LOGIQ, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended 

March 31, 2024

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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.

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Yes

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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

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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.

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

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Yes

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As of May 15, 2024, the issuer had 232,947,540 shares of common stock issued and outstanding.

LOGIQ INC.

QUARTERLY REPORT ON FORM 10-Q

March 31, 2024

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and Audited Condensed Balance sheet as of December 31, 2023	1
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023	3
	Unaudited Condensed Consolidated Statement of Stockholder’s Equity for the three months ended March 31, 2024 and 2023	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II – OTHER INFORMATION		23

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

SIGNATURES		26

ART 1 - FINANCIAL INFORMATION

TEM 1. Financial Statements

LOGIQ INC.

onsolidated Balance Sheets

	March 31			December 31
	2024			2023
	(Unaudited)			(Audited)
ASSETS
Current assets
Prepayment, deposit and other receivables		146,774			152,000
Amount due from related party		470,421			482,420
Cash and cash equivalents		50,918			16,858
Total current assets		668,113			651,278
Total assets	$	668,113		$	651,278
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		1,100,275			991,958
Accruals		68,000			50,000
Deposits received for share s to be issued		48,990			-
Total current liabilities		1,217,265			1,041,958
Non-Current Liabilities
Other loan		10,000			10,000
Total non-current liabilities		10,000			10,000
Total liabilities	$	1,227,265		$	1,051,958
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 163,786,751 and 143,855,621 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		16,379			14,386
Additional paid-in capital		109,868,878			109,364,314
Capital reserves		22,029,969			22,029,969
Accumulated deficit brought forward		(132,474,378	)		(131,809,349	)
Total stockholder's (deficit)		(559,152	)		(400,680	)
Total liabilities and stockholders' equity	$	668,113		$	651,278

The accompanying notes are an integral part of these financial statements

LOGIQ INC.

onsolidated Statements of Operations

	For the three months ended March 31,
	2024			2023
	(Unaudited)			(Unaudited)
Service Revenue	$	-		$	3,537,527
Cost of Service		-			3,252,244
Gross Profit		-			285,283
Operating Expenses
Depreciation and amortization		-			419,369
General and administrative		665,029			12,164,647
Sales and marketing		-			110,000
Total Operating Expenses		665,029			12,694,016
(Loss) from Operations		(665,029	)		(12,408,733	)
Other (Expenses)/Income, net		-			(39,767	)
Net (Loss) before income tax		(665,029	)		(12,448,500	)
Income tax (Corporate tax)		-			-
Net (Loss)	$	(665,029	)	$	(12,448,500	)
Net (Loss) profit per common share - basic and fully diluted:		(0.0043	)		(0.1866	)
Weighted average number of basic and fully diluted common shares outstanding		153,489,509			66,721,809

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

LOGIQ INC.

onsolidated Statements of Cash Flows

	For the three months ended March 31,
	2024			2023
	(Unaudited)			(Unaudited)
OPERATING ACTIVITIES:
Net loss	$	(665,029	)	$	(12,448,500	)
Adjustments to reconciled net loss to net cash used by operating activities:
Depreciation of property, plant, and equipment		-			11,641
Amortization of intangible assets		-			407,728
Changes in operating assets and liabilities:
Accounts receivable		-			1,383,457
Prepayments, deposit and other receivables		5,226			(48,669	)
Accounts payable		108,316			(2,180,726	)
Accruals		18,000			(175,769	)
Operating lease		-			31,150
Net cash (used in) operating activities		(533,487	)		(13,019,688	)
INVESTING ACTIVITIES:
Amount due from related party		12,000			(597,385	)
Net cash provided by (used in) investing activities		12,000			(597,385	)
FINANCING ACTIVITIES:
Proceeds from shares to be issued		48,990			(260,220	)
Proceeds from stock issuance, net of expenses		506,557			14,156,150
Net cash provided by financing activities		555,547			13,895,930
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		34,060			278,857
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		16,858			472,206
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	50,918		$	751,063
NON-CASH TRANSACTION
Issuance of shares for services received	$	496,557		$	10,781,703

The accompanying notes are an integral part of these financial statements

LOGIQ INC.

onsolidated Statements of Stockholders’ Equity

							Subscriptions
	Common				Additional		received/Capital		Accumulated			Stockholders’
	Stock		Amount		paid-in capital		reserves		(Deficit)			(Deficit)/Equity
Balance December 31, 2023		143,855,621	$	14,386	$	109,364,314	$	22,029,969	$	(131,809,349	)	$	(400,680	)
Issuance of shares for proceeds		19,931,130		1,993		504,564		-		-			506,557
Net loss for the period		-		-		-		-		(665,029	)		(665,029	)
Balance March 31, 2024		163,786,751		16,379		109,868,878		22,029,969		(132,474,378	)		(559,152	)

							Subscriptions
	Common				Additional		received/Capital		Accumulated			Stockholders’
	Stock		Amount		paid-in capital		reserves		(Deficit)			(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
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

The accompanying notes are an integral part of these financial statements

OTES TO UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

Corporate Information

Logiq, Inc., is a Delaware corporation that was incorporated in 2004. Logiq is headquartered in New York, with offices in New York City. The Company’s common stock is quoted on the OTC Markets under the symbol “LGIQ.

Business Overview

Until November 2, 2023 the Company offered 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.

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.

As of Mar 31, 2024, the Company controlled, through one of its subsidiaries, approximately 7.6% of the GoLogiq’s issued and outstanding shares of common stock.

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.

On August 28, 2023, the Company, DLQ, Abri and Merger Sub entered into the Fourth Amendment to the Merger Agreement (the “Fourth Amendment”) to (i) increase the number of shares being distributed to public stockholders of the Company from approximately 25% to approximately 33% of the aggregate Merger Consideration, (ii) require DLQ to distribute 14% of the Merger Consideration Shares to certain investors in DLQ, and (iii) reduce the number of Merger Consideration Shares subject to Lock-Up Agreements, effective as of Closing, from 75% to 53%.

On November 2, 2023, the Merger was completed and the Merger Agreement was successfully Closed. In connection to with the completion of the Merger, the Combined Company issued 3,762,000 of the Combined Company shares to the Company.

At December 31, 2023, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of DLQ, Inc.

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”).

PRINCIPLES OF CONSOLIDATION

The Consolidated results include Logiq, Inc. (a Delaware Corporation) and its subsidiaries.

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.

On the year ended December 31, 2023, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of DLQ, Inc.

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.

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 three months ended March 31, 2024 and 2023.

The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the three months ended March 31, 2024 and 2023 amounted to $nil and $419,369, respectively, which was included in the amortization of intangible assets expense of the accompanying consolidated statements of operations.

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

asset

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.

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.

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.

LEASE

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 March 31, 2024.

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.

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 5, Stockholders’ Equity, for further details on our stock awards.

RECENT ACCOUNTING PRONOUNCEMENTS

On October 2, 2017, the FASB has 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 20 July 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.

In November 2023, the Financial Accounting Standards Board (the “FASB”) FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023 – 09 are effective for the Company on December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption to have any material effects on its financial condition, results of operation or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023–09.

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.

NOTE 2 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES

Prepayments, deposits and other receivables consist of the following:

	As of March 31,		As of December 31,
	2024		2023

Prepayments	$	146,774	$	152,000
	$	146,774	$	152,000

NOTE 3 – ACCRUALS

Accruals and other payable consist of the following:

	As of March 31,		As of December 31,
	2024		2023

Accruals	$	68,000	$	50,000
	$	68,000	$	50,000

NOTE 4 – 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 three months ended March 31, 2024 and 2023, 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 March 31, 2024			As of December 31, 2023
U.S. statutory tax rate		21.00	%		21.00	%
Effective tax rate		21.00	%		21.00	%

As of March 31, 2024, the Company does not have any deferred tax assets.

NOTE 5– 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

During the three months ended March 31, 2024, a total of 19,931,130 shares with par value of $0.0001 per share were issued to various stockholders.

Cancellation of Common Stock

During the three months ended March 31, 2024 no shares were cancelled.

Stock-Based Compensation

For the three months ended March 31, 2024 for Logiq, Inc., a total of 9,931,130 shares of common stock were issued for stock-based compensation to consultants.

NOTE 6 – (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2024 and 2023, respectively:

	For the three months ended March 31,
	2024			2023

Numerator - basic and diluted
Net (Loss)		(665,029	)		(12,448,500	)

Denominator
Weighted average number of common shares outstanding - basic and diluted		153,489,509			66,721,809
(Loss) per common share - basic and diluted		(0.0043	)		(0.1866	)

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 7 – 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 ended March 31, 2024 and 2023:

	For the three months ended March 31,
	2024			2023
Logiq (Delaware) prior to Spin off CreateApp
Segment operating income	$	-		$	-
Other corporate expenses, net		665,029			10,889,375
Total operating (loss) income		(665,029	)		(10,889,375	)
Gologiq incl CreateApp post Spin off
Segment operating income	$	-		$	-
Other corporate expenses, net		-			-
Total operating (loss)		-			-
DLQ incl DATALogiq
Segment operating income	$	-		$	3,537,527
Other corporate expenses, net		-			5,096,652
Total operating (loss)		-			(1,559,125	)
Consolidated
Segment operating income	$	-		$	3,537,527
Other corporate expenses, net		665,029			15,986,027
Total operating (loss)		(665,029	)		(12,448,500	)

Significant Customers

No revenues from any single customer exceeded 10% of total net revenues for the three months ended March 31, 2024 and 2023.

NOTE 8 – GEOGRAPHICAL INFORMATION

Revenue by geographical region for the three months ended March 31, 2024 and 2023 were as follows:

	For the three months ended March 31,				For the three months ended March 31,
	2024		%		2023		%
Southeast Asia	$	-		-		1,768,764		50.0
EU		-		-		884,382		25.0
South Korea		-		-		530,629		15.0
Africa		-		-		353,752		10.0
North America		-		-		-		-
Total revenue	$	-		-	$	3,537,527		100.0

NOTE 9 – SUBSEQUENT EVENTS

Logiq, Inc. Signs Letter of Intent to acquire Privately Held Biotech Company MedLab Essentials, LLC in $100MM Valuation Deal

On May 21, 2024 — Logiq, Inc. (OTC Markets: LGIQ) (“Logiq” or “the Company”), a pioneering force in digital consumer acquisition solutions, today revealed the signing of a binding letter of intent (LOI) to acquire MedLab Essentials, LLC (“MedLab”), www.cgtmed.com a trailblazer in cell and gene therapy innovation, in which Logiq will acquire MedLab in a share exchange of newly issued shares of LGIQ shared for 100%of of the shareholder interests of MedLab.MedLab will become wholly owned subsidiary of the Company and is expected to place executives in senior management positions.

This acquisition, valued at an estimated $100 million, marks a significant milestone for Logiq as it diversifies into the burgeoning biotech sector.

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

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, 2023 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.

Recent Corporate Developments

AppLogiq Spin-Off

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.

As of March 31, 2024, the Company controlled, through one of its subsidiaries, approximately 7.6% of the GoLogiq’s issued and outstanding shares of common stock.

DataLogiq Spin-off 

At December 31, 2023, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of DLQ, Inc.

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.

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 March 31, 2024 and 2023

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 March 31, 2024 and 2023 (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
	March 31, 2024					March 31, 2023					Change
Revenue (service)	$	-		-	%	$	3,537,527		100.0	%	$	(3,537,527	)	(100.0	)%
Cost of revenues (service)		-		-			3,252,244		91.9			(3,252,244	)	(100.0	)
Gross profit		-		-			285,283		8.1			(285,283	)	(100.0	)

Depreciation and amortization		-		-			419,369		11.9			(419,369	)	(100.0	)
General and administrative		665,029		-			12,164,647		343.9			(11,499,618	)	(94.5	)
Sales and marketing		-		-			110,000		3.1			(110,000	)	(100.0	)
Total operating expenses		665,029		-			12,694,016		358.8			(12,028,987	)	(94.8	)
(Loss) from operations		(665,029	)	-			(12,408,733	)	(350.8	)		11,743,704		(94.6	)

Other (Expenses)/Income, net		-		-			(39,767	)	(1.12	)		39,767		(100.0	)
Net (Loss) before income tax		(665,029	)	-			(12,448,500	)	(351.9	)		11,783,471		(94.7	)
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(665,029	)	-			(12,448,500	)	(351.9	)		11,783,471		(94.7	)

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

	For the three month ended
	March 31, 2024					March 31, 2023					Change
Revenue (service)	$	-		-	%	$	-		-	%	$	-		-	%
Cost of revenues (service)		-		-			-		-			-		-
Gross profit		-		-			-		-			-		-

Depreciation and amortization		-		-			31,283		-			(31,283	)	(100.0	)
General and administrative		665,029		-			10,808,092		-			(10,143,063	)	(93.8	)
Sales and marketing		-		-			50,000		-			(50,000	)	(100.0	)
Total operating expenses		665,029		-			10,889,375		-			(10,224,346	)	(93.9	)
(Loss) from operations		(665,029	)	-			(10,889,375	)	-			10,224,346		(93.9	)

Other (Expenses)/Income, net		-		-			-		-			-		-
Net (Loss) before income tax		(665,029	)	-			(10,889,375	)	-			10,224,346		(93.9	)
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(665,029	)	-			(10,889,375	)	-			10,224,346		(93.9	)

DLQ including DataLogiq results of operations, post Spin off

	For the three months ended
	March 31, 2024				March 31, 2023					Change
Revenue (service)	$	-	-	%	$	3,537,527		100.0	%	$	(3,537,527	)	(100.0	)%
Cost of revenues (service)		-	-			3,252,244		91.9			(3,252,244	)	(100.0	)
Gross profit		-	-			285,283		8.1			(285,283	)	(100.0	)

Depreciation and amortization		-	-			388,086		11.0			(388,086	)	(100.0	)
General and administrative		-	-			1,356,555		38.3			(1,356,555	)	(100.0	)
Sales and marketing		-	-			60,000		1.7			(60,000	)	(100.0	)
Total operating expenses		-	-			1,804,641		51.0			(1,804,641	)	(100.0	)
(Loss) from operations		-	-			(1,519,358	)	(42.9	)		1,519,358		(100.0	)

Other (Expenses)/Income, net		-	-			(39,767	)	(1.1	)		39,767		(100.0	)
Net (Loss) before income tax		-	-			(1,559,125	)	(44.1	)		1,559,125		(100.0	)
Income tax (expense)		-	-			-		-			-		-
Net (Loss)		-	-			(1,559,125	)	(44.1	)		1,559,125		(100.0	)

Consolidated Results of continuing operations

Consolidated Revenue (Service) and Cost of Revenue (Service) 

The Revenues and Cost of revenue from the CreateApp and DataLogiq platform have been excluded after spin off.

Consolidated Operating Expenses

General and Administrative (G&A)

Consolidated General and administrative expenses were $665,029 and $12,164,647 for the three months ended March 31, 2024 and 2023, respectively.

Stock-based compensation

Stock-based compensation expenses for the three months ended March 31, 2024 and 2023 was $496,557 and $10,781,703, respectively.

Sales and Marketing (S&M)

Consolidated Sales and Marketing expenses were $nil and $110,000 for the three months ended March 31, 2024 and 2023, respectively.

Consolidated Other Income/(Expenses)

Consolidated Other income (expenses), net was $nil and ($39,767) for the three months ended March 31, 2024 and 2023 respectively.

Consolidated Net (Loss) Before Income Tax

The Company posted a net loss before income tax ($665,029) and ($12,448,500) for the three months ended March 31, 2024 and 2023, respectively.

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.

Results of discontinued operations 

GoLogiq including CreateApp results of operations 

The CreateApp platform results have been excluded after spin off.   

DATALogiq Business Segment Results of Operations

The DataLogiq platform results have been excluded after spin off. 

Liquidity and Capital Resources

During the three months ended March 31, 2024, our primary sources of capital came from (i) existing cash and (ii) proceeds from third-party financings.

The following table summarizes our cash flows for the three months ended March 31, 2024 and 2023:

	For the three months March 31,
		2024			2023
Cash flows:
Net cash (used in) operating activities	$	(533,487	)	$	(13,019,688	)
Net cash provided by (used in) investment activities	$	12,000		$	(597,385	)
Net cash provided by financing activities	$	555,547		$	13,895,930

Operating Activities

During the three months ended March 31, 2024, (loss) from operations used ($533,487), compared to ($13,019,688) for the three months ended March 31, 2023. Our net (loss) for the three months ended March 31, 2024 decreased to ($665,029) and ($12,448,500) respectively compared to the same period last year. Depreciation and amortization decreased to $nil and $419,369 respectively compared to the same period last year.

Investing Activities

During the three months ended March 31, 2024, we provided cash $12,000 for investing activities compared to ($597,385) during the three months ended March 31, 2023.

Financing Activities

During the three months ended March 31, 2024 we generated $555,547 from financing activities, compared to $13,895,930 for the three months ended March 31, 2023, 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.

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.

tem 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.

tem 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 three months ended March 31, 2024 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.

ART II – OTHER INFORMATION

tem 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.

tem 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, 2023, filed with the SEC on May 3, 2024 (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.

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

During the three months ended March 31, 2024, a total of 19,931,130 shares with par value of $0.0001 per share were issued to various stockholders.

tem 3. Defaults Upon Senior Securities

None.

tem 4. Mine Safety Disclosures.

Not applicable.

tem 5. Other Information.

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

tem 6. Exhibits

Exhibit No.

Description of Exhibit

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.
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

IGNATURES

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: June 20, 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 &	June 20, 2024
Brent Suen	Director (Principal Executive and Financial Officer)

/s/ Lionel Choong	Chief Financial Officer, Director	June 20, 2024
Lionel Choong	(Principal Accounting Officer)

/s/ Ross O’Brien	Independent Director	June 20, 2024
Ross O’Brien