – SUBSEQUENT EVENTS

On May 1, 2023, the Company and DLQ into an amendment to the Merger Agreement (the “First Amendment”) with the other parties thereto, to remove the requirement that Abri have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger.

On June 8, 2023, the Company and DLQ entered into a second amendment to the Merger Agreement (the “Second Amendment”) with the other parties thereto, to (i) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (ii) waive any default of Section 9.1(i) of the Merger Agreement for having received a notice from Nasdaq for non-compliance

Third Amendment to Merger Agreement with Abri SPAC I, Inc.

On July 20, 2023, the Company, DLQ, Abri and Merger Sub entered into the Third Amendment to the Merger Agreement (the “Third Amendment”) to (i) remove provisions related to the transfer of certain intellectual property assets of Fixel AI, Inc. (“Fixel”) and Rebel AI, Inc. (“Rebel”), (ii) change the name of the Surviving Corporation to “Collective Audience, Inc.”, and (iii) increase the size of the senior financing facility from $25 Million to $30 Million.

Submission of Matters to a Vote of Security Holders:

On October 23, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”). 

The proposals voted on at the Special Meeting were to: (1) authorize the transactions contemplated under the Merger Agreement dated as of September 9, 2022, as amended (the “Merger Agreement”), by and among Abri Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and a wholly owned subsidiary of Abri SPAC I, Inc. (“Abri”), DLQ Parent, and DLQ, Inc., a Nevada corporation (“DLQ”) a subsidiary of DLQ Parent. Pursuant to the terms of the Merger Agreement, a business combination between Abri and DLQ will be effected through the merger of Merger Sub with and into DLQ, with DLQ surviving the merger as a wholly owned subsidiary of Abri (the “Business Combination” or “Merger”); and (2) proposal to amend our certificate of incorporation, as amended, to effect, at the discretion of our board of directors, a reverse stock split of our issued and outstanding shares of common stock (the “Reverse Split Authorization”), par value $0.0001 per share, such split to combine a number of outstanding shares of common stock at a ratio of not less than five (5) shares and not more than fifty (50) shares, into one share of common stock, such ratio to be determined by our board of directors at any time prior to twelve (12) months from the date of stockholder approval, without further approval or authorization of our stockholders.

Both proposals have were passed by shareholders. As of date of this filing, no action has been taken in connection with the Reverse Split Authorization.

Spin off of DLQ, Inc. has successfully closed:

As previously announced, on September 12, 2022, Abri SPAC I, Inc., a Delaware corporation (“Abri”), Abri Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Abri (“Merger Sub”), Logiq, Inc., a Delaware corporation (the “Company”) and, DLQ, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“DLQ”) entered into a Merger Agreement (the “Merger Agreement”).

As previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on October 25, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”), at which holders of 59,902,368 or 56.89% shares of Company Common Stock ( the “Company Common Stock”) were present in person or by proxy, constituting a quorum for the transaction of business. Only stockholders of record as of the close of business on September 25, 2023, the record date (the “Record Date”) for the Special Meeting, were entitled to vote at the Special Meeting. As of the Record Date, 105,284,314 shares of Company Common Stock were outstanding and entitled to vote at the Special Meeting.

On November 2, 2023 (the “Closing Date”), the Business Combination, including the Merger, was completed (the “Closing”).  In connection with the Closing, on November 2, 2023, the Company declared a Dividend distribution of the 3,762,000 shares of Abri common stock, at a ratio of 0.027 shares of Abri common stock per each 1 share of Company common stock to the Company’s shareholders as of record as of the Dividend Record Date. 

The actual date of delivery and receipt of such Abri common stock by holders of record as of Dividend Record Date may be delayed due to administrative matters and will vary on a case-by-case basis depending on how such shares are held by such holders (e.g. as registered holders, street name, etc.). Certain Company stockholders which are entitled to 1,500,000 of such Logiq Dividend shares agreed to become subject to an Escrow Agreement  (the “Reset Shares”), which shares may be released to certain institutional investors to cover any reset in the amount of Consideration Shares to cover a $5 million investment in DLQ (the “DLQ Investment”)  in the form of convertible promissory notes issued by DLQ (the “DLQ Notes”). Additionally, As disclosed in that certain Form 8-K filed with the SEC on September 8, 2023, an aggregate of $5,000,000 of DLQ Notes converted into shares of common stock of DLQ representing an aggregate of 14% of DLQ and were exchanged for an aggregate of 1,600,000 Consideration Shares. The remaining 53% of Consideration Shares were issued to the Company and are subject to an 11-month lock-up, as well as a separate escrow account which shall be released once such the DLQ Investors recoup their original investment amounts.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information has been updated to reflect the restatement of our audited consolidated financial statements as described in the “Explanatory Note” at the beginning of this Form 10-Q/A and in Note 2, Summary of Significant Accounting Policies, Restatement of Previously Issued Consolidated Financial Statements, in the Notes to Consolidated Financial Statements of this Form 10-Q/A.

The following discussion and analysis of our financial condition and operating results should be read in conjunction with our consolidated financial statements and related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This document contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking statements. The forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Frequently, but not always, forward-looking statements are identified by the use of the future tense and by words such as “believes,” expects,” “anticipates,” “intends,” “will,” “may,” “could,” “would,” “projects,” “continues,” “estimates” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements contained or incorporated by reference in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs, or current expectations. Among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) and set forth elsewhere in this document and in our other filings with the SEC. Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events, or otherwise.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

 “Logiq, Inc. (Delaware) (formerly known as Weyland) the “Company,” “we,” “us,” or “our,” are to the business of Logiq, Inc. (Delaware), a Delaware corporation and AppLogiq;

 DataLogiq and DLQ, Inc., a Nevada corporation, business segment;

 “SEC” are to the Securities and Exchange Commission;

 “Securities Act” are to the Securities Act of 1933, as amended;

 “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

Overview

The Company offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of ecommerce for their clients. The Company’s solutions are provided through “DataLogiq” business, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast ecommerce landscape.

The Company, through its DataLogiq platform offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”) basis. The Company provides its digital marketing to SMBs in a wide variety of industry sectors. The Company believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. The Company recognizes revenue on our SaaS platform when provisioning services for their marketing campaigns. They also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing basis.

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Recent Corporate Developments

AppLogiq Spin-Off

On December 15, 2021, the Company entered into various agreements with GoLogiq, Inc. (then known as Lovarra), a Nevada corporation (“GoLogiq”) and a public reporting company that, at the time, was a majority owned subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to GoLogiq, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). GoLogiq is a fully reporting U.S. public company. In connection with the Separation, the Company announced that it intended to distribute, on a pro rata basis, 100% of the Company’s ownership interests in GoLogiq to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares was expected to occur approximately six months from completion of the Separation (the “Distribution Date”), subject to customary conditions and approvals.

On January 27, 2022, the Company completed the transfer of its AppLogiq business to GoLogiq. In connection with the completion of the transfer of AppLogiq to GoLogiq, GoLogiq issued 26,350,756 shares of its common stock to the Company (the “GoLogiq Shares”). The Company held the GoLogiq Shares until it distributed 100% of the GoLogiq Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra) upon completion of the Distribution. Logiq Inc does not have effective control of Gologiq shares prior to spin off.  As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a technical majority owned subsidiary of Logiq.

As of June 30, 2022, the Company controlled, through one of its subsidiaries, approximately 3.36% of the GoLogiq’s issued and outstanding shares of common stock.

Pending DataLogiq Spin-off

On September 9, 2022, the Company and the Company’s wholly-owned subsidiary, DLQ, Inc., a Nevada corporation (“DLQ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abri SPAC I, Inc., a Delaware corporation, (“Abri”), and Abri Merger Sub (“Merger Sub”) wherein Merger Sub will merge with and into DLQ with DLQ being the surviving company (“Surviving Company”), and a wholly owned subsidiary of Abri. The Merger is expected to close after obtaining the required approval by the stockholders of Abri and the Company, and upon the satisfaction of certain other customary closing conditions (“Closing”).

At Closing Abri will deliver to the Company $114 million worth of shares Abri common stock, par value $0.0001, at $10.00 per share (the “Merger Consideration Shares”). Also at Closing, the Company will issue a dividend to its shareholders on a pro-rata basis equal to 25% of the aggregate Merger Consideration Shares (the “Dividend Shares”), payable to the Company shareholders of record as of a record date to be set shortly before Closing. More information relating to the Merger Agreement, the dividend and the various agreements associated with the Merger Agreement can be found in the Form 8-K filed by the Company on September 12, 2022.

On May 1, 2023, the Company and DLQ into an amendment to the Merger Agreement (the “First Amendment”) with the other parties thereto, to remove the requirement that Abri have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger.

On June 8, 2023, the Company and DLQ entered into a second amendment to the Merger Agreement (the “Second Amendment”) with the other parties thereto, to (i) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (ii) waive any default of Section 9.1(i) of the Merger Agreement for having received a notice from Nasdaq for non-compliance.

On July 20, 2023, the Company, DLQ, Abri and Merger Sub entered into the Third Amendment to the Merger Agreement (the “Third Amendment”) to (i) remove provisions related to the transfer of certain intellectual property assets of Fixel AI, Inc. (“Fixel”) and Rebel AI, Inc. (“Rebel”), (ii) change the name of the Surviving Corporation to “Collective Audience, Inc.”, and (iii) increase the size of the senior financing facility from $25 Million to $30 Million.

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COVID-19 Effect

Due to the unprecedented effect and related impact of Covid-19 pandemic, the Company has experienced a push back from the Company’s resellers and white label distributors from April 2020, for its Platform as a Service pay-to-use subscription basis. The Company is expecting an uncertain outlook in its service revenues, as its operations in South East Asia are currently being disrupted by the continuing impact of Covid-19 pandemic. In particular, our PAY/GOLogiq associate revenues have been reduced as offices and compulsory lock down protocols are being implemented, which are expected to be in force until the majority of the populous have been vaccinated through to the end of calendar year 2022.

Components of Results of Operations

Revenue (Service)

The Company’s DataLogiq revenues are derived through the management of online advertising campaigns on behalf of customers, which include per-impression, and cost per acquisition (“CPA”) arrangements as well as the delivery of qualified leads.

In 2020, during COVID-19, we pursued a path towards higher gross profit margins which involved an elimination of lower margin business and increase of direct sales/marketing. This caused a reduction in overall revenue but successfully yielded higher margins more than double over the course of the following year. Given the recent decline in the stock market and specifically in the price of technology stocks, we felt that it was time to replicate the same strategy and evaluate a higher margin path again.

Cost of Revenue (Service)

Cost of revenue primarily consists of fees from cloud-based hosting services and personnel costs. Personnel costs consist of wages, bonuses, benefits, and stock-based compensation expenses. Allocated overhead costs consist of certain facilities and utility costs. We expect cost of revenue to increase in absolute dollars, as product revenue increases.

The Company’s DataLogiq digital marketing analytics business segment cost of revenue is primarily generated by media cost to power our assets.

Operating Expenses

Our operating expenses consist of general and administrative, depreciation and amortization, and research and development expenses. Salaries and personnel-related costs, benefits, and stock-based compensation expense, are the most significant components of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities and utility costs.

General and Administrative – General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources and fees for third-party professional services, as well as allocated overhead. We expect our general and administrative expense to increase in absolute dollars as we continue to invest in growing the business.

Depreciation and amortization – Depreciation and amortization expense consists primarily of amortization of development costs and trademark for our software platforms.

Research and Development – Research and development expense consists primarily of employee compensation and related expenses, allocated overhead, and developments to our website, e-commerce, and mobile app platforms. We expect our research and development expenses to increase in absolute dollars as we continue to invest in new and existing products and services.

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Other Income (Expense), net

Other income consists of income received for activities outside of our core business. In 2021, this includes interest from US based financial asset money market funds.

Other (expense) consists of expense for activities outside of our core business. In 2021, DataLogiq incurred early withdrawal fees from an escrow account relating to Conversion Point Technologies.

Provision for Income Taxes

Provision for income taxes consists of estimated income taxes due to the United States, foreign countries, and the respective taxing authorities in jurisdictions in which we conduct business.

Results of Operation

Results of Operations for the Three Months ended June 30, 2023 and 2022

The following sets forth selected items from our statements of operations and the percentages that such items bear to net sales for the three months ended June 30, 2023 and 2022 (Because of rounding, numbers may not foot). The Consolidated results include Logiq, Inc. (a Delaware Corporation) and its subsidiaries, DLQ, Inc (a Nevada Corporation)(formerly Logiq, Inc. (Nevada), Fixel AI Inc. and Rebel Inc. (collectively, also known as the DataLogiq segment).

Consolidated Results of Operations

	For the three months ended
	June 30, 2023					June 30, 2022					Change
Revenue (service)	$	4,860,561		100.0	%	$	4,949,976		100.0	%	$	(89,415	)	(1.8	)%
Cost of revenues (service)		4,330,655		89.1			3,130,360		63.2			1,200,295		38.3
Gross profit		529,906		10.9			1,819,616		36.8			(1,289,710	)	(70.9	)
Depreciation and amortization		420,644		8.7			1,030,930		20.8			(610,286	)	(59.2	)
General and administrative		3,523,857		72.5			5,637,766		113.9			(2,113,909	)	(37.5	)
Sales and marketing		104,715		2.2			572,085		11.6			(467,370	)	(81.7	)
Impairment loss		-		-			-		-			-		-
Research and development		-		-			1,039,094		21.0			(1,039,094	)	(100.0	)
Total operating expenses		4,049,216		83.3			8,279,875		167.3			(4,230,659	)	(51.1	)
(Loss) from operations		(3,519,310	)	(72.4	)		(6,460,259	)	(130.5	)		2,940,949		(45.5	)
Other (Expenses)/Income, net		(45,905	)	(0.94	)		(582	)	(0.01	)		(45,323	)	7,787.5
Net (Loss) before income tax		(3,565,215	)	(73.3	)		(6,460,841	)	(130.5	)		2,895,626		(44.8	)
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(3,565,215	)	(73.3	)		(6,460,841	)	(130.5	)		2,895,626		(44.8	)

Logiq (Delaware) including AppLogiq results of operations, prior to the Spin off

	For the three months ended
	June 30, 2023					June 30, 2022					Change
Revenue (service)	$	-		-	%	$	-		-	%	$	-		-	%
Cost of revenues (service)		-		-			-		-			-		-
Gross profit		-		-			-		-			-		-
Depreciation and amortization		31,283		-			-		-			31,283		100.0
General and administrative		2,398,827		-			1,764,522		-			634,305		35.9
Sales and marketing		104,715		-			-		-			104,715		100.0
Research and development		-		-			-		-			-		-
Total operating expenses		2,534,825		-			1,764,522		-			770,303		43.7
(Loss) from operations		(2,534,825	)	-			(1,764,522	)	-			(770,303	)	43.7
Other (Expenses)/Income, net		-		-					-			-		-
Impairment loss on investment in associate		-		-			-		-			-		-
Net (Loss) before income tax		(2,534,825	)	-			(1,764,522	)	-			(770,303	)	43.7
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(2,534,825	)	-			(1,764,522	)	-			(770,303	)	43.7

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GoLogiq including CreateApp results of operations, post Spin off

	For the three months ended
	June 30, 2023				June 30, 2022					Change
Revenue (service)	$	-	-	%	$	1,633,375		100.0	%	$	(1,633,375	)	(100.0	)%
Cost of revenues (service)		-	-			873,072		53.5			(873,072	)	(100.0	)
Gross profit		-	-			760,303		46.5			(760,303	)	(100.0	)
Depreciation and amortization		-	-			31,284		1.9			(31,284	)	(100.0	)
General and administrative		-	-			400,836		24.5			(400,836	)	(100.0	)
Sales and marketing		-	-			-		-			-		-
Research and development		-	-			975,000		59.7			(975,000	)	(100.0	)
Total operating expenses		-	-			1,407,120		86.1			(1,407,119	)	(100.0	)
(Loss) from operations		-	-			(646,817	)	(39.6	)		646,817		(100.0	)
Other (Expenses)/Income, net		-	-			-		-			-		-
Impairment loss on investment in associate		-	-			-		-			-		-
Net (Loss) before income tax		-	-			(646,817	)	(39.6	)		646,816		(100.0	)
Income tax (expense)		-	-			-		-			-		-
Net (Loss)		-	-			(646,817	)	(39.6	)		646,816		(100.0	)

DLQ including DataLogiq results of operations

	For the three months ended
	June 30, 2023					June 30, 2022					Change
Revenue (service)	$	4,860,561		100.0	%	$	3,316,601		100.0	%	$	1,543,960		46.6	%
Cost of revenues (service)		4,330,655		89.1			2,257,288		68.1			2,073,367		91.9
Gross profit		529,906		10.9			1,059,313		31.9			(529,407	)	(50.0	)
Depreciation and amortization		389,361		8.0			999,647		30.1			(610,286	)	(61.1	)
General and administrative		1,125,031		23.1			3,472,407		104.7			(2,347,376	)	(67.6	)
Sales and marketing		-		-			572,085		17.2			(572,085	)	(100.0	)
Research and development		-		-			64,094		1.9			(64,094	)	(100.0	)
Total operating expenses		1,514,392		31.2			5,108,233		154.0			(3,593,841	)	(70.4	)
(Loss) from operations		(984,486	)	(20.3	)		(4,048,920	)	(122.1	)		3,064,434		(75.7	)
Other (Expenses)/Income, net		(45,905	)	(0.9	)		(582	)	(0.02	)		(45,323	)	7,787.46
Impairment loss on investment in associate		-		-			-		-			-		-
Net (Loss) before income tax		(1,030,391	)	(21.2	)		(4,049,502	)	(122.1	)		3,019,111		(74.6	)
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(1,030,391	)	(21.2	)		(4,049,502	)	(122.1	)		3,019,111		(74.6	)

Consolidated Revenue (Service)

Consolidated revenues were $4,860,561 and $4,949,976 for the three months ended June 30, 2023 and 2022, respectively.

The revenues from the CreateApp platform have been excluded after spin off.

Our DataLogiq platform revenue was $4,860,561 compared to $3,316,601 for the three months ended June 30, 2023 and 2022 respectively

Consolidated Cost of Revenue (Service)

Consolidated Cost of revenues were $4,330,655 and $3,130,360 for the three months ended June 30, 2023 and 2022, respectively.

The cost of service revenues from the CreateApp platform have been excluded after spin off.

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Our DataLogiq platform cost of revenue was $4,330,655 compared to $2,257,288 for the three months ended June 30, 2023 and 2022 respectively.

Consolidated Gross Profit

Consolidated Gross Profit was $529,906 and $1,819,616 for the three months ended June 30, 2023 and 2022, respectively.

Our consolidated gross margin decreased to 10.9% from 36.8% for the three months ended June 30, 2023 and 2022.

Our DataLogiq platform gross margin was $529,906 and $1,059,313 for the three months ended June 30, 2023 and 2022, respectively. Our DataLogiq platform gross margin decreased to 10.9% from 31.9% for the three months ended June 30, 2023 and 2022, respectively.

Consolidated Operating Expenses

General and Administrative (G&A)

Consolidated General and administrative expenses were $3,523,857 and $5,637,766 for the three months ended June 30, 2023 and 2022, respectively.

Our DataLogiq platform General and administrative expenses were $1,125,031 and $3,472,407 for the three months ended June 30, 2023 and 2022, respectively.

Stock-based compensation

Stock-based compensation expenses for the three months ended June 30, 2023 and 2022 was $1,757,320 and $1,710,156, respectively.

Sales and Marketing (S&M)

Consolidated Sales and Marketing expenses were $104,715 and $572,085 for the three months ended June 30, 2023 and 2022, respectively.

Research and Development (R&D)

Consolidated Research and Development expenses were $nil and $1,039,094 for the three months ended June 30, 2023 and 2022, respectively.

Consolidated Other Income/(Expenses)

Consolidated Other income (expenses), net was ($45,905) and ($582) for the three months ended June 30, 2023 and 2022 respectively.

Consolidated Net (Loss) Before Income Tax

The Company posted a net loss before income tax ($3,565,215) and ($6,460,841) for the three months ended June 30 2023 and 2022, respectively.

Our DataLogiq platform incurred a net loss of ($1,030,391) and ($4,049,502) for the three months ended June 30, 2023 and 2022 respectively.

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Consolidated Income Tax (Expense)

No provision for corporate taxes is made as the Company incurred a loss and has unutilized loss carryforwards. The tax paid during the fiscal year is for Delaware franchise taxes for the current and prior years.

Logiq (Delaware) Inc. Results of Operations

The CreateApp platform have been have been excluded after spin off.

DLQ including DataLogiq results of operations

Revenue (Service)

DataLogiq revenues were $4,860,561 for the three months ended June 30, 2023 compared to $3,316,601 for the same period in 2022, an increase of $1,543,960 or 46.6%.

Cost of Revenue (Service)

DataLogiq Cost of revenue was $4,330,655 for the three months ended June 30, 2023 compared to $2,257,288 for the same period in 2022, an increase of $2,073,367 or 91.9%.

Gross Profit

DataLogiq gross profit was $529,906 for the three months ended June 30, 2023 compared to $1,059,313 for the same period in 2022, a decrease of $529,407 or 50.0%.

Depreciation and amortization

DataLogiq depreciation and amortization expenses were $389,361 for the three months ended June 30, 2023 compared to $999,647 for the same period in 2022, a decrease of $610,286 or 61.1%.

General and administrative

DataLogiq general and administrative expenses were $1,125,031 for the three months ended June 30, 2023 compared to $3,472,407 for the same period in 2022, a decrease of $2,347,376 or 67.6%.

Sales and marketing

DataLogiq sales and marketing expenses include those expenses required to support our sales efforts and includes sales commissions and consultants. Sales and marketing expenses were $nil for the three months ended June 30, 2023 compared to $572,085 for the same period in 2022, a decrease of $572,085 or 100.0%.

Research and development

DataLogiq research and development expenses were $nil for the three months ended June 30, 2023 compared to $64,094 for the same period in 2022.

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(Loss) from Operations

DataLogiq’s loss from operations was ($984,486) for the three months ended June 30, 2023 compared to ($4,048,920) for the same period in 2022.

Other Income/(Expenses)

For the three months ended June 30, 2023, DataLogiq other expenses was $45,905 compared to other expenses was $582 for the same period in 2022.

Results of Operations for the Six Months ended June 30, 2023 and 2022

The following sets forth selected items from our statements of operations and the percentages that such items bear to net sales for the six months ended June 30, 2023 and 2022 (Because of rounding, numbers may not foot). The Consolidated results include Logiq, Inc. (a Delaware Corporation) and its subsidiaries, DLQ, Inc (a Nevada Corporation)(formerly Logiq, Inc. (Nevada), Fixel AI Inc. and Rebel Inc. (collectively, also known as the DataLogiq segment).

Consolidated Results of Operations

	For the six months ended
	June 30, 2023					June 30, 2022					Change
Revenue (service)	$	8,398,088		100.0	%	$	13,055,360		100.0	%	$	(4,657,272	)	(35.7	)%
Cost of revenues (service)		7,582,899		90.3			9,031,083		69.2			(1,448,184	)	(16.0	)
Gross profit		815,189		9.7			4,024,277		30.8			(3,209,088	)	(79.7	)
Depreciation and amortization		840,013		10.0			2,061,860		15.8			(1,221,847	)	(59.3	)
General and administrative		15,688,504		186.8			9,238,763		70.8			6,449,741		69.8
Sales and marketing		214,715		2.6			871,401		6.7			(656,686	)	(75.4	)
Impairment loss		-		-			-		-			-		-
Research and development		-		-			2,296,178		17.6			(2,296,178	)	(100.0	)
Total operating expenses		16,743,232		199.4			14,468,202		110.8			2,275,030		15.7
(Loss) from operations		(15,928,043	)	(189.7	)		(10,443,925	)	(80.0	)		(5,484,118	)	52.5
Other (Expenses)/Income, net		(85,672	)	(1.0	)		2,560		0.02			(88,232	)	(3,446.6	)
Net (Loss) before income tax		(16,013,715	)	(190.7	)		(10,441,365	)	(80.0	)		(5,572,350	)	53.4
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(16,013,715	)	(190.7	)		(10,441,365	)	(80.0	)		(5,572,350	)	53.4

Logiq (Delaware) including AppLogiq results of operations, post Spin off

	For the six months ended
	June 30, 2023					June 30, 2022					Change
Revenue (service)	$	-		-	%	$	-		-	%	$	-		-	%
Cost of revenues (service)		-		-			-		-			-		-
Gross profit		-		-			-		-			-		-
Depreciation and amortization		62,566		-			-		-			62,566		100.0
General and administrative		13,206,918		-			1,507,992		-			11,698,926		775.8
Sales and marketing		154,715		-			-		-			154,715		100.0
Impairment loss		-					-		-			-		-
Research and development		-		-			-		-			-		-
Total operating expenses		13,424,199		-			1,507,992		-			11,916,207		790.2
(Loss) from operations		(13,424,199	)	-			(1,507,992	)	-			(11,916,207	)	790.2
Other (Expenses)/Income, net		-		-			-		-			-		-
Net (Loss) before income tax		(13,424,199	)	-			(1,507,992	)	-			(11,916,207	)	790.2
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(13,424,199	)	-			(1,507,992	)	-			(11,916,207	)	790.2

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GoLogiq including CreateApp results of operations, post Spin off

	For the six months ended
	June 30, 2023				June 30, 2022					Change
Revenue (service)	$	-	-	%	$	4,942,392		100.0	%	$	(4,942,392	)	(100.0	)%
Cost of revenues (service)		-	-			3,108,413		62.9			(3,108,413	)	(100.0	)
Gross profit		-	-			1,833,979		37.1			(1,833,979	)	(100.0	)
Depreciation and amortization		-	-			62,567		1.3			(62,567	)	(100.0	)
General and administrative		-	-			1,738,352		35.2			(1,738,352	)	(100.0	)
Sales and marketing		-	-			5,000		0.1			(5,000	)	(100.0	)
Impairment loss		-	-			-		-			-		-
Research and development		-	-			2,065,500		41.8			(2,065,500	)	(100.0	)
Total operating expenses		-	-			3,871,419		78.3			(3,871,419	)	(100.0	)
(Loss) from operations		-	-			(2,037,440	)	(41.2	)		2,037,440		(100.0	)
Other (Expenses)/Income, net		-	-			-		-			-		-
Net (Loss) before income tax		-	-			(2,037,440	)	(41.2	)		2,037,440		(100.0	)
Income tax (expense)		-	-			-		-			-		-
Net (Loss)		-	-			(2,037,440	)	(41.2	)		2,037,440		(100.0	)

DLQ including DataLogiq results of operations

	For the six months ended
	June 30, 2023					June 30, 2022					Change
Revenue (service)	$	8,398,088		100.0	%	$	8,112,968		100.0	%	$	285,120		3.5	%
Cost of revenues (service)		7,582,899		90.3			5,922,670		73.0			1,660,229		28.0
Gross profit		815,189		9.7			2,190,298		27.0			(1,375,109	)	(62.8	)
Depreciation and amortization		777,447		9.3			1,999,293		24.6			(1,221,846	)	(61.1	)
General and administrative		2,481,586		29.5			5,992,419		73.9			(3,510,833	)	(58.6	)
Sales and marketing		60,000		0.7			866,401		10.7			(806,401	)	(93.1	)
Impairment loss		-		-			-		-			-		-
Research and development		-		-			230,678		2.8			(230,678	)	(100.0	)
Total operating expenses		3,319,033		39.5			9,088,791		112.0			(5,769,758	)	(63.5	)
(Loss) from operations		(2,503,844	)	(29.8	)		(6,898,493	)	(85.0	)		4,394,649		(63.7	)
Other (Expenses)/Income, net		(85,672	)	(1.02	)		2,560		0.03			(88,232	)	(3,446.6	)
Impairment loss on investment in associate		-		-			-		-			-		-
Net (Loss) before income tax		(2,589,516	)	(30.8	)		(6,895,933	)	(85.0	)		4,306,417		(62.4	)
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(2,589,516	)	(30.8	)		(6,895,933	)	(85.0	)		4,306,417		(62.4	)

Consolidated Revenue (Service)

Consolidated revenues were $8,398,088 and $13,055,360 for the six months ended June 30, 2023 and 2022, respectively.

The revenues from the CreateApp platform have been have been excluded after spin off.

Our DataLogiq platform revenue was $8,398,088 compared to $8,112,968 for the six months ended June 30, 2023 and 2022 respectively

Consolidated Cost of Revenue (Service)

Consolidated Cost of revenues were $7,582,899 and $9,031,083 for the six months ended June 30, 2023 and 2022, respectively.

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The CreateApp platform have been have been excluded after spin off.

Our DataLogiq platform cost of revenue was $7,582,899 compared to $5,922,670 for the six months ended June 30, 2023 and 2022 respectively.

Consolidated Gross Profit

Consolidated Gross Profit was $815,189 and $4,024,277 for the six months ended June 30, 2023 and 2022, respectively.

Our consolidated gross margin decreased to 9.7% from 30.8% for the six months ended June 30, 2023 and 2022.

Our DataLogiq platform gross margin was $815,189 and $2,190,298 for the six months ended June 30, 2023 and 2022, respectively. Our DataLogiq platform gross margin decreased to 9.7% from 27.0% for the six months ended June 30, 2023 and 2022, respectively.

Consolidated Operating Expenses

General and Administrative (G&A)

Consolidated General and administrative expenses were $15,688,504 and $9,238,763 for the six months ended June 30, 2023 and 2022, respectively.

Our DataLogiq platform General and administrative expenses were $2,481,586 and $5,992,419 for the six months ended June 30, 2023 and 2022, respectively.

Stock-based compensation

Stock-based compensation expenses for the six months ended June 30, 2023 and 2022 was $12,539,023 and $2,326,347, respectively.

Sales and Marketing (S&M)

Consolidated Sales and Marketing expenses were $214,715 and $871,401 for the six months ended June 30, 2023 and 2022, respectively.

Research and Development (R&D)

Consolidated Research and Development expenses were $nil and $2,296,178 for the six months ended June 30, 2023 and 2022, respectively.

Consolidated Other Income/(Expenses)

Consolidated Other income (expenses), net was ($85,672) and $2,560 for the six months ended June 30, 2023 and 2022 respectively.

Consolidated Net (Loss) Before Income Tax

The Company posted a net loss before income tax ($16,013,715) and ($10,441,365) for the six months ended June 30 2023 and 2022, respectively.

Our DataLogiq platform incurred a net loss of ($2,589,516) and ($6,895,933) for the six months ended June 30, 2023 and 2022 respectively.

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Consolidated Income Tax (Expense)

No provision for corporate taxes is made as the Company incurred a loss and has unutilized loss carryforwards. The tax paid during the fiscal year is for Delaware franchise taxes for the current and prior years.

Logiq (Delaware) Inc. Results of Operations

The CreateApp platform have been have been excluded after spin off.

DLQ including DataLogiq results of operations

Revenue (Service)

DataLogiq revenues were $8,398,088 for the six months ended June 30, 2023 compared to $8,112,968 for the same period in 2022, an increase of $285,120 or 3.5%.

Cost of Revenue (Service)

DataLogiq Cost of revenue was $7,582,899 for the six months ended June 30, 2023 compared to $5,922,670 for the same period in 2022, an increase of $1,660,229 or 28.0%.

Gross Profit

DataLogiq gross profit was $815,189 for the six months ended June 30, 2023 compared to $2,190,298 for the same period in 2022, a decrease of $1,375,109 or 62.8%.

Depreciation and amortization

DataLogiq depreciation and amortization expenses were $777,447 for the six months ended June 30, 2023 compared to $1,999,293 for the same period in 2022, a decrease of $1,221,846 or 61.1%.

General and administrative

DataLogiq general and administrative expenses were $2,481,586 for the six months ended June 30, 2023 compared to $5,992,419 for the same period in 2022, a decrease of $3,510,833 or 58.6%.

Sales and marketing

DataLogiq sales and marketing expenses include those expenses required to support our sales efforts and includes sales commissions and consultants. Sales and marketing expenses were $60,000 for the six months ended June 30, 2023 compared to $866,401 for the same period in 2022, a decrease of $806,401 or 93.1%.

Research and development

DataLogiq research and development expenses were $nil for the six months ended June 30, 2023 compared to $230,678 for the same period in 2022.

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(Loss) from Operations

DataLogiq’s loss from operations was ($2,503,844) for the six months ended June 30, 2023 compared to ($6,898,493) for the same period in 2022.

Other Income/(Expenses)

For the six months ended June 30, 2023, DataLogiq other expenses was $85,672 compared to other income was $2,560 for the same period in 2022.

Liquidity and Capital Resources

During the six months ended Jun 30, 2023, our primary sources of capital came from (i) cash flows from our operations, predominantly from providing services under our DataLogiq platform, (ii) existing cash, and (iii) proceeds from third-party financings.

The following table summarizes our cash flows for the six months ended June 30, 2023 and 2022:

	For the six months June 30,
Cash flows:		2023			2022
Net cash (used in) operating activities	$	(16,224,452	)	$	(7,023,953	)
Net cash (used in) investment activities	$	(483,921	)	$	(7,209,381	)
Net cash (used in) financing activities	$	(16,725,369	)	$	(1,355,304	)

Operating Activities

During the six months ended June 30, 2023, (loss) from operations used ($16,224,452), compared to ($7,023,953) for the six months ended June 30, 2022. Our net (loss) for the six months ended June 30, 2023 decreased to ($16,013,715) and ($10,441,365) respectively compared to the same period last year. Depreciation and amortization decreased to $840,013 and $2,061,860 respectively compared to the same period last year.

Investing Activities

During the six months ended June 30, 2023, we used cash ($483,921) for investing activities compared to ($7,209,381) during the six months ended June 30, 2022.

Financing Activities

During the six months ended June 30, 2023, we generated $16,725,369 from financing activities, compared to ($1,355,304) for the six months ended June 30, 2022, primarily from the proceeds from the sale of common stock.

We estimate that based on current plans, assumptions and fund raising, that our available cash and the cash we generate from our core operations will generally be sufficient to satisfy our capital expenditures under our present operating expectations, for up to 12 months. We believe that we have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. However, we shall continue to evaluate our capital expenditure needs based upon factors including our growth rate, the timing and extent of spending to support development efforts, the expansion of our sales and marketing, the timing of new product introductions, and the continuing market acceptance of our products and services. If cash generated from operations is insufficient to satisfy our capital requirements, we may open a revolving line of credit with a bank, or we may have to sell additional equity or debt securities or obtain expanded credit facilities to fund our operating expenses, or delay our expansion plans or pay our obligations, diversify our geographical reach, and grow our Company. In the event such financing is needed in the future, there can be no assurance that such financing will be available to us, or, if available, that it will be in amounts and on terms acceptable to us. If we cannot raise additional funds when we need or want them, our operations and prospects could be negatively affected. However, if cash flows from operations become insufficient to continue operations at the current level, and if no additional financing were obtained, then management would restructure the Company in a way to preserve its business while maintaining expenses within operating cash flows.

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Critical Accounting Policies

For a description of our critical accounting policies, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Recently Issued or Newly Adopted Accounting Standards

For a description of our recently issued accounting pronouncements, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective due to the existence of the identified material weakness described below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, 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, and includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (1992 Framework) to evaluate the effectiveness of its internal control over financial reporting.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 using the COSO framework.  Based on this evaluation, our management concluded that our internal control over financial reporting as of December 31, 2022 was not effective as we did not maintain effective controls over the selection and application of U.S. Generally Accepted Accounting Principles (“GAAP”) related to classification of capital transactions. Specifically, the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances. These material weaknesses resulted in the restatement of our financial statements for the year ended December 31, 2022. Our management concluded that the Company’s previously issued financial statements for the year ended December 31, 2022 should no longer be relied upon. In light of the errors, management re-evaluated its assessment of our disclosure controls and procedures and internal control over financial reporting as of December 31, 2022 and concluded each was ineffective as of December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In particular, management identified the following material weaknesses in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2022:

● Lack of adequate policies and procedures in internal audit function, which resulted in: (1) lack of communication between the internal audit department and the Board of Directors; (2) insufficient internal audit work to ensure that the Company’s policies and procedures have been carried out as planned;

● Lack of sufficient full-time accounting staff in our accounting department that have experience and knowledge in identifying and resolving complex accounting issues under U.S. GAAP, and

● Lack of sufficient accounting personnel which would provide segregation of duties within our internal control procedures to support the accurate reporting of our financial results.

Remediation Efforts to Address Significant Deficiencies

To remediate the weakness in our internal control, during the year of 2024, the Board has provided training to our finance personnel for the application of SEC regulations, and the preparation of financial statements and their related disclosures.

We also intend to take the following actions to address the material weaknesses described above:

● Management will provide further necessary oversight on and training for accounting and finance personnel, so that they are well versed in SEC regulations.  We expect to provide it to our staff throughout the year of 2024;

● Management will perform a thorough review of the processes and procedures used in the Company’s SEC reporting compliance.  The review of the processes and procedures shall be carried out during the year of 2024.

Any actions we have taken or may take to remediate these material weaknesses are subject to continued management review supported by testing. We cannot assure you that these material weaknesses will not occur in the future and that we will be able to remediate such weaknesses in a timely manner, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

Other than those described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, as noted above, we will be implementing changes to our internal control over financial reporting to address the material weakness described above.

36

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any legal proceedings, litigation or claims, nor are aware of any pending, threatened, or unasserted claims, which, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations or cash flows. We may from time to time, be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and the risk factors discussed in Part I, “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on May 8, 2023 (the “Annual Report”), as well as the other information in this Quarterly Report on Form 10-Q (this “Report”), including our financial statements and the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. If any of the risks included in this Quarterly Report and our Annual Report actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Because of the risks discussed in this Quarterly Report and our Annual Report, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.

37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended June 30, 2023, a total of 21,451,168 shares of common stock with par value of $0.0001 per share were issued to various stockholders.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

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Item 6. Exhibits

Exhibit No. Description of Exhibit

2.2	First Amendment to the Merger Agreement dated May 1, 2023 by and among Abri, Merger Sub, the Company and DLQ (21)
2.3	Second Amendment to the Merger Agreement dated June 8, 2023 by and among Abri, Merger Sub, the Company and DLQ (21)
2.4	Third Amendment to the Merger Agreement dated July 20, 2023 by and among Abri, Merger Sub, the Company and DLQ (21)
3.1	Certificate of Incorporation, filed November 18, 2004
3.2	Certificate of Amendment to the Certificate of Incorporation of the Company, filed March 1, 2007 (4)
3.3	Certificate of Amendment to the Certificate of Incorporation of the Company, filed August 2, 2011(4)
3.4	Certificate of Amendment to the Certificate of Incorporation of the Company, filed January 14, 2013(4)
3.5	Certificate of Amendment to the Certificate of Incorporation of the Company, filed April 10, 2013(4)
3.6	Certificate of Amendment to the Certificate of Incorporation of the Company, filed May 10, 2013(4)
3.7	Certificate of Amendment to the Certificate of Incorporation of the Company, filed September 18, 2013(4)
3.8	Certificate of Amendment to the Certificate of Incorporation of the Company, filed December 5, 2013(4)
3.9	Certificate of Amendment to the Certificate of Incorporation of the Company, filed August 5, 2015(4)
3.10	Certificate of Amendment to the Certificate of Incorporation of the Company, filed February 25, 2020(4)
3.11	Certificate of Amendment to the Certificate of Incorporation of the Company, filed July 31, 2020 (4)
3.12	Bylaws (1)
3.13	First Amended and Restated Bylaws, dated January 25, 2022 (11)
4.1	Description of Registrant’s Securities. (18)
4.2	Form of Warrant Indenture, dated June 21, 2021 (12)
4.3	Form of Warrant to Purchase Common Stock (14)
4.4	Form of Indenture (15)
4.5	Warrant to Purchase Common Stock, dated March 30, 2022. (17)
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document.**
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.**
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.**
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.**
104**	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments).

*

Filed herewith

**

The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

+	Certain confidential portions of this exhibit were omitted because the identified confidential provisions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
(1)	Incorporated by reference to Form SB-2 of the Company filed with the Securities and Exchange Commission on September 19, 2005
(2)	Incorporated by reference to Form 10-Q of the Company filed with the Securities and Exchange Commission on November 14, 2019
(3)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on December 18, 2019
(4)	Incorporated by reference to Form 10-K of the Company filed with the Securities and Exchange Commission on March 31, 2021
(5)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on September 4, 2020
(6)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on October 1, 2020
(7)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on November 5, 2020
(8)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on November 10, 2020
(9)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on March 5, 2021
(10)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on April 27, 2021
(11)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on January 26, 2022
(12)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on June 21, 2021
(13)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on June 30, 2021
(14)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on August 6, 2021
(15)	Incorporated by reference to Form S-3 of the Company filed with the Securities and Exchange Commission on September 28, 2021
(16)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on December 16, 2021
(17)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on March 31, 2022
(18)	Incorporated by reference to Form 10-K of the Company filed with the Securities and Exchange Commission on April 1, 2022
(19)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on April 6, 2022
(20)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on September 12, 2022
(21)	Incorporated by reference to Form 8-K of the Company filed with the Securities and Exchange Commission on July 25, 2023.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Logiq, Inc.
Date: May 3, 2024	By:	/s/ Brent Suen
		Brent Suen, Chief Executive Officer, Principal Executive & Financial Officer

By:	/s/ Lionel Choong
	Lionel Choong Chief Financial Officer, Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Brent Suen	Chief Executive Officer, President, Executive Chairman &	May 3, 2024
Brent Suen	Director (Principal Executive and Financial Officer)
/s/ Lionel Choong	Chief Financial Officer, Director	May 3, 2024
Lionel Choong	(Principal Accounting Officer)
/s/ Ross O’Brien	Independent Director	May 3, 2024
Ross O’Brien

40