8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 31, 2016

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LOGICQUEST TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

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Nevada	000-22711	76-0640970
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

410 Park Avenue, 15^th Floor #31, New York, NY 10022

(Address of Principal Executive Office) (Zip Code)

212-231-0033

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On March 31, 2016, our company entered a memorandum of understanding (“MOU)”) with Logicquest Technology Limited (“Logicquest”) pursuant to which we shall effect a business combination (the “Transaction”).  The Transaction may be effected in one of several different ways, including an asset acquisition, merger of Logicquest and us, or a share purchase whereby we purchase the shares of Logicquest from its shareholders for cash and/or for shares of our company.

We will pay aggregate of USD$3,000,000 to the shareholders of Logicquest for all issued and outstanding share of Logicquest, payable as follows:

(a)

$1,000,000 on closing of the Transaction;

(b)

$1,000,000 six months from closing of the Transaction; and

(c)

$1,000,000 on the first anniversary of the closing of the Transaction.

The definitive agreement under which the parties will agree to carry out the Transaction will contain provisions that are customary for a transaction of this nature, including, but not be limited to,

(a)

approvals of the boards of directors of Logicquest and us and shareholders of Logicquest;

(b)

obtaining all required consents of third parties;

(c)

completion of all required audited and unaudited financial statements of Logicquest, prepared in accordance with US GAAP and audited and by a PCAOB registered audit firm;

(d)

no adverse material change in the business or financial condition of Logicquest or us since the execution of the Transaction Agreement; and

(e)

closing of Transaction by June 30, 2016.

The foregoing description of the MOU is qualified in its entirety by reference to the complete copy of the MOU, which is attached as Exhibit 10.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

10.1 Memorandum of Understanding between our company and Logicquest.

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SIGNATURES

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

LOGICQUEST TECHNOLOGY INC.
By:	/s/ Ang Woon Han
	Ang Woon Han CEO, President and Director
	April 5, 2016

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EX-10.1

EXHIBIT 10.1

LOGICQUEST TECHNOLOGY INC.

410 Park Avenue, 15th Floor #31

New York, NY  10022

March 31, 2016

Logicquest Technology Limited

Box 957, Offshore Incorporations Centre

Road Town, Tortola, B.V .I

Attention: Yew Siong Cheng

Dear Mr. Cheng:

Re: Letter of Intent for the combination of Logicquest Technology Limited ("Logicquest") and Logicquest Technology Inc. ("Pubco")

This letter confirms our mutual intention to enter into negotiations to effect a business combination (the "Transaction") on the terms set forth below. This letter is not intended to create legally binding obligations except as set out in paragraphs 4, 6 and 7 below but will serve as the basis for negotiating a definitive agreement leading to the completion of the Transaction.

1.

The Transaction

1.1

Structure: The Transaction may be effected in one of several different ways, including an asset acquisition, merger of Logicquest and Pubco, or a share purchase whereby Pubco purchases the shares of Logicquest from its shareholders for cash and/or for shares of Pubco.

The parties will jointly determine the optimum structure for the Transaction in order to best satisfy tax planning, regulatory and other considerations, including mutually agreed upon performance based milestones.

1.2

Consideration: Pubco will pay US$3,000,000 to the shareholders of Logicquest for all issued and outstanding share of Logicquest, payable as follows:

(a)

$1,000,000 on Closing of the Transaction;

(b)

$1,000,000 six months from Closing of the Transaction; and

(c)

$1,000,000 on the first anniversary of the Closing of the Transaction.

1.3

Terms and conditions: The definitive agreement under which the parties will agree to carry out the Transaction (the "Transaction Agreement") will contain provisions that are customary for a transaction of this nature, and will include (but not be limited to) representations and warranties of both Logicquest and Pubco (and the Logicquest principal shareholders), including Pubco's status as a reporting issuer with the U.S. Securities and Exchange Commission Exchange (the "SEC"). The closing conditions in favour of both Pubco and Logicquest will include the following:

(a)

receipt of all required regulatory approvals to the carrying out of the Transaction;

Logicguest Technology Inc.

Logicquest Technology Limited Letter of Intent

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(b)

approvals of the boards of directors of Logicquest and Pubco and shareholders of Logicquest;

(c)

obtaining all required consents of third parties;

(d)

completion of all required audited and unaudited financial statements of Logicquest, prepared in accordance with US GAAP and audited and by a PCAOB registered audit firm;

(e)

Pubco and its accountant having had a reasonable opportunity to review the foregoing financial statements (including corporate tax returns, general ledger listings, adjusting entries and opening trial balances) of Logicquest, and that both Pubco and its accountant are satisfied with the content of such financial statements;

(f)

completion, to their respective sole satisfaction, of due diligence by Logicquest and Pubco of each other;

(g)

no material change in the employment agreements of either party without the prior consent of the other party;

(h)

all representations in the Transaction Agreement being accurate as of the closing of the Transaction;

(i)

no adverse material change in the business or financial condition of Logicquest or Pubco since the execution of the Transaction Agreement;

(j)

closing of the transaction to be completed on a best efforts basis by both parties within the following parameters:

(i)

notice of completion of substantial due diligence and board approval by both parties by Jun 30, 2016;

(ii)

execution of Transaction Agreement by Jun 30, 2016;

(iii)

receipt of all required shareholder approval s from Logicquest by Jun 30, 2016; and

(iv)

closing of Transaction by June 30, 2016

Both parties will work diligently during this period but recognize that regulatory and other market delays may require adjustments to this timetable.

2.

Due Diligence

Once all parties have signed this letter, the due diligence teams of Logicquest and Pubco will commence due diligence investigations on the other entity. Logicquest and Pubco will give the other full access to all of its (i) books, records, business plans, financial and operating data and all other information; (ii) assets and operations; and (iii) personnel.

Logicguest Technology Inc.

Logicquest Technology Limited

Letter of Intent

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In the event that each of Pubco and Logicquest do not notify the other in writing prior to 5:00 p.m. (P.S.T. time) on Jun 30, 2016 (or such later date as the parties may mutually agree upon) that the results of their investigations are satisfactory and they are willing to negotiate and enter into the Transaction Agreement, this letter agreement shall terminate and be of no further force or effect.

3.

Definitive Agreement

Upon the satisfactory completion of diligence by Logicquest and Pubco, the parties shall negotiate the terms of the Transaction Agreement, acting reasonably and in good faith, with a view to executing the agreement on or before Jun 30, 2016.

4.

Standstill

During the period from the satisfactory completion of diligence until this letter agreement is either superseded by the Transaction Agreement or terminated pursuant to section 2, Logicquest agrees that it will:

(a)

not solicit offers or have discussion with any third parties regarding its sale of its shares or assets or any other form of business combination,

(b)

conduct its business only in , and not take any action except in , the usual, ordinary and regular course of business consistent with past practice, and

(c)

not pay any dividends engage in non-arm's length transactions with its shareholders, or redeem any of its currently outstanding shares.

5.

Transaction Costs

In the event that this Transaction does not close, each of the parties will be responsible for all  costs (including, but not limited to, financial advisory, accounting, legal and other professional or consulting fees and expenses) incurred by it in connection with the transactions contemplated hereby.

6.

Publicity

Neither party will make any announcement, issue any press release or otherwise disclose the existence of this letter, without the prior written consent of the other party.

Logicquest acknowledges that, as a reporting issuer, Pubco will be required to give public disclosure about the Transaction.

7.

Confidentiality Agreements

Each party will agree to keep the existence and the terms of this Letter of Intent confidential and will not make any disclosure except where disclosure is required by law. In addition, each party agrees that any information provided to the other in connection with the negotiation and entering into of the definitive agreements for the Transaction will be maintained in confidence, will not be disclosed to any other party, other than each party's respective professional advisors, except where disclosure is compelled by

Logicguest Technology Inc.

Logicquest Technology Limited

Letter of Intent

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applicable law and will not be used by the party for any purpose other than the evaluation and completion of the Transaction. Each party will ensure that its respective officers, directors, employees and consultants will agree to maintain all information in connection with this Letter of Intent and the business combination transactions confidential. All obligations regarding confidentiality will survive termination of this Letter of Intent.

8.

General

This letter will be governed by and construed in accordance with the laws of the State of Nevada. Pubco and Logicquest submit to the jurisdiction of the courts of the State of Nevada with respect to any matters arising out of this letter.

This letter will not constitute an offer capable of acceptance. Upon the written confirmation of the general terms and conditions set out in this letter by the parties to whom it is addressed, it will constitute a non-legally binding memorandum of understanding (except for paragraphs 4, 6 and 7) between us with respect to the principal terms and conditions to be included in a definitive agreement.

If you are in agreement with the foregoing, please confirm that this letter accurately sets forth your understanding of the terms of the proposed Transaction and the other matters set forth herein, by signing a copy of this letter below and returning it to us prior to 5:00 p.m. (P.S.T. time) on April 8, 2016 failing which this letter shall be null and void.

This letter may be executed in any number of counterparts, each of when executed and delivered (including by way of facsimile) is an original but all of which taken together shall constitute one and the same instrument.

We look forward to working together.

Yours very truly,

LOGICQUEST TECHNOLOGY INC.

Agreed and confirmed this 1st day of April, 2016.