Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | LOGIQ, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 18,475,644 | |
Amendment Flag | false | |
Entity Central Index Key | 0001335112 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 000-51815 | |
Entity Incorporation, State or Country Code | DE | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Non-current assets | |||
Intangible assets, net | $ 17,848,804 | $ 11,736,540 | |
Property and equipment, net | 195,156 | 178,561 | |
Goodwill | 5,577,926 | 5,078,090 | |
Total non-current assets | 23,621,886 | 16,993,191 | |
Current assets | |||
Amount due from associate | 6,173,700 | 5,673,700 | |
Accounts receivable | 3,327,714 | 2,618,494 | |
Right to use assets – operating lease | 273,687 | 364,234 | |
Prepayment, deposit and other receivables | 251,405 | 206,443 | |
Financial assets held for resale | 547,201 | 594,263 | |
Restricted cash | 21,344 | 10,889 | |
Cash and cash equivalents | 2,845,295 | 3,478,889 | |
Total current assets | 13,440,346 | 12,946,912 | |
Total assets | 37,062,232 | 29,940,103 | |
Current liabilities | |||
Accounts payable | 1,582,575 | 1,009,204 | |
Accruals and other payables | 2,705,213 | 1,110,732 | |
Deferred revenue | 33,043 | 46,857 | |
Lease liability – operating lease | 273,687 | 364,234 | |
Convertible promissory | 2,911,000 | 2,911,000 | |
Amount due to director | 77,500 | 77,500 | |
Total current liabilities | 7,583,018 | 5,519,527 | |
Non-current liabilities | |||
Other loan | 10,000 | 10,000 | |
Notes payable | 508,599 | 507,068 | |
Total non-current liabilities | 518,599 | 517,068 | |
Total liabilities | 8,101,617 | 6,036,595 | |
Stockholders’ Equity | |||
Common stock, $0.0001 par value, 250,000,000 shares authorized, 17,826,644 and 15,557,439 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | [1] | 1,783 | 1,556 |
Additional paid-in capital | 69,686,188 | 66,739,895 | |
Capital reserves | 25,477,719 | 19,285,383 | |
Accumulated (deficit) | (66,205,075) | (62,123,326) | |
Total stockholder’s equity | 28,960,615 | 23,903,508 | |
Total liabilities and stockholders’ equity | $ 37,062,232 | $ 29,940,103 | |
[1] | The number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 17,826,644 | 15,557,439 |
Common stock, shares outstanding | 17,826,644 | 15,557,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Income Statement [Abstract] | |||
Service revenue | $ 8,080,312 | $ 14,981,394 | |
Cost of service | 5,854,056 | 12,336,262 | |
Gross profit | 2,226,256 | 2,645,132 | |
Operating expenses | |||
Depreciation and amortization | 689,345 | 449,624 | |
General and administrative | 4,144,365 | 3,202,042 | |
Sales and marketing | 369,261 | 53,015 | |
Research and development | 1,103,137 | 1,757,351 | |
Total operating expenses | 6,306,108 | 5,462,032 | |
(Loss) from operations | (4,079,852) | (2,816,900) | |
Other (expenses)/income, net | (1,897) | 3,808 | |
Net (loss) before income tax | (4,081,749) | (2,813,092) | |
Income tax (Corporate tax) | |||
Net (loss) | $ (4,081,749) | $ (2,813,092) | |
Net (loss) profit per common share – basic and fully diluted: (in Dollars per share) | $ (0.2497) | $ (0.2430) | |
Weighted average number of basic and fully diluted common shares outstanding* (in Shares) | [1] | 16,345,439 | 11,577,069 |
[1] | The weighted average number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (4,081,749) | $ (2,813,092) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 11,641 | 11,641 |
Amortization of intangible assets | 677,705 | 437,983 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (699,169) | (551,083) |
(Increase) decrease in prepayment, deposit and other receivables | (30,345) | (35,622) |
Increase (decrease) in accounts payable | 573,371 | 27,356 |
Increase (decrease) in accruals and other payables | 1,594,481 | (178,268) |
Increase (decrease) in deferred revenue | (45,924) | |
Net cash (used in) operating activities | (1,999,989) | (3,101,085) |
INVESTING ACTIVITIES: | ||
Advances to an associate | (500,000) | (925,000) |
Financial assets held for resale | 47,062 | (90,262) |
Net restricted cash acquired in acquisition | 7,736 | 1,599,572 |
Net cash (used in) provided by investing activities | (445,202) | 584,310 |
FINANCING ACTIVITIES: | ||
Borrowings under bank loan | 1,490,000 | |
Proceeds from notes payable-US government CARES Act | 1,531 | |
Proceeds from shares to be issued | 1,820,521 | 1,407,506 |
Proceeds from stock issuance, net of expenses | 668,287 | |
Net cash provided by financing activities | 1,822,052 | 3,565,793 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (623,139) | 1,049,018 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 3,489,778 | 2,972,649 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 2,866,639 | 4,021,667 |
NON-CASH TRANSCATION | ||
Issuance of shares for service received | $ 1,525,904 | $ 668,286 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) | Common Stock | Additional paid-in capital | Capital reserves | Accumulated (deficit) | Total | |
Balance at Dec. 31, 2019 | $ 11,130 | $ 58,058,118 | $ (47,613,657) | $ 10,455,591 | ||
Balance (in Shares) at Dec. 31, 2019 | [1] | 111,304,253 | ||||
Effect of reverse split from 13 shares to 1 share | $ 11,130 | 58,058,118 | (47,613,657) | 10,455,591 | ||
Effect of reverse split from 13 shares to 1 share (in Shares) | [1] | 8,561,704 | ||||
Issuance of shares | $ 4,362 | (790) | $ 14,282,143 | 14,285,714 | ||
Issuance of shares (in Shares) | [1] | 3,355,012 | ||||
Cancellation of shares | $ (1) | 1 | ||||
Cancellation of shares (in Shares) | [1] | (589) | ||||
Shares issued for services | $ 569 | 667,717 | 668,286 | |||
Shares issued for services (in Shares) | [1] | 437,503 | ||||
Net loss for the period | (2,813,092) | (2,813,092) | ||||
Balance at Mar. 31, 2020 | $ 16,060 | 58,725,046 | 14,282,143 | (50,426,750) | 22,596,499 | |
Balance (in Shares) at Mar. 31, 2020 | [1] | 12,353,630 | ||||
Balance at Dec. 31, 2019 | $ 11,130 | 58,058,118 | (47,613,657) | $ 10,455,591 | ||
Balance (in Shares) at Dec. 31, 2019 | [1] | 111,304,253 | ||||
Issuance of shares (in Shares) | 5,677,684 | |||||
Balance at Dec. 31, 2020 | $ 1,556 | 66,739,895 | 19,285,383 | (62,123,326) | $ 23,903,508 | |
Balance (in Shares) at Dec. 31, 2020 | [1] | 15,557,439 | ||||
Issuance of shares (in Shares) | 1,270,250 | |||||
Issuance of shares for proceeds | $ 24 | 1,420,389 | $ 1,420,413 | |||
Issuance of shares for proceeds (in Shares) | [1] | 238,194 | ||||
Issuance of shares for acquisitions | $ 103 | 6,192,336 | 6,192,439 | |||
Issuance of shares for acquisitions (in Shares) | [1] | 1,032,056 | ||||
Issuance of shares for services | $ 100 | 1,525,904 | 1,526,004 | |||
Issuance of shares for services (in Shares) | [1] | 998,955 | ||||
Net loss for the period | (4,081,749) | (4,081,749) | ||||
Balance at Mar. 31, 2021 | $ 1,783 | $ 69,686,188 | $ 25,477,719 | $ (66,205,075) | $ 28,960,615 | |
Balance (in Shares) at Mar. 31, 2021 | [1] | 17,826,644 | ||||
[1] | The number of shares of common stock has been retroactively restated to reflect the 1 for 1,000 reverse stock-split on September 1, 2015. |
Organization and Business Descr
Organization and Business Description | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND BUSINESS DESCRIPTION | NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION The Company 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 (i) its core platform, “AppLogiq” business segment (operated as CreateApp (https://www.createapp.com/), allows SMBs to establish their point-of-presence on the web, and (ii) “DataLogiq” business segment, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast e-commerce landscape. The Company enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing “AppLogiq’s CreateApp platform that is offered as a Platform as a Service (“PaaS”) to the Company’s customers. The Company’s DataLogiq business segment offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”) basis. We provide our PaaS and digital marketing to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business and on our SaaS platform when provisioning services for their marketing campaigns. We also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing basis. The Company continues to expand its portfolio of offerings and the industries they serve: ● In May 2018, the Company expanded its portfolio to fintech applications with the launch of its PayLogiq mobile payments platform in Indonesia. ● In the fall of 2019, the Company expanded its portfolio to short-distance food delivery service with the launch of GoLogiq, a PaaS platform that provides mobile payment capabilities for the local food delivery service industry in Indonesia. ● In January 2020, the Company completed the acquisition of substantially all of the assets of Push Holdings, Inc. This acquired business, which the Company has rebranded as its DataLogiq division, operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA. ● On November 2, 2020, the Company completed the acquisition of Fixel AI Inc. (“Fixel”), thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of its DataLogiq product suite. ● On March 29, 2021, the Company completed the acquisition of Rebel AI, Inc., a Delaware corporation (“Rebel”). By acquiring Rebel and its platform, the Company enables brands and agencies to securely transact media and activate first-party data. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Logiq, Inc (Delaware) and its wholly owned material operating subsidiaries, Logiq, Inc (Nevada), Fixel AI Inc., and Rebel AI Inc. Material intercompany balances and transactions have been eliminated on consolidation. USE OF ESTIMATES The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. BUSINESS COMBINATIONS The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition related expenses and integration costs are expensed as incurred. CERTAIN RISKS AND UNCERTAINTIES The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term. SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance. The Company has 2 operating business segments: AppLogiq marketed as CreateApp platform acquired in 2015 and subsequently enhanced in 2016 and 2017, offered on a Platform-as-a-Service (“PaaS”) basis providing digital marketing to SMBs in a wide variety of industry sectors, to increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business; and DataLogiq is a business segment created in January 2020 from our acquisition of the assets of Push Holdings Inc, comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Fixel AI Inc and Rebel AI Inc. DataLogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance. GOOGWILL AND INTANGIBLE ASSETS, NET Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the three months ended March 31, 2021 and 2020. The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the three months ended March 31, 2021 and 2020 amounted to $677,705 and $437,983, respectively, which was included in the amortization of intangible assets expense of the accompanying consolidated statements of operations. IMPAIRMENT OF LONG-LIVED ASSETS The Company classifies its long-life assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – life intangible assets. Long-life assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-life asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary. The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion. GROUP ACCOUNTING Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. SUBSIDIARIES When subsidiaries are excluded from consolidation on the basis that their inclusion involving expense and delay out of proportion to the value to members of the Company, investments in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement. ASSOCIATES Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group. FINANCIAL ASSETS Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement. LEASE The Company adopted ASU 2016-02, Leases (Topic 842), on January 8, 2020, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of March 31, 2021. AVAILABLE-FOR-SALES INVESTMENTS Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognized directly in profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortized cost of the available-for-sale monetary asset is recognized in profit or loss, and other changes are recognized in other comprehensive income. ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK Accounts receivable consists of trade receivables from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. As of March 31, 2021 and 2020, the allowance for bad debt was approximately $54,619 and $54,619, respectively. CASH AND CASH EQUIVALENTS Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or less and are readily convertible to known amounts of cash. EARNINGS PER SHARE Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. REVENUE RECOGNITION The Company’s Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis. The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform. COST OF REVENUE The Company cost of revenue comprises fees from third party cloud-based hosting services and media costs. INCOME TAXES The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. STOCK BASED COMPENSATION We value stock compensation based on the fair value recognition provisions ASC 718 Compensation – Stock Compensation, We do not ascertain the fair value of restricted stock awards using the Black-Scholes-Merton option pricing model. See Note 15, Stockholders’ Equity, for further details on our stock awards. RECENT ACCOUNTING PRONOUNCEMENTS On October 2, 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the 20 July 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 3 – INTANGIBLE ASSETS, NET As of March 31, 2021, and 2020, the Company has the following amounts related to intangible assets: Logiq DataLogiq Total Cost as of January 1, 2021 $ 1,885,330 $ 12,928,422 $ 14,813,752 Additions $ - $ 6,789,969 $ 6,789,969 Cost as of March 31, 2021 $ 1,885,330 $ 19,718,391 $ 21,603,721 Amortization Brought forward as of January 1, 2021 $ 1,271,265 $ 1,805,947 $ 3,077,212 Charge for the period $ 31,283 $ 646,422 $ 677,705 Accumulated depreciation as of March 31, 2021 $ 1,302,548 $ 2,452,369 $ 3,754,917 Net intangible assets as of March 31, 2021 $ 582,782 $ 17,266,022 $ 17,848,804 Net intangible assets as of December 31, 2020 $ 614,065 $ 11,122,475 $ 11,736,540 Amortization expense related to intangible assets for the quarter ended March 31, 2021 and 2020 amounted to $677,705 and $437,983, respectively. No significant residual value is estimated for these intangible assets. The estimated future amortization expense of intangible costs as of March 31, 2021 in the next five fiscal years and thereafter is as follows: Remaining of 2021 $ 3,051,608 2022 4,068,811 2023 4,068,811 2024 4,068,811 2025 and thereafter 2,590,763 Total $ 17,848,804 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET As of March 31, 2021, and 2020, the Company has the following amounts related to property and equipment: Leasehold Computer and Equipment Total Cost as of January 1, 2021 165,957 59,169 225,126 Additions $ - $ 28,236 $ 28,236 Cost as of March 31, 2021 $ 165,957 $ 87,405 $ 253,362 Amortization Brought forward as of January 1, 2021 33,635 12,930 46,565 Charge for the period $ 8,409 $ 3,232 $ 11,641 Accumulated depreciation as of March 31, 2021 $ 42,044 $ 16,162 $ 58,206 Net property and equipment assets as of March 31, 2021 $ 123,913 $ 71,243 $ 195,156 Net property and equipment assets as of December 31, 2020 132,322 46,239 178,561 Depreciation expense for the quarter ended March 31, 2021 and 2020 amounted to $11,641 and $11,641, respectively. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
GOODWILL | NOTE 5 – GOODWILL As of As of Goodwill at cost - Push $ 4,781,208 $ 4,781,208 Goodwill at cost - Fixel 296,882 296,882 Goodwill at cost - Rebel 499,836 - Total 5,577,926 5,078,090 Accumulated impairment losses - - Balance at end of period $ 5,577,926 $ 5,078,090 Goodwill has been allocated for impairment testing purposes to the acquisition of the assets of Push Holdings Inc. The recoverable amount of this unit is determined based on external valuation performed by a third-party valuation firm on March 20, 2020 as updated to December 31, 2020. The assets were valued using a Fair Market Value basis as defined by The Financial Accounting Standards Board (FASB ASC 820-10-20). Liabilities were taken from Push Holdings Inc Consolidated Balance Sheet as of January 8, 2020, Fixel AI Inc Consolidated Balance Sheet as of November 2, 2020 and Rebel AI Inc Consolidated Balance Sheet as of March 29, 2021. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 6 – ACCOUNTS RECEIVABLE As of As of Accounts receivable - gross $ 3,382,333 $ 2,673,113 Allowance for doubtful debts (54,619 ) (54,619 ) Accounts receivable - net 3,327,714 2,618,494 Movement all in allowance for doubtful debts Balance as at beginning of period $ 54,619 $ 54,619 Provision for bad debts - 60,324 Reversal of the provision - (60,324 ) Balance at end of period 54,619 54,619 Age of Impaired trade receivables Current $ 1,981,535 59.5 % 1 - 30 days 1,316,808 39.6 % 31 - 60 days 9,232 0.3 % 61-90 days 961 0.0 % 91 and over 19,178 0.6 % Total 3,327,714 100.0 % |
Financial Assets
Financial Assets | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL ASSETS | NOTE 7 – FINANCIAL ASSETS Fair value As of As of Assets Liabilities Assets Liabilities Held-for-trading investments $ 547,201 - $ 594,263 - The investments above include investments in quoted fixed income securities that offer the Company the opportunity for return through interest income and fair value gains. They have various fixed maturity and coupon rate. The fair values of these securities are based on closing quoted market prices on the last market day of the financial year. Fair value of the Company’s financial assets and financial liabilities are measured at fair value on recurring quoted bid prices on an active market basis. All the available for sale financial assets are classified as Level 1 as described in the Company’s accounting policies. |
Investment in Associate
Investment in Associate | 3 Months Ended |
Mar. 31, 2021 | |
Joint Venture [Abstract] | |
INVESTMENT IN ASSOCIATE | NOTE 8 – INVESTMENT IN ASSOCIATE On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest with the option to purchase an additional 31% equity interest at a later date. In April 2019, the Company completed the distribution as a dividend in specie, to the Company’s shareholders of record at October 12, 2018 of 49% equity interest in WIP to Weyland AtoZPay Inc. and now holds an equitable interest of 31% in WIP. The results of operations under brand name PAY/GOLogiq of WIP from April 23, 2018 to September 30, 2020 has not been included as the amount had been fully impaired. The Company held an 31% unexercised option in WIP as of December 31, 2018. Due to the continuing legal restructuring in Indonesia, all the conditions precedent had not been satisfied and the 31% option had not been exercised as of March 31, 2021. The Company is in the process of increasing its equity interest in WIP to 51% in order to consolidate the financial results of WIP on a going-forward basis. |
Amount Due from Associate
Amount Due from Associate | 3 Months Ended |
Mar. 31, 2021 | |
Amount Due From Assocate [Abstract] | |
AMOUNT DUE FROM ASSOCIATE | NOTE 9 – AMOUNT DUE FROM ASSOCIATE The amount due from Associate is interest free, unsecured with no fixed repayment terms. |
Prepayments, Deposit and Other
Prepayments, Deposit and Other Receivables | 3 Months Ended |
Mar. 31, 2021 | |
Prepayments Deposit And Other Receivables [Abstract] | |
PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES | NOTE 10 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES Prepayments, deposits and other receivables consist of the following: As of As of Deposit $ 140,000 $ 60,000 Other receivables 1,876 1,876 Prepayments 109,529 144,567 251,405 206,443 |
Accruals and Other Payable
Accruals and Other Payable | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUALS AND OTHER PAYABLE | NOTE 11 – ACCRUALS AND OTHER PAYABLE Accruals and other payable consist of the following: As of As of Accruals $ 2,109,183 $ 910,325 Other payables 596,030 200,407 $ 2,705,213 1,110,732 |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 12 – INCOME TAX The United States of America Logiq, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated no taxable income for the year ended December 31, 2020 and 2019, and which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively. As of As of U.S. statutory tax rate 21.00 % 21.00 % Effective tax rate 21.00 % 21.00 % DataLogiq business segment (Logiq, Inc. (Nevada) formerly known as Origin8, Inc.) As of March 31, 2021, this company does not have any deferred tax asset. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 13 – NOTES PAYABLE On April 24, 2020, the Company’s subsidiary Logiq Inc (Nevada) formerly known as Origin8, Inc., received loan proceeds in the amount of $503,700 (the “PPP Loan”) under the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act and applicable regulations (the “CARES Act”). Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, Logiq Inc (Nevada) is eligible to apply for and receive forgiveness for all or a portion of its PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. Logiq Inc (Nevada) intends to use the proceeds of its PPP Loan for Qualifying Expenses. However, no assurance is provided that Logiq Inc (Nevada) will be able to obtain forgiveness of the PPP Loan in whole or in part. Any amounts that are not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred until the Small Business Administration makes a determination on forgiveness. While Logiq Inc.’s (Nevada) PPP Loan currently has a two-year maturity, the amended law will permit Logiq Inc (Nevada) to request a five-year maturity. |
Convertible Promissory Notes
Convertible Promissory Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE PROMISSORY NOTES | NOTE 14 – CONVERTIBLE PROMISSORY NOTES From April to August 20, 2020, the Company entered into convertible promissory notes issued to various investors (the “2020 Notes”), whereby the Company borrowed $2,911,000. Proceeds received by the Company are in consideration for convertible promissory notes issued to the investors. The maturity date is July 20, 2021 and interest accrues at 10% per annum throughout the term of the 2020 Notes. The 2020 Notes contained a contingent conversion feature as follows: Qualifying Event shall be any of the following events: (i) a sale of any subsidiary. (ii) repayment to the Company in cash in full of amounts advanced to Weyland Indonesia Perkasa (“WIP”), an Indonesian limited liability company, an “Associate” of the Company, or (iii) upon the closing of a financing (or aggregated financings) of five million dollars ($5,000,000) or more, in gross proceeds to the Company. The derivative liability is recorded at fair value with changes in fair value recognized in interest income (expense), net. Contingent Conversion Upon a Qualifying Event –Effective upon closing a qualifying event, as defined above, the 2020 Notes will automatically be converted into common stock at a conversion price of $2.50. In the event there is no Qualifying event prior to Maturity Date, the Note holders would have the right either to be paid back principal with interest or to convert the outstanding principal and accrued interest at a conversion price of $1.20. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 15 – STOCKHOLDERS’ EQUITY Common Stock On February 25, 2020, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of approximately 1-for-13 (the “Reverse Stock Split”). Upon the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of the Company’s Common Stock were, without any further action by the Company, or any holder thereof, combined into and automatically became 1 share of the Company’s Common Stock. No fractional shares were issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were cancelled, and stockholders received a cash payment in an amount equal to the fair market value of such fractional shares on the effective date. All shares of Common Stock eliminated as a result of the Reverse Stock Split have been returned to the Company’s authorized and unissued capital stock, and the Company’s capital was reduced by an amount equal to the par value of the shares of Common Stock so retired. The Reverse Stock Split did not change the Company’s current authorized number of shares of Common Stock or its par value. As such, the Company is authorized to issue up to 250,000,000 shares of Common Stock, par value $0.0001. Issuance of Common Stock Sale of Common Stock – January 2021 On January 12, 2021, Logiq entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 101,694 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $ per share. The Registered Offering resulted in gross proceeds of approximately $864,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. Agreement and Plan of Merger – Rebel AI, Inc. On March 29, 2021, Logiq, RAI Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Rebel AI, Inc., a Delaware corporation (“Rebel AI”), and Emmanuel Puentes, on behalf of the stockholders of Rebel AI (in such capacity, the “Stockholders’ Agent”), consummated a transaction pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”) whereby the parties effectuated a merger of Merger Sub with and into Rebel AI, and as a result, Rebel AI became a wholly-owned subsidiary of the Company (the “Merger”). As consideration for the Merger, the Company delivered to those persons set forth in the Merger Agreement an aggregate total cash payment of $1,126,000 (the “Cash Consideration”), and an aggregate number of restricted shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), equal to (i) (x) $7,000,000, divided by (ii) the volume weighted average closing price of the Company’s Common Stock for the twenty consecutive trading days prior to Closing (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”), subject in each case to adjustment as provided in the Merger Agreement. Notwithstanding the foregoing, pursuant to the terms of the Merger Agreement, (i) a portion of the Cash Consideration, in an amount equal to the outstanding balance of that PPP Loan made to Rebel AI in January 2021, shall be withheld at Closing and placed into an escrow account, pending forgiveness or repayment of the PPP Loan, as applicable, and (ii) $2,000,000 of Common Stock shall be withheld from the Stock Consideration and deposited into an escrow account, pending release in accordance with the terms of the Merger Agreement. Sale of Common Stock – March 2021 On March 8, 2021, Logiq entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchaser at an offering price of $5.00 per share. The Registered Offering resulted in gross proceeds of approximately $500,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. General Summary During the period from January 1, 2021 to March 31, 2021, a total of 2,269,205 shares (post reverse split of approximately 13: 1) with par value of $0.0001 per share were issued to various stockholders. Capital Reserve On March 29, 2021, the Company acquired Rebel in exchange for 1,032,056 shares of the Company’s common stock. On November 2, 2020, the Company acquired Fixel in exchange for 564,467 shares of the Company’s common stock in the amount of $5,000,000 and represents the excess of consideration over the par value of common stock of $0.0001 issued. On January 9, 2020, the Company issued 35,714,285 shares to Conversion Point Technologies Inc. as consideration for the acquisition of all the assets of Push Holdings Inc in the amount of $14,284,714 and represents the excess of consideration over the par value of common stock of $0.0001 issued. During the year ended December 31, 2020, a total of 1,318,640 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 5,677,684 shares with par value of $0.0001 per share were issued to various stockholders. During the three months ended March 31, 2021, a total of 998,955 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 1,270,250 shares with par value of $0.0001 per share were issued to various stockholders. Cancellation of Common Stock During the year ended December 31, 2020, 404,439 shares with par value of $0.0001 per share were cancelled by various stockholders. During the quarter ended March 31, 2021, 0 shares with par value of $0.0001 per share were cancelled. Stock-Based Compensation For the three months ended March 31, 2021, a total of 998,955 shares of common stock was issued as stock-based compensation to directors, consultants and other professional parties. |
(Loss) Per Share
(Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
(LOSS) PER SHARE | NOTE 16 – (LOSS) PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2021 and 2020, respectively: For the three months ended March 31, 2021 2020 Numerator - basic and diluted Net (Loss) $ (4,081,749 ) $ (2,813,092 ) Denominator Weighted average number of common shares outstanding —basic and diluted 16,345,439 11,577,069 (Loss) per common share — basic and diluted $ (0.2497 ) $ (0.2430 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 17 – COMMITMENTS AND CONTINGENCIES Leases The Company’s current executive offices are currently leased for $820 per month. Logiq Inc (Nevada) leases approximately 30,348 square feet comprising 12,313 square feet of office space and 18,217 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $367,200 per annum under an operating lease. The leased office space from a related party under common ownership is under a 7.5-year lease expiring December 31, 2021. The lease on the primary offices has a renewal option providing for additional lease periods. The operating lease is listed as separate line item on Logiq Inc (Nevada)’s March 31, 2021 and December 31, 2020 consolidated balance sheets and represent the Group’s right to use the underlying asset for the lease term. The Group’s obligations to make lease payments are also listed as a separate line items on the Group’s March 31, 2021 and December 31, 2020 consolidated balance sheets. Based on the present value of the lease payments for the remaining lease term of the Group’s existing leases, the Group recognized right-of-use assets and lease liabilities for operating leases of approximately $693,000, on January 8, 2020. Operating lease right-of-use assets and liabilities commencing after January 8, 2020 are recognized at commencement date based on the present value of lease payments over the lease term. As of March 31, 2021 and December 31, 2020, total operating right-of-use assets were $273,687 and $364,234, respectively. All operating lease expense is recognized on a straight-line basis over the lease term. Because the rate implicit in the lease is not readily determinable, the Group uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Group’s operating lease liabilities are as follows: As of As of Cash paid for operating lease liabilities $ 91,900 367,200 Remaining lease term 9 months 1 years Discount rate 1.5 % 1.5 % Future minimum lease payments under the non-cancellable operating lease agreements are as follows: 2021 $ 275,400 Less imputed interest (1,713 ) Total lease liability $ 273,687 Legal proceedings None. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 18 – SEGMENT INFORMATION The Group has determined that it operates in two operating and reportable business segments: AppLogiq and DataLogiq. The Company determined its reportable segments based on operating and financial reports regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer (“CEO”). The AppLogiq reportable segment is comprised of the accounts of CreateApp and Corporate activities. The DataLogiq reportable segment is comprised of the subsidiaries’ accounts of Logiq, Inc. (a Nevada Corporation), Fixel AI, Inc. and Rebel AI Inc. The following table presents the segment information for the three months ended March 31, 2021 and 2020: For the three months ended 2021 2020 Logiq Segment operating income $ 2,441,128 11,785,743 Other corporate expenses, net 5,270,305 13,551,449 Total operating (loss) (2,829,177 ) (1,765,706 ) DataLogiq Segment operating income 5,639,184 3,195,651 Other corporate expenses, net 6,891,756 4,243,037 Total operating (loss) (1,252,572 ) (1,047,386 ) Consolidated Segment operating income 8,080,312 14,981,394 Other corporate expenses, net 12,162,061 17,794,486 Total operating (loss) (4,081,749 ) (2,813,092 ) Significant Customers No revenues from any single customer exceeded 10% of total net revenues for the three months ended March 31, 2021 and 2020. |
Geographical Information
Geographical Information | 3 Months Ended |
Mar. 31, 2021 | |
Geographic Information [Abstract] | |
GEOGRAPHICAL INFORMATION | NOTE 19 – GEOGRAPHICAL INFORMATION Revenue by geographical region for the three months ended March 31, 2021 and 2020 were as follows: For the three months ended For the three months ended 2021 % 2020 % Southeast Asia $ 1,220,564 15.1 % 8,839,307 59.0 % EU 610,282 7.6 1,767,861 11.8 South Korea 366,169 4.5 1,178,575 7.9 Africa 244,113 3.0 - - North America 5,639,184 69.8 3,195,651 21.3 Total revenue $ 8,080,312 100.0 $ 14,981,394 100.0 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | NOTE 20 – BUSINESS COMBINATION Push Holdings Inc. On January 8, 2020, the Company acquired substantially all the assets of Push Holdings Inc in exchange for 35,714,285 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $14,285,714. The acquisition of substantially all the assets of Pushing Holding was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations During the period ended December 31, 2020, the Company, through its wholly-owned subsidiary, Logiq Inc (Nevada) acquired substantially all of the assets of Push Holdings, Inc. The fair values of assets acquired and liabilities assumed were as follows: Cash and cash equivalents $ 574,572 Restricted cash 1,025,000 Accounts receivable, net 709,053 Prepaid expenses and other current assets 11,940 Property, plant and equipment 225,126 Intangible assets 8,250,000 Accounts payable (367,091 ) Accrued expenses and other current liabilities (424,094 ) Due to parent company (500,000 ) Goodwill 4,781,208 Net assets acquired $ 14,285,714 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Push has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Push Holdings would have paid if Push Holdings did not own the software technology. On the acquisition date, goodwill of $4,781,208 and other intangible assets of $8,250,000 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The Company incurred some accounting and legal fees related to the acquisition of the assets of Push Holdings. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021. In the consolidated statements of operations, revenues and expenses include the operations of Logiq Inc (Nevada) since January 9, 2020, which is the day after the acquisition date. Fixel AI Inc. On November 2, 2020, the Company acquired Fixel AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $8.86. On the Closing Date, the Company issued 564,467 restricted shares of its common stock to Fixel Stockholders, of which the shares allocated to the Fixel stockholders that are residents of Israel (“Israel Stockholders”) will be delivered to an independent third-party escrow (the “Escrow Shares”), where (i) such shares will be released to Israel Stockholders upon each Israel Stockholder’s compliance with the 104H tax ruling issued by certain tax authorities of Israel in connection with the Merger and (ii) shares held by Founders making up approximately 20% of the shares issued will be held subject to offset for indemnification purposes. The Shares were issued at a trailing twenty (20) day VWAP of $8.86 per share. The fair values of assets acquired and liabilities assumed were as follows: Cash and cash equivalents $ 67,167 Restricted cash 10,229 Accounts receivable, net 29,036 Prepaid expenses and other current assets 20,963 Intangible assets 4,678,422 Accounts payable 280 Accrued expenses and other current liabilities (47,021 ) Deferred revenue (55,958 ) Goodwill 296,882 Net assets acquired $ 5,000,000 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Fixel has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Fixel would have paid if Fixel did not own the software technology. On the acquisition date, goodwill of $296,882 and other intangible assets of $4,678,422 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The Company incurred some accounting and legal fees related to the acquisition of the assets of Fixel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021. In the consolidated statements of operations, revenues and expenses include the operations of Fixel AI, Inc. since November 3, 2020, which is the day after the acquisition date. Rebel AI Inc. On March 29, 2021, the Company acquired Rebel for a total cash consideration of $1,126,000 and in exchange for 1,032,056 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $6.00. On the Closing Date, the Company issued 1,032,056 restricted shares of its common stock to Rebel Stockholders, and at a trailing twenty (20) day VWAP of $6.00 per share. Cash and cash equivalents $ 7,736 Accounts receivable, net 10,052 Prepaid expenses and other current assets 14,617 Property, plant and equipment 28,236 Intangible assets 6,789,969 Accrued expenses and other current liabilities (32,110 ) Goodwill 499,836 Net assets acquired $ 7,318,336 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Rebel has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Rebel would have paid if Rebel did not own the software technology. On the acquisition date, goodwill of $499,836 and other intangible assets of $6,789,969 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The Company incurred some accounting and legal fees related to the acquisition of the assets of Rebel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the period ended March 31, 2021. In the consolidated statements of operations, revenues and expenses include the operations of Rebel AI, Inc. since March 29, 2021, which is the day after the acquisition date. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21 – SUBSEQUENT EVENTS Sale of Common Stock – April 2021 On April 15, 2021, Logiq entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 304,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $ per share. The Registered Offering resulted in gross proceeds of approximately $1,520,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. Actions Taken in Connection With Potential NEO Uplisting through an initial public offering Amended and Restated 2020 Equity Incentive Plan On April 21, 2021, Logiq, in connection with the Company’s potential listing on the NEO Exchange in Canada and in order to comply with the corporate governance requirements of the NEO Exchange, amended and restated its 2020 Equity Incentive Plan to provide that stock options issued under the plan (i) may not be transferred and (ii) may not have an exercise price less than the fair market value (“FMV”) of such stock options as of the grant date. Pursuant to the A&R Plan (as defined below), FMV shall be determined as follows: (i) if the Company’s common stock is then listed or admitted to trading on a national stock exchange, the FMV shall be either (x) the five-day volume weighted average trading price, calculated by dividing the total value by the total volume of securities traded on a national stock exchange for the relevant period, or (y) the closing price of the Company’s common stock on a national stock exchange on the previous trading day prior to the date of grant of the award; or (ii) if the Company’s common stock is not then listed or admitted to trading on a national stock exchange, the FMV shall be a price determined by the administrator of the A&R Plan in good faith using any reasonable method of valuation. In addition, the Company amended and restated the form agreements for awards made pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan (the “A&R Plan”) to reflect the foregoing changes. The Company’s A&R Plan and amended form award agreements were approved by the Company’s Board of Directors on April 21, 2021. The A&R Plan remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no even later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the A&R Plan within one year, the A&R Plan shall not be effective and the form agreements for awards made thereunder shall revert to their original form. Majority Voting Policy; Bylaws On April 21, 2021, the Company’s Board of Directors (the “Board”), in connection with the Company’s potential listing on the NEO Exchange in Canada and in order to comply with the corporate governance requirements of the NEO Exchange, approved and adopted a Majority Voting Policy for the election of directors (the “Policy”), which policy effectively alters the manner in which directors are elected under the Company’s Bylaws, and is therefore, subject to shareholder approval. The Company intends to submit a proposal to shareholders to approve the Policy and related changes to the Company’s Bylaws as soon as reasonably practicable. Under the Policy, in an uncontested election, any director nominee who receives a greater number of votes “withheld” than votes “for” his or her election at a meeting of shareholders of the Company must promptly tender his or her resignation to the chairman of the Board. Following receipt of such resignation, the Governance Committee of the Board (the “Committee”) will consider the resignation and recommend to the Board whether to accept such tendered resignation. Except in special circumstances, the Committee will be expected to accept and recommend acceptance of the resignation by the Board. A press release disclosing the Board’s determination (and the reasons for rejecting the resignation, if applicable) will be issued within 90 days following the date of the relevant meeting of shareholders and a copy of the press release will be sent concurrently to the NEO Exchange, provided that the Company’s common stock is then listed for trading on the NEO Exchange. The director’s resignation, if accepted, will become effective immediately upon acceptance thereof by the Board. Any director who tenders his or her resignation pursuant to the Policy will not participate in the recommendation of the Committee or the decision of the Board with respect to such resignation. Subject to any restrictions imposed by applicable law, where the Board accepts a resignation in accordance with the Policy, the Board may (i) leave the director vacancy unfilled until the next annual meeting of shareholders, (ii) fill the vacancy through the appointment of a new director, or (iii) call a special meeting of shareholders at which a new candidate will be presented to fill the vacant position. The Policy applies only in circumstances involving an uncontested election of directors. For purposes of the Policy, an “uncontested election” of directors of the Company means an election held at any meeting of shareholders called for, either alone or with other matters, the election of directors, with respect to which the number of nominees for election is equal to the number of positions on the Board to be filled through the election to be conducted at such meeting. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). |
PRINCIPLES OF CONSOLIDATION | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Logiq, Inc (Delaware) and its wholly owned material operating subsidiaries, Logiq, Inc (Nevada), Fixel AI Inc., and Rebel AI Inc. Material intercompany balances and transactions have been eliminated on consolidation. |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition related expenses and integration costs are expensed as incurred. |
CERTAIN RISKS AND UNCERTAINTIES | CERTAIN RISKS AND UNCERTAINTIES The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term. |
SEGMENT REPORTING | SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance. The Company has 2 operating business segments: AppLogiq marketed as CreateApp platform acquired in 2015 and subsequently enhanced in 2016 and 2017, offered on a Platform-as-a-Service (“PaaS”) basis providing digital marketing to SMBs in a wide variety of industry sectors, to increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business; and DataLogiq is a business segment created in January 2020 from our acquisition of the assets of Push Holdings Inc, comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Fixel AI Inc and Rebel AI Inc. DataLogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance. |
GOOGWILL AND INTANGIBLE ASSETS, NET | GOOGWILL AND INTANGIBLE ASSETS, NET Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the three months ended March 31, 2021 and 2020. The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the three months ended March 31, 2021 and 2020 amounted to $677,705 and $437,983, respectively, which was included in the amortization of intangible assets expense of the accompanying consolidated statements of operations. |
IMPAIRMENT OF LONG-LIVED ASSETS | IMPAIRMENT OF LONG-LIVED ASSETS The Company classifies its long-life assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – life intangible assets. Long-life assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-life asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary. The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion. |
GROUP ACCOUNTING | GROUP ACCOUNTING Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. |
SUBSIDIARIES | SUBSIDIARIES When subsidiaries are excluded from consolidation on the basis that their inclusion involving expense and delay out of proportion to the value to members of the Company, investments in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement. |
ASSOCIATES | ASSOCIATES Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group. |
FINANCIAL ASSETS | FINANCIAL ASSETS Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement. |
LEASE | LEASE The Company adopted ASU 2016-02, Leases (Topic 842), on January 8, 2020, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of March 31, 2021. |
AVAILABLE-FOR-SALES INVESTMENTS | AVAILABLE-FOR-SALES INVESTMENTS Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognized directly in profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortized cost of the available-for-sale monetary asset is recognized in profit or loss, and other changes are recognized in other comprehensive income. |
ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK | ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK Accounts receivable consists of trade receivables from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. As of March 31, 2021 and 2020, the allowance for bad debt was approximately $54,619 and $54,619, respectively. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or less and are readily convertible to known amounts of cash. |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. |
REVENUE RECOGNITION | REVENUE RECOGNITION The Company’s Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis. The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform. |
COST OF REVENUE | COST OF REVENUE The Company cost of revenue comprises fees from third party cloud-based hosting services and media costs |
INCOME TAXES | INCOME TAXES The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. |
STOCK BASED COMPENSATION | STOCK BASED COMPENSATION We value stock compensation based on the fair value recognition provisions ASC 718 Compensation – Stock Compensation, We do not ascertain the fair value of restricted stock awards using the Black-Scholes-Merton option pricing model. See Note 15, Stockholders’ Equity, for further details on our stock awards. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS On October 2, 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the 20 July 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Logiq DataLogiq Total Cost as of January 1, 2021 $ 1,885,330 $ 12,928,422 $ 14,813,752 Additions $ - $ 6,789,969 $ 6,789,969 Cost as of March 31, 2021 $ 1,885,330 $ 19,718,391 $ 21,603,721 Amortization Brought forward as of January 1, 2021 $ 1,271,265 $ 1,805,947 $ 3,077,212 Charge for the period $ 31,283 $ 646,422 $ 677,705 Accumulated depreciation as of March 31, 2021 $ 1,302,548 $ 2,452,369 $ 3,754,917 Net intangible assets as of March 31, 2021 $ 582,782 $ 17,266,022 $ 17,848,804 Net intangible assets as of December 31, 2020 $ 614,065 $ 11,122,475 $ 11,736,540 |
Schedule of estimated future amortization expense of intangible costs | Remaining of 2021 $ 3,051,608 2022 4,068,811 2023 4,068,811 2024 4,068,811 2025 and thereafter 2,590,763 Total $ 17,848,804 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Leasehold Computer and Equipment Total Cost as of January 1, 2021 165,957 59,169 225,126 Additions $ - $ 28,236 $ 28,236 Cost as of March 31, 2021 $ 165,957 $ 87,405 $ 253,362 Amortization Brought forward as of January 1, 2021 33,635 12,930 46,565 Charge for the period $ 8,409 $ 3,232 $ 11,641 Accumulated depreciation as of March 31, 2021 $ 42,044 $ 16,162 $ 58,206 Net property and equipment assets as of March 31, 2021 $ 123,913 $ 71,243 $ 195,156 Net property and equipment assets as of December 31, 2020 132,322 46,239 178,561 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of goodwill | As of As of Goodwill at cost - Push $ 4,781,208 $ 4,781,208 Goodwill at cost - Fixel 296,882 296,882 Goodwill at cost - Rebel 499,836 - Total 5,577,926 5,078,090 Accumulated impairment losses - - Balance at end of period $ 5,577,926 $ 5,078,090 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Credit Loss, Additional Improvements [Abstract] | |
Schedule of accounts receivable | As of As of Accounts receivable - gross $ 3,382,333 $ 2,673,113 Allowance for doubtful debts (54,619 ) (54,619 ) Accounts receivable - net 3,327,714 2,618,494 Movement all in allowance for doubtful debts Balance as at beginning of period $ 54,619 $ 54,619 Provision for bad debts - 60,324 Reversal of the provision - (60,324 ) Balance at end of period 54,619 54,619 |
Schedule of impaired trade receivables | Current $ 1,981,535 59.5 % 1 - 30 days 1,316,808 39.6 % 31 - 60 days 9,232 0.3 % 61-90 days 961 0.0 % 91 and over 19,178 0.6 % Total 3,327,714 100.0 % |
Financial Assets (Tables)
Financial Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value | Fair value As of As of Assets Liabilities Assets Liabilities Held-for-trading investments $ 547,201 - $ 594,263 - |
Prepayments, Deposit and Othe_2
Prepayments, Deposit and Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Prepayments Deposit And Other Receivables [Abstract] | |
Schedule of prepayments deposits and other receivables outstanding | As of As of Deposit $ 140,000 $ 60,000 Other receivables 1,876 1,876 Prepayments 109,529 144,567 251,405 206,443 |
Accruals and Other Payable (Tab
Accruals and Other Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accruals and other payable | As of As of Accruals $ 2,109,183 $ 910,325 Other payables 596,030 200,407 $ 2,705,213 1,110,732 |
Income Tax (Tables)
Income Tax (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory rates and tax rate | As of As of U.S. statutory tax rate 21.00 % 21.00 % Effective tax rate 21.00 % 21.00 % |
(Loss) Per Share (Tables)
(Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings per common share | For the three months ended March 31, 2021 2020 Numerator - basic and diluted Net (Loss) $ (4,081,749 ) $ (2,813,092 ) Denominator Weighted average number of common shares outstanding —basic and diluted 16,345,439 11,577,069 (Loss) per common share — basic and diluted $ (0.2497 ) $ (0.2430 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of operating lease liabilities | As of As of Cash paid for operating lease liabilities $ 91,900 367,200 Remaining lease term 9 months 1 years Discount rate 1.5 % 1.5 % |
Schedule of future minimum lease payments under the non-cancellable operating lease agreements | 2021 $ 275,400 Less imputed interest (1,713 ) Total lease liability $ 273,687 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of segment information | For the three months ended 2021 2020 Logiq Segment operating income $ 2,441,128 11,785,743 Other corporate expenses, net 5,270,305 13,551,449 Total operating (loss) (2,829,177 ) (1,765,706 ) DataLogiq Segment operating income 5,639,184 3,195,651 Other corporate expenses, net 6,891,756 4,243,037 Total operating (loss) (1,252,572 ) (1,047,386 ) Consolidated Segment operating income 8,080,312 14,981,394 Other corporate expenses, net 12,162,061 17,794,486 Total operating (loss) (4,081,749 ) (2,813,092 ) |
Geographical Information (Table
Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Geographic Information [Abstract] | |
Schedule of Geographic Information | For the three months ended For the three months ended 2021 % 2020 % Southeast Asia $ 1,220,564 15.1 % 8,839,307 59.0 % EU 610,282 7.6 1,767,861 11.8 South Korea 366,169 4.5 1,178,575 7.9 Africa 244,113 3.0 - - North America 5,639,184 69.8 3,195,651 21.3 Total revenue $ 8,080,312 100.0 $ 14,981,394 100.0 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair values of assets acquired and liabilities | Cash and cash equivalents $ 574,572 Restricted cash 1,025,000 Accounts receivable, net 709,053 Prepaid expenses and other current assets 11,940 Property, plant and equipment 225,126 Intangible assets 8,250,000 Accounts payable (367,091 ) Accrued expenses and other current liabilities (424,094 ) Due to parent company (500,000 ) Goodwill 4,781,208 Net assets acquired $ 14,285,714 Cash and cash equivalents $ 67,167 Restricted cash 10,229 Accounts receivable, net 29,036 Prepaid expenses and other current assets 20,963 Intangible assets 4,678,422 Accounts payable 280 Accrued expenses and other current liabilities (47,021 ) Deferred revenue (55,958 ) Goodwill 296,882 Net assets acquired $ 5,000,000 Cash and cash equivalents $ 7,736 Accounts receivable, net 10,052 Prepaid expenses and other current assets 14,617 Property, plant and equipment 28,236 Intangible assets 6,789,969 Accrued expenses and other current liabilities (32,110 ) Goodwill 499,836 Net assets acquired $ 7,318,336 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Operating Segments | 10.00% | |
Amortization of intangible assets | $ 677,705 | $ 437,983 |
Allowance for bad debt | $ 54,619 | $ 54,619 |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shareholders voting rights | 20.00% | |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) [Line Items] | ||
Shareholders voting rights | 50.00% |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense related to intangible assets | $ 677,705 | $ 437,983 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
Cost beginning | $ 14,813,752 | |
Additions | 6,789,969 | |
Cost ending | 21,603,721 | |
Amortization | ||
Brought forward | 3,077,212 | |
Charge for the period | 677,705 | |
Accumulated depreciation | 3,754,917 | |
Net intangible assets | 17,848,804 | $ 11,736,540 |
DataLogiq [Member] | ||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
Cost beginning | 12,928,422 | |
Additions | 6,789,969 | |
Cost ending | 19,718,391 | |
Amortization | ||
Brought forward | 1,805,947 | |
Charge for the period | 646,422 | |
Accumulated depreciation | 2,452,369 | |
Net intangible assets | 17,266,022 | 11,122,475 |
Logiq [Member] | ||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
Cost beginning | 1,885,330 | |
Additions | ||
Cost ending | 1,885,330 | |
Amortization | ||
Brought forward | 1,271,265 | |
Charge for the period | 31,283 | |
Accumulated depreciation | 1,302,548 | |
Net intangible assets | $ 582,782 | $ 614,065 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of estimated future amortization expense of intangible costs | Mar. 31, 2021USD ($) |
Schedule of estimated future amortization expense of intangible costs [Abstract] | |
Remaining of 2021 | $ 3,051,608 |
2022 | 4,068,811 |
2023 | 4,068,811 |
2024 | 4,068,811 |
2025 and thereafter | 2,590,763 |
Total | $ 17,848,804 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 11,641 | $ 11,641 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Cost as of January 1, 2021 | $ 225,126 | |
Additions | 28,236 | |
Cost as of March 31, 2021 | 253,362 | |
Amortization | ||
Brought forward as of January 1, 2021 | 46,565 | |
Charge for the period | 11,641 | |
Accumulated depreciation as of March 31, 2021 | 58,206 | |
Net property and equipment assets as of March 31, 2021 | 195,156 | $ 178,561 |
Net property and equipment assets as of December 31, 2020 | 178,561 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost as of January 1, 2021 | 165,957 | |
Additions | ||
Cost as of March 31, 2021 | 165,957 | |
Amortization | ||
Brought forward as of January 1, 2021 | 33,635 | |
Charge for the period | 8,409 | |
Accumulated depreciation as of March 31, 2021 | 42,044 | |
Net property and equipment assets as of March 31, 2021 | 123,913 | |
Net property and equipment assets as of December 31, 2020 | 132,322 | |
Computers and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost as of January 1, 2021 | 59,169 | |
Additions | 28,236 | |
Cost as of March 31, 2021 | 87,405 | |
Amortization | ||
Brought forward as of January 1, 2021 | 12,930 | |
Charge for the period | 3,232 | |
Accumulated depreciation as of March 31, 2021 | 16,162 | |
Net property and equipment assets as of March 31, 2021 | $ 71,243 | |
Net property and equipment assets as of December 31, 2020 | $ 46,239 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of goodwill - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Total | $ 5,577,926 | $ 5,078,090 |
Accumulated impairment losses | ||
Balance at end of period | 5,577,926 | 5,078,090 |
Goodwill at cost – Push [Member] | ||
Goodwill [Line Items] | ||
Total | 4,781,208 | 4,781,208 |
Goodwill at cost - Fixel [Member] | ||
Goodwill [Line Items] | ||
Total | 296,882 | 296,882 |
Goodwill at cost - Rebel [Member] | ||
Goodwill [Line Items] | ||
Total | $ 499,836 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - Age of Impaired trade receivables [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable - gross | $ 3,382,333 | $ 2,673,113 |
Allowance for doubtful debts | (54,619) | (54,619) |
Accounts receivable - net | $ 3,327,714 | $ 2,618,494 |
Movement all in allowance for doubtful debts | ||
Balance as at beginning of period | $ 54,619 | $ 54,619 |
Provision for bad debts | 60,324 | |
Reversal of the provision | (60,324) | |
Balance at end of period | $ 54,619 | $ 54,619 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of impaired trade receivables - Age of Impaired trade receivables [Member] | Mar. 31, 2021USD ($) |
Financing Receivable, Impaired [Line Items] | |
Total | $ 3,327,714 |
Total, percentage | 100.00% |
Current [Member] | |
Financing Receivable, Impaired [Line Items] | |
Total | $ 1,981,535 |
Total, percentage | 59.50% |
1 - 30 days [Member] | |
Financing Receivable, Impaired [Line Items] | |
Total | $ 1,316,808 |
Total, percentage | 39.60% |
31 - 60 days [Member] | |
Financing Receivable, Impaired [Line Items] | |
Total | $ 9,232 |
Total, percentage | 0.30% |
61 - 90 days [Member] | |
Financing Receivable, Impaired [Line Items] | |
Total | $ 961 |
Total, percentage | 0.00% |
91 and over [Member] | |
Financing Receivable, Impaired [Line Items] | |
Total | $ 19,178 |
Total, percentage | 0.60% |
Financial Assets (Details) - Sc
Financial Assets (Details) - Schedule of fair value - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of fair value [Abstract] | ||
Fair value of assets | $ 547,201 | $ 594,263 |
Fair value of liabilities |
Investment in Associate (Detail
Investment in Associate (Details) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019 | Apr. 23, 2018 | Mar. 31, 2021 | |
Joint Venture [Abstract] | |||
Option to purchase equity, description | the Company completed the distribution as a dividend in specie, to the Company’s shareholders of record at October 12, 2018 of 49% equity interest in WIP to Weyland AtoZPay Inc. and now holds an equitable interest of 31% in WIP. | an additional 31% equity interest at a later date. | 31% unexercised option in WIP as of December 31, 2018. Due to the continuing legal restructuring in Indonesia, all the conditions precedent had not been satisfied and the 31% option had not been exercised as of March 31, 2021. |
Company ownership percentage | 49.00% | 51.00% |
Prepayments, Deposit and Othe_3
Prepayments, Deposit and Other Receivables (Details) - Schedule of prepayments deposits and other receivables outstanding - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of prepayments deposits and other receivables outstanding [Abstract] | ||
Deposit | $ 140,000 | $ 60,000 |
Other receivables | 1,876 | 1,876 |
Prepayments | 109,529 | 144,567 |
Prepayments, deposit and other receivables | $ 251,405 | $ 206,443 |
Accruals and Other Payable (Det
Accruals and Other Payable (Details) - Schedule of accruals and other payable - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule of accruals and other payable [Abstract] | ||
Accruals | $ 2,109,183 | $ 910,325 |
Other payables | 596,030 | 200,407 |
Total payables | $ 2,705,213 | $ 1,110,732 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal corporate income tax | 21.00% | 34.00% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of statutory rates and tax rate | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of statutory rates and tax rate [Abstract] | ||
U.S. statutory tax rate | 21.00% | 21.00% |
Effective tax rate | 21.00% | 21.00% |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended |
Apr. 24, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Loan proceeds amount | $ 503,700 |
Notes payable, description | Any amounts that are not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred until the Small Business Administration makes a determination on forgiveness. While Logiq Inc.’s (Nevada) PPP Loan currently has a two-year maturity, the amended law will permit Logiq Inc (Nevada) to request a five-year maturity |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Aug. 20, 2020 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Convertible note payable | $ 2,911,000 | |
Interest rate per annum | 10.00% | |
Gross proceeds amount | $ (5,000,000) | |
Common stock convertible conversion price | $ 2.50 | |
Accrued interest conversion price | $ 1.20 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 08, 2021 | Jan. 12, 2021 | Nov. 02, 2020 | Jan. 09, 2020 | Feb. 25, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 29, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||||||||||
Reverse stock split, description | On February 25, 2020, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of approximately 1-for-13 (the “Reverse Stock Split”). | Upon the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of the Company’s Common Stock were, without any further action by the Company, or any holder thereof, combined into and automatically became 1 share of the Company’s Common Stock. | ||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Issuance of shares | 100,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||
Offering price per share | $ 5 | |||||||||
Offering expenses | $ 500,000 | |||||||||
Aggregate cash payment | $ 1,126,000 | |||||||||
Merger agreement, Description | (i) (x) $7,000,000, divided by (ii) the volume weighted average closing price of the Company’s Common Stock for the twenty consecutive trading days prior to Closing (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”), subject in each case to adjustment as provided in the Merger Agreement. Notwithstanding the foregoing, pursuant to the terms of the Merger Agreement, (i) a portion of the Cash Consideration, in an amount equal to the outstanding balance of that PPP Loan made to Rebel AI in January 2021, shall be withheld at Closing and placed into an escrow account, pending forgiveness or repayment of the PPP Loan, as applicable, and (ii) $2,000,000 of Common Stock shall be withheld from the Stock Consideration and deposited into an escrow account, pending release in accordance with the terms of the Merger Agreement. | |||||||||
Common stock shares | 2,269,205 | |||||||||
Exchange shares of common stock | 564,467 | 1,032,056 | ||||||||
Value of common stock | $ 5,000,000 | $ 14,284,714 | ||||||||
Sale of stock price per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | 0.0001 | ||||||
Shares of common stock | 35,714,285 | |||||||||
Share price | $ 0.0001 | |||||||||
Common stock shares | 1,270,250 | 5,677,684 | ||||||||
Issuance of common stock shares | 998,955 | |||||||||
Issuance of common stock for services | 998,955 | |||||||||
Common Stock [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of shares | 101,694 | |||||||||
Common stock, par value | $ 0.0001 | |||||||||
Offering price per share | $ 8.50 | |||||||||
Offering expenses | $ 864,000 | |||||||||
Share price | $ 0.0001 | $ 0.0001 | ||||||||
Common stock shares | [1] | 3,355,012 | ||||||||
Cancellation of shares | 0 | 404,439 | ||||||||
Directors [Member] | ||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||
Issuance of common stock for services | 1,318,640 | |||||||||
Share price | $ 0.0001 | |||||||||
[1] | The number of shares of common stock has been retroactively restated to reflect the 1 for 1,000 reverse stock-split on September 1, 2015. |
(Loss) Per Share (Details) - Sc
(Loss) Per Share (Details) - Schedule of basic and diluted earnings per common share - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator - basic and diluted | ||
Net (Loss) | $ (4,081,749) | $ (2,813,092) |
Denominator | ||
Weighted average number of common shares outstanding — basic and diluted | 16,345,439 | 11,577,069 |
(Loss) per common share — basic and diluted | $ (0.2497) | $ (0.2430) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 08, 2020USD ($) | |
Commitments and Contingencies (Details) [Line Items] | |||
Lease rent per month | $ 820 | ||
Lease expiring | Dec. 31, 2021 | ||
Operating leases right-of-use assets lease liabilities | $ 693,000 | ||
Operating right-of-use assets | $ 273,687 | $ 364,234 | |
Minneapolis, Minnesota [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Lease rent per month | $ 367,200 | ||
Minneapolis, Minnesota [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Lease space | 30,348 | ||
Lease Term | 7 years 6 months | ||
Minneapolis, Minnesota [Member] | Office space [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Lease space | 12,313 | ||
Minneapolis, Minnesota [Member] | Warehouse space [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Lease space | 18,217 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of operating lease liabilities - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of operating lease liabilities [Abstract] | ||
Cash paid for operating lease liabilities | $ 91,900 | $ 367,200 |
Remaining lease term | 9 months | 1 years |
Discount rate | 1.50% | 1.50% |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of future minimum lease payments under the non-cancellable operating lease agreements | Mar. 31, 2021USD ($) |
Schedule of future minimum lease payments under the non-cancellable operating lease agreements [Abstract] | |
2021 | $ 275,400 |
Less imputed interest | (1,713) |
Total lease liability | $ 273,687 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of operating and reportable segments | 2 | |
Percentage of total net revenues | 10.00% | 3.00% |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment information - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Segment operating income | $ 8,080,312 | $ 14,981,394 |
Other corporate expenses, net | 12,162,061 | 17,794,486 |
Total operating (loss) | (4,081,749) | (2,813,092) |
Logiq [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment operating income | 2,441,128 | 11,785,743 |
Other corporate expenses, net | 5,270,305 | 13,551,449 |
Total operating (loss) | (2,829,177) | (1,765,706) |
DataLogiq [Member] | ||
Segment Reporting Information [Line Items] | ||
Segment operating income | 5,639,184 | 3,195,651 |
Other corporate expenses, net | 6,891,756 | 4,243,037 |
Total operating (loss) | $ (1,252,572) | $ (1,047,386) |
Geographical Information (Detai
Geographical Information (Details) - Schedule of geographic information - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Geographical Information (Details) - Schedule of geographic information [Line Items] | ||
Total revenue | $ 8,080,312 | $ 14,981,394 |
Total revenue, Percentage | 100.00% | 100.00% |
Southeast Asia [Member] | ||
Geographical Information (Details) - Schedule of geographic information [Line Items] | ||
Total revenue | $ 1,220,564 | $ 8,839,307 |
Total revenue, Percentage | 15.10% | 59.00% |
EU [Member] | ||
Geographical Information (Details) - Schedule of geographic information [Line Items] | ||
Total revenue | $ 610,282 | $ 1,767,861 |
Total revenue, Percentage | 7.60% | 11.80% |
South Korea [Member] | ||
Geographical Information (Details) - Schedule of geographic information [Line Items] | ||
Total revenue | $ 366,169 | $ 1,178,575 |
Total revenue, Percentage | 4.50% | 7.90% |
Africa [Member] | ||
Geographical Information (Details) - Schedule of geographic information [Line Items] | ||
Total revenue | $ 244,113 | |
Total revenue, Percentage | 3.00% | |
North America [Member] | ||
Geographical Information (Details) - Schedule of geographic information [Line Items] | ||
Total revenue | $ 5,639,184 | $ 3,195,651 |
Total revenue, Percentage | 69.80% | 21.30% |
Business Combination (Details)
Business Combination (Details) - USD ($) | Nov. 02, 2020 | Jan. 08, 2020 | Mar. 29, 2021 | Mar. 31, 2021 |
Business Combination (Details) [Line Items] | ||||
Fair value (in Dollars per share) | $ 6 | |||
Push Holdings Inc. [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Number of common stock acquired (in Shares) | 35,714,285 | |||
Fair Value Shares Of Common Stock | $ 14,285,714 | |||
Goodwill | $ 4,781,208 | |||
Other intangible assets | $ 8,250,000 | |||
Weighted average useful life | 5 years | |||
Cash payments | $ 574,572 | |||
Fixel AI Inc. [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Number of common stock acquired (in Shares) | 564,467 | |||
Goodwill | 296,882 | |||
Other intangible assets | $ 4,678,422 | |||
Weighted average useful life | 5 years | |||
Fair value of shares (in Dollars per share) | $ 8.86 | |||
Restricted shares of common stock (in Shares) | 564,467 | |||
Shares issue percentage | 20.00% | |||
Share price description | The Shares were issued at a trailing twenty (20) day VWAP of $8.86 per share. | |||
Cash payments | $ 67,167 | |||
Rebel AI Inc. [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Goodwill | 499,836 | |||
Other intangible assets | $ 6,789,969 | |||
Weighted average useful life | 5 years | |||
Restricted shares of common stock (in Shares) | 1,032,056 | |||
Cash payments | $ 1,126,000 | $ 7,736 | ||
Exchange Shares Common Stock (in Shares) | 1,032,056 | |||
Fair value (in Dollars per share) | $ 6 |
Business Combination (Details)
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities - USD ($) | Mar. 31, 2021 | Mar. 29, 2021 |
Push Holdings, Inc. [Member] | ||
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities [Line Items] | ||
Cash and cash equivalents | $ 574,572 | |
Restricted cash | 1,025,000 | |
Accounts receivable, net | 709,053 | |
Prepaid expenses and other current assets | 11,940 | |
Property, plant and equipment | 225,126 | |
Intangible assets | 8,250,000 | |
Accounts payable | (367,091) | |
Accrued expenses and other current liabilities | (424,094) | |
Due to parent company | (500,000) | |
Goodwill | 4,781,208 | |
Net assets acquired | 14,285,714 | |
Fixel AI Inc. [Member] | ||
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities [Line Items] | ||
Cash and cash equivalents | 67,167 | |
Restricted cash | 10,229 | |
Accounts receivable, net | 29,036 | |
Prepaid expenses and other current assets | 20,963 | |
Intangible assets | 4,678,422 | |
Accounts payable | 280 | |
Accrued expenses and other current liabilities | (47,021) | |
Deferred revenue | (55,958) | |
Goodwill | 296,882 | |
Net assets acquired | 5,000,000 | |
Rebel AI Inc. [Member] | ||
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities [Line Items] | ||
Cash and cash equivalents | 7,736 | $ 1,126,000 |
Accounts receivable, net | 10,052 | |
Prepaid expenses and other current assets | 14,617 | |
Property, plant and equipment | 28,236 | |
Intangible assets | 6,789,969 | |
Accrued expenses and other current liabilities | (32,110) | |
Goodwill | 499,836 | |
Net assets acquired | $ 7,318,336 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Apr. 15, 2021USD ($)$ / sharesshares |
Subsequent Events (Details) [Line Items] | |
Issuance of shares (in Shares) | shares | 304,000 |
Common stock, par value | $ 0.0001 |
Offering price per share | $ 5 |
Gross proceeds of offering expenses (in Dollars) | $ | $ 1,520,000 |