10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A

(Amendment No.1)

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

For the quarterly period ended September 30, 2022

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: 333-231286 

GoLogiq, Inc.

(Exact name of registrant as specified in its charter)

Nevada	35-2618297
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
230 Victoria Steet Bugis Junction #15-01/08, Singapore 188024	+65 9366 2322
(Address of principal executive offices including zip code)	(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
None	N/A	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 x
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

As of November 10, 2022, 37,040,577 shares of the registrant’s common stock were issued and outstanding.

EXPLANATORY NOTE

GoLogiq, Inc. (formerly known as Lovarra) (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 September 30, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (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 February 9, 2024, the Company is restating its previously issued unaudited interim financial statements as of and for the nine months ended September 30, 2022 and audited financial statements for the fiscal year ended December 31, 2021. On January 27, 2022, the Company (then named Lovarra) acquired the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”) and accounted for it as a business combination.  Subsequent to the filing of the Original Form 10-Q, the Company determined that it had improperly treated the reverse acquisition of the CreateApp business and not properly valued the intangible assets associated with the transaction, previously reported on Form 8-K/A as filed with the SEC on April 12, 2022.

1. Restatement of Financial Statements:

On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting that the accounting acquiree (Lovarra) was a nonoperating public shell corporation at the time of the transaction and did not meet the definition of a business. Therefore, this transaction cannot be considered a business combination.

The merger of a private operating entity into a nonoperating public shell corporation with nominal net assets typically results in (1) the owners of the private entity gaining control over the combined entity after the transaction, and (2) the shareholders of the former public shell corporation continuing only as passive investors. This transaction is usually not considered a business combination because the accounting acquiree (Lovarra), the nonoperating public shell corporation, does not meet the definition of a business under ASC 805.

Instead, this type of transaction is considered to be a capital transaction of the legal acquiree  and is equivalent to the issuance of shares by the private entity for the net monetary assets of the public shell corporation (Lovarra) accompanied by a recapitalization.  Any excess of the fair value of the shares issued by the private entity over the value of the net monetary assets of the public shell corporation (Lovarra) is recognized as a reduction to equity. Based upon the above analysis, the company is restating the transaction accordingly in its interim financial statements as of and for the nine months ended September 30, 2022 and audited financial statements for the fiscal year ended December 31, 2021.

2. Change in Accounting Treatment of Reverse Acquisition:

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. The Company acquired substantially all the CreateApp assets from Logiq 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, 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 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 September 30, 2022 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 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.

GOLOGIQ, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX TO FINANCIAL STATEMENTS

PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Balance Sheets as of September 30, 2022 and Audited Consolidated Balance sheet as of December 31, 2021.	2
	Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2022 and 2021.	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022 and 2021.	4
	Unaudited Condensed Consolidated Statement of Stockholder’s Equity for the nine months ended September 30, 2022 and 2021	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II – OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES		28

i

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying interim condensed financial statements of GoLogiq, Inc. (“the Company,” “we,” “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

The interim condensed financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the interim condensed financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

1

GoLogiq, Inc.

Balance Sheets

Restated

(Expressed in U.S. dollars)

	September 30, 2022			December 31, 2021
	$			$
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current Liabilities
Due to related parties		1,485,430			-
Total Liabilities		1,485,430			-
Stockholder’s Funds (Deficit)
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 as of September 30, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of  December 31, 2021, respectively		36,913			26,351
Additional paid-in capital		4,618,935			3,400,270
Share subscriptions receivable		(58	)		-
Deficit		(6,141,220	)		(3,426,621	)
Total Stockholder’s Deficit		(1,485,430	)		-
TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS		-			-

(The accompanying notes are an integral part of these financial statements)

2

GoLogiq, Inc.
Statements of Operations and Comprehensive Loss

Restated
(Expressed in U.S. dollars)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	($)			($)			($)			($)
Service Revenue		334,987			2,849,539			5,277,379			8,134,352
Cost of Service		179,580			1,945,854			3,287,992			5,595,014
Gross Profit		155,407			903,685			1,989,387			2,539,338
Operating Expenses
General and administrative		511,567			326,105			2,312,486			840,892
Sales and Marketing		-			52,550			5,000			122,300
Research and development		321,000			1,257,220			2,386,500			3,449,720
Total Operating Expenses		832,567			1,635,875			4,703,986			4,412,912
Net (Loss) and Comprehensive (Loss)		(677,160	)		(732,190	)		(2,714,599	)		(1,873,574	)
Basic and Diluted Net (Loss) per Common Share		(0.019	)		(0.128	)		(0.083	)		(0.327	)
Weighted Average Number of Common Shares Outstanding		36,463,337			5,731,000			32,748,824			5,731,000

(The accompanying notes are an integral part of these financial statements)

3

GoLogiq, Inc.
Statements of Cash Flows

Restated
(Expressed in U.S. dollars)

	Nine months ended			Nine months ended
	September 30, 2022 ($)			September 30, 2021 ($)
OPERATING ACTIVITIES
Net (Loss) for the Period		(2,714,599	)		(1,873,574	)
Changes in Operating Assets and Liabilities:
Issuance of shares for service received		1,148,712			-
Net Cash (Used in) Operating Activities		(1,565,887	)		(1,873,574	)
FINANCING ACTIVITES
Due to related party		1,485,430			(110,920	)
Net Cash Provided by (Used in) Operating Activities		1,485,430			(110,920	)
INVESTING ACTIVITIES
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company		80,457			-
Net Cash Provided by Investing Activities		80,457			-
Change in Cash		-			(1,984,494	)
Cash, Beginning of Year		-			1,984,494
Cash, End of Period		-			-
NON-CASH TRANSACTION
Issuance of shares for services received		1,148,712			-

(The accompanying notes are an integral part of these financial statements)

4

GoLogiq, Inc.

Statements of Stockholder’s Equity (Deficit)

Restated

(Expressed in U.S. dollars)

	Common Stock					Additional Paid-in			Share Subscription			Accumulated			Total Stockholders' Equity
	Number of Shares			Amount $		Capital $			Receivable $			Deficit $			(Deficit) $
Balance, December 31, 2021		26,350,756			26,351		3,400,270			-			(3,426,621	)		-
Issuance of Shares for share exchange		5,731,000			5,731		(48,316	)		(58	)		-			(42,643	)
Issuance of Shares for service		3,120,000			3,120		(3,120	)		-			-			-
Net (loss) for the period		-			-		-			-			(1,390,623	)		(1,390,623	)
Balance, March 31, 2022		35,201,756			35,202		3,348,834			(58	)		(4,817,244	)		(1,433,266	)
Issuance of Shares		600,000			600		632,158			-			-			632,758
Net (loss) for the period		-			-		-			-			(646,817	)		(646,817	)
Balance, June 30, 2022		35,801,756			35,802		3,980,992			(58	)		(5,464,060	)		(1,447,324	)
Issuance of Shares		236,661			237		425,482			-			-			425,719
Cancel shares		(6	)		-		-			-			-			-
Issuance of Shares for service		874,848			874		212,461			-			-			213,335
Net (loss) for the period		-			-		-			-			(677,160	)		(677,160	)
Balance, September 30, 2022		36,913,259			36,913		4,618,935			(58	)		(6,141,220	)		(1,485,430	)

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’ Equity
	Number of Shares		Amount $		Capital $		Deficit $			(Deficit) $
Balance, December 31, 2020		26,350,756		26,351		3,400,270		-			3,426,621
Net (loss) for the period		-		-		-		(517,432	)		(517,432	)
Balance, March 31, 2021		26,350,756		26,351		3,400,270		(517,432	)		2,909,189
Net (loss) for the period		-		-		-		(623,952	)		(623,952	)
Balance, June 30, 2021		26,350,756		26,351		3,400,270		(1,141,384	)		2,285,237
Net (loss) for the period		-		-		-		(732,190	)		(732,190	)
Balance, September 30, 2021		26,350,756		26,351		3,400,270		(1,873,574	)		1,553,047

(The accompanying notes are an integral part of these financial statements)

5

GoLogiq, Inc.

Notes to the Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

Note 1 – Nature of Business and Continuance of Operations

GoLogiq, Inc. (formerly known as Lovarra) (the “Company”) was incorporated on January 29, 2018 under the laws of the State of Nevada. As of December 31, 2021, the Company was a shell company focused on software application development, including an expense and income tracker and a physical wallet with a lock that can be opened via Bluetooth linked by a user application. On January 27, 2022, the Company completed the acquisition of the business segment of CreateApp from Logiq Inc. (a fully reporting public company) (“Logiq”). As a result, the Company’s results of operations for the three and nine-month periods ended September 30, 2022 include the operations of CreateApp.

On May 9, 2022, the Company changed its name from Lovarra Inc. to GoLogiq, with the Secretary of State of the State of California, and on June 9, 2022, the Company’s common stock began trading on the OTC Markets marketplace under the Company’s new name, GoLogiq, Inc., and the new ticker symbol “GOLQ.”

On July 27, 2022, Logiq completed the spin off of its direct interests in the Company, in connection with which Logiq distributed an aggregate of 26,350,756 shares of the Company’s common stock then directly owned by Logiq to Logiq’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 received 1 share of the Company). As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq.

As of September 30, 2022, Logiq controlled, through one of its subsidiaries, approximately 12.2% of the Company’s outstanding shares of common stock and voting power of the Company’s outstanding securities.

As a result of the CreateApp acquisition, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Act), and the Company’s primary business is now that of the CreateApp business. As a result of the CreateApp business acquisition, the Company now offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for their clients globally. The Company’s solutions are provided through its core platform, operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web.

The Company’s CreateApp platform enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing CreateApp, which is a platform that is offered as a Platform as a Service (“PaaS”). The Company provides its PaaS to SMBs in a wide variety of industry sectors.

Management believes the assumptions underlying the condensed financial statements are reasonable. However, the amounts recorded for the Company’s related party transactions with Logiq and its consolidated subsidiaries may not be considered arm’s length with an unrelated third party. Therefore, the condensed financial statements included herein may not necessarily reflect the results of operations, financial position and cash flows had the Company engaged in such transactions with an unrelated third party during all periods presented. Accordingly, the Company’s historical financial information is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future, if and when the Company contracts at arm’s length with unrelated third parties for products and services the Company receives from and provides to Logiq.

Going Concern

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to support operations, and the attainment of profitable operations.  During the nine months ended September 30, 2022, the Company had service revenues of CreateApp in the amount of $5,277,379 and had negative cash flows from operating activities.  As of September 30, 2022, the Company had an accumulated deficit of $6,141,220. These factors raise substantial doubt upon the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

6

Note 1–Nature of Business and Continuance of Operations (continued)

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn and increased inflation in the United States. The impact on the Company was significant for the nine months ended September 30, 2022 and also full year fiscal 2021, but management continues to monitor the situation as more of the population in the region where we operate is vaccinated and business has begun returning to some normality. In addition, many of our customers are working remotely, which may delay the timing of new business and implementations of our services. If COVID-19 and/or inflation continues to have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall financial performance could be harmed.

Note 2 – Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Restatement of Previously Issued Consolidated Financial Statements

The Company has restated its Consolidated Balance Sheets as of September 30, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements of the nine months ended September 30, 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect reverse acquisition with would not have resulted in the recognition of goodwill and intangible assets.

1. Restatement of Financial Statements:

On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting 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, the company will restate the transaction accordingly. In light of the SEC Staff Statement, the Company is restating its financial statements as of and for the nine months ended September 30, 2022 and December 31, 2021.

The reason for the Company restatement of the 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, the company will restate the transaction accordingly.

7

2. Change in Accounting Treatment of Reverse Acquisition:

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 year adjustments were necessary. The Company acquired substantially all the CreateApp assets from Logiq 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, 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.

The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of September 30, 2022. 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 September 30, 2022 filed with the SEC on November 14, 2022. 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.

8

GoLogiq, Inc.

Balance Sheets

(Expressed in U.S. dollars)

	September 30, 2022									December 31, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
ASSETS
Current Assets
Cash and cash equivalents		-			-			-			-			-			-
Intangible assets, net		24,000,000			(24,000,000	)		-			-			-			-
Goodwill		7,500,000			(7,500,000	)		-			-			-			-
Prepaid expenses and deposits		292,401			(292,401	)		-			350			(350	)		-
TOTAL ASSETS		31,792,401			(31,792,401	)		-			350			(350	)		-
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		86,665			(86,665	)		-			20,500			(20,500	)		-
Due to a related party		641,471			843,959			1,485,430			22,493			(22,493	)		-
Total Liabilities		728,136			757,294			1,485,430			42,993			(42,993	)		-
Stockholder’s Funds (Deficit)
Common stock
Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 and 5,731,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		36,913			-			36,913			5,731			(5,731	)		-
Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares		-			-			-			-			26,351			26,351
Additional paid-in capital		33,807,559			(29,188,624	)		4,618,935			17,234			3,383,036			3,400,270
Share subscriptions receivable		(58	)		-			(58	)		(58	)		58			-
Deficit		(2,780,149	)		(3,361,071	)		(6,141,220	)		(65,550	)		(3,361,071	)		(3,426,621	)
Total Stockholder’s Funds (Deficit)		31,064,265			(32,549,695	)		(1,485,430	)		(42,643	)		42,643			-
TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS		31,792,401			(31,792,401	)		-			350			(350	)		-

9

GoLogiq, Inc.

Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

	Three months ended September 30, 2021									Nine months ended September 30, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
Service Revenue		-			2,849,539			2,849,539			-			8,134,352			8,134,352
Cost of Service		-			1,945,854			1,945,854			-			5,595,014			5,595,014
Gross Profit		-			903,685			903,685			-			2,539,338			2,539,338
Operating Expenses
General and administrative		1,785			324,320			326,105			8,800			832,092			840,892
Sales and marketing		-			52,550			52,550			-			122,300			122,300
Research and development		-			1,257,220			1,257,220			-			3,449,720			3,449,720
Total Operating Expenses		1,785			1,634,090			1,635,875			8,800			4,404,112			4,412,912
Net (Loss) and Comprehensive (Loss)		(1,785	)		(730,405	)		(732,190	)		(8,800	)		(1,864,774	)		(1,873,574	)
Basic and Diluted Net (Loss) per Common Share		(0.000	)		-			(0.128	)		(0.002	)		-			(0.327	)
Weighted Average Number of Common Shares Outstanding		5,731,000			-			5,731,000			5,731,000			-			5,731,000

10

GoLogiq, Inc.

Statement of Cash Flows

(Expressed in U.S. dollars)

	Nine months ended September 30, 2022									Nine months ended September 30, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
OPERATING ACTIVITIES
Net (Loss) for the Period		(2,714,599	)		-			(2,714,599	)		(8,800	)		(1,864,774	)		(1,873,574	)
Changes in Operating Assets and Liabilities:
Prepaid expense and deposits		(292,051	)		292,051			-			355			(355	)		-
Accounts payable and accrued liabilities		66,164			(66,164	)		-			1,500			(1,500	)		-
Issuance of shares for service received		1,148,712			-			1,148,712			-			-			-
Net Cash (Used in) Operating Activities		(1,791,774	)		225,887			(1,565,887	)		(6,945	)		(1,866,629	)		(1,873,574	)
FINANCING ACTIVITIES
Due to related party		618,979			866,451			1,485,430			2,268			(113,188	)		(110,920	)
Net Cash Provided by (Used in) Financing Activities		618,979			866,451			1,485,430			2,268			(113,188	)		(110,920	)
INVESTING ACTIVITIES
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company		1,172,795			(1,092,338)			80,457			-			-			-
Net Movement in Investing Activities		1,172,795			(1,092,338)			80,457			-			-			-
Change in Cash		-			-			-			(4,677	)		(1,979,817	)		(1,984,494	)
Cash, Beginning of Year		-			-			-			4,677			1,979,817			1,984,494
Cash, End of Period		-			-			-			-			-			-
NON-CASH TRANSACTION
Issuance of shares for services received		1,148,712			-			1,148,712			-			-			-

11

Note 2 – Significant Accounting Policies (continued)

Use of Estimates and Judgments

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. 

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Loss Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

As of September 30, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets.

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

12

Note 2 – Significant Accounting Policies (continued)

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist of cash, accounts payable and accrued liabilities, and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of September 30, 2022 and 2021, the Company had no items that affected comprehensive loss.

Recent Accounting Pronouncements

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements.

Note 3 – Related Party Transactions

On January 27, 2022, the Logiq completed the transfer of its AppLogiq business to the Company. In connection with the completion of the transfer of AppLogiq to the Company, the Company issued 26,350,756 shares of its common shares to Logiq (the “GoLogiq Shares”). Logiq held the GoLogiq Shares until July 27, 2022, on which date it distributed 100% of the GoLogiq Shares to Logiq’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 received 1 share of GoLogiq) through a spin off.  As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq.

On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”), to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each of such members of management are to a repurchase option, and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% in equal monthly installments over a period of twelve months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period.

13

Note 4 – Bank Account Arrangement

As part of the transitional arrangements, the Company is able to utilize the GoLogiq bank account in Logiq for its operational activities.

Note 5 – Stockholder’s Equity

Issuance of Common Stock

During the period from January 1, 2022 to March 31, 2022, a total of 29,470,756 shares with par value $0.001 per share were issued to various stockholders.

During the period from April 1, 2022 to June 30, 2022, a total of 600,000 shares with par value $0.001 per share were issued to various stockholders.

During the period from July 1, 2022 to September 30, 2022, a total of 1,111,503 shares with par value $0.001 per share were issued to various stockholders.

Creation of Series A Preferred Stock 

On July 26, 2022, the Company filed a Certificate of Designation of Series A Preferred Stock (the “COD”) with the Secretary of State of the State of Nevada to designate 2,000,000 of the Company’s authorized shares of preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”), which COD sets forth the rights, preferences and limitations of the shares of the Series A Preferred. In accordance with the Company’s amended and restated articles of incorporation, the Company’s board of directors approved the COD and creation of the Series A Preferred; stockholder approval was not required.

A summary of the material rights, preferences and limitations of the Series A Preferred, as set forth in the COD, is set forth below.

Rank - Except as otherwise set forth in the COD, with respect to rights on liquidation, winding up and dissolution, the Series A Preferred ranks pari passu to shares of the Company’s common stock.

Dividends - Holders of Series A Preferred are entitled to dividends equal to (on an as-if-converted-to-common stock basis calculated based on the Conversion Ratio (defined below), disregarding for such purpose any conversion limitations or liquidation preferences) and in the same form as dividends actually paid on shares of the Company’s common stock when, as and if such dividends are paid on shares of the common stock.

Liquidation Rights - In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred shall be entitled to receive, on an as-if-converted-to-common stock basis (calculated based on the Conversion Ratio, disregarding for such purpose any conversion limitations or liquidation preferences), the entire assets of the Company legally available for distribution by the Company with equal priority and pro rata among the holders of the Company’s common stock.

Voting Rights - Holders of Series A Preferred have the right to cast forty-five (45) votes for each share of Series A Preferred held of record on all matters submitted to a vote of holders of the Company’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. Holders shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company, except to the extent that voting as a separate class or series is required by law.

Conversion - Each share of Series A Preferred is convertible, at the option of the holder, at any time and from time to time commencing on the eighteenth (18th) anniversary of July 26, 2022 (such period, the “Holding Period”), into one (1) share of Company common stock (the “Conversion Ratio”), subject to certain adjustments. In the event of a Liquidation Event (as defined in the COD), such optional conversion right will terminate at the close of business on the last full day preceding the date fixed for payment or distribution in connection therewith.

14

Note 5 – Stockholder’s Equity (continued)

In the event of (i) an initial public offering of a subsidiary of the Company or (ii) a significant acquisition of a business or assets in a transaction value equal to or greater than $5,000,000 (the “Premium Triggering Events”) during the Holding Period, the Conversion Ratio shall automatically increase such that each share of Series A Preferred shall be convertible, at the option of the holder thereof, at any time and from time to time thereafter, into three (3) shares of Company common stock.

No fractional shares of common stock shall be issued upon conversion of the Series A Preferred. In lieu of any fractional shares to which a holder would otherwise be entitled, the number of shares of common stock to be issued upon conversion of the Series A Preferred shall be rounded to the nearest whole share.

In the event of a conversion, any shares of Series A Preferred that were converted into Company common stock shall be retired and cancelled, and may not be reissued as shares of such series.

Redemption - Holders of the Series A Preferred shall not have redemption rights.

Issuance of Preferred Stock

On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each of such members of management are to a repurchase option, and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% in equal monthly installments over a period of twelve months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period.

Stock-Based Compensation

During the three months ended March 31, 2022, a total of 3,120,000 shares of Company common stock with par value of $0.001 per share were issued for consultancy services received, including shares issued to directors, operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled “Issuance of Common Stock,” above.

During the three months ended June 30, 2022, a total of 600,000 shares of Company common stock with par value of $0.001 per share were issued for consultancy services received, including shares issued to operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled “Issuance of Common Stock,” above.

During the three months ended September 30, 2022, a total of 874,848 shares of Company common stock with par value of $0.001 per share were issued for consultancy services received, including shares issued to operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled “Issuance of Common Stock,” above.

15

Note 6 – Subsequent Events

GammaRey

Effective March 7, 2023, the Company, GammaRey and the shareholders of GammaRey (“GammaRey Shareholders”) entered into a share exchange agreement (the “GammaRey Share Exchange Agreement”) and its amendment (the “First Amendment”) which provided for the issuance of an aggregate of 106,666,667 shares of Company common stock in exchange for 100% of the common stock of GammaRey.  

As the Company described in its Original Report, effective March 7, 2023 (the “Closing Date”), the Company, GammaRey and the GammaRey Shareholders effected the legal consummation of the transactions contemplated by the GammaRey Share Exchange Agreement.  On the Closing Date, the Company acquired 100% of the common stock of GammaRey, and the GammaRey Shareholders became entitled to the immediate issuance of an aggregate of seventy-seven million five hundred thousand (77,500,000) shares of common stock of the Company (the “GammaRey Shareholder Shares:)”, subject to the satisfaction of post-closing conditions, including provision by all of the GammaRey Shareholders of sufficient personal information to the Company’s transfer agent necessary for the book entry of such shareholders’ shares in GOLQ.  Several of the shareholders of GammaRey had not provided sufficient personal information to the Company’s transfer agent necessary for the book entry of all of such shareholders’ shares, with such shares having insufficient information totaling one million two hundred fifty two thousand five hundred (1,252,500) shares in aggregate of the GammaRey Shareholder Shares, which as of the date of this Report have not been issued.  

The shares were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering, and Regulation D and Regulation S under that section, and that these securities, when issued, may not be offered or sold in the United States 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.

Under the First Amendment the GammaRey Shareholders were entitled to up to an additional twenty-nine million one hundred sixty-six thousand six hundred sixty-seven (29,166,667) shares of common stock of the Company being reserved for later issuance to the GammaRey Shareholders pursuant to the terms of the Share Exchange Agreement.  Such conditions were not satisfied under the terms of the First Amendment and therefore, such shares have not, and will not, be issued. 

As GammaRey has been unable to obtain and deliver audited financial statements as contemplated by the parties, which financials statements are necessary for required public disclosures by the Company pursuant to the U.S. federal securities laws, the Company, GammaRey and the GammaRey Shareholders have entered into a Mutual Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release (the “GammaRey Termination Agreement”) whereby the parties mutually elected to abandon the proposed business combination and to terminate the Share Exchange Agreement and cancel the GammaRey Shareholder Shares totaling seventy-six million two hundred forty-seven thousand five hundred (76,247,500) shares that were issued pursuant to the GammaRey Share Exchange Agreement.  As such, the Company, GammaRey and the GammaRey Shareholders executed a Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release (the “GammaRey Termination Agreement”), dated July 19, 2023.  As of the date of this Report, the Company has obtained signatures from the GammaRey Shareholders representing seventy-five million four hundred ninety-seven thousand five hundred (75,497,500) shares and is currently obtaining the requisite personal information and stock powers required to return all previously issued Seventy-six million two hundred forty-seven thousand five hundred (76,247,500) shares to Treasury for cancellation.

16

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed as Exhibit 2.5 to this Report and is incorporated herein by reference. 

On December 22, 2022, GammaRey, Inc. was sued in Superior Court of California, County of Orange (Christian Murray v. GammaRey, Inc., et al., Case No. 30-2022-01299498-CU-OE-NJC) by the listed Plaintiff, and the Complaint includes four claims: (1) breach of employment contract; (2) failure to pay wages and penalties (3) fraud, and (4) a negligent representation claim. Plaintiff filed an Amendment to the Complaint on May 3, 2023 adding GoLogiq, Inc. which Service of Process was received on June 23, 2023.  We have yet to provide an answer to the Complaint as we are seeking proper legal representation in said matter.  We believe that the Plaintiff’s allegations are baseless and wholly without merit, and we plan to vigorously defend against this lawsuit. We have not accrued any expenses related to this lawsuit due to the loss not being probable.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.   These claims could subject us to costly litigation.  If this were to happen, the payment of any such awards could have a material adverse effect on our business, financial condition, and results of operations.  Additionally, any such claims, whether or not successful, could damage our reputation and business.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Stock Based Compensation

Subsequent to June 30, 2023 and the date of this Report, a total 16,444 shares with par value of $0.001per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants.

Share Exchange Agreement

On July 26, 2023, GoLogiq, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Symplefy, Inc., a Delaware corporation (“Symplefy”) and the shareholders of Symplefy (the “Shareholders”). Pursuant to the Share Exchange Agreement, at the closing thereof (the “Closing”), the Company agreed to exchange the outstanding shares of common stock of Symplefy held by the Shareholders (the “Symplefy Shares”) for an aggregate fifteen million ($15,000,000) equivalent of newly issued shares of the Common Stock of the Company, (the “GoLogiq Stock”)  (such amount of shares, the “Closing Shares”), and (ii) an aggregate of fifteen million ($15,000,000) equivalent of GoLogiq Stock payable pursuant to the terms of the Share Exchange Agreement (the “Earnout Shares” and together with the Closing Shares, the “Merger Consideration”), in each of cases (i) and (ii) priced on the fifteen (15) trading day volume weighted average price ("VWAP") immediately prior to the Closing, and be subject to the terms of distribution as set forth in the Share Exchange Agreement and the resale restrictions as defined therein.

17

Following the Closing, as consideration for the share exchange, Shareholders shall be eligible to receive their pro-rata share, as determined by their equity holdings in Symplefy as of Closing, of the Earnout Payment (as defined below) payable in GOLQ Stock, which will be subject to resale restrictions as defined in the Share Exchange Agreement.  Upon the occurrence of Symplefy achieving three hundred sixty (360) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment I”).  Upon the occurrence of Symplefy achieving two thousand (2000) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment II”).  Upon the occurrence of Symplefy achieving four thousand nine hundred (4900) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment III”).  

Stephen Jones – Appointment as Chief Financial Officer

On July 26, 2023, the Company appointed Stephen Jones as the Company’s new Chief Financial Officer. Previously, Brent Suen served as the Company’s Principal Accounting Officer. Mr. Suen will continue to serve as a director of the Company.

Stephen R. Jones is an international finance and operations executive with more the 15 years of experience leading global organizations in emerging markets in Asia and international, multi-cultural environments. He brings to the company broad and deep experience in starting, growing and expanding e-commerce and professional service business and financial services enterprises from pre-revenue to more than $8 billion in sales.

He previously served as CFO of Vemanti Group, a financial technology company located in Irvine, California. Earlier he served as CFO and COO of Dreamplex, a provider of hybrid working solutions for organizations located in Ho Chi Minh, Vietnam, and currently serves on the company’s board of directors.

Prior to Dreamplex, he served as COO of HMB, a service-based company that offers IT and technology solutions for medium to large companies in various industries. He also previously served as COO and CFO of Navigos Group in Ho Chi Minh City, Vietnam. He also previously served as COO and CFO of Portfolio Productions, a Portland-based visual communications firm offering a full range of creative and production capabilities.

Jones holds a B.A. in political science and history from Vanderbilt University, and an MBA in Finance and Accounting from University of Cincinnati Carl H. Lindner College of Business.

F. Hunter Gaylor – Departure as Presidnet and Chief Operating Office

Effective December 8, 2023, Hunter Gaylor submitted his resignation and will no longer serve as President and Chief Operating Officer of GoLogiq, Inc., a Nevada corporation (the “Company”).  The roles of President and Chief Operating Officer shall remain vacant until such time as the Board of Directors appoints replacements to fill those aforementioned roles.  Granger Whitelaw will continue in his role as Chief Executive Officer. 

Mr. Gaylor’s departure was not the result of any dispute or disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

18

Item 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 “Report”). 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 Report 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” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”), and 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

The financial information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three- and nine-month periods ended September 30, 2022 is that of GoLogiq, Inc. (formerly, Lovarra), including CreateApp, as the acquisition of the CreateApp business from Logiq, Inc. (“Logiq”) was consummated on January 27, 2022. The comparative financial information for the three- and nine-month periods ended September 30, 2021 and year ended December 31, 2021 included in this Report, unless otherwise indicated or as the context otherwise requires, is that of GoLogiq, Inc. prior to its acquisition of the CreateApp business segment from Logiq.

Introduction and Recent Developments

As of December 31, 2021, we were a development stage shell company with minimal operations and no revenues. As of December 31, 2021, we intended to provide subscription-based, highly secure expense and earnings tracking application service for personal and corporate use.

On January 27, 2022, we completed the acquisition of the CreateApp business segment from Logiq (a fully reporting public company) (the “CreateApp Acquisition”).  

On July 27, 2022, Logiq completed the spin off of its direct interests in the Company, in connection with which Logiq distributed an aggregate of 26,350,756 shares of the Company’s common stock then directly owned by Logiq to Logiq’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 received 1 share of the Company). As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq.

As of September 30, 2022, Logiq, through one of its subsidiaries, controlled approximately 12.2% of our issued and outstanding shares of common stock and voting power of our outstanding securities.

19

As a result of the CreateApp Acquisition, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Act), and our primary business is now that of the CreateApp business. After the CreateApp Acquisition, we abandoned our previous business model, and now we offer solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for their clients globally. Our solutions are provided through our core platform, operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web.

Our CreateApp platform enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing CreateApp, which is a platform that is offered as a Platform as a Service (“PaaS”). We provide our PaaS to SMBs in a wide variety of industry sectors.  

Additionally, we acquired our Atoz Pay/Go platform through the CreateApp Acquisition. Our AtozPay platform competes primarily with credit card and debit card service providers, banks with payment processing offerings, other offline payment options and other electronic payment system operators. AtozGo is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry.

Creation of Series A Preferred Stock 

On July 26, 2022, the Company filed a Certificate of Designation of Series A Preferred Stock (the “COD”) with the Secretary of State of the State of Nevada to designate 2,000,000 of the Company’s authorized shares of preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”), which COD sets forth the rights, preferences and limitations of the shares of the Series A Preferred. In accordance with the Company’s amended and restated articles of incorporation, the Company’s board of directors approved the COD and creation of the Series A Preferred; stockholder approval was not required.

A summary of the material rights, preferences and limitations of the Series A Preferred, as set forth in the COD, is set forth below.

Rank - Except as otherwise set forth in the COD, with respect to rights on liquidation, winding up and dissolution, the Series A Preferred ranks pari passu to shares of the Company’s common stock.

Dividends - Holders of Series A Preferred are entitled to dividends equal to (on an as-if-converted-to-common stock basis calculated based on the Conversion Ratio (defined below), disregarding for such purpose any conversion limitations or liquidation preferences) and in the same form as dividends actually paid on shares of the Company’s common stock when, as and if such dividends are paid on shares of the common stock.

Liquidation Rights - In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred shall be entitled to receive, on an as-if-converted-to-common stock basis (calculated based on the Conversion Ratio, disregarding for such purpose any conversion limitations or liquidation preferences), the entire assets of the Company legally available for distribution by the Company with equal priority and pro rata among the holders of the Company’s common stock.

Voting Rights - Holders of Series A Preferred have the right to cast forty-five (45) votes for each share of Series A Preferred held of record on all matters submitted to a vote of holders of the Company’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. Holders shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company, except to the extent that voting as a separate class or series is required by law.

Conversion - Each share of Series A Preferred is convertible, at the option of the holder, at any time and from time to time commencing on the eighteenth (18th) anniversary of July 26, 2022 (such period, the “Holding Period”), into one (1) share of Company common stock (the “Conversion Ratio”), subject to certain adjustments. In the event of a Liquidation Event (as defined in the COD), such optional conversion right will terminate at the close of business on the last full day preceding the date fixed for payment or distribution in connection therewith.

In the event of (i) an initial public offering of a subsidiary of the Company or (ii) a significant acquisition of a business or assets in a transaction value equal to or greater than $5,000,000 (the “Premium Triggering Events”) during the Holding Period, the Conversion Ratio shall automatically increase such that each share of Series A Preferred shall be convertible, at the option of the holder thereof, at any time and from time to time thereafter, into three (3) shares of Company common stock.

20

No fractional shares of common stock shall be issued upon conversion of the Series A Preferred. In lieu of any fractional shares to which a holder would otherwise be entitled, the number of shares of common stock to be issued upon conversion of the Series A Preferred shall be rounded to the nearest whole share.

In the event of a conversion, any shares of Series A Preferred that were converted into Company common stock shall be retired and cancelled, and may not be reissued as shares of such series.

Redemption - Holders of the Series A Preferred shall not have redemption rights.

Sale of Series A Preferred shares

On July 26, 2022 the Company sold and issued an aggregate of 2,000,000 shares of newly created Series A Preferred of the Company to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each of such members of management are subject to a repurchase option, and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% shall vest in equal monthly installments over a period of twelve (12) months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period.

Completion of Logiq Spin Off of the GoLogiq Shares

On July 27, 2022, Logiq completed the previously announced spin off of the GoLogiq Shares, constituting 100% of Logiq’s direct equity ownership of the Company. The spin off was completed through a special dividend of the 26,350,756 GoLogiq Shares held by Logiq, which were distributed to Logiq’s shareholders of record as of the close of business on 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 received 1 share of Company common stock).

As a result of the completion of the spin off, the Company is no longer a majority owned subsidiary of Logiq. 

Results of Operations

Comparison of the three months ended September 30, 2022 and 2021

Revenue

During the three months ended September 30, 2022, the Company generated $334,987 of revenue from its CreateApp platform, compare to $2,849,539 for the three months ended September 30, 2021.

Cost of Service Revenues

During the three months ended September 30, 2022, the Company incurred $179,580 from CreateApp platform operations, compared to $1,945,854 during the three months ended September 30, 2021.

Gross margin

During the three months ended September 30, 2022, the Company generated gross margin of $155,407 from its CreateApp platform, compared to $903,685 during the three months ended September 30, 2021.

Operating Expenses

Operating expenses were $832,567 and $1,635,875 for the three months ended September 30, 2022 and 2021, respectively.

21

Net Loss

Our net loss for the three months ended September 30, 2022 was $(677,160), compared to net loss of $(732,190) during the three months ended September 30, 2021, which increase is mainly attributable to the operations of CreateApp and corporate costs.

Comparison of the nine months ended September 30, 2022 and 2021

Revenue

During the nine months ended September 30, 2022, the Company generated $5,277,379 of revenue from its CreateApp platform, compare to $8,134,352 for the nine months ended September 30, 2021.

Cost of Service Revenues

During the nine months ended September 30, 2022, the Company incurred $3,287,992 from CreateApp platform operations, compared to $5,595,014 during the nine months ended September 30, 2021.

Gross margin

During the nine months ended September 30, 2022, the Company generated gross margin of $1,989,387 from its CreateApp platform, compared to $2,539,338 during the nine months ended September 30, 2021.

Operating Expenses

Operating expenses were $4,703,986 and $4,412,912 for the nine months ended September 30, 2022 and 2021, respectively.

Net Loss

Our net loss for the nine months ended September 30, 2022 was $(2,714,599), compared to net loss of $(1,873,574) during the nine months ended September 30, 2021, which increase is mainly attributable to the operations of CreateApp and corporate costs.

Liquidity and Capital Resources

During the nine-month period ended September 30, 2022, our primary sources of capital came from (i) cash flows from our operations, predominantly from providing services under our CreateApp platform, and (ii) our acquisition of the CreateApp working capital balance as of December 31, 2021.

Stockholders’ deficit were $(1,485,430) as of September 30, 2022, compared to stockholders’ deficit of $nil as of December 31, 2021.

On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred stock to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share).

22

We expect that we will use our future sources of liquidity, cash flows (post-CreateApp Acquisition) and fund raising to fund ongoing operations, research and development projects for new products and technologies, and provide ongoing support services for our customers. Over the next two fiscal years, we anticipate that we will use our liquidity, and cash flows and from our operations together with fund raising to fund our growth. In addition, as part of our business strategy, we may occasionally evaluate potential acquisitions of businesses, products and technologies, and minority equity investments. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses or minority equity investments. Such potential transactions may require substantial capital resources, which may require us to seek additional debt or equity financing. We cannot assure you that we will be able to successfully identify suitable acquisition or investment candidates, complete acquisitions or investments, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot provide assurances that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all.

We expect that we will need to raise additional capital through the issuance of additional equity and/or debt. If financing is not available at adequate levels, we may need to reevaluate our operating plans. Based on projected activities, management projects that cash and cash equivalents on hand are not sufficient to support operations for at least the next 12 months, which raises substantial doubt about the Company’s ability to continue as a going concern without implementing fund raising or continuing support from its shareholders.

Cash Used in Operating Activities

Operating activities used $(1,565,887) in operations for the nine months ended September 30, 2022, as compared to $(1,873,574) in for the nine months ended September 30, 2021.

Financing Activities

During the nine months ended September 30, 2022, financing activities net cash provided by $1,485,430 compared to net cash used in $(110,920) for the nine months ended September 30, 2021 

Investing Activities

Investing activities provided $80,457 in cash for the nine months ended September 30, 2022, as compared to $nil in for the nine months ended September 30, 2021. This increase is a result of amounts arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq to the Company. 

Contractual Obligations and Commitments

We had no material contractual obligations as of September 30, 2022.

Off-Balance Sheet Financing Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022. We did not participate in transactions that created relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

23

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Our critical accounting policies and estimates are included in Note 2 of the notes to our financial statements for the nine months ended September 30, 2022, included elsewhere in this Report.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Note 2 of the notes to our financial statements for the nine months ended September 30, 2022, included elsewhere in this Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Report and have concluded that the disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.  The Company does not address segregation of duties and does not have proper oversight of management through an independent Audit Committee or board of directors.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  Our independent auditors have not, and is not required to, provide assurance over our internal controls over financial reporting. 

24

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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, 2021, filed with the SEC on April 13, 2022 (the “Annual Report”), as well as the other information in 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 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 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

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

On January 28, 2022, the Company issued 26,350,756 shares of the Company’s common stock to Logiq in connection with its acquisition of CreateApp.

During the three months ended March 31, 2022, a total of 3,120,000 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to directors, operational staff, legal consultants.

During the three months ended June 30, 2022, a total of 600,000 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to operational staff, legal consultants.

During the three months ended September 30, 2022, a total of 874,848 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to operational staff, legal consultants.

25

As discussed above, on July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of newly created Series A Preferred stock of the Company to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each of such members of management is subject to a repurchase option and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% shall vest in equal monthly installments over a period of twelve months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period.

No underwriters were involved in the transactions described above. All of the securities issued in the foregoing transactions were issued by the Company in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D and/or Regulation S promulgated thereunder, in that the transactions involved the issuance and sale of the Company’s securities to financially sophisticated individuals or entities that were aware of the Company’s activities and business and financial condition, and took the securities for investment purposes and understood the ramifications of their actions. The Company did not engage in any form of general solicitation or general advertising in connection with the transactions. The individuals or entities represented that they were each an “accredited investor” as defined in Regulation D at the time of issuance of the securities, and that each of such individuals or entities was acquiring such securities for their own account and not for distribution. All certificates, if such certificates were issued in certificated form, representing the securities issued have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable to our Company.

Item 5. Other Information

None.

26

Item 6. Exhibits

Exhibit number	Exhibit description	Incorporated by Reference (Form Type)	Filing Date	Filed herewith
2.1	Form of Separation Agreement, dated December 15, 2021, by and among Lovarra and Logiq, Inc.	8-K	1/27/2022
2.2	Form of Master Distribution Agreement, dated December 15, 2021, by and among Lovarra and Logiq, Inc.	8-K	1/27/2022
2.3	Form of Tax Sharing Agreement, dated December 15, 2021, by and among Lovarra and Logiq, Inc.	8-K	1/27/2022
2.4	Form of Transition Services Agreement, dated December 15, 2021, by and among Lovarra and Logiq, Inc.	8-K	1/27/2022
3.1	Articles of Incorporation of Lovarra, dated January 29, 2018.	S-1/A	8/8/2019
3.2	Amended and Restated Bylaws, dated September 10, 2020.	10-K	4/13/2022
3.3	Certificate of Amendment to Articles of Incorporation of Lovarra, dated January 5, 2022.	8-K	1/27/2022
3.4	First Amendment to the Amended and Restated Bylaws of Lovarra, dated March 15, 2022.	8-K	3/21/2022
3.5	First Amendment to the Amended and Restated Bylaws of Lovarra, dated March 15, 2022.	8-K	3/21/2022
3.6	First Amended and Restated Articles of Incorporation, effective as of May 9, 2022.	8-K	5/3/2022
3.7	Second Amended and Restated Bylaws, effective as of May 9, 2022.	8-K	5/3/2022
3.8	Certificate of Designation of Series A Preferred Stock, effective as of July 26, 2022.	8-K	7/26/22
31.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X
31.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002			X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002			X
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)			**

*

Furnished 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

27

SIGNATURES

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

Date: April 30, 2024

GoLogiq, Inc.
By:	/s/ Granger Whitelaw
	Granger Whitelaw
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Stephen Jones
	Stephen Jones
	Chief Financial Officer
	(Principal Financial Officer)

28

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Granger Whitelaw, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of GoLogiq, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 30, 2024	By:	/s/ Granger Whitelaw
		Granger Whitelaw
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Stephen Jones certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of GoLogiq, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

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

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: April 30, 2024	By:	/s/ Stephen Jones
		Stephen Jones
		Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

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

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q/A of GoLogiq, Inc. (the “Company”) for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2022 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: April 30, 2024	By:	/s/ Granger Whitelaw
		Granger Whitelaw
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 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

In connection with the Quarterly Report on Form 10-Q/A of GoLogiq, Inc. (the “Company”) for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: April 30, 2024	By:	/s/ Stephen Jones
		Stephen Jones
		Chief Financial Officer (Principal Financial Officer)

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 10, 2022
Entity Information [Line Items]
Entity Registrant Name	GoLogiq, Inc.
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		37,040,577
Amendment Flag	true
Entity Central Index Key	0001746278
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-231286
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	35-2618297
Entity Address, Address Line One	230 Victoria Steet Bugis Junction
Entity Address, Address Line Two	#15-01/08
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	188024
City Area Code	65
Local Phone Number	9366 2322
Entity Interactive Data Current	Yes
Entity Address, Country	SG
Amendment Description	GoLogiq, Inc. (formerly known as Lovarra) (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 September 30, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Original Form 10-Q”).

XML

Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current Liabilities
Due to related Parties	$ 1,485,430	$ 0
Total Liabilities	1,485,430	0
Stockholder's Funds (Deficit)
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 as of September 30, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively	36,913	26,351
Additional paid-in capital	4,618,935	3,400,270
Share subscriptions receivable	(58)	0
Deficit	(6,141,220)	(3,426,621)
Total Stockholder's Deficit	(1,485,430)	0
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS	$ 0	$ 0

XML

Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock acquired	36,913,259	26,350,756

XML

Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Service Revenue	$ 334,987			$ 2,849,539			$ 5,277,379	$ 8,134,352
Cost of Service	179,580			1,945,854			3,287,992	5,595,014
Gross Profit	155,407			903,685			1,989,387	2,539,338
Operating Expenses
General and administrative	511,567			326,105			2,312,486	840,892
Sales and Marketing	0			52,550			5,000	122,300
Research and development	321,000			1,257,220			2,386,500	3,449,720
Total Operating Expenses	832,567			1,635,875			4,703,986	4,412,912
Net (Loss) and Comprehensive (Loss)	$ (677,160)	$ (646,817)	$ (1,390,623)	$ (732,190)	$ (623,952)	$ (517,432)	$ (2,714,599)	$ (1,873,574)
Basic, Net (Loss) per Common Share	$ (0.019)			$ (0.128)			$ (0.083)	$ (0.327)
Net (Loss) per Common Share, Diluted	$ (0.019)			$ (0.128)			$ (0.083)	$ (0.327)
Weighted Average Number of Common Shares Outstanding, Basic	36,463,337			5,731,000			32,748,824	5,731,000
Weighted Average Number of Common Shares Outstanding, Diluted	36,463,337			5,731,000			32,748,824	5,731,000

XML

Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
OPERATING ACTIVITIES
Net (Loss) for the Period	$ (2,714,599)	$ (1,873,574)
Changes in Operating Assets and Liabilities:
Issuance of shares for service received	1,148,712	0
Net Cash (Used in) Operating Activities	(1,565,887)	(1,873,574)
FINANCING ACTIVITIES
Due to related party	1,485,430	(110,920)
Net Cash Provided by (Used in) Financing Activities	1,485,430	(110,920)
INVESTING ACTIVITIES
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company	80,457	0
Net Movement in Investing Activities	80,457	0
Change in Cash	0	(1,984,494)
Cash, Beginning of Year	0	1,984,494
Cash, End of Period	0	0
NON-CASH TRANSACTION
Issuance of shares for services received	$ 1,148,712	$ 0

XML

Statements of Stockholder's Equity (Deficit) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Share Subscription Receivable	Accumulated Deficit
Balance at Dec. 31, 2020	$ 3,426,621	$ 26,351	$ 3,400,270		$ 0
Balance (in Shares) at Dec. 31, 2020		26,350,756
Net (loss) for the period	(517,432)	$ 0	0		(517,432)
Balance at Mar. 31, 2021	2,909,189	$ 26,351	3,400,270		(517,432)
Balance (in Shares) at Mar. 31, 2021		26,350,756
Balance at Dec. 31, 2020	3,426,621	$ 26,351	3,400,270		0
Balance (in Shares) at Dec. 31, 2020		26,350,756
Net (loss) for the period	(1,873,574)
Balance at Sep. 30, 2021	1,553,047	$ 26,351	3,400,270		(1,873,574)
Balance (in Shares) at Sep. 30, 2021		26,350,756
Balance at Mar. 31, 2021	2,909,189	$ 26,351	3,400,270		(517,432)
Balance (in Shares) at Mar. 31, 2021		26,350,756
Net (loss) for the period	(623,952)	$ 0	0		(623,952)
Balance at Jun. 30, 2021	2,285,237	$ 26,351	3,400,270		(1,141,384)
Balance (in Shares) at Jun. 30, 2021		26,350,756
Net (loss) for the period	(732,190)	$ 0	0		(732,190)
Balance at Sep. 30, 2021	1,553,047	$ 26,351	3,400,270		(1,873,574)
Balance (in Shares) at Sep. 30, 2021		26,350,756
Balance at Dec. 31, 2021	0	$ 26,351	3,400,270	$ 0	(3,426,621)
Balance (in Shares) at Dec. 31, 2021		26,350,756
Issuance of Shares for share exchange	(42,643)	$ 5,731	(48,316)	(58)	0
Issuance of Shares for share exchange (in Shares)		5,731,000
Issuance of Shares for services	0	$ 3,120	(3,120)	0	0
Issuance of Shares for services (in Shares)		3,120,000
Net (loss) for the period	(1,390,623)	$ 0	0	0	(1,390,623)
Balance at Mar. 31, 2022	(1,433,266)	$ 35,202	3,348,834	(58)	(4,817,244)
Balance (in Shares) at Mar. 31, 2022		35,201,756
Balance at Dec. 31, 2021	0	$ 26,351	3,400,270	0	(3,426,621)
Balance (in Shares) at Dec. 31, 2021		26,350,756
Net (loss) for the period	(2,714,599)
Balance at Sep. 30, 2022	(1,485,430)	$ 36,913	4,618,935	(58)	(6,141,220)
Balance (in Shares) at Sep. 30, 2022		36,913,259
Balance at Mar. 31, 2022	(1,433,266)	$ 35,202	3,348,834	(58)	(4,817,244)
Balance (in Shares) at Mar. 31, 2022		35,201,756
Issuance of Shares	632,758	$ 600	632,158	0	0
Issuance of Shares (in Shares)		600,000
Net (loss) for the period	(646,817)	$ 0	0	0	(646,817)
Balance at Jun. 30, 2022	(1,447,324)	$ 35,802	3,980,992	(58)	(5,464,060)
Balance (in Shares) at Jun. 30, 2022		35,801,756
Issuance of Shares	425,719	$ 237	425,482	0	0
Issuance of Shares (in Shares)		236,661
Cancel Shares	0	$ 0	0	0	0
Cancel Shares (in Shares)		(6)
Issuance of Shares for services	213,335	$ 874	212,461	0	0
Issuance of Shares for services (in Shares)		874,848
Net (loss) for the period	(677,160)	$ 0	0	0	(677,160)
Balance at Sep. 30, 2022	$ (1,485,430)	$ 36,913	$ 4,618,935	$ (58)	$ (6,141,220)
Balance (in Shares) at Sep. 30, 2022		36,913,259

XML

Nature of Business and Continuance of Operations

9 Months Ended

Sep. 30, 2022

Nature of Business and Continuance of Operations [Abstract]

Nature of Business and Continuance of Operations

Note 1 – Nature of Business and Continuance of Operations

GoLogiq, Inc. (formerly known as Lovarra) (the “Company”) was incorporated on January 29, 2018 under the laws of the State of Nevada. As of December 31, 2021, the Company was a shell company focused on software application development, including an expense and income tracker and a physical wallet with a lock that can be opened via Bluetooth linked by a user application. On January 27, 2022, the Company completed the acquisition of the business segment of CreateApp from Logiq Inc. (a fully reporting public company) (“Logiq”). As a result, the Company’s results of operations for the three and nine-month periods ended September 30, 2022 include the operations of CreateApp.

On May 9, 2022, the Company changed its name from Lovarra Inc. to GoLogiq, with the Secretary of State of the State of California, and on June 9, 2022, the Company’s common stock began trading on the OTC Markets marketplace under the Company’s new name, GoLogiq, Inc., and the new ticker symbol “GOLQ.”

On July 27, 2022, Logiq completed the spin off of its direct interests in the Company, in connection with which Logiq distributed an aggregate of 26,350,756 shares of the Company’s common stock then directly owned by Logiq to Logiq’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 received 1 share of the Company). As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq.

As of September 30, 2022, Logiq controlled, through one of its subsidiaries, approximately 12.2% of the Company’s outstanding shares of common stock and voting power of the Company’s outstanding securities.

As a result of the CreateApp acquisition, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Act), and the Company’s primary business is now that of the CreateApp business. As a result of the CreateApp business acquisition, the Company now offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for their clients globally. The Company’s solutions are provided through its core platform, operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web.

The Company’s CreateApp platform enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing CreateApp, which is a platform that is offered as a Platform as a Service (“PaaS”). The Company provides its PaaS to SMBs in a wide variety of industry sectors.

Management believes the assumptions underlying the condensed financial statements are reasonable. However, the amounts recorded for the Company’s related party transactions with Logiq and its consolidated subsidiaries may not be considered arm’s length with an unrelated third party. Therefore, the condensed financial statements included herein may not necessarily reflect the results of operations, financial position and cash flows had the Company engaged in such transactions with an unrelated third party during all periods presented. Accordingly, the Company’s historical financial information is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future, if and when the Company contracts at arm’s length with unrelated third parties for products and services the Company receives from and provides to Logiq.

Going Concern

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to support operations, and the attainment of profitable operations.  During the nine months ended September 30, 2022, the Company had service revenues of CreateApp in the amount of $5,277,379 and had negative cash flows from operating activities.  As of September 30, 2022, the Company had an accumulated deficit of $6,141,220. These factors raise substantial doubt upon the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn and increased inflation in the United States. The impact on the Company was significant for the nine months ended September 30, 2022 and also full year fiscal 2021, but management continues to monitor the situation as more of the population in the region where we operate is vaccinated and business has begun returning to some normality. In addition, many of our customers are working remotely, which may delay the timing of new business and implementations of our services. If COVID-19 and/or inflation continues to have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall financial performance could be harmed.

XML

Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 – Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Restatement of Previously Issued Consolidated Financial Statements

The Company has restated its Consolidated Balance Sheets as of September 30, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements of the nine months ended September 30, 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect reverse acquisition with would not have resulted in the recognition of goodwill and intangible assets.

1. Restatement of Financial Statements:

On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting 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, the company will restate the transaction accordingly. In light of the SEC Staff Statement, the Company is restating its financial statements as of and for the nine months ended September 30, 2022 and December 31, 2021.

The reason for the Company restatement of the 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, the company will restate the transaction accordingly.

2. Change in Accounting Treatment of Reverse Acquisition:

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 year adjustments were necessary. The Company acquired substantially all the CreateApp assets from Logiq 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, 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.

The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of September 30, 2022. 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 September 30, 2022 filed with the SEC on November 14, 2022. 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.

GoLogiq, Inc.

Balance Sheets

(Expressed in U.S. dollars)

	September 30, 2022									December 31, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
ASSETS
Current Assets
Cash and cash equivalents		-			-			-			-			-			-
Intangible assets, net		24,000,000			(24,000,000	)		-			-			-			-
Goodwill		7,500,000			(7,500,000	)		-			-			-			-
Prepaid expenses and deposits		292,401			(292,401	)		-			350			(350	)		-
TOTAL ASSETS		31,792,401			(31,792,401	)		-			350			(350	)		-
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		86,665			(86,665	)		-			20,500			(20,500	)		-
Due to a related party		641,471			843,959			1,485,430			22,493			(22,493	)		-
Total Liabilities		728,136			757,294			1,485,430			42,993			(42,993	)		-
Stockholder’s Funds (Deficit)
Common stock
Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 and 5,731,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		36,913			-			36,913			5,731			(5,731	)		-
Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares		-			-			-			-			26,351			26,351
Additional paid-in capital		33,807,559			(29,188,624	)		4,618,935			17,234			3,383,036			3,400,270
Share subscriptions receivable		(58	)		-			(58	)		(58	)		58			-
Deficit		(2,780,149	)		(3,361,071	)		(6,141,220	)		(65,550	)		(3,361,071	)		(3,426,621	)
Total Stockholder’s Funds (Deficit)		31,064,265			(32,549,695	)		(1,485,430	)		(42,643	)		42,643			-
TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS		31,792,401			(31,792,401	)		-			350			(350	)		-

GoLogiq, Inc.

Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

	Three months ended September 30, 2021									Nine months ended September 30, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
Service Revenue		-			2,849,539			2,849,539			-			8,134,352			8,134,352
Cost of Service		-			1,945,854			1,945,854			-			5,595,014			5,595,014
Gross Profit		-			903,685			903,685			-			2,539,338			2,539,338
Operating Expenses
General and administrative		1,785			324,320			326,105			8,800			832,092			840,892
Sales and marketing		-			52,550			52,550			-			122,300			122,300
Research and development		-			1,257,220			1,257,220			-			3,449,720			3,449,720
Total Operating Expenses		1,785			1,634,090			1,635,875			8,800			4,404,112			4,412,912
Net (Loss) and Comprehensive (Loss)		(1,785	)		(730,405	)		(732,190	)		(8,800	)		(1,864,774	)		(1,873,574	)
Basic and Diluted Net (Loss) per Common Share		(0.000	)		-			(0.128	)		(0.002	)		-			(0.327	)
Weighted Average Number of Common Shares Outstanding		5,731,000			-			5,731,000			5,731,000			-			5,731,000

GoLogiq, Inc.

Statement of Cash Flows

(Expressed in U.S. dollars)

	Nine months ended September 30, 2022									Nine months ended September 30, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
OPERATING ACTIVITIES
Net (Loss) for the Period		(2,714,599	)		-			(2,714,599	)		(8,800	)		(1,864,774	)		(1,873,574	)
Changes in Operating Assets and Liabilities:
Prepaid expense and deposits		(292,051	)		292,051			-			355			(355	)		-
Accounts payable and accrued liabilities		66,164			(66,164	)		-			1,500			(1,500	)		-
Issuance of shares for service received		1,148,712			-			1,148,712			-			-			-
Net Cash (Used in) Operating Activities		(1,791,774	)		225,887			(1,565,887	)		(6,945	)		(1,866,629	)		(1,873,574	)
FINANCING ACTIVITIES
Due to related party		618,979			866,451			1,485,430			2,268			(113,188	)		(110,920	)
Net Cash Provided by (Used in) Financing Activities		618,979			866,451			1,485,430			2,268			(113,188	)		(110,920	)
INVESTING ACTIVITIES
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company		1,172,795			(1,092,338)			80,457			-			-			-
Net Movement in Investing Activities		1,172,795			(1,092,338)			80,457			-			-			-
Change in Cash		-			-			-			(4,677	)		(1,979,817	)		(1,984,494	)
Cash, Beginning of Year		-			-			-			4,677			1,979,817			1,984,494
Cash, End of Period		-			-			-			-			-			-
NON-CASH TRANSACTION
Issuance of shares for services received		1,148,712			-			1,148,712			-			-			-

Use of Estimates and Judgments

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. 

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Loss Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

As of September 30, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets.

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist of cash, accounts payable and accrued liabilities, and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of September 30, 2022 and 2021, the Company had no items that affected comprehensive loss.

Recent Accounting Pronouncements

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements.

XML

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Note 3 – Related Party Transactions

On January 27, 2022, the Logiq completed the transfer of its AppLogiq business to the Company. In connection with the completion of the transfer of AppLogiq to the Company, the Company issued 26,350,756 shares of its common shares to Logiq (the “GoLogiq Shares”). Logiq held the GoLogiq Shares until July 27, 2022, on which date it distributed 100% of the GoLogiq Shares to Logiq’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 received 1 share of GoLogiq) through a spin off.  As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq.

On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”), to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each of such members of management are to a repurchase option, and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% in equal monthly installments over a period of twelve months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period.

XML

Bank Account Arrangement

9 Months Ended

Sep. 30, 2022

Bank Account Arrangement Abstract

Bank Account Arrangement

Note 4 – Bank Account Arrangement

As part of the transitional arrangements, the Company is able to utilize the GoLogiq bank account in Logiq for its operational activities.

XML

Stockholder's Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity Note [Abstract]

Stockholder's Equity

Note 5 – Stockholder’s Equity

Issuance of Common Stock

During the period from January 1, 2022 to March 31, 2022, a total of 29,470,756 shares with par value $0.001 per share were issued to various stockholders.

During the period from April 1, 2022 to June 30, 2022, a total of 600,000 shares with par value $0.001 per share were issued to various stockholders.

During the period from July 1, 2022 to September 30, 2022, a total of 1,111,503 shares with par value $0.001 per share were issued to various stockholders.

Creation of Series A Preferred Stock 

On July 26, 2022, the Company filed a Certificate of Designation of Series A Preferred Stock (the “COD”) with the Secretary of State of the State of Nevada to designate 2,000,000 of the Company’s authorized shares of preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”), which COD sets forth the rights, preferences and limitations of the shares of the Series A Preferred. In accordance with the Company’s amended and restated articles of incorporation, the Company’s board of directors approved the COD and creation of the Series A Preferred; stockholder approval was not required.

A summary of the material rights, preferences and limitations of the Series A Preferred, as set forth in the COD, is set forth below.

Rank - Except as otherwise set forth in the COD, with respect to rights on liquidation, winding up and dissolution, the Series A Preferred ranks pari passu to shares of the Company’s common stock.

Dividends - Holders of Series A Preferred are entitled to dividends equal to (on an as-if-converted-to-common stock basis calculated based on the Conversion Ratio (defined below), disregarding for such purpose any conversion limitations or liquidation preferences) and in the same form as dividends actually paid on shares of the Company’s common stock when, as and if such dividends are paid on shares of the common stock.

Liquidation Rights - In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, holders of Series A Preferred shall be entitled to receive, on an as-if-converted-to-common stock basis (calculated based on the Conversion Ratio, disregarding for such purpose any conversion limitations or liquidation preferences), the entire assets of the Company legally available for distribution by the Company with equal priority and pro rata among the holders of the Company’s common stock.

Voting Rights - Holders of Series A Preferred have the right to cast forty-five (45) votes for each share of Series A Preferred held of record on all matters submitted to a vote of holders of the Company’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. Holders shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company, except to the extent that voting as a separate class or series is required by law.

Conversion - Each share of Series A Preferred is convertible, at the option of the holder, at any time and from time to time commencing on the eighteenth (18th) anniversary of July 26, 2022 (such period, the “Holding Period”), into one (1) share of Company common stock (the “Conversion Ratio”), subject to certain adjustments. In the event of a Liquidation Event (as defined in the COD), such optional conversion right will terminate at the close of business on the last full day preceding the date fixed for payment or distribution in connection therewith.

In the event of (i) an initial public offering of a subsidiary of the Company or (ii) a significant acquisition of a business or assets in a transaction value equal to or greater than $5,000,000 (the “Premium Triggering Events”) during the Holding Period, the Conversion Ratio shall automatically increase such that each share of Series A Preferred shall be convertible, at the option of the holder thereof, at any time and from time to time thereafter, into three (3) shares of Company common stock.

No fractional shares of common stock shall be issued upon conversion of the Series A Preferred. In lieu of any fractional shares to which a holder would otherwise be entitled, the number of shares of common stock to be issued upon conversion of the Series A Preferred shall be rounded to the nearest whole share.

In the event of a conversion, any shares of Series A Preferred that were converted into Company common stock shall be retired and cancelled, and may not be reissued as shares of such series.

Redemption - Holders of the Series A Preferred shall not have redemption rights.

Issuance of Preferred Stock

On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each of such members of management are to a repurchase option, and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% in equal monthly installments over a period of twelve months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period.

Stock-Based Compensation

During the three months ended March 31, 2022, a total of 3,120,000 shares of Company common stock with par value of $0.001 per share were issued for consultancy services received, including shares issued to directors, operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled “Issuance of Common Stock,” above.

During the three months ended June 30, 2022, a total of 600,000 shares of Company common stock with par value of $0.001 per share were issued for consultancy services received, including shares issued to operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled “Issuance of Common Stock,” above.

During the three months ended September 30, 2022, a total of 874,848 shares of Company common stock with par value of $0.001 per share were issued for consultancy services received, including shares issued to operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled “Issuance of Common Stock,” above.

XML

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 6 – Subsequent Events

GammaRey

Effective March 7, 2023, the Company, GammaRey and the shareholders of GammaRey (“GammaRey Shareholders”) entered into a share exchange agreement (the “GammaRey Share Exchange Agreement”) and its amendment (the “First Amendment”) which provided for the issuance of an aggregate of 106,666,667 shares of Company common stock in exchange for 100% of the common stock of GammaRey.  

As the Company described in its Original Report, effective March 7, 2023 (the “Closing Date”), the Company, GammaRey and the GammaRey Shareholders effected the legal consummation of the transactions contemplated by the GammaRey Share Exchange Agreement.  On the Closing Date, the Company acquired 100% of the common stock of GammaRey, and the GammaRey Shareholders became entitled to the immediate issuance of an aggregate of seventy-seven million five hundred thousand (77,500,000) shares of common stock of the Company (the “GammaRey Shareholder Shares:)”, subject to the satisfaction of post-closing conditions, including provision by all of the GammaRey Shareholders of sufficient personal information to the Company’s transfer agent necessary for the book entry of such shareholders’ shares in GOLQ.  Several of the shareholders of GammaRey had not provided sufficient personal information to the Company’s transfer agent necessary for the book entry of all of such shareholders’ shares, with such shares having insufficient information totaling one million two hundred fifty two thousand five hundred (1,252,500) shares in aggregate of the GammaRey Shareholder Shares, which as of the date of this Report have not been issued.  

The shares were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering, and Regulation D and Regulation S under that section, and that these securities, when issued, may not be offered or sold in the United States 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.

Under the First Amendment the GammaRey Shareholders were entitled to up to an additional twenty-nine million one hundred sixty-six thousand six hundred sixty-seven (29,166,667) shares of common stock of the Company being reserved for later issuance to the GammaRey Shareholders pursuant to the terms of the Share Exchange Agreement.  Such conditions were not satisfied under the terms of the First Amendment and therefore, such shares have not, and will not, be issued. 

As GammaRey has been unable to obtain and deliver audited financial statements as contemplated by the parties, which financials statements are necessary for required public disclosures by the Company pursuant to the U.S. federal securities laws, the Company, GammaRey and the GammaRey Shareholders have entered into a Mutual Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release (the “GammaRey Termination Agreement”) whereby the parties mutually elected to abandon the proposed business combination and to terminate the Share Exchange Agreement and cancel the GammaRey Shareholder Shares totaling seventy-six million two hundred forty-seven thousand five hundred (76,247,500) shares that were issued pursuant to the GammaRey Share Exchange Agreement.  As such, the Company, GammaRey and the GammaRey Shareholders executed a Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release (the “GammaRey Termination Agreement”), dated July 19, 2023.  As of the date of this Report, the Company has obtained signatures from the GammaRey Shareholders representing seventy-five million four hundred ninety-seven thousand five hundred (75,497,500) shares and is currently obtaining the requisite personal information and stock powers required to return all previously issued Seventy-six million two hundred forty-seven thousand five hundred (76,247,500) shares to Treasury for cancellation.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed as Exhibit 2.5 to this Report and is incorporated herein by reference. 

On December 22, 2022, GammaRey, Inc. was sued in Superior Court of California, County of Orange (Christian Murray v. GammaRey, Inc., et al., Case No. 30-2022-01299498-CU-OE-NJC) by the listed Plaintiff, and the Complaint includes four claims: (1) breach of employment contract; (2) failure to pay wages and penalties (3) fraud, and (4) a negligent representation claim. Plaintiff filed an Amendment to the Complaint on May 3, 2023 adding GoLogiq, Inc. which Service of Process was received on June 23, 2023.  We have yet to provide an answer to the Complaint as we are seeking proper legal representation in said matter.  We believe that the Plaintiff’s allegations are baseless and wholly without merit, and we plan to vigorously defend against this lawsuit. We have not accrued any expenses related to this lawsuit due to the loss not being probable.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.   These claims could subject us to costly litigation.  If this were to happen, the payment of any such awards could have a material adverse effect on our business, financial condition, and results of operations.  Additionally, any such claims, whether or not successful, could damage our reputation and business.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Stock Based Compensation

Subsequent to June 30, 2023 and the date of this Report, a total 16,444 shares with par value of $0.001per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants.

Share Exchange Agreement

On July 26, 2023, GoLogiq, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Symplefy, Inc., a Delaware corporation (“Symplefy”) and the shareholders of Symplefy (the “Shareholders”). Pursuant to the Share Exchange Agreement, at the closing thereof (the “Closing”), the Company agreed to exchange the outstanding shares of common stock of Symplefy held by the Shareholders (the “Symplefy Shares”) for an aggregate fifteen million ($15,000,000) equivalent of newly issued shares of the Common Stock of the Company, (the “GoLogiq Stock”)  (such amount of shares, the “Closing Shares”), and (ii) an aggregate of fifteen million ($15,000,000) equivalent of GoLogiq Stock payable pursuant to the terms of the Share Exchange Agreement (the “Earnout Shares” and together with the Closing Shares, the “Merger Consideration”), in each of cases (i) and (ii) priced on the fifteen (15) trading day volume weighted average price ("VWAP") immediately prior to the Closing, and be subject to the terms of distribution as set forth in the Share Exchange Agreement and the resale restrictions as defined therein.

Following the Closing, as consideration for the share exchange, Shareholders shall be eligible to receive their pro-rata share, as determined by their equity holdings in Symplefy as of Closing, of the Earnout Payment (as defined below) payable in GOLQ Stock, which will be subject to resale restrictions as defined in the Share Exchange Agreement.  Upon the occurrence of Symplefy achieving three hundred sixty (360) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment I”).  Upon the occurrence of Symplefy achieving two thousand (2000) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment II”).  Upon the occurrence of Symplefy achieving four thousand nine hundred (4900) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment III”).  

Stephen Jones – Appointment as Chief Financial Officer

On July 26, 2023, the Company appointed Stephen Jones as the Company’s new Chief Financial Officer. Previously, Brent Suen served as the Company’s Principal Accounting Officer. Mr. Suen will continue to serve as a director of the Company.

Stephen R. Jones is an international finance and operations executive with more the 15 years of experience leading global organizations in emerging markets in Asia and international, multi-cultural environments. He brings to the company broad and deep experience in starting, growing and expanding e-commerce and professional service business and financial services enterprises from pre-revenue to more than $8 billion in sales.

He previously served as CFO of Vemanti Group, a financial technology company located in Irvine, California. Earlier he served as CFO and COO of Dreamplex, a provider of hybrid working solutions for organizations located in Ho Chi Minh, Vietnam, and currently serves on the company’s board of directors.

Prior to Dreamplex, he served as COO of HMB, a service-based company that offers IT and technology solutions for medium to large companies in various industries. He also previously served as COO and CFO of Navigos Group in Ho Chi Minh City, Vietnam. He also previously served as COO and CFO of Portfolio Productions, a Portland-based visual communications firm offering a full range of creative and production capabilities.

Jones holds a B.A. in political science and history from Vanderbilt University, and an MBA in Finance and Accounting from University of Cincinnati Carl H. Lindner College of Business.

F. Hunter Gaylor – Departure as Presidnet and Chief Operating Office

Effective December 8, 2023, Hunter Gaylor submitted his resignation and will no longer serve as President and Chief Operating Officer of GoLogiq, Inc., a Nevada corporation (the “Company”).  The roles of President and Chief Operating Officer shall remain vacant until such time as the Board of Directors appoints replacements to fill those aforementioned roles.  Granger Whitelaw will continue in his role as Chief Executive Officer. 

Mr. Gaylor’s departure was not the result of any dispute or disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

XML

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31.

Restatement of Previously Issued Consolidated Financial Statements

Restatement of Previously Issued Consolidated Financial Statements

The Company has restated its Consolidated Balance Sheets as of September 30, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements of the nine months ended September 30, 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2022 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect reverse acquisition with would not have resulted in the recognition of goodwill and intangible assets.

1. Restatement of Financial Statements:

On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting 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, the company will restate the transaction accordingly. In light of the SEC Staff Statement, the Company is restating its financial statements as of and for the nine months ended September 30, 2022 and December 31, 2021.

The reason for the Company restatement of the 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, the company will restate the transaction accordingly.

2. Change in Accounting Treatment of Reverse Acquisition:

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 year adjustments were necessary. The Company acquired substantially all the CreateApp assets from Logiq 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, 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.

The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of September 30, 2022. 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 September 30, 2022 filed with the SEC on November 14, 2022. 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.

GoLogiq, Inc.

Balance Sheets

(Expressed in U.S. dollars)

	September 30, 2022									December 31, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
ASSETS
Current Assets
Cash and cash equivalents		-			-			-			-			-			-
Intangible assets, net		24,000,000			(24,000,000	)		-			-			-			-
Goodwill		7,500,000			(7,500,000	)		-			-			-			-
Prepaid expenses and deposits		292,401			(292,401	)		-			350			(350	)		-
TOTAL ASSETS		31,792,401			(31,792,401	)		-			350			(350	)		-
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		86,665			(86,665	)		-			20,500			(20,500	)		-
Due to a related party		641,471			843,959			1,485,430			22,493			(22,493	)		-
Total Liabilities		728,136			757,294			1,485,430			42,993			(42,993	)		-
Stockholder’s Funds (Deficit)
Common stock
Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 and 5,731,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		36,913			-			36,913			5,731			(5,731	)		-
Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares		-			-			-			-			26,351			26,351
Additional paid-in capital		33,807,559			(29,188,624	)		4,618,935			17,234			3,383,036			3,400,270
Share subscriptions receivable		(58	)		-			(58	)		(58	)		58			-
Deficit		(2,780,149	)		(3,361,071	)		(6,141,220	)		(65,550	)		(3,361,071	)		(3,426,621	)
Total Stockholder’s Funds (Deficit)		31,064,265			(32,549,695	)		(1,485,430	)		(42,643	)		42,643			-
TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS		31,792,401			(31,792,401	)		-			350			(350	)		-

GoLogiq, Inc.

Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

	Three months ended September 30, 2021									Nine months ended September 30, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
Service Revenue		-			2,849,539			2,849,539			-			8,134,352			8,134,352
Cost of Service		-			1,945,854			1,945,854			-			5,595,014			5,595,014
Gross Profit		-			903,685			903,685			-			2,539,338			2,539,338
Operating Expenses
General and administrative		1,785			324,320			326,105			8,800			832,092			840,892
Sales and marketing		-			52,550			52,550			-			122,300			122,300
Research and development		-			1,257,220			1,257,220			-			3,449,720			3,449,720
Total Operating Expenses		1,785			1,634,090			1,635,875			8,800			4,404,112			4,412,912
Net (Loss) and Comprehensive (Loss)		(1,785	)		(730,405	)		(732,190	)		(8,800	)		(1,864,774	)		(1,873,574	)
Basic and Diluted Net (Loss) per Common Share		(0.000	)		-			(0.128	)		(0.002	)		-			(0.327	)
Weighted Average Number of Common Shares Outstanding		5,731,000			-			5,731,000			5,731,000			-			5,731,000

GoLogiq, Inc.

Statement of Cash Flows

(Expressed in U.S. dollars)

	Nine months ended September 30, 2022									Nine months ended September 30, 2021
	As Filed			Restatement Adjustment			Restated			As Filed			Restatement Adjustment			Restated
OPERATING ACTIVITIES
Net (Loss) for the Period		(2,714,599	)		-			(2,714,599	)		(8,800	)		(1,864,774	)		(1,873,574	)
Changes in Operating Assets and Liabilities:
Prepaid expense and deposits		(292,051	)		292,051			-			355			(355	)		-
Accounts payable and accrued liabilities		66,164			(66,164	)		-			1,500			(1,500	)		-
Issuance of shares for service received		1,148,712			-			1,148,712			-			-			-
Net Cash (Used in) Operating Activities		(1,791,774	)		225,887			(1,565,887	)		(6,945	)		(1,866,629	)		(1,873,574	)
FINANCING ACTIVITIES
Due to related party		618,979			866,451			1,485,430			2,268			(113,188	)		(110,920	)
Net Cash Provided by (Used in) Financing Activities		618,979			866,451			1,485,430			2,268			(113,188	)		(110,920	)
INVESTING ACTIVITIES
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company		1,172,795			(1,092,338)			80,457			-			-			-
Net Movement in Investing Activities		1,172,795			(1,092,338)			80,457			-			-			-
Change in Cash		-			-			-			(4,677	)		(1,979,817	)		(1,984,494	)
Cash, Beginning of Year		-			-			-			4,677			1,979,817			1,984,494
Cash, End of Period		-			-			-			-			-			-
NON-CASH TRANSACTION
Issuance of shares for services received		1,148,712			-			1,148,712			-			-			-

Use of Estimates and Judgments

Use of Estimates and Judgments

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. 

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Loss Per Share

Loss Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

As of September 30, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

Fair Value Measurements

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 – quoted prices for identical instruments in active markets.

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and

Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Financial instruments consist of cash, accounts payable and accrued liabilities, and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Foreign Currency Translation

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

Comprehensive Loss

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of September 30, 2022 and 2021, the Company had no items that affected comprehensive loss.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements.

XML

Nature of Business and Continuance of Operations (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 27, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Nature of Business and Continuance of Operations (Details) [Line Items]
Aggregate shares (in Shares)	26,350,756
Basis description				1-for-1 basis
Service revenue		$ 334,987	$ 2,849,539	$ 5,277,379	$ 8,134,352
Accumulated deficit		$ 6,141,220		$ 6,141,220
Business Combination [Member]
Nature of Business and Continuance of Operations (Details) [Line Items]
Percentage of common stock and voting power		12.20%		12.20%

XML

Significant Accounting Policies - Addtional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Feb. 28, 2022	Dec. 31, 2021
Accounting Policies [Line Items]
Common stock par value (in Dollars per share)	$ 0.001			$ 0.001
Fair value of common stock	$ 36,913			$ 26,351
Business Combination [Member]
Accounting Policies [Line Items]
Exchanged common stock (in Shares)	26,350,756
Common stock par value (in Dollars per share)		$ 1.195411
Common stock, par value (in Dollars per share)		$ 0.001
Fair value of common stock		$ 31,500,000
Goodwill		7,500,000
Intangible assets		$ 24,000,000
Create App platform [Member]
Accounting Policies [Line Items]
Finite lived intangible assets, fair value disclosure			$ 11,800,000

XML

Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Balance sheet (Detail) - USD ($)	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Current Liabilities
Due to a related party	$ 1,485,430
Total Liabilities	1,485,430			$ 0
Stockholder's Funds (Deficit)
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 as of September 30, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively	36,913			26,351
Additional paid-in capital	4,618,935			3,400,270
Share subscriptions receivable	(58)			0
Deficit	(6,141,220)			(3,426,621)
Total Stockholder's Deficit	(1,485,430)	$ (1,447,324)	$ (1,433,266)	0	$ 1,553,047	$ 2,285,237	$ 2,909,189	$ 3,426,621
Common Stock Shares Acquired Value				26,351
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS	0			0
Previously Reported [Member]
Current Assets
Intangible assets, net	24,000,000
Goodwill	7,500,000
Prepaid expenses and deposits	292,401			350
Total Assets	31,792,401			350
Current Liabilities
Accounts payable and accrued liabilities	86,665			20,500
Due to a related party	641,471			22,493
Total Liabilities	728,136			42,993
Stockholder's Funds (Deficit)
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 as of September 30, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively	36,913			5,731
Additional paid-in capital	33,807,559			17,234
Share subscriptions receivable	(58)			(58)
Deficit	(2,780,149)			(65,550)
Total Stockholder's Deficit	31,064,265			(42,643)
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS	31,792,401			350
Revision of Prior Period, Adjustment [Member]
Current Assets
Intangible assets, net	(24,000,000)
Goodwill	(7,500,000)
Prepaid expenses and deposits	(292,401)			(350)
Total Assets	(31,792,401)			(350)
Current Liabilities
Accounts payable and accrued liabilities	(86,665)			(20,500)
Due to a related party	843,959			(22,493)
Total Liabilities	757,294			(42,993)
Stockholder's Funds (Deficit)
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 36,913,259 as of September 30, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively				(5,731)
Additional paid-in capital	(29,188,624)			3,383,036
Share subscriptions receivable				58
Deficit	(3,361,071)			(3,361,071)
Total Stockholder's Deficit	(32,549,695)			42,643
Common Stock Shares Acquired Value				26,351
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS	$ (31,792,401)			$ (350)

XML

Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Balance sheet (Parentheticals) (Detail) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Common stock, shares authorized	200,000,000	200,000,000
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued	36,913,259	36,913,259
Common stock, shares outstanding	5,731,000	5,731,000
Common stock acquired	36,913,259	26,350,756

XML

Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Statements of Operations and Comprehensive Loss (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Service Revenue	$ 334,987			$ 2,849,539			$ 5,277,379	$ 8,134,352
Cost of Service	179,580			1,945,854			3,287,992	5,595,014
Gross Profit	155,407			903,685			1,989,387	2,539,338
Operating Expenses
General and administrative	511,567			326,105			2,312,486	840,892
Sales and Marketing	0			52,550			5,000	122,300
Research and development	321,000			1,257,220			2,386,500	3,449,720
Total Operating Expenses	832,567			1,635,875			4,703,986	4,412,912
Net (Loss) and Comprehensive (Loss)	$ (677,160)	$ (646,817)	$ (1,390,623)	$ (732,190)	$ (623,952)	$ (517,432)	$ (2,714,599)	$ (1,873,574)
Basic, Net (Loss) per Common Share	$ (0.019)			$ (0.128)			$ (0.083)	$ (0.327)
Diluted Net (Loss) per Common Share	$ (0.019)			$ (0.128)			$ (0.083)	$ (0.327)
Weighted Average Number of Common Shares Outstanding, Basic	36,463,337			5,731,000			32,748,824	5,731,000
Weighted Average Number of Common Shares Outstanding, Diluted	36,463,337			5,731,000			32,748,824	5,731,000
Previously Reported [Member]
Operating Expenses
General and administrative				$ 1,785				$ 8,800
Total Operating Expenses				1,785				8,800
Net (Loss) and Comprehensive (Loss)				$ (1,785)			$ (2,714,599)	$ (8,800)
Basic, Net (Loss) per Common Share				$ 0				$ (0.002)
Diluted Net (Loss) per Common Share				$ 0				$ (0.002)
Weighted Average Number of Common Shares Outstanding, Basic				5,731,000				5,731,000
Weighted Average Number of Common Shares Outstanding, Diluted				5,731,000				5,731,000
Revision of Prior Period, Adjustment [Member]
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Service Revenue				$ 2,849,539				$ 8,134,352
Cost of Service				1,945,854				5,595,014
Gross Profit				903,685				2,539,338
Operating Expenses
General and administrative				324,320				832,092
Sales and Marketing				52,550				122,300
Research and development				1,257,220				3,449,720
Total Operating Expenses				1,634,090				4,404,112
Net (Loss) and Comprehensive (Loss)				$ (730,405)				$ (1,864,774)

XML

Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Statement of Cash Flows (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Activities Abstract
Net (Loss) for the Period	$ (677,160)	$ (646,817)	$ (1,390,623)	$ (732,190)	$ (623,952)	$ (517,432)	$ (2,714,599)	$ (1,873,574)
Changes In Operating Assets And Liabilities Abstract
Issuance of shares for service received							1,148,712	0
Net Cash (Used in) Operating Activities							(1,565,887)	(1,873,574)
Financing Activities [Abstract]
Due from related party							1,485,430	(110,920)
Net Cash Provided by (Used in) Financing Activities							1,485,430	(110,920)
Investing Activities Abstract
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company							80,457
Net Movement in Investing Activities							80,457	0
Change in Cash							0	(1,984,494)
Cash, Beginning of Year			$ 0			1,984,494	0	1,984,494
NON-CASH TRANSACTION
Issuance of shares for services received							1,148,712	0
Previously Reported [Member]
Operating Activities Abstract
Net (Loss) for the Period				(1,785)			(2,714,599)	(8,800)
Changes In Operating Assets And Liabilities Abstract
Prepaid expense and deposits							(292,051)	355
Accounts payable and accrued liabilities							66,164	1,500
Issuance of shares for service received							1,148,712
Net Cash (Used in) Operating Activities							(1,791,774)	(6,945)
Financing Activities [Abstract]
Due from related party							618,979	2,268
Net Cash Provided by (Used in) Financing Activities							618,979	2,268
Investing Activities Abstract
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company							1,172,795
Net Movement in Investing Activities							1,172,795
Change in Cash								(4,677)
Cash, Beginning of Year						4,677		4,677
NON-CASH TRANSACTION
Issuance of shares for services received							1,148,712
Revision of Prior Period, Adjustment [Member]
Operating Activities Abstract
Net (Loss) for the Period				$ (730,405)				(1,864,774)
Changes In Operating Assets And Liabilities Abstract
Prepaid expense and deposits							292,051	(355)
Accounts payable and accrued liabilities							(66,164)	(1,500)
Net Cash (Used in) Operating Activities							225,887	(1,866,629)
Financing Activities [Abstract]
Due from related party							866,451	(113,188)
Net Cash Provided by (Used in) Financing Activities							866,451	(113,188)
Investing Activities Abstract
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company							(1,092,338)
Net Movement in Investing Activities							$ (1,092,338)
Change in Cash								(1,979,817)
Cash, Beginning of Year						$ 1,979,817		$ 1,979,817

XML

Related Party Transactions (Details) - USD ($)	1 Months Ended
	Jul. 26, 2022	Jan. 27, 2022
Related Party Transactions (Details) [Line Items]
Common stock issued (in Shares)		26,350,756
Share conversion basis		Logiq held the GoLogiq Shares until July 27, 2022, on which date it distributed 100% of the GoLogiq Shares to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.
Percentage of lovarra shares		100.00%
Issuance of percentage	25.00%
Remaining issuance of percentage	75.00%
Series A Preferred Stock [Member]
Related Party Transactions (Details) [Line Items]
Issued of aggregate shares (in Shares)	2,000,000
Preferred stock par value (in Dollars per share)	$ 0.001
Aggregate purchase price	$ 20,000
Aggregate purchase per share (in Dollars per share)	$ 0.01

XML

Stockholder's Equity (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 26, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Stockholder's Equity (Details) [Line Items]
Common stock, shares		1,111,503	600,000	29,470,756
Common stock, par value		$ 0.001	$ 0.001	$ 0.001
Assets transaction value		$ 5,000,000
Issuance of percentage	25.00%
Remaining issuance of percentage	75.00%
Stock-based compensation		874,848	600,000	3,120,000
Share price		$ 0.001	$ 0.001	$ 0.001
Voting rights		Voting Rights - Holders of Series A Preferred have the right to cast forty-five (45) votes for each share of Series A Preferred held of record on all matters submitted to a vote of holders of the Company’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. Holders shall vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stock holders of the Company, except to the extent that voting as a separate class or series is required by law.
Creation of Series A Preferred Stock [Member] | Preferred Stock [Member]
Stockholder's Equity (Details) [Line Items]
Stock authorized	2,000,000
Preferred Stock, No Par Value	$ 0.001
Series A Preferred Stock [Member]
Stockholder's Equity (Details) [Line Items]
Issued of aggregate shares	2,000,000
Aggregate purchase price	$ 20,000
Aggregate purchase per share	$ 0.01

XML

Subsequent Events - Additional Information (Details)				3 Months Ended			9 Months Ended
	Jul. 26, 2023 USD ($) Customers shares	Jul. 01, 2023 $ / shares shares	Mar. 07, 2023 shares	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jul. 19, 2023 shares
Subsequent Event [Line Items]
Number of shares authorized for issuance			106,666,667
Percentage of vesting of award			100.00%
Percentage of common shares acquired			100.00%
Common stock shares subscribed but not issued			77,500,000
Issuance of Shares | $				$ 425,719	$ 632,758
Service Revenue | $				$ 334,987		$ 2,849,539	$ 5,277,379	$ 8,134,352
Common Stock, Capital Shares Reserved for Future Issuance			29,166,667
Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of Shares for services (in Shares)		16,444
Preferred stock par value (in Dollars per share) | $ / shares		$ 0.001
Common Stock, Capital Shares Reserved for Future Issuance									76,247,500
Common stock shares outstanding in respect of which approval is obtained									75,497,500
Common stock shares returnable to treasury									76,247,500
Subsequent Event [Member] | Stephen R Jones [Member]
Subsequent Event [Line Items]
Service Revenue | $	$ 8
Subsequent Event [Member] | Earnout Payment I [Member]
Subsequent Event [Line Items]
Number of Paying Customers | Customers	360
Number Of Earnout Payments Shares Issued	5,000,000
Subsequent Event [Member] | Earnout Payment II [Member]
Subsequent Event [Line Items]
Number of Paying Customers | Customers	2,000
Number Of Earnout Payments Shares Issued	5,000,000
Subsequent Event [Member] | Earnout Payment III [Member]
Subsequent Event [Line Items]
Number of Paying Customers | Customers	4,900
Number Of Earnout Payments Shares Issued	5,000,000
Subsequent Event [Member] | Share Exchange Agreement [Member]
Subsequent Event [Line Items]
Issuance of Shares | $	$ 15,000,000
Number Of Trading Days For Determining Volume Weighted Average Price	15 days