Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Logiq, Inc. |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Central Index Key | 0001335112 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Non-current assets | |||||
Intangible assets, net | $ 12,770,005 | $ 14,797,196 | $ 11,736,540 | ||
Property and equipment, net | 128,560 | 153,973 | 178,561 | ||
Goodwill | 5,577,926 | 5,577,926 | 5,078,090 | ||
Total non-current assets | 18,476,491 | 20,529,095 | 16,993,191 | ||
Current assets | |||||
Amount due from associate | 7,208,700 | 5,673,700 | |||
Accounts receivable | 2,309,247 | 3,966,086 | 2,618,494 | ||
Right to use assets - operating lease | 104,542 | 91,571 | 364,234 | ||
Prepayment, deposit and other receivables | 650,750 | 804,011 | 206,443 | ||
Financial assets held for resale | 681 | 594,263 | |||
Restricted cash | 20,004 | 22,513 | 10,889 | ||
Cash and cash equivalents | 396,385 | 1,563,752 | 3,478,889 | ||
Total current assets | 3,480,928 | 13,657,314 | 12,946,912 | ||
Total assets | 21,957,419 | 34,186,409 | 29,940,103 | ||
Current Liabilities | |||||
Accounts payable | 1,854,497 | 2,293,858 | 1,009,204 | ||
Accruals and other payables | 1,807,996 | 1,804,131 | 1,110,732 | ||
Deferred revenue | 705 | 10,500 | 46,857 | ||
Lease liability - operating lease | 104,542 | 91,571 | 364,234 | ||
Convertible promissory notes | 2,911,000 | ||||
Amount due to director | 77,500 | ||||
Deposits received for share to be issued | 88,932 | 401,028 | |||
Total current liabilities | 3,856,672 | 4,601,088 | 5,519,527 | ||
Non-Current Liabilities | |||||
Other loan | 10,000 | 10,000 | 10,000 | ||
Notes payable | 507,068 | ||||
Total non-current liabilities | 10,000 | 10,000 | 517,068 | ||
Total liabilities | 3,866,672 | 4,611,088 | 6,036,595 | ||
STOCKHOLDERS’ EQUITY | |||||
Common stock, value | 3,340 | 2,635 | [1] | 1,556 | [1] |
Additional paid-in capital | 85,768,372 | 82,473,004 | 66,739,895 | ||
Capital reserves | 25,010,514 | 29,349,795 | 19,285,383 | ||
Accumulated deficit brought forward | (92,691,478) | (82,250,113) | (62,123,326) | ||
Total stockholder’s equity | 18,090,748 | 29,575,321 | 23,903,508 | ||
Total liabilities and stockholders’ equity | $ 21,957,420 | $ 34,186,409 | $ 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 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 33,401,334 | 26,350,756 | 15,557,439 |
Common stock, shares outstanding | 33,401,334 | 26,350,756 | 15,557,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Income Statement [Abstract] | ||||||||
Service Revenue | $ 4,949,976 | $ 8,303,987 | $ 13,055,360 | $ 16,384,299 | $ 37,346,859 | $ 37,910,393 | ||
Cost of Service | 3,130,360 | 5,855,138 | 9,031,083 | 11,709,194 | 26,290,203 | 31,546,948 | ||
Gross Profit | 1,819,616 | 2,448,849 | 4,024,277 | 4,675,105 | 11,056,656 | 6,363,445 | ||
Depreciation and amortization | 1,030,930 | 1,030,931 | 2,061,860 | 1,720,276 | 3,782,136 | 1,966,045 | ||
General and administrative | 5,637,766 | 4,992,774 | 9,238,763 | 9,137,139 | 18,166,721 | 10,994,815 | ||
Sales and marketing | 572,085 | 351,992 | 871,401 | 721,253 | 2,296,483 | 1,423,909 | ||
Research and development | 1,039,094 | 1,459,535 | 2,296,178 | 2,562,672 | 7,400,732 | 6,244,704 | ||
Total Operating Expenses | 8,279,875 | 7,835,232 | 14,468,202 | 14,141,340 | 31,646,072 | 20,629,473 | ||
(Loss) from Operations | (6,460,259) | (5,386,383) | (10,443,925) | (9,466,235) | (20,589,416) | (14,266,028) | ||
Other (Expenses)/Income, net | (582) | 421,189 | 2,560 | 419,292 | 474,510 | (243,641) | ||
Net (Loss) before income tax | (6,460,841) | (4,965,194) | (10,441,365) | (9,046,943) | (20,114,906) | (14,509,669) | ||
Income tax (Corporate tax) | (10,441) | (10,441) | (11,881) | |||||
Net (Loss) | $ (6,460,841) | $ (4,975,635) | $ (10,441,365) | $ (9,057,384) | $ (20,126,787) | $ (14,509,669) | ||
Net (Loss) profit per common share - basic and fully diluted (in Dollars per share) | $ (0.1981) | $ (0.2678) | $ (0.3538) | $ (0.53) | $ (0.9499) | $ (1.1444) | ||
Weighted average number of basic and fully diluted common shares outstanding (in Shares) | 32,620,160 | 18,577,937 | 29,511,254 | 17,090,133 | 21,187,556 | [1] | 12,678,904 | [1] |
[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 Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Net (Loss) profit per common share - basic and fully diluted (in Dollars per share) | $ (0.1981) | $ (0.2678) | $ (0.3538) | $ (0.5300) | $ (0.9499) | $ (1.1444) |
Weighted average number of basic and fully diluted common shares outstanding (in Shares) | 32,620,160 | 18,577,937 | 29,511,254 | 17,090,133 | 21,187,556 | 12,678,904 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||||
Net loss | $ (10,441,365) | $ (9,057,384) | $ (20,126,787) | $ (14,509,669) |
Adjustments to reconciled net loss to net cash used by operating activities: | ||||
Depreciation of property, plant, and equipment | 25,413 | 25,368 | 52,824 | 46,565 |
Amortization of intangible assets | 2,027,191 | 1,694,907 | 3,729,313 | 1,919,480 |
PPP Loan forgiveness | (507,068) | (507,068) | ||
Accruals and other payables | 3,864 | 292,197 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 1,656,839 | (900,630) | (1,347,592) | (271,049) |
Intangible assets | (116,000) | |||
Prepayments, deposit and other receivables | 153,261 | (530,526) | (597,569) | (91,664) |
Accounts payable | (439,361) | 1,650,626 | 1,284,654 | 642,393 |
Accruals and payables | 693,399 | 405,347 | ||
Deferred revenue | (9,795) | (8,742) | (36,357) | |
Net cash (used in) operating activities | (7,023,953) | (7,341,252) | (16,855,183) | (11,974,597) |
INVESTING ACTIVITIES: | ||||
Amount due from associate | 7,208,700 | (905,000) | (1,535,000) | (9,101) |
Financial assets held for resale | 681 | 593,582 | 593,582 | 2,136,100 |
Net restricted cash acquired in acquisitions | 7,736 | 7,736 | 1,676,968 | |
Net cash provided by (used in) investing activities | 7,209,381 | (303,682) | (933,682) | 3,803,967 |
FINANCING ACTIVITIES: | ||||
Advances to associate | (2,848,000) | |||
Repayment of bank loan | (500,000) | |||
Borrowings under long term loan | 10,000 | |||
Proceeds from Convertible bond | 2,911,000 | |||
Proceeds from notes payable-US government CARES Act | 507,068 | |||
Proceeds from shares to be issued | (312,096) | 1,744,665 | 401,028 | |
Proceeds from stock issuance, net of expenses | (1,043,208) | 4,287,446 | 11,573,540 | 8,607,691 |
Proceeds from stock issuance from IPO, net of expenses | 3,910,784 | 3,910,784 | ||
Net cash provided by (used in) financing activities | (1,355,304) | 9,942,895 | 15,885,352 | 8,687,759 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,169,876) | 2,297,961 | (1,903,513) | 517,129 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD | 1,586,265 | 3,489,778 | 3,489,778 | 2,972,649 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | 416,389 | 5,787,739 | 1,586,265 | 3,489,778 |
NON-CASH TRANSACTION | ||||
Issuance of shares for services received | $ 2,326,347 | $ 2,932,731 | $ 3,534,545 | $ 2,014,223 |
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, 2018 | $ 3,692 | $ 46,177,521 | $ (41,071,971) | $ 5,109,242 | ||
Balance (in Shares) at Dec. 31, 2018 | [1] | 36,915,343 | ||||
Issuance of Shares | $ 5,748 | 9,614,508 | 9,620,256 | |||
Issuance of Shares (in Shares) | [1] | 58,627,601 | ||||
Cancelation of shares | $ (355) | 355 | ||||
Cancelation of shares (in Shares) | [1] | (3,550,000) | ||||
Issuance of shares for services | $ 2,045 | 2,265,734 | 2,267,779 | |||
Issuance of shares for services (in Shares) | [1] | 19,311,309 | ||||
Net loss | (6,541,686) | (6,541,686) | ||||
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 | $ (10,274) | 10,274 | ||||
Effect of reverse split from 13 shares to 1 share (in Shares) | [1] | (102,742,549) | ||||
Issuance of Shares | $ 237 | 6,657,412 | 6,657,649 | |||
Issuance of Shares (in Shares) | [1] | 2,366,016 | ||||
Issuance of shares for acquisitions | $ 331 | 19,285,383 | 19,285,714 | |||
Issuance of shares for acquisitions (in Shares) | [1] | 3,311,668 | ||||
Cancelation of shares | $ (40) | (616,841) | (616,881) | |||
Cancelation of shares (in Shares) | [1] | (404,439) | ||||
Issuance of shares for services | $ 172 | 2,630,932 | 2,631,104 | |||
Issuance of shares for services (in Shares) | [1] | 1,722,490 | ||||
Net loss | (14,509,669) | (14,509,669) | ||||
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 for proceeds | $ 24 | 1,420,389 | 1,420,413 | |||
Issuance of shares for proceeds (in Shares) | 238,194 | |||||
Issuance of shares for acquisitions | $ 103 | 6,192,336 | 6,192,439 | |||
Issuance of shares for acquisitions (in Shares) | 1,032,056 | |||||
Issuance of shares for services | $ 100 | 1,525,904 | 1,526,004 | |||
Issuance of shares for services (in Shares) | 998,955 | |||||
Net loss | (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 | 17,826,644 | |||||
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 | ||||
Net loss | (9,057,384) | |||||
Balance at Jun. 30, 2021 | $ 2,124 | 74,944,666 | 26,604,050 | (71,180,710) | 30,370,130 | |
Balance (in Shares) at Jun. 30, 2021 | 21,236,411 | |||||
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 | $ 568 | 9,287,284 | 9,287,852 | |||
Issuance of Shares (in Shares) | [1] | 5,675,343 | ||||
Issuance of shares for acquisitions | $ 103 | 10,064,412 | 10,064,515 | |||
Issuance of shares for acquisitions (in Shares) | [1] | 1,032,056 | ||||
Cancelation of shares | $ (9) | (9) | ||||
Cancelation of shares (in Shares) | [1] | (90,000) | ||||
Issuance of shares for services | $ 231 | 3,534,825 | 3,535,056 | |||
Issuance of shares for services (in Shares) | [1] | 2,313,941 | ||||
Issuance of Shares for Convertible Note | $ 186 | 2,911,000 | 2,911,186 | |||
Issuance of Shares for Convertible Note (in Shares) | [1] | 1,861,977 | ||||
Net loss | (20,126,787) | (20,126,787) | ||||
Balance at Dec. 31, 2021 | $ 2,635 | 82,473,004 | 29,349,795 | (82,250,113) | 29,575,321 | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 26,350,756 | ||||
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 | 17,826,644 | |||||
Issuance of shares for proceeds | $ 249 | 3,851,650 | 3,851,899 | |||
Issuance of shares for proceeds (in Shares) | 2,488,767 | |||||
Issuance of shares for acquisitions | 1,126,331 | 1,126,331 | ||||
Issuance of shares for services | $ 92 | 1,406,828 | 1,406,920 | |||
Issuance of shares for services (in Shares) | 921,000 | |||||
Net loss | (4,975,635) | (4,975,635) | ||||
Balance at Jun. 30, 2021 | $ 2,124 | 74,944,666 | 26,604,050 | (71,180,710) | 30,370,130 | |
Balance (in Shares) at Jun. 30, 2021 | 21,236,411 | |||||
Balance at Dec. 31, 2021 | $ 2,635 | 82,473,004 | 29,349,795 | (82,250,113) | 29,575,321 | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 26,350,756 | ||||
Issuance of Shares | $ 295 | 1,595,486 | (4,380,399) | (2,784,618) | ||
Issuance of Shares (in Shares) | 2,951,080 | |||||
Cancelation of shares | $ (13) | (13) | ||||
Cancelation of shares (in Shares) | (132,320) | |||||
Net loss | (3,980,524) | (3,980,524) | ||||
Balance at Mar. 31, 2022 | $ 2,917 | 84,068,490 | 24,969,396 | (86,230,637) | 22,810,166 | |
Balance (in Shares) at Mar. 31, 2022 | 29,169,516 | |||||
Balance at Dec. 31, 2021 | $ 2,635 | 82,473,004 | 29,349,795 | (82,250,113) | 29,575,321 | |
Balance (in Shares) at Dec. 31, 2021 | [1] | 26,350,756 | ||||
Net loss | (10,441,365) | |||||
Balance at Jun. 30, 2022 | $ 3,340 | 85,768,372 | 25,010,514 | (92,691,478) | 18,090,748 | |
Balance (in Shares) at Jun. 30, 2022 | 33,401,334 | |||||
Balance at Mar. 31, 2022 | $ 2,917 | 84,068,490 | 24,969,396 | (86,230,637) | 22,810,166 | |
Balance (in Shares) at Mar. 31, 2022 | 29,169,516 | |||||
Issuance of Shares | $ 423 | 1,699,882 | 41,118 | 1,741,423 | ||
Issuance of Shares (in Shares) | 4,231,824 | |||||
Cancelation of shares | ||||||
Cancelation of shares (in Shares) | (6) | |||||
Net loss | (6,460,841) | (6,460,841) | ||||
Balance at Jun. 30, 2022 | $ 3,340 | $ 85,768,372 | $ 25,010,514 | $ (92,691,478) | $ 18,090,748 | |
Balance (in Shares) at Jun. 30, 2022 | 33,401,334 | |||||
[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 |
Organization and Business Descr
Organization and Business Description | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
ORGANIZATION AND BUSINESS DESCRIPTION | NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION Corporate Information Logiq, Inc., formerly known as Weyland Tech, Inc., is a Delaware corporation that was incorporated in 2004. Logiq is headquartered in New York, with offices in New York City, Singapore, Minneapolis, MN, Denver, CO, and Jakarta, Indonesia. The Company’s common stock is quoted on the OTCQX under the symbol “LGIQ”, and the NEO Exchange in Canada under the same symbol. Business Overview 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 “AppLogiq” business segment (operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web, and (ii) its “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. ● On June 21, 2021, the Company completed its Canadian IPO offering of 1,976,434 units of its securities, consisting of shares warrants to purchase shares of common stock, on the NEO exchange in Canada. ● On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a company beneficially owned entirely by the Company (the “Buyer”), Section 2383 LLC, a Wyoming limited liability company (“Seller”), Travis Phipps, an individual (“Phipps”) and Robb Billy (“Billy” and, together with Phipps, the “Founders”) and Travis Phipps, as Representative, entered into an asset purchase agreement (the “Battle Bridge Purchase Agreement”) whereby the Buyer agreed to purchase from Seller and Seller agreed to sell to Buyer substantially all of the assets of Seller which represents the “Battle Bridge Labs” business (the “Battle Bridge Assets”) (collectively, the “Transaction”). The consummation of the Transaction (the “Closing”) occurred simultaneously with execution of the Battle Bridge Purchase Agreement on March 31, 2022. As consideration for the Buyer’s acquisition of the Battle Bridge Assets, the Company agreed to pay $3,250,000 (the “Purchase Price”) which consisted of $250,000 in cash (the “Cash Consideration”) and the issuance of 2,912,621 shares of restricted common stock of the Company at $1.03 per share (the “Stock Consideration”) (representing $3,000,000 in Stock Consideration) which was the volume weighted average price (VWAP) of the Company’s Common Stock as reported by Bloomberg LP for the twenty (20) trading days immediately prior to Closing. $500,000 in Stock Consideration was retained by the Company at the Closing and held as partial security to satisfy indemnification claims for a period of 12 months following the Closing. In addition, the recipients of the Stock Consideration agreed to sign lock-up and leak-out agreements which provide that, following a 6-month lock-period and ending 18 months after Closing, any sales of the Company’s common stock by such recipients do not exceed one percent (1%) of the then applicable thirty (30) day trading average volume of the Company’s common stock as of such date. AppLogiq Spin-Off On December 15, 2021, the Company entered into various agreements with GoLogiq, Inc. (then known as Lovarra), a Nevada corporation (“GoLogiq”) and a public reporting majority owned subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to GoLogiq, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). GoLogiq is a fully reporting U.S. public company. In connection with the Separation, the Company announced that it intended to distribute, on a pro rata basis, 100% of the Company’s ownership interests in GoLogiq to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares was expected to occur approximately six months from completion of the Separation (the “Distribution Date”), subject to customary conditions and approvals. On January 27, 2022, the Company completed the transfer of its AppLogiq business to GoLogiq. In connection with the completion of the transfer of AppLogiq to GoLogiq, GoLogiq issued 26,350,756 shares of its common stock to the Company (the “GoLogiq Shares”). The Company held the GoLogiq Shares until it distributed 100% of the GoLogiq Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra). Subsequent to the quarter ended June 30, 2022, the Company completed the Distribution. As a result, the Company no longer has a direct equity ownership of GoLogiq, and going forward, GoLogiq’s results of operations will no longer be consolidated with the Company’s. However, because the Distribution was completed subsequent to June 30, 2022, GoLogiq’s results of operations have been consolidated with the Company’s in the financial statements and these footnotes. Please see Note 19 – Subsequent Events for more information regarding the Company’s completion of the Distribution. | NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION Corporate Information Logiq, Inc., formerly known as Weyland Tech, Inc., is a Delaware corporation that was incorporated in 2004. Logiq is headquartered in New York, with offices in New York City, Singapore, Minneapolis, MN, Denver, CO, and Jakarta, Indonesia. The Company’s common stock is quoted on the OTCQX under the symbol, “LGIQ”, and NEO Exchange in Canada under the same symbol. Business Overview 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” (operated as CreateApp), which allows SMBs to establish their point-of-presence on the web, and (ii) “DataLogiq”, 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”, which is a platform that is offered as a Platform as a Service (“PaaS”) to the Company’s customers. The Company’s DataLogiq business unit 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 a Cost per lead (“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., headquartered in Minneapolis, Minnesota. This acquired business, which the Company has rebranded as its DataLogiq division, operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA. ● On November 2, 2020, the Company completed the acquisition of Fixel AI Inc., thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of its DataLogiq product suite. ● On March 29, 2021, the Company completed the acquisition of Rebel AI, Inc., thereby acquiring its “The Rebel AI” advertising platform as a further expansion of its DataLogiq product suite. ● On June 21, 2021, the Company completed the Canadian IPO offering of 1,976,434 units of its securities, consisting of shares common stock and warrants to purchase shares of common stock, on the NEO exchange in Canada. AppLogiq Spin-Off On December 15, 2021, we entered into various agreements with Lovarra, a Nevada corporation (“Lovarra”) and public reporting subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to Lovarra, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). Lovarra is a fully reporting U.S. public company, which is approximately 78.5% owned by the Company’s wholly owned subsidiary GoLogiq LLC (“GoLogiq”). In connection with the Separation, the Company intends to distribute, on a pro rata basis, 100% of the Company’s ownership interests in Lovarra to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares is expected to occur six months from completion of the Separation (the “Distribution Date”). On January 27, 2022, we completed the transfer of our AppLogiq business to Lovarra. In connection with the completion of the transfer of AppLogiq to Lovarra, Lovarra issued 26,350,756 shares of its common stock to the Company (the “Lovarra Shares”). The Company will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra), which the Company intends to complete approximately 6 months from now, subject to customary conditions and approvals. Until such time as the Distribution is complete, we will consolidate and report the financials of the AppLogiq business as a consolidated subsidiary of Logiq. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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., as well as the accounts of GoLogiq, Inc., a majority owned subsidiary of Logiq, Inc. Material intercompany balances and transactions have been eliminated on consolidation. Unless the context indicates otherwise, references in these notes to the consolidated financial statements to “AppLogiq,” “CreateApp” and “GoLogiq” mean the Company’s reportable AppLogiq segment, which reflects the operations of GoLogiq (OTC Pink: GOLQ) within Logiq, Inc. USE OF ESTIMATES The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates. BUSINESS COMBINATIONS The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition related expenses and integration costs are expensed as incurred. CERTAIN RISKS AND UNCERTAINTIES The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term. SEGMENT REPORTING Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance. The Company has two operating business segments: AppLogiq marketed as CreateApp is a 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. Our AppLogiq segment was sold and assigned to GoLogiq, a majority owned subsidiary of the Company, on January 27, 2022. 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 business segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the six months ended June 30, 2022 and 2021. The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the six months ended June 30, 2022 and 2021 amounted to $2,027,191 and $1,694,907, 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 recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement. LEASE The Company adopted ASU 2016-02, Leases (Topic 842), on January 8, 2020, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The Company determined that there was no impairment for right-of-use lease assets as of June 30, 2022. 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 June 30, 2022 and 2021, the allowance for bad debt was approximately $155,592 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 13, Stockholders’ Equity, for further details on our stock awards. RECENT ACCOUNTING PRONOUNCEMENTS On October 2, 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. | 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), Push Holdings Inc and Fixel 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 Push Holdings Inc, comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Push Holdings Inc. and Fixel AI Inc. DataLogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the years ended December 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 years ended December 31, 2021 and 2020 amounted to $3,729,313 and $1,919,480, 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. Please refer to Note 5 for the Company’s accounting policy on investments in subsidiaries. SUBSIDIARIES When subsidiaries are excluded from consolidation on the basis that their inclusion involving expense and delay out of proportion to the value to members of the Company, investments in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement. ASSOCIATES Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group. FINANCIAL ASSETS Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 7. The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement. 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 December 31, 2020. Available-for-sale investments Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognized directly in profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortised cost of the available-for-sale monetary asset is recognized in profit or loss, and other changes are recognised in other comprehensive income. ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK Accounts receivable consists of trade receivables from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. CASH AND CASH EQUIVALENTS Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or less and are readily convertible to known amounts of cash. EARNINGS PER SHARE Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive. REVENUE RECOGNITION The Company’s Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis. The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform. COST OF REVENUE The Company cost of revenue comprises fees from third party cloud-based hosting services and media costs INCOME TAXES The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. STOCK BASED COMPENSATION We value stock compensation based on the fair value recognition provisions ASC 718 Compensation – Stock Compensation, We do not ascertain the fair value of restricted stock awards using the Black-Scholes-Merton option pricing model. See Note 15, Stock-Based Compensation, 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS, NET | NOTE 3 – INTANGIBLE ASSETS, NET As of June 30, 2022 and 2021, the Company has the following amounts related to intangible assets: GoLogiq (fka Lovarra) (Including CreateApp) Data Logiq Total Cost as of January 1, 2022 $ 1,885,330 $ 19,718,391 $ 21,603,721 Additions $ - $ - $ - Cost as of June 30, 2022 $ 1,885,330 $ 19,718,391 $ 21,603,721 Amortization Brought forward as of January 1, 2022 $ 1,396,398 $ 5,410,127 $ 6,806,525 Charge for the period $ 62,566 $ 1,964,625 $ 2,027,191 Accumulated depreciation as of June 30, 2022 $ 1,458,964 $ 7,374,752 $ 8,833,716 Net intangible assets as of June 30, 2022 $ 426,366 $ 12,343,639 $ 12,770,005 Net intangible assets as of December 31, 2021 $ 488,932 $ 14,308,264 $ 14,797,196 Amortization expense related to intangible assets for the three months ended June 30, 2022 and 2021 amounted to $1,009,988 and $1,017,202, respectively. Amortization expense related to intangible assets for the six months ended June 30, 2022 and 2021 amounted to $2,027,191 and $1,694,907, respectively. No significant residual value is estimated for these intangible assets. The estimated future amortization expense of intangible costs as of June 30, 2022 in the next five fiscal years and thereafter is as follows: Remaining of 2022 $ 2,041,620 2023 4,068,811 2024 4,068,811 2025 2,251,265 2026 and thereafter 339,498 $ 12,770,005 | NOTE 3 – INTANGIBLE ASSETS, NET As of December 31, 2021 and 2020, the Company has the following amounts related to intangible assets: Logiq (Delaware) 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 December 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 $ 125,133 $ 3,604,180 $ 3,729,313 Accumulated depreciation as of December 31, 2021 $ 1,396,398 $ 5,410,127 $ 6,806,525 Net intangible assets as of December 31, 2021 $ 488,932 $ 14,308,264 $ 14,797,196 Net intangible assets as of December 31, 2020 $ 614,065 $ 11,122,475 $ 11,736,540 Amortization expenses related to intangible assets for the three months ended December 31, 2021 and 2010 amounted to $1,017,202 and $599,730, respectively. Amortization expenses related to intangible assets for the twelve months ended December 31, 2021 and 2020 amounted to $3,729,313 and $1,919,480, respectively. No significant residual value is estimated for these intangible assets. The estimated future amortization expense of intangible costs as of December 31, 2021 in the following fiscal years is as follows: 2022 $ 4,068,811 2023 4,068,811 2024 4,068,811 2025 2,251,265 2026 and thereafter 339,498 $ 14,797,196 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET As of June 30, 2022 and 2021, the Company has the following amounts related to property and equipment: Leasehold Computer and Equipment Total Cost as of January 1, 2022 $ 165,957 $ 87,405 $ 253,362 Additions $ - - $ - Cost as of June 30, 2022 $ 165,957 $ 87,405 $ 253,362 Amortization Brought forward as of January 1, 2022 $ 67,271 $ 32,118 $ 99,389 Charge for the period $ 16,818 $ 8,595 $ 25,413 Accumulated depreciation as of June 30, 2022 $ 84,089 $ 40,713 $ 124,802 Net property and equipment as of June 30, 2022 $ 81,868 $ 46,692 $ 128,560 Net property and equipment as of December 31, 2021 $ 98,686 $ 55,287 $ 153,973 Depreciation expense for the three months ended June 30, 2022 and 2021 amounted to $11,686 and $13,727, respectively. Depreciation expense for the six months ended June 30, 2022 and 2021 amounted to $25,413 and $25,368, respectively. | NOTE 4 – PROPERTY AND EQUIPMENT, NET As of December 31, 2021, and December 31, 2020, the Company’s DataLogiq business segment has the following amounts related to property and equipment: Leasehold Computer Total Cost as of January 1, 2021 $ 165,957 $ 59,169 $ 225,126 Additions $ - 28,236 $ 28,236 Cost as of December 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 $ 33,636 $ 19,188 $ 52,824 Accumulated depreciation as of December 31, 2021 $ 67,271 $ 32,118 $ 99,389 Net property and equipment as of December 31, 2021 $ 98,686 $ 55,287 $ 153,973 Net property and equipment as of December 31, 2020 $ 132,322 $ 46,239 $ 178,561 Depreciation expenses for the years ended December 31, 2021 and 2020 amounted to $52,824 and $46,565, respectively. |
Goodwill
Goodwill | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
GOODWILL | NOTE 5 – GOODWILL As of As of 2022 2021 Goodwill at cost - Push $ 4,781,208 $ 4,781,208 Goodwill at cost - Fixel 296,882 296,882 Goodwill at cost - Rebel 499,836 499,836 Total 5,577,926 5,577,926 Accumulated impairment losses $ - $ - Balance at end of period $ 5,577,926 $ 5,577,926 Goodwill has been allocated for impairment testing purposes to the acquisition of the assets of Push Holdings Inc. The 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, 2021. 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. | NOTE 5 – GOODWILL As of As of 2021 2020 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 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, 2021. 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. |
Accounts Receivable
Accounts Receivable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Credit Loss, Additional Improvements [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 6 – ACCOUNTS RECEIVABLE As of As of 2022 2021 Accounts receivable - gross $ 2,464,839 $ 4,121,678 Allowance for doubtful debts (155,592 ) (155,592 ) Accounts receivable - net 2,309,247 3,966,086 Movement in allowance for doubtful debts Balance as at beginning of period $ 155,592 $ 54,619 Provision for bad debts - 100,973 Reversal of the provision - - Balance at end of period 155,592 155,592 Age of Impaired trade receivables Current $ 1,443,763 62.5 % 1 - 30 days 603,980 26.2 % 31 - 60 days 80,152 3.5 % 61-90 days 37,007 1.6 % 91 and over 144,345 6.3 % Total 2,309,247 100.0 % | NOTE 6 – ACCOUNTS RECEIVABLE December 31, December 31, 2021 2020 Accounts receivable - gross $ 4,121,678 $ 2,673,113 Allowance for doubtful debts (155,592 ) (54,619 ) Accounts receivable - net 3,966,086 2,618,494 Movement in allowance for doubtful debts Balance as at beginning of period $ 54,619 $ 54,619 Provision for bad debts 100,973 60,324 Reversal of the provision - (60,324 ) Balance at end of period 155,592 54,619 Age of Impaired trade receivables Current $ 2,305,065 58.1 % 1 - 30 days 1,333,789 33.6 % 31 - 60 days 97,110 2.4 % 61-90 days 125,456 3.2 % 91 and over 104,666 2.7 % Total 3,966,086 100.0 % |
Financial Assets
Financial Assets | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL ASSETS | NOTE 7 – FINANCIAL ASSETS Fair value As at December 31, As at December 31, Assets Liabilities Assets Liabilities Held-for-trading investments $ 681 $ - $ 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. During the quarter ended June 30, 2020, certain investments were disposed and the proceeds utilized to repay the Company’s loan in note 12 below |
Investment in Associate
Investment in Associate | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Joint Venture Abstract | ||
INVESTMENT IN ASSOCIATE | NOTE 7 – 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 its 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 has not been included as the amount had been fully impaired. The Company held a 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 June 30, 2022. | 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 at 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 December 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Amount Due From Assocate Abstract | ||
AMOUNT DUE FROM ASSOCIATE | NOTE 8 – AMOUNT DUE FROM ASSOCIATE The amount due from associate is interest free, unsecured with no fixed repayment terms. The amount due from associate of $7,243,700 has been acquired by GoLogiq as of January 27, 2022. As of As of 2022 2021 Amount due from associate $ - $ 7,208,700 $ - $ 7,208,700 | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Prepayments Deposit And Other Receivables Abstract | ||
PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES | NOTE 9 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES Prepayments, deposits and other receivables consist of the following: As of As of 2022 2021 Deposit $ 452,151 $ 400,801 Prepayments 198,599 403,210 $ 650,750 $ 804,011 | NOTE 10 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES The following amounts are outstanding at December 31, 2021 and December 31, 2020: As of As of 2021 2020 Deposit $ 400,801 $ 60,000 Other receivables - 1,876 Prepayments 403,210 144,567 $ 804,011 $ 206,443 |
Accruals and Other Payables
Accruals and Other Payables | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
ACCRUALS AND OTHER PAYABLES | NOTE 10 – ACCRUALS AND OTHER PAYABLE Accruals and other payable consist of the following: As of As of 2022 2021 Accruals $ 1,807,996 $ 1,804,131 $ 1,807,996 $ 1,804,131 | NOTE 11 – ACCRUALS AND OTHER PAYABLES Accruals and other payable consist of the following: As of As of 2021 2020 Accruals $ 1,804,131 $ 910,325 Other payables - 200,407 $ 1,804,131 $ 1,110,732 |
Income Tax
Income Tax | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
INCOME TAX | NOTE 11 – INCOME TAX The United States of America Logiq, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated no taxable income for the three months ended June 30, 2022 and 2021, which, had the Company generated any taxable income, would have been subject to U.S. federal corporate income tax rate of 21% and 34%, respectively. As of As of U.S. statutory tax rate 21.00 % 21.00 % Effective tax rate 21.00 % 21.00 % As of June 30, 2022, the Company does not have any deferred tax assets. History of Deferred tax assets Potential benefits of income tax losses have not been recognized in these financial statements because the Company cannot be assured that it is more likely-than-not it will utilize the net operating losses carried forward in future years. Income tax recovery differs from what would be expected by applying the effective rates to net income (loss) as follows: As of As of 2015 2014 Net Profit/(Loss) for the year $ 733,721 $ (255,693 ) Statutory and effective tax rates 39.8 % 39.8 % Expected income tax expenses (recovery) based on effective rate 292,201 (101,765 ) Tax losses carryforward deferred (292,201 ) 101,765 Corporate Income Tax expenses (recovery) recognized in the accounts - - The Company has accumulated net operating losses totaling $2,619,205 (2014: 3,352,926) for income tax purposes which expire starting in 2032. The components of the net deferred tax asset at December 31, 2015 and 2014 and the statutory tax rate, the effective tax rate and the amount of the valuation allowance are scheduled below: As of As of 2015 2014 Net operating loss carryforward $ 2,619,205 $ 3,352,926 Accruals and reserves - - 2,619,205 3,352,926 Statutory tax rate 39.8 % 39.8 % Deferred tax assets 1,042,444 1,334,465 Valuation allowance (1,042,444 ) (1,334,465 ) Net deferred tax asset - - | 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, 2021 and 2020, and which is subject to U.S. federal corporate income tax rate of 21% and 21%, 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 December 31, 2021, this company does not have any deferred tax asset. |
Notes Payable
Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 12 – 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) was eligible to apply for and receive forgiveness for all or a portion of its PPP Loan. Such forgiveness was to 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) used the proceeds of its PPP Loan for Qualifying Expenses. On May 20, 2021, the PPP Loan of $503,700 was fully forgiven by the Small Business Administration of the CARES Act. | 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”). |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 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. As disclosed in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021, with the exception of 2 convertible promissory notes issued amounting to principal of $30,000, the 2020 Notes were converted into shares of our common stock at $2.50 following the qualifying conversion date of July 17, 2021. On September 1, 2021, 1,169,652 shares of our common stock underlying the 2020 Notes were issued pursuant to this conversion. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 13 – 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, 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 were 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 authorized number of shares of common stock or its par value. As such, the Company is authorized to issue up to 250,000,000 shares of common stock, par value $0.0001. Issuance of Common Stock In the year 2021 we had the below common stock issuances: Sale of Common Stock – January 2021 On January 12, 2021, Logiq entered into a Stock Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 101,694 shares of the Company’s common stock to the purchasers at an offering price of $8.50 per share. The offering resulted in gross proceeds of approximately $864,000 before deducting offering expenses. The shares of common stock 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 on August 17, 2020, and was declared effective on August 26, 2020 (the “Registration Statement”). 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. On June 30, 2021, the parties entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), pursuant to which the parties amended the Merger Agreement to eliminate any potential reductions to the total cash purchase price payable pursuant to the Merger Agreement in the event that the PPP Loan made to Rebel AI in January 2021 is not forgiven in full. As a result, Schedule A to the Merger Agreement was deleted and eliminated in its entirety. Sale of Common Stock – March 2021 On March 8, 2021, Logiq entered into a Stock Purchase Agreement with an accredited investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 100,000 shares of the Company’s common stock, to the purchaser at an offering price of $5.00 per share. The 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 Registration Statement. Sale of Common Stock – April 2021 On April 15, 2021, Logiq entered into a Stock Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 304,000 shares of the Company’s common stock, to the purchasers at an offering price of $5.00 per share. The 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 Registration Statement. Sale of Units in Connection With Canadian IPO - June 2021 On June 9, 2021, Logiq entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to the offering (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share, subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”) of June 17, 2021 (the “Closing Date”). In consideration for the Agent’s services to the Company in connection with the Offering, the Company agreed to pay the Agent a cash fee (the “Agent’s Commission”) equal to 8.0% of the aggregate gross proceeds of the Offering. As additional compensation, the Company also agreed to issue to the Agent such number of non-transferrable compensation options (the “Agent Options”) equal to 8.0% of the number of Units sold pursuant to the Offering. Each Agent Option is exercisable for one Unit (an “Agent Unit”) at an exercise price of C$3.00 until the third anniversary of the Closing Date. Each Agent Unit consists of (i) one share of Common Stock, and (ii) one Common Stock purchase warrant (each, an “Agent Unit Warrant”). The Agent Unit Warrants will be issued under a Warrant Indenture, and have the same attributes as the Warrants to be comprised in the Units. Furthermore, the Company agreed to issue 83,333 units of securities (the “Advisory Fee Units”) to the Agent as compensation for certain strategic advisory and support services rendered. This number was determined by dividing C$250,000 by the Offering Price. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one warrant exercisable to purchase one share of Common Stock at an exercise price of C$3.50 for a period of 36 months from the Closing Date. Pursuant to the terms of the Agency Agreement, the Company also agreed to grant the Agent an option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the Agent, at any time up to 30 days following the Closing Date, to purchase from the Company: (i) up to such additional number of Units (the “Over-Allotment Units”) equal to 15% of the number of Units sold under the Offering (the “Over-Allotment Number”) at the Offering Price; (ii) up to such number of additional Warrants (the “Over-Allotment Warrants”) equal to 15% of the number of Warrants comprising the Units sold under the Offering at C$0.4898 per Over-Allotment Warrant; (iii) up to such number of additional shares of Common Stock (the “Over-Allotment Unit Shares”) equal to 15% of the number of shares of Common Stock comprising the Units sold under the Offering at C$2.5102 per Over-Allotment Unit Share; or (iv) any combination of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares, so long as the aggregate number of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares does not comprise together more than what is included in the Over-Allotment Number of Over-Allotment Units. The Over-Allotment Option was granted to the Agent solely to cover over-allotments, if any, and for market stabilization purposes. On June 21, 2021, the Offering closed whereby the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting offering expenses. The Company also issued 83,333 Advisory Fee Units and 158,115 Agent Options to the Agent at the closing of the Offering. In connection with the closing of the Offering, the Company entered into a Warrant Indenture (the “Warrant Indenture”) with Odyssey Trust Company (the “Warrant Agent”), pursuant to which the Company issued Warrants to purchase up to a maximum of 4,223,333 shares of Common Stock. Each Warrant is exercisable at any time after June 21, 2021, and prior to June 21, 2024. On June 21, 2021, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement. The Resale Prospectus Supplement covered the resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in the Offering, and may be used by the selling stockholders or certain of their respective assigns identified therein to resell such securities. Overallotment-Allotment Offering – July 2021 On July 27, 2021, the Company closed the partial exercise of the over-allotment option granted to the Agent in connection with the Offering in Canada (the “Over-Allotment Offering”), whereby the Company sold an additional 201,700 Units for aggregate gross proceeds of C$605,100 before deducting offering expenses. The Company also issued an additional 16,136 non-transferrable Agent Options to the Agent as compensation for certain strategic advisory and support services rendered to the Company in connection with the Offering. In connection with the Over-Allotment Offering, on July 27, 2021, the Company filed a prospectus supplement to its shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Commission on August 17, 2020, and was declared effective on August 26, 2020. The prospectus supplement covers the resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in the Over-Allotment Offering, and may be used by the selling stockholders or certain of their respective assigns identified therein to resell such securities. Conversion of promissory notes-July 2021 On July 21, 2021, the total outstanding convertible promissory notes of $2,911,000, with the exception of two convertible promissory notes issued amounting to principal amount of $30,000, converted their notes into shares issued as additional paid in capital. Sale of Common stock & Warrants - August 2021 On August 6, 2021, Logiq entered into a Stock Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 1,668,042 shares of the Company’s common stock to the purchasers at an offering price of $2.40 per share. The offering resulted in gross proceeds of approximately $4,003,301 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s Registration Statement. On August 6, 2021, the Company issued warrants (each, a “Warrant”) to purchase up to 1,668,042 shares of common stock. Each Warrant is a cash warrant and is exercisable at any time after August 6, 2021, and prior to August 6, 2024, with an exercise price of $2.85 per share (subject to a contractual 8% discount for one holder). The Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC or Regulation S thereunder, without the use of any general solicitation or advertising to market or otherwise offer the Warrants for sale. None of the Warrants or the Common Stock underlying such Warrants have been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an exemption from such registration requirements. During the period from October 1, 2021 to December 31, 2021, a total of 106,041 shares with par value of $0.0001 per share were issued to various stockholders. In the year 2022 we had the below common stock issuances: Sale of Common Stock – March 2022 On March 30, 2022, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Purchase Agreement with Ionic Ventures, LLC (“Ionic”), whereby the Company has the right, but not the obligation, to sell to Ionic, and Ionic is obligated to purchase up to in the aggregate $40,000,000 worth of the Company’s common stock (the “Purchase Shares”), par value $0.0001 per share. Sales of common stock by the Company under the Purchase Agreement will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the 24-month period commencing on March 30, 2020 (the “Primary Commencement Date”). In connection with the execution of the Purchase Agreement, the Company is registering 2,926,000 shares of common stock to Ionic in connection with the purchase of $3,000,000 in shares of common stock (the “Primary Shares”) in connection with the initial purchase of common stock under the Purchase Agreement, which reflects an estimated value equal to the product of (A) the quotient of (y) the purchase amount (i.e., $3,000,000) divided by (z) the Pre-Settlement Regular Purchase Price (defined below), multiplied by (B) 125% (which Ionic may increase at its discretion). The “Pre-Settlement Regular Purchase Price” is equal to 80% of the closing price of the common stock on the OTCQX Market on the date immediately preceding the Company’s receipt of a purchase notice under the Purchase Agreement. The Regular Purchase Price, which is the price at which future shares of common stock sold under the Purchase Agreement will be sold at, for the Purchase Shares shall equal 97% of the arithmetic average of the five lowest VWAPs during the period starting on the date that Ionic receives Pre-Settlement Regular Purchase Shares and ending on such date that the aggregate dollar volume of our common stock traded on our Principal Market equals five times the Purchase Amount, in the aggregate, subject to a five Trading Day minimum (provided, however, that each day on which Ionic has requested Purchase Shares which cannot be delivered to Ionic shall be excluded from such calculation). This is a forward pricing mechanism based on an estimate and true up and as of the date of this filing, the Regular Purchase Price has yet to be calculated. Also in connection with the execution of the Purchase Agreement, the Company issued a Warrant to purchase 631,579 shares of common stock (1.5% of the total $40,000,000 commitment amount) to Ionic for no consideration as a commitment fee, and has agreed to register the shares issuable upon exercise of the Warrant. The Warrant may be exercised for cash, but may also be exercised on a cashless exercise basis, which means the Company may not receive any proceeds from such cashless exercise. Under the Warrant, the Company does not have the right to control the timing and amount of any Warrant exercises by Ionic, except that there is a 9.99% ownership limitation blocker in the Warrant. Ionic may ultimately decide to exercise all, some or none of the Warrant. The Company intends to register the remaining up to $37,000,000 worth of common stock under the Purchase Agreement, or any additional Primary Shares that may be issued after the date hereof to Ionic, or any Purchase Shares which may be issuable to Ionic as a “true up” pursuant to the initial purchase described above pursuant to a resale registration statement on Form S-1, which the Company filed with the Securities and Exchange Commission (the “SEC”) on July 18, 2022, but which not yet been declared effective by the SEC. The Company and Ionic entered into a Registration Rights Agreement (the “RRA”) dated as of March 30, 2022, for such purpose. Actual sales of common stock to Ionic under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, an effective resale registration statement, which is a condition to the commencement of additional sales under the Purchase Agreement (each, a “Secondary Commencement”), market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The Company expects that any net proceeds received by the Company from sales to Ionic under the Purchase Agreement will be used for working capital and general corporate purposes. The purchase price of the common stock purchased by the Ionic under the Purchase Agreement will be derived from prevailing market prices of the Company’s common stock immediately preceding the time of sale. The Company will control the timing and amount of future sales, if any, of Common Stock to Ionic. Ionic has no right to require the Company to sell any common stock to it, but Ionic is obligated to make purchases as the Company directs, subject to certain conditions. The Purchase Agreement and the RRA each contains certain representations, warranties, covenants, closing conditions and indemnification and termination provisions by, between and for the benefit of the parties which are customary of transactions of this nature. Ionic may not assign or transfer its rights and obligations under the Purchase Agreement. The issuance of the Primary Shares and the shares issuable upon exercise of the Warrant have been registered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-259851) (the “Registration Statement”), and the related base prospectus included in the Registration Statement dated October 8, 2021, as supplemented by a prospectus supplement to be filed on or about March 31, 2022 (the “Prospectus Supplement”). On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a company beneficially owned entirely by the Company (the “Buyer”), Section 2383 LLC, a Wyoming limited liability company (“Seller”), Travis Phipps, an individual (“Phipps”) and Robb Billy (“Billy” and, together with Phipps, the “Founders”) and Travis Phipps, as Representative, entered into an asset purchase agreement (the “Battle Bridge Purchase Agreement”) whereby the Buyer agreed to purchase from Seller and Seller agreed to sell to Buyer substantially all of the assets of Seller which represents the “Battle Bridge Labs” business (the “Battle Bridge Assets”) (collectively, the “Transaction”). The consummation of the Transaction (the “Closing”) occurred simultaneously with execution of the Battle Bridge Purchase Agreement on March 31, 2022. As consideration for the Buyer’s acquisition of the Battle Bridge Assets, the Company agreed to pay $3,250,000 (the “Purchase Price”) which consisted of $250,000 in cash (the “Cash Consideration”) and the issuance of 2,912,621 shares of restricted common stock of the Company at $1.03 per share (the “Stock Consideration”) (representing $3,000,000 in Stock Consideration) which was the volume weighted average price (VWAP) of the Company’s common stock as reported by Bloomberg LP for the twenty (20) trading days immediately prior to Closing. $500,000 in Stock Consideration was retained by the Company at the Closing and held as partial security to satisfy indemnification claims for a period of 12 months following the Closing. In addition, the recipients of the Stock Consideration agreed to sign lock-up and leak-out agreements which provide that, following a 6-month lock-period and ending 18 months after Closing, any sales of the Company’s common stock by such recipients do not exceed one percent (1%) of the then applicable thirty (30) day trading average volume of the Company’s common stock as of such date. During the period from January 1, 2022 to March 31, 2022, a total of 2,951,080 shares with par value of $0.0001 per share were issued to various stockholders. During the period from April 1, 2022 to June 30, 2022, a total of 4,231,824 shares with par value of $0.0001 per share were issued to various stockholders. Capital Reserve 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 Logiq, Inc. Nevada formerly known as Origin8, Inc. incorporating 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. On November 2, 2020, the Company acquired substantially all the assets of Fixel AI Inc., a Delaware corporation (“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. In July 2019, the Company issued a total of 51,762,839 shares of common stock to high net worth individuals and family offices in South East Asia pursuant to Regulation S. During the year ended December 31, 2019, a total of 19,311,309 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 58,627,601 shares with par value of $0.0001 per share were issued to various stockholders. 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 year ended December 31, 2021, a total of 2,313,941 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 8,479,376 shares with par value of $0.0001 per share were issued to various stockholders. During the period from January 1, 2022 to March 31, 2022, a total of 25,080 shares with par value of $0.0001 per share were issued for consultancy services received. During the period from April 1, 2022 to June 30, 2022, a total of 1,017,286 shares with par value of $0.0001 per share were issued for consultancy services received. Cancellation of Common Stock During the three months ended March 31, 2022, 132,320 shares of common stock par value of $0.0001 per share, were cancelled. During the three months ended June 30, 2022, 6 shares of common stock par value of $0.0001 per share, were cancelled. Stock-Based Compensation For the three months ended March 31, 2022 for Logiq, Inc., a total of 132,320 shares of common stock was returned and 25,080 shares of common stock were issued for stock-based compensation to consultants. For the three months ended June 30, 2022 for Logiq, Inc., a total of 1,017,286 shares of common stock was issued for stock-based compensation to consultants. | 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 In July 2019, the Company issued a total of 51,762,839 Reg S shares to high net worth individuals and family offices in South East Asia. During the year ended December 31, 2019, a total of 19,311,309 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 58,627,601 shares with par value of $0.0001 per share were issued to various stockholders. During the year ended December 31, 2020, a total of 6,995,735 shares (post reverse split of approximately 13:1) with par value of $0.0001 per share were issued to various stockholders. In the year 2021 we have below common stock issuance: Sale of Common Stock – January 2021 On January 12, 2021, Logiq entered into a Stock Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 101,694 shares of the Company’s common stock to the purchasers at an offering price of $8.50 per share. The offering resulted in gross proceeds of approximately $864,000 before deducting offering expenses. The shares of common stock 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 on August 17, 2020, and was declared effective on August 26, 2020 (the “Registration Statement”). 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. On June 30, 2021, the parties entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), pursuant to which the parties amended the Merger Agreement to eliminate any potential reductions to the total cash purchase price payable pursuant to the Merger Agreement in the event that the PPP Loan made to Rebel AI in January 2021 is not forgiven in full. As a result, Schedule A to the Merger Agreement was deleted and eliminated in its entirety. Sale of Common Stock – March 2021 On March 8, 2021, Logiq entered into a Stock Purchase Agreement with an accredited investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 100,000 shares of the Company’s common stock, to the purchaser at an offering price of $5.00 per share. The 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 Registration Statement. Sale of Common Stock – April 2021 On April 15, 2021, Logiq entered into a Stock Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 304,000 shares of the Company’s common stock, to the purchasers at an offering price of $5.00 per share. The 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 Registration Statement. Sale of Units in Connection With Canadian IPO - June 2021 On June 9, 2021, Logiq entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to the offering (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share, subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”) of June 17, 2021 (the “Closing Date”). In consideration for the Agent’s services to the Company in connection with the Offering, the Company agreed to pay the Agent a cash fee (the “Agent’s Commission”) equal to 8.0% of the aggregate gross proceeds of the Offering. As additional compensation, the Company also agreed to issue to the Agent such number of non-transferrable compensation options (the “Agent Options”) equal to 8.0% of the number of Units sold pursuant to the Offering. Each Agent Option is exercisable for one Unit (an “Agent Unit”) at an exercise price of C$3.00 until the third anniversary of the Closing Date. Each Agent Unit consists of (i) one share of Common Stock, and (ii) one Common Stock purchase warrant (each, an “Agent Unit Warrant”). The Agent Unit Warrants will be issued under a Warrant Indenture, and have the same attributes as the Warrants to be comprised in the Units. Furthermore, the Company agreed to issue 83,333 units of securities (the “Advisory Fee Units”) to the Agent as compensation for certain strategic advisory and support services rendered. This number was determined by dividing C$250,000 by the Offering Price. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one warrant exercisable to purchase one share of Common Stock at an exercise price of C$3.50 for a period of 36 months from the Closing Date. Pursuant to the terms of the Agency Agreement, the Company also agreed to grant the Agent an option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the Agent, at any time up to 30 days following the Closing Date, to purchase from the Company: (i) up to such additional number of Units (the “Over-Allotment Units”) equal to 15% of the number of Units sold under the Offering (the “Over-Allotment Number”) at the Offering Price; (ii) up to such number of additional Warrants (the “Over-Allotment Warrants”) equal to 15% of the number of Warrants comprising the Units sold under the Offering at C$0.4898 per Over-Allotment Warrant; (iii) up to such number of additional shares of Common Stock (the “Over-Allotment Unit Shares”) equal to 15% of the number of shares of Common Stock comprising the Units sold under the Offering at C$2.5102 per Over-Allotment Unit Share; or (iv) any combination of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares, so long as the aggregate number of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares does not comprise together more than what is included in the Over-Allotment Number of Over-Allotment Units. The Over-Allotment Option was granted to the Agent solely to cover over-allotments, if any, and for market stabilization purposes. On June 21, 2021, the Offering closed whereby the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting offering expenses. The Company also issued 83,333 Advisory Fee Units and 158,115 Agent Options to the Agent at the closing of the Offering. In connection with the closing of the Offering, the Company entered into a Warrant Indenture (the “Warrant Indenture”) with Odyssey Trust Company (the “Warrant Agent”), pursuant to which the Company issued Warrants to purchase up to a maximum of 4,223,333 shares of Common Stock. Each Warrant is exercisable at any time after June 21, 2021, and prior to June 21, 2024. On June 21, 2021, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to the Registration Statement. The Resale Prospectus Supplement covered the resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in the Offering, and may be used by the selling stockholders or certain of their respective assigns identified therein to resell such securities. Overallotment-Allotment Offering – July 2021 On July 27, 2021, the Company closed the partial exercise of the over-allotment option granted to the Agent in connection with the Offering in Canada (the “Over-Allotment Offering”), whereby the Company sold an additional 201,700 Units for aggregate gross proceeds of C$605,100 before deducting offering expenses. The Company also issued an additional 16,136 non-transferrable Agent Options to the Agent as compensation for certain strategic advisory and support services rendered to the Company in connection with the Offering. In connection with the Over-Allotment Offering, on July 27, 2021, the Company filed a prospectus supplement to its shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Commission on August 17, 2020, and was declared effective on August 26, 2020. The prospectus supplement covers the resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in the Over-Allotment Offering, and may be used by the selling stockholders or certain of their respective assigns identified therein to resell such securities. Conversion of promissory notes-July 2021 On July 21, 2021, the total outstanding convertible promissory notes of $2,911,000, with the exception of two convertible promissory notes issued amounting to principal amount of $30,000, converted their notes into shares issued as additional paid in capital. Sale of Common stock & Warrants - August 2021 On August 6, 2021, Logiq entered into a Stock Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 1,668,042 shares of the Company’s common stock to the purchasers at an offering price of $2.40 per share. The offering resulted in gross proceeds of approximately $4,003,301 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s Registration Statement. On August 6, 2021, the Company issued warrants (each, a “Warrant”) to purchase up to 1,668,042 shares of common stock. Each Warrant is a cash warrant and is exercisable at any time after August 6, 2021, and prior to August 6, 2024, with an exercise price of $2.85 per share (subject to a contractual 8% discount for one holder). The Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC or Regulation S thereunder, without the use of any general solicitation or advertising to market or otherwise offer the Warrants for sale. None of the Warrants or the Common Stock underlying such Warrants have been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act of 1933, as amended, or an exemption from such registration requirements. During the period from October 1, 2021 to December 31, 2021, a total of 106,041 shares with par value of $0.0001 per share were issued to various stockholders. Capital reserve 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 Logiq, Inc. Nevada formerly known as Origin8, Inc. incorporating 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. On November 2, 2020, the Company acquired substantially all the assets of Fixel AI Inc., a Delaware corporation (“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. In July 2019, the Company issued a total of 51,762,839 Reg S shares to high net worth individuals and family offices in South East Asia. During the year ended December 31, 2019, a total of 19,311,309 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 58,627,601 shares with par value of $0.0001 per share were issued to various stockholders. 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. Cancellation of Common Stock During the year ended December 31, 2019, 3,550,000 shares with par value of $0.0001 per share were cancelled by various stockholders. 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 year ended December 31, 2021, 2,788,972 shares with par value of $0.0001 per share were cancelled by various stockholders. Employee Stock Option Plan The Company has a stock option and incentive plan, the “Stock Option Plan”. The exercise price for all equity awards issued under the Stock Option Plan is based on the fair market value of the common share price which is the closing price quoted on the Pink Sheets on the last trading day before the date of grant. The stock options generally vest on a monthly basis over a two three five A summary of the Company’s stock option activity during the year ended December 31, 2019 is presented below: Number of Weighted Weighted Weighted Aggregate Options Outstanding, December 31, 2014 250,000 0.6 2.8 0.67 $ - Less: Option expired (250,000 ) 0.6 2.8 - - Options Outstanding, December 31, 2015 - - - - - Options Outstanding, December 31, 2016 - - - - - Options Outstanding, December 31, 2017 - - - - - Options Outstanding, December 31, 2018 - - - - - Options Outstanding, December 31, 2019 - - - - - Options Outstanding, December 31, 2020 - - - - - Options Outstanding, December 31, 2021 - - - - - All options outstanding are fully expired as of December 31, 2020. No new options were granted in the fiscal year 2020 or 2019. Stock-Based Compensation For the fiscal year ended December 31, 2021, a total of 2,313,941 shares of common stock was issued as stock-based compensation to directors, consultants, advisors and other professional parties. |
(Loss) Per Share
(Loss) Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
(LOSS) PER SHARE | NOTE 14 – (LOSS) PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the three months and six months ended June 30, 2022 and 2021, respectively: For the three months ended For the six months ended 2022 2021 2022 2021 Numerator - basic and diluted Net (Loss) $ (6,460,841 ) $ (4,975,635 ) (10,441,365 ) 9,057,384 Denominator Weighted average number of common shares outstanding - basic and diluted 32,620,160 18,577,937 29,511,254 17,090,133 (Loss) per common share - basic and diluted $ (0.1981 ) $ (0.2678 ) (0.3538 ) 0.5300 | NOTE 16 – (LOSS) PER SHARE The following table sets forth the computation of basic and diluted earnings per common share for the twelve months ended December 31, 2021 and 2020, respectively: For the three months For the twelve months 2021 2020 2021 2020 Numerator - basic and diluted Net (Loss) $ (5,295,993 ) $ (7,142,483 ) $ (20,126,787 ) $ (14,509,669 ) Denominator Weighted average number of common shares outstanding - basic and diluted 26,307,321 14,093,979 21,187,556 12,678,904 (Loss) per common share - basic and diluted $ (0.2013 ) $ (0.5068 ) $ (0.9499 ) $ (1.1444 ) 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Leases The Company’s executive offices are currently leased for $923 per month. Logiq Inc (Nevada) leases approximately 12,422 square feet comprising 8,737 square feet of office space and 3,685 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $210,000 per annum. The original lease of office space from a related party under common ownership was a 7.5-year lease expiring December 31, 2021. The Company extended its lease on the primary offices with a renewal option providing for additional lease period of twelve (12) months expiring December 31, 2022. The operating lease is listed as separate line item on Logiq, Inc. (Nevada)’s June 30, 2022 and December 31, 2021 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 June 30, 2022 and December 31, 2021 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 June 30, 2022 and December 31, 2021, total operating right-of-use assets were $104,542 and $91,571, 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 $ 208,304 367,200 Remaining lease term 6 months 1 years Discount rate 1.5 % 1.5 % Future minimum lease payments under the non-cancellable operating lease agreements are as follows: 2022 $ 105,000 Less imputed interest (458 ) Total lease liability $ 104,542 Legal proceedings None. | NOTE 17 – COMMITMENTS AND CONTINGENCIES Operating lease The Company’s current executive offices are currently leased for $923 per month. Logiq Inc (Nevada) leases approximately 12,422 square feet comprising 8,737 square feet of office space and 3,685 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $210,000 per annum. The original lease of office space from a related party under common ownership was a 7.5-year lease expiring December 31, 2021. The company extended its lease on the primary offices with a renewal option providing for additional lease period of twelve (12) months expiring December 31, 2022. The operating lease is listed as separate line item on Logiq, Inc. (Nevada)’s December 31, 2020 and 2019 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 December 31, 2021 and 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 December 31, 2021 and 2020, total operating right-of-use assets were $91,571 and $364,234, respectively. All operating lease expense is recognized on a straight-line basis over the lease term. For the years-ended December 31, 2021 and 2020, the Group recorded approximately nil 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 $ 367,200 367,200 Remaining lease term 1 year 1 year Discount rate 1.5 % 1.5 % Future minimum lease payments under the non-cancellable operating lease agreements are as follows: 2021 $ 91,800 Less imputed interest (229 ) Total lease liability $ 91,571 Legal proceedings None. |
Segment Information
Segment Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT INFORMATION | NOTE 16 – SEGMENT INFORMATION The Group has determined that it operates in two operating and reportable business segments: DataLogiq and GoLogiq (including CreateApp (formerly known as AppLogiq). 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 DataLogiq reportable segment is comprised of the subsidiaries’ accounts of Logiq, Inc. (a Nevada Corporation), Fixel AI, Inc. and Rebel AI Inc. The GoLogiq (fka Lovarra) reportable segment is comprised of the reportable segment of the CreateApp (formerly known as AppLogiq), which was held by the Company’s majority owned subsidiary, GoLogiq LLC, as of June 30, 2022. The Logiq reportable segment is not a business segment but comprise Corporate activities. The following table presents the segment information for the three months and six months ended June 30, 2022 and 2021: For the three months ended For the six months ended 2022 2021 2022 2021 Logiq (Delaware) Segment operating income $ - $ 2,843,685 $ - $ 5,284,813 Other corporate expenses, net 1,764,522 6,504,374 1,507,992 11,774,679 Total operating (loss) income (1,764,522 ) (3,660,689 ) (1,507,992 ) (6,489,866 ) GoLogiq (fka Lovarra) incl CreateApp Segment operating income $ 1,633,375 $ - $ 4,942,392 $ - Other corporate expenses, net 2,280,192 - 6,979,832 - Total operating (loss) (646,817 ) - (2,037,440 ) - Logiq (Nevada) incl DATALogiq Segment operating income $ 3,316,601 $ 5,460,302 $ 8,112,968 $ 11,099,486 Other corporate expenses, net 7,366,103 6,775,248 15,008,901 13,667,004 Total operating (loss) (4,049,502 ) (1,314,946 ) (6,895,933 ) (2,567,518 ) Consolidated Segment operating income $ 4,949,976 $ 8,303,987 $ 13,055,360 $ 16,384,299 Other corporate expenses, net 11,410,817 13,279,622 23,496,725 25,441,683 Total operating (loss) (6,460,841 ) (4,975,635 ) (10,441,365 ) (9,057,384 ) Significant Customers No revenues from any single customer exceeded 10% of total net revenues for the three months and six months ended June 30, 2022 and 2021. | 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 of Logiq, Inc. (a Nevada corporation), Fixel AI, Inc. and Rebel AI Inc. The following table presents the segment information for the years ended December 31, 2021 and 2020: For the three months For the twelve months 2021 2020 2021 2020 Logiq (Delaware) incl APPLogiq Segment operating income $ 6,206,027 $ 2,112,988 $ 14,340,379 $ 22,758,572 Other corporate expenses, net 8,486,664 7,951,920 26,075,798 32,772,548 Total operating income (2,280,637 ) (5,838,932 ) (11,735,419 ) (10,013,976 ) Logiq (Nevada) incl DATALogiq Segment operating income $ 6,930,284 $ 4,470,646 $ 23,006,480 $ 15,151,821 Other corporate expenses, net 9,945,640 5,774,197 31,397,848 19,647,514 Total operating income (3,015,356 ) (1,303,551 ) (8,391,368 ) (4,495,693 ) Consolidated Segment operating income $ 13,136,311 $ 6,583,634 $ 37,346,859 $ 37,910,393 Other corporate expenses, net 18,432,304 13,726,117 57,473,646 52,420,062 Total operating income (5,295,993 ) (7,142,483 ) (20,126,787 ) (14,509,669 ) Significant Customers No revenues from any single customer exceeded 10% of total net revenues in 2021 and 2020. |
Geographical Information
Geographical Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Geographic Information Abstract | ||
GEOGRAPHICAL INFORMATION | NOTE 17 – GEOGRAPHICAL INFORMATION Revenue by geographical region for the three months and six months ended June 30, 2022 and 2021 were as follows: For the three months ended For the three months ended 2022 % 2021 % Southeast Asia $ 1,658,301 33.5 1,421,843 17.1 EU 829,150 16.8 710,921 8.6 South Korea 497,490 10.1 426,553 5.1 Africa 331,660 6.7 284,369 3.4 North America 1,633,375 33.0 5,460,302 65.8 Total revenue $ 4,949,976 100.0 $ 8,303,987 100.0 For the six months ended June 30, For the six months ended June 30, 2022 % 2021 % Southeast Asia $ 4,056,484 31.1 2,642,407 16.1 EU 2,028,242 15.5 1,321,203 8.1 South Korea 1,216,945 9.3 792,722 4.8 Africa 811,297 6.2 528,481 3.2 North America 4,942,392 37.9 11,099,486 67.8 Total revenue $ 13,055,360 100.0 $ 16,384,299 100.0 | NOTE 19 – GEOGRAPHICAL INFORMATION 2021 % 2020 % 2019 % Southeast Asia $ 7,170,190 19.2 12,109,193 31.9 25,988,621 75.0 EU 3,585,095 9.6 5,570,000 14.7 5,888,800 17.0 South Korea 2,151,056 5.8 3,770,000 9.9 2,771,200 8.0 Africa 1,434,038 3.8 961,200 2.5 - - North America 23,006,480 61.6 15,500,000 40.9 - - Total revenue $ 37,346,859 100.0 $ 37,910,393 100.0 $ 34,648,621 100.0 |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATION | NOTE 18 – 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 year ended December 31, 2020, the Company, through its wholly-owned subsidiary, Logiq Inc (Nevada) acquired substantially all of the assets of Push Holdings, Inc. The fair values of assets acquired and liabilities assumed were as follows: Cash and cash equivalents $ 574,572 Restricted cash 1,025,000 Accounts receivable, net 709,053 Prepaid expenses and other current assets 11,940 Property, plant and equipment 225,126 Intangible assets 8,250,000 Accounts payable (367,091 ) Accrued expenses and other current liabilities (424,094 ) Due to parent company (500,000 ) Goodwill 4,781,208 Net assets acquired $ 14,285,714 Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Push has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Push Holdings would have paid if Push Holdings did not own the software technology. On the acquisition date, goodwill of $4,781,208 and other intangible assets of $8,250,000 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. 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. GoLogiq, Inc. (fka Lovarra) On January 27, 2022, the Company sold substantially all the assets of CreateApp to GoLogiq, Inc. (then known as Lovarra), a fully reporting majority owned subsidiary of the Company, in exchange for 26,350,756 of GoLogiq’s common stock (the “GoLogiq Shares”) at a price per share of $1.195411 (par value $0.001). The fair value of the GoLogiq Shares at the close of the transaction was $31,500,000 as determined by a valuation of the business. As a result of the transaction, GoLogiq became a majority owned subsidiary of the Company. The acquisition by GoLogiq of substantially all the assets of CreateApp was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of GoLogiq’s operations included in the Company’s consolidated financial statements from January 1, 2022. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed. As discussed above, during the period ended March 31, 2022, GoLogiq acquired substantially all of the assets of CreateApp. The fair value of assets acquired assumed were as follows: Intangible assets, net $ 24,000,000 Goodwill 7,500,000 Net assets acquired 31,500,000 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 Logiq, Inc. 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 GoLogiq would have paid if GoLogiq did not own the software technology. On the acquisition date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The intangible asset identified during the acquisition is software technology for CreateApp and Atoz Pay/Go platform, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition. The CreateApp platform enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing “CreateApp,” which is a platform that is offered as a Platform as a Service (“PaaS”) to our customers. AtozPay competes primarily with credit card and debit card service providers, banks with payment processing offerings, other offline payment options and other electronic payment system operators. AtozGo is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry. The Company incurred some accounting and legal fees related to the acquisition of the assets of CreateApp. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the quarter ended March 31, 2022. In the consolidated statements of operations, revenues and expenses include the operations of CreateApp since January 27, 2022, which is the day after the acquisition date. | 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 year ended December 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 substantially all the assets of 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 Property, plant and equipment - 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 year ended December 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 December 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS On July 27, 2022 (the “Separation Date”), the Company completed the previously announced distribution of its direct ownership interest in GoLogiq (formerly known as Lovarra), consisting of 26,350,756 shares of GoLogiq common stock (collectively, the “GoLogiq Shares”), to the Company’s shareholders of record as of the close of business on December 30, 2021 (the “Record Date”) through a special dividend. The distribution was structured as a spin-off (the “Spin-off”), which occurred by way of a pro rata distribution, on a 1-for-1 basis (the “Distribution”), of the GoLogiq Shares to Logiq’s shareholders of record as of the Record Date (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received 1 share of GoLogiq common stock). As a result, GoLogiq is now a completely independent public company trading under the symbol “GOLQ” on the OTC PINK tier of the OTC Markets marketplace. After the Distribution, the Company will no longer consolidate GoLogiq into its financial results. None. | NOTE 21 – SUBSEQUENT EVENTS AppLogiq Spin-Off On December 15, 2021, we entered into various agreements with Lovarra, a Nevada corporation (“Lovarra”) and public reporting subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to Lovarra, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). Lovarra is a fully reporting U.S. public company, which is approximately 78.5% owned by the Company’s wholly owned subsidiary GoLogiq LLC (“GoLogiq”). In connection with the Separation, the Company intends to distribute, on a pro rata basis, 100% of the Company’s ownership interests in Lovarra to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares is expected to occur six months from completion of the Separation (the “Distribution Date”). On January 27, 2022, we completed the transfer of our AppLogiq business to Lovarra. In connection with the completion of the transfer of AppLogiq to Lovarra, Lovarra issued 26,350,756 shares of its common stock to the Company (the “Lovarra Shares”). The Company will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra), which the Company intends to complete approximately 6 months from now, subject to customary conditions and approvals. Until such time as the Distribution is complete, we will consolidate and report the financials of the AppLogiq business as a consolidated subsidiary of Logiq. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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”). | 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., as well as the accounts of GoLogiq, Inc., a majority owned subsidiary of Logiq, Inc. Material intercompany balances and transactions have been eliminated on consolidation. Unless the context indicates otherwise, references in these notes to the consolidated financial statements to “AppLogiq,” “CreateApp” and “GoLogiq” mean the Company’s reportable AppLogiq segment, which reflects the operations of GoLogiq (OTC Pink: GOLQ) within Logiq, Inc. | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Logiq, Inc (Delaware). and its wholly owned material operating subsidiaries, Logiq, Inc (Nevada), Push Holdings Inc and Fixel 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. | 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. | 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. | 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 two operating business segments: AppLogiq marketed as CreateApp is a 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. Our AppLogiq segment was sold and assigned to GoLogiq, a majority owned subsidiary of the Company, on January 27, 2022. 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 business 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. | 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 Push Holdings Inc, comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Push Holdings Inc. and Fixel AI Inc. DataLogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer. We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance. |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the six months ended June 30, 2022 and 2021. The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the six months ended June 30, 2022 and 2021 amounted to $2,027,191 and $1,694,907, respectively, which was included in the amortization of intangible assets expense of the accompanying consolidated statements of operations. | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during the years ended December 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 years ended December 31, 2021 and 2020 amounted to $3,729,313 and $1,919,480, 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. | 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. | GROUP ACCOUNTING Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. Please refer to Note 5 for the Company’s accounting policy on investments in subsidiaries. |
SUBSIDIARIES | 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. | 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. | 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 recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement. | FINANCIAL ASSETS Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 7. The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of the fair value hierarchy are described below: ● Level 1: Quoted prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement. |
LEASES | 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. The Company determined that there was no impairment for right-of-use lease assets as of June 30, 2022. | 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 December 31, 2020. |
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. | Available-for-sale investments Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognized directly in profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortised cost of the available-for-sale monetary asset is recognized in profit or loss, and other changes are recognised in other comprehensive income. |
ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK | ACCOUNTS RECEIVABLE 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 June 30, 2022 and 2021, the allowance for bad debt was approximately $155,592 and $54,619, respectively. | ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK Accounts receivable consists of trade receivables from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote. |
CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS 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. | 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. | 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. | 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. | 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. | 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 13, Stockholders’ Equity, for further details on our stock awards. | 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, Stock-Based Compensation, for further details on our stock awards. |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTS On October 2, 2017, the FASB issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements. In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements. The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information. | 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of intangible assets | GoLogiq (fka Lovarra) (Including CreateApp) Data Logiq Total Cost as of January 1, 2022 $ 1,885,330 $ 19,718,391 $ 21,603,721 Additions $ - $ - $ - Cost as of June 30, 2022 $ 1,885,330 $ 19,718,391 $ 21,603,721 Amortization Brought forward as of January 1, 2022 $ 1,396,398 $ 5,410,127 $ 6,806,525 Charge for the period $ 62,566 $ 1,964,625 $ 2,027,191 Accumulated depreciation as of June 30, 2022 $ 1,458,964 $ 7,374,752 $ 8,833,716 Net intangible assets as of June 30, 2022 $ 426,366 $ 12,343,639 $ 12,770,005 Net intangible assets as of December 31, 2021 $ 488,932 $ 14,308,264 $ 14,797,196 | Logiq (Delaware) 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 December 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 $ 125,133 $ 3,604,180 $ 3,729,313 Accumulated depreciation as of December 31, 2021 $ 1,396,398 $ 5,410,127 $ 6,806,525 Net intangible assets as of December 31, 2021 $ 488,932 $ 14,308,264 $ 14,797,196 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 2022 $ 2,041,620 2023 4,068,811 2024 4,068,811 2025 2,251,265 2026 and thereafter 339,498 $ 12,770,005 | 2022 $ 4,068,811 2023 4,068,811 2024 4,068,811 2025 2,251,265 2026 and thereafter 339,498 $ 14,797,196 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | ||
Schedule of property and equipment, net | Leasehold Computer and Equipment Total Cost as of January 1, 2022 $ 165,957 $ 87,405 $ 253,362 Additions $ - - $ - Cost as of June 30, 2022 $ 165,957 $ 87,405 $ 253,362 Amortization Brought forward as of January 1, 2022 $ 67,271 $ 32,118 $ 99,389 Charge for the period $ 16,818 $ 8,595 $ 25,413 Accumulated depreciation as of June 30, 2022 $ 84,089 $ 40,713 $ 124,802 Net property and equipment as of June 30, 2022 $ 81,868 $ 46,692 $ 128,560 Net property and equipment as of December 31, 2021 $ 98,686 $ 55,287 $ 153,973 | Leasehold Computer Total Cost as of January 1, 2021 $ 165,957 $ 59,169 $ 225,126 Additions $ - 28,236 $ 28,236 Cost as of December 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 $ 33,636 $ 19,188 $ 52,824 Accumulated depreciation as of December 31, 2021 $ 67,271 $ 32,118 $ 99,389 Net property and equipment as of December 31, 2021 $ 98,686 $ 55,287 $ 153,973 Net property and equipment as of December 31, 2020 $ 132,322 $ 46,239 $ 178,561 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of goodwill | As of As of 2022 2021 Goodwill at cost - Push $ 4,781,208 $ 4,781,208 Goodwill at cost - Fixel 296,882 296,882 Goodwill at cost - Rebel 499,836 499,836 Total 5,577,926 5,577,926 Accumulated impairment losses $ - $ - Balance at end of period $ 5,577,926 $ 5,577,926 | As of As of 2021 2020 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) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Credit Loss, Additional Improvements [Abstract] | ||
Schedule of accounts receivable | As of As of 2022 2021 Accounts receivable - gross $ 2,464,839 $ 4,121,678 Allowance for doubtful debts (155,592 ) (155,592 ) Accounts receivable - net 2,309,247 3,966,086 Movement in allowance for doubtful debts Balance as at beginning of period $ 155,592 $ 54,619 Provision for bad debts - 100,973 Reversal of the provision - - Balance at end of period 155,592 155,592 | December 31, December 31, 2021 2020 Accounts receivable - gross $ 4,121,678 $ 2,673,113 Allowance for doubtful debts (155,592 ) (54,619 ) Accounts receivable - net 3,966,086 2,618,494 Movement in allowance for doubtful debts Balance as at beginning of period $ 54,619 $ 54,619 Provision for bad debts 100,973 60,324 Reversal of the provision - (60,324 ) Balance at end of period 155,592 54,619 |
Schedule of Impaired trade receivables | Current $ 1,443,763 62.5 % 1 - 30 days 603,980 26.2 % 31 - 60 days 80,152 3.5 % 61-90 days 37,007 1.6 % 91 and over 144,345 6.3 % Total 2,309,247 100.0 % | Current $ 2,305,065 58.1 % 1 - 30 days 1,333,789 33.6 % 31 - 60 days 97,110 2.4 % 61-90 days 125,456 3.2 % 91 and over 104,666 2.7 % Total 3,966,086 100.0 % |
Financial Assets (Tables)
Financial Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value | Fair value As at December 31, As at December 31, Assets Liabilities Assets Liabilities Held-for-trading investments $ 681 $ - $ 594,263 $ - |
Amount Due from Associate (Tabl
Amount Due from Associate (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Amount Due From Assocate Abstract | |
Schedule of amount due from associate | As of As of 2022 2021 Amount due from associate $ - $ 7,208,700 $ - $ 7,208,700 |
Prepayments, Deposit and Othe_2
Prepayments, Deposit and Other Receivables (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Prepayments Deposit And Other Receivables Abstract | ||
Schedule of prepayments deposits and other receivables | As of As of 2022 2021 Deposit $ 452,151 $ 400,801 Prepayments 198,599 403,210 $ 650,750 $ 804,011 | As of As of 2021 2020 Deposit $ 400,801 $ 60,000 Other receivables - 1,876 Prepayments 403,210 144,567 $ 804,011 $ 206,443 |
Accruals and Other Payables (Ta
Accruals and Other Payables (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of accruals and other payables | As of As of 2022 2021 Accruals $ 1,807,996 $ 1,804,131 $ 1,807,996 $ 1,804,131 | As of As of 2021 2020 Accruals $ 1,804,131 $ 910,325 Other payables - 200,407 $ 1,804,131 $ 1,110,732 |
Income Tax (Tables)
Income Tax (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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 % | As of As of U.S. statutory tax rate 21.00 % 21.00 % Effective tax rate 21.00 % 21.00 % |
Schedule of effective rates to net income (loss) | As of As of 2015 2014 Net Profit/(Loss) for the year $ 733,721 $ (255,693 ) Statutory and effective tax rates 39.8 % 39.8 % Expected income tax expenses (recovery) based on effective rate 292,201 (101,765 ) Tax losses carryforward deferred (292,201 ) 101,765 Corporate Income Tax expenses (recovery) recognized in the accounts - - | |
Schedule of net operating loss | As of As of 2015 2014 Net operating loss carryforward $ 2,619,205 $ 3,352,926 Accruals and reserves - - 2,619,205 3,352,926 Statutory tax rate 39.8 % 39.8 % Deferred tax assets 1,042,444 1,334,465 Valuation allowance (1,042,444 ) (1,334,465 ) Net deferred tax asset - - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of the company’s stock option activity | Number of Weighted Weighted Weighted Aggregate Options Outstanding, December 31, 2014 250,000 0.6 2.8 0.67 $ - Less: Option expired (250,000 ) 0.6 2.8 - - Options Outstanding, December 31, 2015 - - - - - Options Outstanding, December 31, 2016 - - - - - Options Outstanding, December 31, 2017 - - - - - Options Outstanding, December 31, 2018 - - - - - Options Outstanding, December 31, 2019 - - - - - Options Outstanding, December 31, 2020 - - - - - Options Outstanding, December 31, 2021 - - - - - |
(Loss) Per Share (Tables)
(Loss) Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted earnings per common share | For the three months ended For the six months ended 2022 2021 2022 2021 Numerator - basic and diluted Net (Loss) $ (6,460,841 ) $ (4,975,635 ) (10,441,365 ) 9,057,384 Denominator Weighted average number of common shares outstanding - basic and diluted 32,620,160 18,577,937 29,511,254 17,090,133 (Loss) per common share - basic and diluted $ (0.1981 ) $ (0.2678 ) (0.3538 ) 0.5300 | For the three months For the twelve months 2021 2020 2021 2020 Numerator - basic and diluted Net (Loss) $ (5,295,993 ) $ (7,142,483 ) $ (20,126,787 ) $ (14,509,669 ) Denominator Weighted average number of common shares outstanding - basic and diluted 26,307,321 14,093,979 21,187,556 12,678,904 (Loss) per common share - basic and diluted $ (0.2013 ) $ (0.5068 ) $ (0.9499 ) $ (1.1444 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of operating lease liabilities | As of As of Cash paid for operating lease liabilities $ 208,304 367,200 Remaining lease term 6 months 1 years Discount rate 1.5 % 1.5 % | As of As of Cash paid for operating lease liabilities $ 367,200 367,200 Remaining lease term 1 year 1 year Discount rate 1.5 % 1.5 % |
Schedule of future minimum lease payments under the non-cancellable operating lease agreements | 2022 $ 105,000 Less imputed interest (458 ) Total lease liability $ 104,542 | 2021 $ 91,800 Less imputed interest (229 ) Total lease liability $ 91,571 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of segment information | For the three months ended For the six months ended 2022 2021 2022 2021 Logiq (Delaware) Segment operating income $ - $ 2,843,685 $ - $ 5,284,813 Other corporate expenses, net 1,764,522 6,504,374 1,507,992 11,774,679 Total operating (loss) income (1,764,522 ) (3,660,689 ) (1,507,992 ) (6,489,866 ) GoLogiq (fka Lovarra) incl CreateApp Segment operating income $ 1,633,375 $ - $ 4,942,392 $ - Other corporate expenses, net 2,280,192 - 6,979,832 - Total operating (loss) (646,817 ) - (2,037,440 ) - Logiq (Nevada) incl DATALogiq Segment operating income $ 3,316,601 $ 5,460,302 $ 8,112,968 $ 11,099,486 Other corporate expenses, net 7,366,103 6,775,248 15,008,901 13,667,004 Total operating (loss) (4,049,502 ) (1,314,946 ) (6,895,933 ) (2,567,518 ) Consolidated Segment operating income $ 4,949,976 $ 8,303,987 $ 13,055,360 $ 16,384,299 Other corporate expenses, net 11,410,817 13,279,622 23,496,725 25,441,683 Total operating (loss) (6,460,841 ) (4,975,635 ) (10,441,365 ) (9,057,384 ) | For the three months For the twelve months 2021 2020 2021 2020 Logiq (Delaware) incl APPLogiq Segment operating income $ 6,206,027 $ 2,112,988 $ 14,340,379 $ 22,758,572 Other corporate expenses, net 8,486,664 7,951,920 26,075,798 32,772,548 Total operating income (2,280,637 ) (5,838,932 ) (11,735,419 ) (10,013,976 ) Logiq (Nevada) incl DATALogiq Segment operating income $ 6,930,284 $ 4,470,646 $ 23,006,480 $ 15,151,821 Other corporate expenses, net 9,945,640 5,774,197 31,397,848 19,647,514 Total operating income (3,015,356 ) (1,303,551 ) (8,391,368 ) (4,495,693 ) Consolidated Segment operating income $ 13,136,311 $ 6,583,634 $ 37,346,859 $ 37,910,393 Other corporate expenses, net 18,432,304 13,726,117 57,473,646 52,420,062 Total operating income (5,295,993 ) (7,142,483 ) (20,126,787 ) (14,509,669 ) |
Geographical Information (Table
Geographical Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Geographic Information Abstract | ||
Schedule of geographic information | For the three months ended For the three months ended 2022 % 2021 % Southeast Asia $ 1,658,301 33.5 1,421,843 17.1 EU 829,150 16.8 710,921 8.6 South Korea 497,490 10.1 426,553 5.1 Africa 331,660 6.7 284,369 3.4 North America 1,633,375 33.0 5,460,302 65.8 Total revenue $ 4,949,976 100.0 $ 8,303,987 100.0 For the six months ended June 30, For the six months ended June 30, 2022 % 2021 % Southeast Asia $ 4,056,484 31.1 2,642,407 16.1 EU 2,028,242 15.5 1,321,203 8.1 South Korea 1,216,945 9.3 792,722 4.8 Africa 811,297 6.2 528,481 3.2 North America 4,942,392 37.9 11,099,486 67.8 Total revenue $ 13,055,360 100.0 $ 16,384,299 100.0 | 2021 % 2020 % 2019 % Southeast Asia $ 7,170,190 19.2 12,109,193 31.9 25,988,621 75.0 EU 3,585,095 9.6 5,570,000 14.7 5,888,800 17.0 South Korea 2,151,056 5.8 3,770,000 9.9 2,771,200 8.0 Africa 1,434,038 3.8 961,200 2.5 - - North America 23,006,480 61.6 15,500,000 40.9 - - Total revenue $ 37,346,859 100.0 $ 37,910,393 100.0 $ 34,648,621 100.0 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 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 Intangible assets, net $ 24,000,000 Goodwill 7,500,000 Net assets acquired 31,500,000 | 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 Property, plant and equipment - 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 |
Organization and Business Des_2
Organization and Business Description (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 15, 2021 | Jun. 21, 2021 | Jan. 27, 2022 | Jan. 26, 2022 | Jun. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 30, 2021 | |
Organization and Business Description (Details) [Line Items] | |||||||||
Shares issued | 1,976,434 | 1,976,434 | |||||||
AppLogiq spin-off, description | Lovarra is a fully reporting U.S. public company, which is approximately 78.5% owned by the Company’s wholly owned subsidiary GoLogiq LLC (“GoLogiq”). In connection with the Separation, the Company intends to distribute, on a pro rata basis, 100% | ||||||||
Purchase price (in Dollars) | $ 3,250,000 | ||||||||
Cash consideration (in Dollars) | $ 250,000 | ||||||||
Restricted common stock shares issued | 2,912,621 | ||||||||
Stock consideration value (in Dollars) | $ 500,000 | ||||||||
Shares issued | 26,350,756 | 4,231,824 | 2,951,080 | ||||||
Stock split, description | The Company held the GoLogiq Shares until it distributed 100% of the GoLogiq Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra). | 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. | |||||||
Subsequent Event [Member] | |||||||||
Organization and Business Description (Details) [Line Items] | |||||||||
AppLogiq spin-off, description | The Company will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra) | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Organization and Business Description (Details) [Line Items] | |||||||||
Issuance of shares | 26,350,756 | ||||||||
Battle Bridge Assets [Member] | |||||||||
Organization and Business Description (Details) [Line Items] | |||||||||
Stock consideration per share (in Dollars per share) | $ 1.03 | ||||||||
Stock consideration value (in Dollars) | $ 3,000,000 | ||||||||
Business acquisition, percentage | 1% | ||||||||
Bloomberg LP [Member] | |||||||||
Organization and Business Description (Details) [Line Items] | |||||||||
Stock consideration value (in Dollars) | $ 3,000,000 | ||||||||
GoLogic LLC [Member] | |||||||||
Organization and Business Description (Details) [Line Items] | |||||||||
Business acquisition, percentage | 100% |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Operating segments | 10% | 10% | ||||
Straight-line method years | 5 years | |||||
Amortization of intangible assets expense | $ 3,729,313 | $ 1,919,480 | ||||
Amortization of intangible assets expense | $ 1,017,202 | $ 599,730 | $ 2,027,191 | $ 1,694,907 | $ 3,729,313 | $ 1,919,480 |
Allowance for bad debt | $ 155,592 | $ 54,619 | ||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Voting rights | 20% | 20% | 20% | |||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Voting rights | 50% | 50% | 50% |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Amortization expense related to intangible assets | $ 1,017,202 | $ 599,730 | $ 2,027,191 | $ 1,694,907 | $ 3,729,313 | $ 1,919,480 | ||
Amortization expense related to intangible assets | $ 1,009,988 | $ 1,017,202 | $ 2,027,191 | $ 1,694,907 | $ 3,729,313 | $ 1,919,480 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | |||
Cost beginning | $ 21,603,721 | $ 14,813,752 | |
Additions | 6,789,969 | ||
Cost ending | 21,603,721 | 21,603,721 | |
Amortization | |||
Brought forward | 6,806,525 | 3,077,212 | |
Charge for the period | 2,027,191 | 3,729,313 | |
Accumulated depreciation | 8,833,716 | 6,806,525 | |
Net intangible assets | 12,770,005 | 14,797,196 | $ 11,736,540 |
Logiq (Delaware) [Member] | |||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | |||
Cost beginning | 1,885,330 | 1,885,330 | |
Additions | |||
Cost ending | 1,885,330 | 1,885,330 | |
Amortization | |||
Brought forward | 1,396,398 | 1,271,265 | |
Charge for the period | 62,566 | 125,133 | |
Accumulated depreciation | 1,458,964 | 1,396,398 | |
Net intangible assets | 426,366 | 488,932 | 614,065 |
DataLogiq [Member] | |||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | |||
Cost beginning | 19,718,391 | 12,928,422 | |
Additions | 6,789,969 | ||
Cost ending | 19,718,391 | 19,718,391 | |
Amortization | |||
Brought forward | 5,410,127 | 1,805,947 | |
Charge for the period | 1,964,625 | 3,604,180 | |
Accumulated depreciation | 7,374,752 | 5,410,127 | |
Net intangible assets | $ 12,343,639 | $ 14,308,264 | $ 11,122,475 |
Intangible Assets, Net (Detai_3
Intangible Assets, Net (Details) - Schedule of estimated future amortization expense of intangible costs - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Estimated Future Amortization Expense Of Intangible Costs Abstract | ||
2022 | $ 2,041,620 | $ 4,068,811 |
2023 | 4,068,811 | 4,068,811 |
2024 | 4,068,811 | 4,068,811 |
2025 | 2,251,265 | 2,251,265 |
2026 and thereafter | 339,498 | 339,498 |
Total | $ 12,770,005 | $ 14,797,196 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net [Abstract] | ||||||
Depreciation | $ 52,824 | $ 46,565 | ||||
Depreciation expense | $ 11,686 | $ 13,727 | $ 25,413 | $ 25,368 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cost as of beginning | $ 253,362 | $ 225,126 | |
Additions | 28,236 | ||
Cost as of ending | 253,362 | 253,362 | |
Amortization | |||
Brought forward as of beginning | 99,389 | 46,565 | |
Charge for the period | 25,413 | 52,824 | |
Accumulated depreciation as of ending | 124,802 | 99,389 | |
Net property and equipment | 128,560 | 153,973 | |
Net property and equipment | 153,973 | $ 178,561 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost as of beginning | 165,957 | 165,957 | |
Additions | |||
Cost as of ending | 165,957 | 165,957 | |
Amortization | |||
Brought forward as of beginning | 67,271 | 33,635 | |
Charge for the period | 16,818 | 33,636 | |
Accumulated depreciation as of ending | 84,089 | 67,271 | |
Net property and equipment | 81,868 | 98,686 | |
Net property and equipment | 98,686 | 132,322 | |
Computer and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost as of beginning | 87,405 | 59,169 | |
Additions | 28,236 | ||
Cost as of ending | 87,405 | 87,405 | |
Amortization | |||
Brought forward as of beginning | 32,118 | 12,930 | |
Charge for the period | 8,595 | 19,188 | |
Accumulated depreciation as of ending | 40,713 | 32,118 | |
Net property and equipment | $ 46,692 | 55,287 | |
Net property and equipment | $ 55,287 | $ 46,239 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of goodwill - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | |||
Total | $ 5,577,926 | $ 5,577,926 | $ 5,078,090 |
Accumulated impairment losses | |||
Balance at end of period | 5,577,926 | 5,577,926 | 5,078,090 |
Goodwill at cost - Push [Member] | |||
Goodwill [Line Items] | |||
Total | 4,781,208 | 4,781,208 | 4,781,208 |
Goodwill at cost - Fixel [Member] | |||
Goodwill [Line Items] | |||
Total | 296,882 | 296,882 | 296,882 |
Goodwill at cost - Rebel [Member] | |||
Goodwill [Line Items] | |||
Total | $ 499,836 | $ 499,836 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Accounts Receivable Abstract | |||
Accounts receivable - gross | $ 2,464,839 | $ 4,121,678 | $ 2,673,113 |
Allowance for doubtful debts | (155,592) | (155,592) | (54,619) |
Accounts receivable - net | 2,309,247 | 3,966,086 | 2,618,494 |
Balance as at beginning of period | 155,592 | 54,619 | 54,619 |
Provision for bad debts | 100,973 | 60,324 | |
Reversal of the provision | (60,324) | ||
Balance at end of period | $ 155,592 | $ 155,592 | $ 54,619 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of Impaired trade receivables - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | $ 2,309,247 | $ 3,966,086 | |
Total, percentage | 100% | 100% | |
Current [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 1,443,763 | $ 2,305,065 | |
Total, percentage | 62.50% | 58.10% | |
1 - 30 days [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 603,980 | $ 1,333,789 | |
Total, percentage | 26.20% | 33.60% | |
31 - 60 days [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 80,152 | $ 97,110 | |
Total, percentage | 3.50% | 2.40% | |
61 - 90 days [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 37,007 | $ 125,456 | |
Total, percentage | 1.60% | 3.20% | |
91 and over [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | $ 144,345 | $ 104,666 | |
Total, percentage | 6.30% | 2.70% |
Financial Assets (Details) - Sc
Financial Assets (Details) - Schedule of fair value - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Fair Value Abstract | ||
Fair value of assets | $ 681 | $ 594,263 |
Fair value of liabilities |
Investment in Associate (Detail
Investment in Associate (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Apr. 23, 2018 | Apr. 23, 2018 | Jun. 30, 2022 | Dec. 31, 2021 | |
Investment in Associate (Details) [Line Items] | ||||
Option to purchase equity, description | 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. | 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 its 49% equity interest in WIP to Weyland AtoZPay Inc. and now holds an equitable interest of 31% in WIP. | The Company held a 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 June 30, 2022. | 31% unexercised option in WIP as at 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 December 31, 2021. |
Weyland Indonesia Perkasa [Member] | ||||
Investment in Associate (Details) [Line Items] | ||||
Company ownership percentage | 51% |
Amount Due from Associate (Deta
Amount Due from Associate (Details) | Jan. 27, 2022 USD ($) |
Lovarra Inc. [Member] | |
Amount Due from Associate (Details) [Line Items] | |
Amount due from associate | $ 7,243,700 |
Prepayments, Deposit and Othe_3
Prepayments, Deposit and Other Receivables (Details) - Schedule of prepayments deposits and other receivables - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Prepayments Deposits And Other Receivables Abstract | |||
Deposit | $ 452,151 | $ 400,801 | $ 60,000 |
Other receivables | 1,876 | ||
Prepayments | 198,599 | 403,210 | 144,567 |
Prepayments, deposit and other receivables | $ 650,750 | $ 804,011 | $ 206,443 |
Accruals and Other Payables (De
Accruals and Other Payables (Details) - Schedule of accruals and other payables - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accruals And Other Payables Abstract | |||
Accruals | $ 1,804,131 | $ 910,325 | |
Other payables | 200,407 | ||
Total payables | $ 1,807,996 | $ 1,804,131 | $ 1,110,732 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax (Details) [Line Items] | |||||||
U.S. federal corporate income tax | 21% | 34% | 21% | 21% | |||
Net operating losses (in Dollars) | $ 2,619,205 | $ 3,352,926 | |||||
U.S. [Member] | |||||||
Income Tax (Details) [Line Items] | |||||||
U.S. federal corporate income tax | 21% | 21% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of statutory rates and tax rate | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Statutory Rates And Tax Rate Abstract | |||||
U.S. statutory tax rate | 21% | 39.80% | 39.80% | 21% | 21% |
Effective tax rate | 21% | 21% | 21% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | ||
Apr. 24, 2020 | May 20, 2021 | Apr. 24, 2020 | |
Debt Disclosure [Abstract] | |||
Loan proceeds amount | $ 503,700 | $ 503,700 | $ 503,700 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Aug. 20, 2020 | Dec. 31, 2021 | Sep. 01, 2021 | Aug. 16, 2021 | |
Debt Disclosure [Abstract] | ||||
Convertible note payable | $ 2,911,000 | |||
Maturity date | Jul. 20, 2021 | |||
Interest rate per annum | 10% | |||
Gross proceeds amount | $ (5,000,000) | |||
Common stock convertible conversion price | $ 2.5 | |||
Accrued interest conversion price | $ 1.2 | |||
Principal amount | $ 30,000 | |||
Common stock per shares | $ 2.5 | |||
Common stock shares | 1,169,652 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Aug. 06, 2021 USD ($) $ / shares shares | Aug. 06, 2021 USD ($) $ / shares shares | Jul. 27, 2021 CAD ($) shares | Jun. 09, 2021 | Jun. 09, 2021 | Mar. 08, 2021 USD ($) $ / shares shares | Jan. 12, 2021 $ / shares shares | Nov. 02, 2020 USD ($) $ / shares shares | Nov. 02, 2020 USD ($) $ / shares shares | Feb. 25, 2020 | Jan. 09, 2020 USD ($) $ / shares shares | Jul. 27, 2021 CAD ($) shares | Jul. 21, 2021 USD ($) | Jun. 21, 2021 USD ($) shares | Jun. 21, 2021 CAD ($) shares | Apr. 15, 2021 USD ($) $ / shares shares | Feb. 25, 2020 | Jul. 31, 2019 shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 $ / shares shares | Jun. 30, 2022 CAD ($) shares | Jan. 26, 2022 shares | Dec. 31, 2021 CAD ($) $ / shares shares | |
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Certificate of amendment, 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”). | 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, 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. | 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 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Shares issued | 51,762,839 | 25,080 | 106,041 | 6,995,735 | 58,627,601 | 106,041 | ||||||||||||||||||||||
Consultancy services shares | 19,311,309 | |||||||||||||||||||||||||||
Consultancy services per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Direct offering shares | 100,000 | |||||||||||||||||||||||||||
Offering price per share (in Dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||||||
Gross proceeds | $ 500,000 | $ 5,929,302 | $ 864,000 | |||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 1,126,000 | $ 1,126,000 | $ 1,126,000 | $ 1,126,000 | ||||||||||||||||||||||||
Merger agreement, description | 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. | (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. | ||||||||||||||||||||||||||
Agency agreement, description | Logiq entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to the offering (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share, subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”) of June 17, 2021 (the “Closing Date”) | On June 9, 2021, Logiq entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to the offering (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share, subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”) of June 17, 2021 (the “Closing Date”). | ||||||||||||||||||||||||||
Aggregate gross proceeds percentage | 8% | 8% | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||||||
Advisory fee unit is comprised, description | Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one warrant exercisable to purchase one share of Common Stock at an exercise price of C$3.50 for a period of 36 months from the Closing Date. | |||||||||||||||||||||||||||
Warrant description | Pursuant to the terms of the Agency Agreement, the Company also agreed to grant the Agent an option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the Agent, at any time up to 30 days following the Closing Date, to purchase from the Company: (i) up to such additional number of Units (the “Over-Allotment Units”) equal to 15% of the number of Units sold under the Offering (the “Over-Allotment Number”) at the Offering Price; (ii) up to such number of additional Warrants (the “Over-Allotment Warrants”) equal to 15% of the number of Warrants comprising the Units sold under the Offering at C$0.4898 per Over-Allotment Warrant; (iii) up to such number of additional shares of Common Stock (the “Over-Allotment Unit Shares”) equal to 15% of the number of shares of Common Stock comprising the Units sold under the Offering at C$2.5102 per Over-Allotment Unit Share; or (iv) any combination of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares, so long as the aggregate number of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares does not comprise together more than what is included in the Over-Allotment Number of Over-Allotment Units. | Pursuant to the terms of the Agency Agreement, the Company also agreed to grant the Agent an option (the “Over-Allotment Option”), exercisable in whole or in part, at the sole discretion of the Agent, at any time up to 30 days following the Closing Date, to purchase from the Company: (i) up to such additional number of Units (the “Over-Allotment Units”) equal to 15% of the number of Units sold under the Offering (the “Over-Allotment Number”) at the Offering Price; (ii) up to such number of additional Warrants (the “Over-Allotment Warrants”) equal to 15% of the number of Warrants comprising the Units sold under the Offering at C$0.4898 per Over-Allotment Warrant; (iii) up to such number of additional shares of Common Stock (the “Over-Allotment Unit Shares”) equal to 15% of the number of shares of Common Stock comprising the Units sold under the Offering at C$2.5102 per Over-Allotment Unit Share; or (iv) any combination of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares, so long as the aggregate number of Over-Allotment Units, Over-Allotment Warrants, and Over-Allotment Unit Shares does not comprise together more than what is included in the Over-Allotment Number of Over-Allotment Units. | ||||||||||||||||||||||||||
Sale of units | 1,976,434 | 1,976,434 | ||||||||||||||||||||||||||
Advisory fee units | 83,333 | 83,333 | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 2.85 | |||||||||||||||||||||||||||
Shares of common stock | 35,714,285 | |||||||||||||||||||||||||||
Value of common stock (in Dollars) | $ | $ 5,000,000 | $ 5,000,000 | $ 14,284,714 | |||||||||||||||||||||||||
Exchange shares of common stock | 564,467 | 564,467 | ||||||||||||||||||||||||||
Consultancy services description | 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. | |||||||||||||||||||||||||||
Total shares | 2,788,972 | 404,439 | 3,550,000 | 2,788,972 | ||||||||||||||||||||||||
Share price par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Vesting period on monthly basis | 5 years | |||||||||||||||||||||||||||
Stock-based compensation | 132,320 | |||||||||||||||||||||||||||
Issuance of shares | 25,080 | |||||||||||||||||||||||||||
Offering expenses | $ | $ 500,000 | |||||||||||||||||||||||||||
Per share | 0.0001 | 0.0001 | 0.0001 | 0.0001 | ||||||||||||||||||||||||
Issuance of common stock | 100,000 | |||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ (5,000,000) | |||||||||||||||||||||||||||
Purchase amount (in Dollars) | $ | $ 500,000 | |||||||||||||||||||||||||||
Arithmetic average purchase of shares percentage | 97% | |||||||||||||||||||||||||||
Warrants to purchase of common stock | 631,579 | |||||||||||||||||||||||||||
Common stock percentage | 1.50% | |||||||||||||||||||||||||||
Commitment amount (in Dollars) | $ | $ 40,000,000 | $ 40,000,000 | $ 40,000,000 | |||||||||||||||||||||||||
Ownership limitation percentage | 9.99% | |||||||||||||||||||||||||||
Additional primary shares issued (in Dollars) | $ | $ 37,000,000 | |||||||||||||||||||||||||||
Purchase price (in Dollars) | $ | 3,250,000 | |||||||||||||||||||||||||||
Cash consideration (in Dollars) | $ | $ 250,000 | |||||||||||||||||||||||||||
Restricted common stock shares issued | 2,912,621 | |||||||||||||||||||||||||||
Shares issued | 4,231,824 | 2,951,080 | 4,231,824 | 4,231,824 | 4,231,824 | 26,350,756 | ||||||||||||||||||||||
Par value of shares issued (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Sale of stock price per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Reg S shares issued | 51,762,839 | |||||||||||||||||||||||||||
Shares cancelled | 6 | 132,320 | ||||||||||||||||||||||||||
Shares of common stock was issued for stock-based compensation to consultants | 1,017,286 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Direct offering shares | 101,694 | |||||||||||||||||||||||||||
Offering price per share (in Dollars per share) | $ / shares | $ 8.5 | |||||||||||||||||||||||||||
Stock-based compensation | 2,313,941 | |||||||||||||||||||||||||||
Issuance of shares | 101,694 | |||||||||||||||||||||||||||
Offering expenses | $ | $ 864,000 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Shares issued | 1,668,042 | 1,668,042 | 106,041 | |||||||||||||||||||||||||
Offering price per share (in Dollars per share) | $ / shares | $ 2.4 | $ 2.4 | ||||||||||||||||||||||||||
Gross proceeds | $ | $ 4,003,301 | |||||||||||||||||||||||||||
Warrants issued (in Dollars) | $ | $ 1,668,042 | $ 1,668,042 | ||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 2.85 | |||||||||||||||||||||||||||
Percentage of contractual discount | 8% | 8% | ||||||||||||||||||||||||||
Offering price (in Dollars per share) | $ / shares | $ 2.4 | |||||||||||||||||||||||||||
Gross proceeds (in Dollars) | $ | $ 4,003,301 | $ 4,003,301 | ||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Warrants to purchase shares | 4,223,333 | 4,223,333 | ||||||||||||||||||||||||||
Vesting period on monthly basis | 3 years | |||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Vesting period on monthly basis | 2 years | |||||||||||||||||||||||||||
South East Asia [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares issued | 51,762,839 | |||||||||||||||||||||||||||
Canada [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares issued | 16,136 | 16,136 | ||||||||||||||||||||||||||
Offering expenses | $ | $ 605,100 | |||||||||||||||||||||||||||
Sold an additional units | 201,700 | |||||||||||||||||||||||||||
Agent Options [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares issued | 158,115 | 158,115 | ||||||||||||||||||||||||||
Aggregate gross proceeds percentage | 8% | |||||||||||||||||||||||||||
Number of units sold percentage | 8% | |||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 3 | |||||||||||||||||||||||||||
Support Services [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares issued | 83,333 | 83,333 | 83,333 | 83,333 | 83,333 | 83,333 | ||||||||||||||||||||||
Offering price value (in Dollars) | $ | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||
Stock option, exercise price, decrease (in Dollars per share) | $ / shares | $ 3.5 | |||||||||||||||||||||||||||
Over-Allotment Offering [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares issued | 16,136 | 16,136 | ||||||||||||||||||||||||||
Gross proceeds | $ | $ 605,100 | |||||||||||||||||||||||||||
Sold an additional units | 201,700 | 201,700 | ||||||||||||||||||||||||||
Options [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Shares issued | 1,976,434 | 1,976,434 | ||||||||||||||||||||||||||
Offering expenses | $ | $ 5,929,302 | |||||||||||||||||||||||||||
Advisory fee (in Dollars) | $ | $ 83,333 | |||||||||||||||||||||||||||
Ionic Ventures, LLC [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Value of common stock (in Dollars) | $ | $ 40,000,000 | |||||||||||||||||||||||||||
Issuance of shares | 2,926,000 | |||||||||||||||||||||||||||
Purchase value of common stock (in Dollars) | $ | $ 3,000,000 | |||||||||||||||||||||||||||
Purchase amount (in Dollars) | $ | $ 3,000,000 | |||||||||||||||||||||||||||
Purchase price, percentage | 125% | 125% | 125% | 125% | ||||||||||||||||||||||||
Regular purchase price percentage | 80% | |||||||||||||||||||||||||||
Battle Bridge Assets [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Purchase amount (in Dollars) | $ | $ 3,000,000 | |||||||||||||||||||||||||||
Purchase price, percentage | 1% | 1% | 1% | 1% | ||||||||||||||||||||||||
Stock consideration per share (in Dollars per share) | $ / shares | $ 1.03 | $ 1.03 | $ 1.03 | |||||||||||||||||||||||||
Stock consideration retained (in Dollars) | $ | $ 500,000 | |||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Shares issued | 304,000 | 1,017,286 | 1,017,286 | 1,017,286 | 8,479,376 | 5,677,684 | 58,627,601 | 1,017,286 | 8,479,376 | |||||||||||||||||||
Consultancy services shares | 2,313,941 | 1,318,640 | 19,311,309 | 2,313,941 | ||||||||||||||||||||||||
Consultancy services per share (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Share price par value (in Dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||||||
Offering expenses | $ | $ 1,520,000 | |||||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Direct offering shares | 304,000 | |||||||||||||||||||||||||||
Offering price per share (in Dollars per share) | $ / shares | $ 5 | |||||||||||||||||||||||||||
Gross proceeds | $ | $ 1,520,000 | |||||||||||||||||||||||||||
President [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Share price par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||||||||||||||||||||||
Total outstanding convertible promissory notes (in Dollars) | $ | $ 2,911,000 | |||||||||||||||||||||||||||
Principal amount (in Dollars) | $ | $ 30,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of company’s stock option activity - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Company SStock Option Activity Abstract | ||||||||
Number of options, Options Outstanding (in Shares) | 250,000 | |||||||
Weighted Average Exercise Price, Options Outstanding | $ 0.6 | |||||||
Weighted Average Grant-date Fair Value, Options Outstanding | $ 2.8 | |||||||
Weighted Average Remaining Contractual Life (Years), Options Outstanding | 8 months 1 day | |||||||
Aggregate Intrinsic Value, Options Outstanding (in Dollars) | ||||||||
Number of options, Less: Option expired (in Shares) | (250,000) | |||||||
Weighted Average Exercise Price, Less: Option expired | $ 0.6 | |||||||
Weighted Average Grant-date Fair Value, Less: Option expired | $ 2.8 | |||||||
Weighted Average Remaining Contractual Life (Years), Less: Option expired | ||||||||
Aggregate Intrinsic Value, Less: Option expired (in Dollars) |
(Loss) Per Share (Details)
(Loss) Per Share (Details) | 1 Months Ended | 12 Months Ended |
Jan. 26, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Reverse stock-split, description | The Company held the GoLogiq Shares until it distributed 100% of the GoLogiq Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra). | 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. |
(Loss) Per Share (Details) - Sc
(Loss) Per Share (Details) - Schedule of basic and diluted earnings per common share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator - basic and diluted | |||||||||||
Net (Loss) | $ (6,460,841) | $ (3,980,524) | $ (5,295,993) | $ (4,975,635) | $ (4,081,749) | $ (7,142,483) | $ (10,441,365) | $ (9,057,384) | $ (20,126,787) | $ (14,509,669) | $ (6,541,686) |
Denominator | |||||||||||
Weighted average number of common shares outstanding - basic and diluted | 32,620,160 | 26,307,321 | 18,577,937 | 14,093,979 | 29,511,254 | 17,090,133 | 21,187,556 | 12,678,904 | |||
(Loss) per common share - basic and diluted | $ (0.1981) | $ (0.2013) | $ (0.2678) | $ (0.5068) | $ (0.3538) | $ (0.53) | $ (0.9499) | $ (1.1444) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 USD ($) m² | Dec. 31, 2021 USD ($) m² | Dec. 31, 2020 USD ($) | Jan. 08, 2020 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||
Lease rent per month | $ 923 | $ 923 | ||
Right to use assets - operating lease | $ 104,542 | 91,571 | $ 364,234 | $ 693,000 |
Amortization expense | $ 8,400 | |||
Maturity date | Dec. 31, 2022 | |||
Operating leases right-of-use assets lease liabilities | $ 693,000 | |||
Operating right-of-use assets | $ 104,542 | 91,571 | ||
Minneapolis, Minnesota [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Lease rent per month | $ 210,000 | $ 210,000 | ||
Lease space (in Square Meters) | m² | 12,422 | 12,422 | ||
Lease term | 7 years 6 months | 7 years 6 months | ||
Office space [Member] | Minneapolis, Minnesota [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Lease space (in Square Meters) | m² | 8,737 | 8,737 | ||
Warehouse space [Member] | Minneapolis, Minnesota [Member] | ||||
Commitments and Contingencies (Details) [Line Items] | ||||
Lease space (in Square Meters) | m² | 3,685 | 3,685 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of operating lease liabilities - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Operating Lease Liabilities Abstract | |||
Cash paid for operating lease liabilities | $ 208,304 | $ 367,200 | $ 367,200 |
Remaining lease term | 1 year | 1 year | |
Discount rate | 1.50% | 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 - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Future Minimum Lease Payments Under The Non Cancellable Operating Lease Agreements Abstract | ||
2021 | $ 105,000 | $ 91,800 |
Less imputed interest | (458) | (229) |
Total lease liability | $ 104,542 | $ 91,571 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||
Number of operating and reportable segments | 2 | ||
Percentage of total net revenue | 10% | 10% | 10% |
Segment Information (Details) -
Segment Information (Details) - Schedule of segment information - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Logiq (Delaware) incl APPLogiq | ||||
Segment operating income | $ 13,136,311 | $ 6,583,634 | $ 37,346,859 | $ 37,910,393 |
Other corporate expenses, net | 18,432,304 | 13,726,117 | 57,473,646 | 52,420,062 |
Total operating income | (5,295,993) | (7,142,483) | (20,126,787) | (14,509,669) |
Logiq (Delaware) incl APPLogiq [Member] | ||||
Logiq (Delaware) incl APPLogiq | ||||
Segment operating income | 6,206,027 | 2,112,988 | 14,340,379 | 22,758,572 |
Other corporate expenses, net | 8,486,664 | 7,951,920 | 26,075,798 | 32,772,548 |
Total operating income | (2,280,637) | (5,838,932) | (11,735,419) | (10,013,976) |
Logiq (Nevada) incl DATALogiq [Member] | ||||
Logiq (Delaware) incl APPLogiq | ||||
Segment operating income | 6,930,284 | 4,470,646 | 23,006,480 | 15,151,821 |
Other corporate expenses, net | 9,945,640 | 5,774,197 | 31,397,848 | 19,647,514 |
Total operating income | $ (3,015,356) | $ (1,303,551) | $ (8,391,368) | $ (4,495,693) |
Geographical Information (Detai
Geographical Information (Details) - Schedule of geographic information - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographical Information (Details) - Schedule of geographic information [Line Items] | |||||||
Total revenue | $ 4,949,976 | $ 8,303,987 | $ 13,055,360 | $ 16,384,299 | $ 37,346,859 | $ 37,910,393 | $ 34,648,621 |
Total revenue, percentage | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
Southeast Asia [Member] | |||||||
Geographical Information (Details) - Schedule of geographic information [Line Items] | |||||||
Total revenue | $ 1,658,301 | $ 1,421,843 | $ 4,056,484 | $ 2,642,407 | $ 7,170,190 | $ 12,109,193 | $ 25,988,621 |
Total revenue, percentage | 33.50% | 17.10% | 31.10% | 16.10% | 19.20% | 31.90% | 75% |
EU [Member] | |||||||
Geographical Information (Details) - Schedule of geographic information [Line Items] | |||||||
Total revenue | $ 829,150 | $ 710,921 | $ 2,028,242 | $ 1,321,203 | $ 3,585,095 | $ 5,570,000 | $ 5,888,800 |
Total revenue, percentage | 16.80% | 8.60% | 15.50% | 8.10% | 9.60% | 14.70% | 17% |
South Korea [Member] | |||||||
Geographical Information (Details) - Schedule of geographic information [Line Items] | |||||||
Total revenue | $ 497,490 | $ 426,553 | $ 1,216,945 | $ 792,722 | $ 2,151,056 | $ 3,770,000 | $ 2,771,200 |
Total revenue, percentage | 10.10% | 5.10% | 9.30% | 4.80% | 5.80% | 9.90% | 8% |
Africa [Member] | |||||||
Geographical Information (Details) - Schedule of geographic information [Line Items] | |||||||
Total revenue | $ 331,660 | $ 284,369 | $ 811,297 | $ 528,481 | $ 1,434,038 | $ 961,200 | |
Total revenue, percentage | 6.70% | 3.40% | 6.20% | 3.20% | 3.80% | 2.50% | |
North America [Member] | |||||||
Geographical Information (Details) - Schedule of geographic information [Line Items] | |||||||
Total revenue | $ 1,633,375 | $ 5,460,302 | $ 4,942,392 | $ 11,099,486 | $ 23,006,480 | $ 15,500,000 | |
Total revenue, percentage | 33% | 65.80% | 37.90% | 67.80% | 61.60% | 40.90% |
Business Combination (Details)
Business Combination (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 29, 2021 | Nov. 02, 2020 | Nov. 02, 2020 | Jan. 08, 2020 | Jan. 28, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | |
Business Combination (Details) [Line Items] | |||||||||||
Common stock shares exchange (in Shares) | 564,467 | 564,467 | |||||||||
Common stock fair value | $ 14,285,714 | ||||||||||
Fair value per share (in Dollars per share) | $ 0.0001 | ||||||||||
Issued of restricted shares (in Shares) | 106,041 | 25,080 | 6,995,735 | 58,627,601 | 51,762,839 | ||||||
Weighted average useful life | 5 years | ||||||||||
Goodwill | $ 5,577,926 | $ 5,577,926 | $ 5,078,090 | ||||||||
Restricted shares of common stock (in Shares) | 2,912,621 | ||||||||||
Lovarra Inc. [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Weighted average useful life | 5 years | ||||||||||
Goodwill | $ 7,500,000 | ||||||||||
Number of common stock acquired (in Shares) | 26,350,756 | ||||||||||
Fair value shares of common stock | $ 31,500,000 | ||||||||||
Common stock price per shares (in Dollars per share) | $ 1.195411 | ||||||||||
Common stock price par value | $ 0.001 | ||||||||||
Intangible assets | 24,000,000 | ||||||||||
Push Holdings Inc. [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Common stock shares exchange (in Shares) | 35,714,285 | ||||||||||
Goodwill | 4,781,208 | ||||||||||
Other intangible assets | $ 8,250,000 | ||||||||||
Weighted average useful life | 5 years | ||||||||||
Number of common stock acquired (in Shares) | 35,714,285 | ||||||||||
Fair value shares of common stock | $ 14,285,714 | ||||||||||
Push Holdings Inc. [Member] | Business Combination [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Goodwill | 4,781,208 | ||||||||||
Other intangible assets | $ 8,250,000 | ||||||||||
Fixel AI Inc. [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Goodwill | $ 296,882 | ||||||||||
Other intangible assets | $ 4,678,422 | ||||||||||
Exchange for shares (in Shares) | 564,467 | ||||||||||
Fair value per share (in Dollars per share) | $ 8.86 | $ 8.86 | |||||||||
Issued of restricted shares (in Shares) | 564,467 | ||||||||||
Shares issue percentage | 20% | 20% | |||||||||
Share price description | The Shares were issued at a trailing twenty (20) day VWAP of $8.86 per share. | ||||||||||
Weighted average useful life | 5 years | ||||||||||
Number of common stock acquired (in Shares) | 564,467 | ||||||||||
Fair value of shares (in Dollars per share) | $ 8.86 | $ 8.86 | |||||||||
Issued of restricted shares (in Shares) | 564,467 | ||||||||||
VWAP of per share (in Dollars per share) | $ 8.86 | ||||||||||
Fixel AI Inc. [Member] | Business Combination [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Goodwill | $ 296,882 | ||||||||||
Other intangible assets | 4,678,422 | ||||||||||
Rebel AI Inc [Member] | |||||||||||
Business Combination (Details) [Line Items] | |||||||||||
Goodwill | $ 499,836 | ||||||||||
Other intangible assets | $ 6,789,969 | $ 6,789,969 | |||||||||
Fair value per share (in Dollars per share) | $ 6 | ||||||||||
Weighted average useful life | 5 years | 5 years | |||||||||
Total cash consideration | $ 1,126,000 | ||||||||||
Exchanged shares (in Shares) | 1,032,056 | ||||||||||
Shares transaction per shares (in Shares) | 6 | ||||||||||
Shares issued (in Shares) | 1,032,056 | ||||||||||
Restricted shares per shares (in Shares) | 6 | ||||||||||
Goodwill | $ 499,836 | ||||||||||
VWAP of per share (in Dollars per share) | $ 6 | ||||||||||
Total cash consideration | $ 1,126,000 | ||||||||||
Exchange of shares common stock (in Shares) | 1,032,056 | ||||||||||
Restricted shares of common stock (in Shares) | 1,032,056 |
Business Combination (Details)
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Push Holdings, Inc. [Member] | ||
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities [Line Items] | ||
Cash and cash equivalents | $ 574,572 | $ 574,572 |
Restricted cash | 1,025,000 | 1,025,000 |
Accounts receivable, net | 709,053 | 709,053 |
Prepaid expenses and other current assets | 11,940 | 11,940 |
Property, plant and equipment | 225,126 | 225,126 |
Intangible assets | 8,250,000 | 8,250,000 |
Accounts payable | (367,091) | (367,091) |
Accrued expenses and other current liabilities | (424,094) | (424,094) |
Due to parent company | (500,000) | (500,000) |
Goodwill | 4,781,208 | 4,781,208 |
Net assets acquired | 14,285,714 | 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 | 67,167 |
Restricted cash | 10,229 | 10,229 |
Accounts receivable, net | 29,036 | 29,036 |
Prepaid expenses and other current assets | 20,963 | 20,963 |
Property, plant and equipment | ||
Intangible assets | 4,678,422 | 4,678,422 |
Accounts payable | 280 | 280 |
Accrued expenses and other current liabilities | (47,021) | (47,021) |
Deferred revenue | (55,958) | (55,958) |
Goodwill | 296,882 | 296,882 |
Net assets acquired | 5,000,000 | 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 | 7,736 |
Accounts receivable, net | 10,052 | 10,052 |
Prepaid expenses and other current assets | 14,617 | 14,617 |
Property, plant and equipment | 28,236 | 28,236 |
Intangible assets | 6,789,969 | 6,789,969 |
Accrued expenses and other current liabilities | (32,110) | (32,110) |
Goodwill | 499,836 | 499,836 |
Net assets acquired | $ 7,318,336 | $ 7,318,336 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Jan. 27, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2022 | Dec. 15, 2021 | |
Subsequent Events (Details) [Line Items] | |||||
Ownership percentage | 78.50% | ||||
Interests percentage | 100% | ||||
Issuance of shares | 25,080 | ||||
Stockholders percentage | 100% | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Issuance of shares | 26,350,756 | ||||
Common stock shares | 26,350,756 | ||||
Logiq [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Common stock shares | 1 | ||||
GoLogiq [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Common stock shares | 1 |
Intangible Assets, Net (Detai_4
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | |||
Cost beginning | $ 21,603,721 | $ 14,813,752 | |
Additions | 6,789,969 | ||
Cost ending | 21,603,721 | 21,603,721 | |
Amortization | |||
Brought forward | 6,806,525 | 3,077,212 | |
Charge for the period | 2,027,191 | 3,729,313 | |
Accumulated depreciation | 8,833,716 | 6,806,525 | |
Net intangible assets | 12,770,005 | 14,797,196 | $ 11,736,540 |
GoLogiq (fka Lovarra) (Including CreateApp) [Member] | |||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | |||
Cost beginning | 1,885,330 | 1,885,330 | |
Additions | |||
Cost ending | 1,885,330 | 1,885,330 | |
Amortization | |||
Brought forward | 1,396,398 | 1,271,265 | |
Charge for the period | 62,566 | 125,133 | |
Accumulated depreciation | 1,458,964 | 1,396,398 | |
Net intangible assets | 426,366 | 488,932 | 614,065 |
DataLogiq [Member] | |||
Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | |||
Cost beginning | 19,718,391 | 12,928,422 | |
Additions | 6,789,969 | ||
Cost ending | 19,718,391 | 19,718,391 | |
Amortization | |||
Brought forward | 5,410,127 | 1,805,947 | |
Charge for the period | 1,964,625 | 3,604,180 | |
Accumulated depreciation | 7,374,752 | 5,410,127 | |
Net intangible assets | $ 12,343,639 | $ 14,308,264 | $ 11,122,475 |
Intangible Assets, Net (Detai_5
Intangible Assets, Net (Details) - Schedule of estimated future amortization expense of intangible costs - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Estimated Future Amortization Expense Of Intangible Costs Abstract | ||
Remaining of 2022 | $ 2,041,620 | $ 4,068,811 |
2023 | 4,068,811 | 4,068,811 |
2024 | 4,068,811 | 4,068,811 |
2025 | 2,251,265 | 2,251,265 |
2026 and thereafter | 339,498 | 339,498 |
Total | $ 12,770,005 | $ 14,797,196 |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cost as of beginning | $ 253,362 | $ 225,126 | |
Additions | 28,236 | ||
Cost as of ending | 253,362 | 253,362 | |
Amortization | |||
Brought forward as of beginning | 99,389 | 46,565 | |
Charge for the period | 25,413 | 52,824 | |
Accumulated depreciation as of ending | 124,802 | 99,389 | |
Net property and equipment | 128,560 | 153,973 | |
Net property and equipment | 153,973 | $ 178,561 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost as of beginning | 165,957 | 165,957 | |
Additions | |||
Cost as of ending | 165,957 | 165,957 | |
Amortization | |||
Brought forward as of beginning | 67,271 | 33,635 | |
Charge for the period | 16,818 | 33,636 | |
Accumulated depreciation as of ending | 84,089 | 67,271 | |
Net property and equipment | 81,868 | 98,686 | |
Net property and equipment | 98,686 | 132,322 | |
Computer and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Cost as of beginning | 87,405 | 59,169 | |
Additions | 28,236 | ||
Cost as of ending | 87,405 | 87,405 | |
Amortization | |||
Brought forward as of beginning | 32,118 | 12,930 | |
Charge for the period | 8,595 | 19,188 | |
Accumulated depreciation as of ending | 40,713 | 32,118 | |
Net property and equipment | $ 46,692 | 55,287 | |
Net property and equipment | $ 55,287 | $ 46,239 |
Goodwill (Details) - Schedule_2
Goodwill (Details) - Schedule of goodwill - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | |||
Total | $ 5,577,926 | $ 5,577,926 | $ 5,078,090 |
Accumulated impairment losses | |||
Balance at end of period | 5,577,926 | 5,577,926 | 5,078,090 |
Goodwill at cost - Push [Member] | |||
Goodwill [Line Items] | |||
Total | 4,781,208 | 4,781,208 | 4,781,208 |
Goodwill at cost - Fixel [Member] | |||
Goodwill [Line Items] | |||
Total | 296,882 | 296,882 | 296,882 |
Goodwill at cost - Rebel [Member] | |||
Goodwill [Line Items] | |||
Total | $ 499,836 | $ 499,836 |
Accounts Receivable (Details)_3
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Accounts Receivable Abstract | |||
Accounts receivable - gross | $ 2,464,839 | $ 4,121,678 | $ 2,673,113 |
Allowance for doubtful debts | (155,592) | (155,592) | (54,619) |
Accounts receivable - net | 2,309,247 | 3,966,086 | 2,618,494 |
Balance as at beginning of period | 155,592 | 54,619 | 54,619 |
Provision for bad debts | 100,973 | 60,324 | |
Reversal of the provision | (60,324) | ||
Balance at end of period | $ 155,592 | $ 155,592 | $ 54,619 |
Accounts Receivable (Details)_4
Accounts Receivable (Details) - Schedule of Impaired trade receivables - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | $ 2,309,247 | $ 3,966,086 | |
Total, percentage | 100% | 100% | |
Current [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 1,443,763 | $ 2,305,065 | |
Total, percentage | 62.50% | 58.10% | |
1 - 30 days [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 603,980 | $ 1,333,789 | |
Total, percentage | 26.20% | 33.60% | |
31 - 60 days [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 80,152 | $ 97,110 | |
Total, percentage | 3.50% | 2.40% | |
61-90 days [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | 37,007 | $ 125,456 | |
Total, percentage | 1.60% | 3.20% | |
91 and over [Member] | |||
Accounts Receivable (Details) - Schedule of Impaired trade receivables [Line Items] | |||
Total | $ 144,345 | $ 104,666 | |
Total, percentage | 6.30% | 2.70% |
Amount Due from Associate (De_2
Amount Due from Associate (Details) - Schedule of amount due from associate - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Amount Due From Associate Abstract | ||
Amount due from associate | $ 7,208,700 | |
Total | $ 7,208,700 |
Prepayments, Deposit and Othe_4
Prepayments, Deposit and Other Receivables (Details) - Schedule of prepayments deposits and other receivables - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Prepayments Deposits And Other Receivables Abstract | |||
Deposit | $ 452,151 | $ 400,801 | $ 60,000 |
Prepayments | 198,599 | 403,210 | 144,567 |
Prepayments, deposit and other receivables | $ 650,750 | $ 804,011 | $ 206,443 |
Accruals and Other Payable (Det
Accruals and Other Payable (Details) - Schedule of accruals and other payable - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Accruals And Other Payable Abstract | ||
Accruals | $ 1,807,996 | $ 1,804,131 |
Total payables | $ 1,807,996 | $ 1,804,131 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of statutory rates and tax rate | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Statutory Rates And Tax Rate Abstract | |||||
U.S. statutory tax rate | 21% | 39.80% | 39.80% | 21% | 21% |
Effective tax rate | 21% | 21% | 21% |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of effective rates to net income (loss) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Effective Rates To Net Income Loss Abstract | ||||||
Net Profit/(Loss) for the year | $ (10,441,365) | $ (9,057,384) | $ 733,721 | $ (255,693) | $ (20,126,787) | $ (14,509,669) |
Statutory and effective tax rates | 39.80% | 39.80% | ||||
Expected income tax expenses (recovery) based on effective rate | $ 292,201 | $ (101,765) | ||||
Tax losses carryforward deferred | (292,201) | 101,765 | ||||
Corporate Income Tax expenses (recovery) recognized in the accounts |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of net operating loss - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Net Operating Loss Abstract | |||||
Net operating loss carryforward | $ 2,619,205 | $ 3,352,926 | |||
Accruals and reserves | |||||
Total | $ 2,619,205 | $ 3,352,926 | |||
Statutory tax rate | 21% | 39.80% | 39.80% | 21% | 21% |
Deferred tax assets | $ 1,042,444 | $ 1,334,465 | |||
Valuation allowance | (1,042,444) | (1,334,465) | |||
Net deferred tax asset |
(Loss) Per Share (Details) - _2
(Loss) Per Share (Details) - Schedule of basic and diluted earnings per common share - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator - basic and diluted | ||||
Net (Loss) | $ (6,460,841) | $ (4,975,635) | $ (10,441,365) | $ 9,057,384 |
Denominator | ||||
Weighted average number of common shares outstanding - basic and diluted | 32,620,160 | 18,577,937 | 29,511,254 | 17,090,133 |
(Loss) per common share - basic and diluted | $ (0.1981) | $ (0.2678) | $ (0.3538) | $ 0.53 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of operating lease liabilities - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Operating Lease Liabilities Abstract | |||
Cash paid for operating lease liabilities | $ 208,304 | $ 367,200 | $ 367,200 |
Remaining lease term | 6 months | 1 years | |
Discount rate | 1.50% | 1.50% | 1.50% |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of future minimum lease payments under the non-cancellable operating lease agreements - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Future Minimum Lease Payments Under The Non Cancellable Operating Lease Agreements Abstract | ||
2022 | $ 105,000 | $ 91,800 |
Less imputed interest | (458) | (229) |
Total lease liability | $ 104,542 | $ 91,571 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of segment information - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Logiq (Delaware) [Member] | ||||
Logiq (Delaware) | ||||
Segment operating income | $ 2,843,685 | $ 5,284,813 | ||
Other corporate expenses, net | 1,764,522 | 6,504,374 | $ 1,507,992 | 11,774,679 |
Total operating (loss) income | (1,764,522) | (3,660,689) | (1,507,992) | (6,489,866) |
Lovarra (including CreateApp) [Member] | ||||
Logiq (Delaware) | ||||
Segment operating income | 1,633,375 | 4,942,392 | ||
Other corporate expenses, net | 2,280,192 | 6,979,832 | ||
Total operating (loss) income | (646,817) | (2,037,440) | ||
Logiq (Nevada) incl DataLogiq [Member] | ||||
Logiq (Delaware) | ||||
Segment operating income | 3,316,601 | 5,460,302 | 8,112,968 | 11,099,486 |
Other corporate expenses, net | 7,366,103 | 6,775,248 | 15,008,901 | 13,667,004 |
Total operating (loss) income | (4,049,502) | (1,314,946) | (6,895,933) | (2,567,518) |
Consolidated [Member] | ||||
Logiq (Delaware) | ||||
Segment operating income | 4,949,976 | 8,303,987 | 13,055,360 | 16,384,299 |
Other corporate expenses, net | 11,410,817 | 13,279,622 | 23,496,725 | 25,441,683 |
Total operating (loss) income | $ (6,460,841) | $ (4,975,635) | $ (10,441,365) | $ (9,057,384) |
Geographical Information (Det_2
Geographical Information (Details) - Schedule of revenue by geographical region - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Geographical Information (Details) - Schedule of revenue by geographical region [Line Items] | |||||||
Total revenue | $ 4,949,976 | $ 8,303,987 | $ 13,055,360 | $ 16,384,299 | $ 37,346,859 | $ 37,910,393 | $ 34,648,621 |
Total revenue, percentage | 100% | 100% | 100% | 100% | 100% | 100% | 100% |
Southeast Asia [Member] | |||||||
Geographical Information (Details) - Schedule of revenue by geographical region [Line Items] | |||||||
Total revenue | $ 1,658,301 | $ 1,421,843 | $ 4,056,484 | $ 2,642,407 | $ 7,170,190 | $ 12,109,193 | $ 25,988,621 |
Total revenue, percentage | 33.50% | 17.10% | 31.10% | 16.10% | 19.20% | 31.90% | 75% |
EU [Member] | |||||||
Geographical Information (Details) - Schedule of revenue by geographical region [Line Items] | |||||||
Total revenue | $ 829,150 | $ 710,921 | $ 2,028,242 | $ 1,321,203 | $ 3,585,095 | $ 5,570,000 | $ 5,888,800 |
Total revenue, percentage | 16.80% | 8.60% | 15.50% | 8.10% | 9.60% | 14.70% | 17% |
South Korea [Member] | |||||||
Geographical Information (Details) - Schedule of revenue by geographical region [Line Items] | |||||||
Total revenue | $ 497,490 | $ 426,553 | $ 1,216,945 | $ 792,722 | $ 2,151,056 | $ 3,770,000 | $ 2,771,200 |
Total revenue, percentage | 10.10% | 5.10% | 9.30% | 4.80% | 5.80% | 9.90% | 8% |
Africa [Member] | |||||||
Geographical Information (Details) - Schedule of revenue by geographical region [Line Items] | |||||||
Total revenue | $ 331,660 | $ 284,369 | $ 811,297 | $ 528,481 | $ 1,434,038 | $ 961,200 | |
Total revenue, percentage | 6.70% | 3.40% | 6.20% | 3.20% | 3.80% | 2.50% | |
North America [Member] | |||||||
Geographical Information (Details) - Schedule of revenue by geographical region [Line Items] | |||||||
Total revenue | $ 1,633,375 | $ 5,460,302 | $ 4,942,392 | $ 11,099,486 | $ 23,006,480 | $ 15,500,000 | |
Total revenue, percentage | 33% | 65.80% | 37.90% | 67.80% | 61.60% | 40.90% |
Business Combination (Details_2
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Push Holdings Inc. [Member] | ||
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities [Line Items] | ||
Cash and cash equivalents | $ 574,572 | $ 574,572 |
Restricted cash | 1,025,000 | 1,025,000 |
Accounts receivable, net | 709,053 | 709,053 |
Prepaid expenses and other current assets | 11,940 | 11,940 |
Property, plant and equipment | 225,126 | 225,126 |
Intangible assets | 8,250,000 | 8,250,000 |
Accounts payable | (367,091) | (367,091) |
Accrued expenses and other current liabilities | (424,094) | (424,094) |
Due to parent company | (500,000) | (500,000) |
Goodwill | 4,781,208 | 4,781,208 |
Net assets acquired | 14,285,714 | 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 | 67,167 |
Restricted cash | 10,229 | 10,229 |
Accounts receivable, net | 29,036 | 29,036 |
Prepaid expenses and other current assets | 20,963 | 20,963 |
Property, plant and equipment | ||
Intangible assets | 4,678,422 | 4,678,422 |
Accounts payable | 280 | 280 |
Accrued expenses and other current liabilities | (47,021) | (47,021) |
Deferred revenue | (55,958) | (55,958) |
Goodwill | 296,882 | 296,882 |
Net assets acquired | 5,000,000 | 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 | 7,736 |
Accounts receivable, net | 10,052 | 10,052 |
Prepaid expenses and other current assets | 14,617 | 14,617 |
Property, plant and equipment | 28,236 | 28,236 |
Intangible assets | 6,789,969 | 6,789,969 |
Accrued expenses and other current liabilities | (32,110) | (32,110) |
Goodwill | 499,836 | 499,836 |
Net assets acquired | $ 7,318,336 | 7,318,336 |
Lovarra Inc. [Member] | ||
Business Combination (Details) - Schedule of fair values of assets acquired and liabilities [Line Items] | ||
Intangible assets | 24,000,000 | |
Goodwill | 7,500,000 | |
Net assets acquired | $ 31,500,000 |