Logiq (LGIQ) 10-Q 12 Aug 14 2014 Q2 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 12, 2014
Share subscriptions received	'	'
Entity Registrant Name	'Seratosa Inc.	'
Entity Central Index Key	'0001335112	'
Document Type	'10-Q	'
Document Period End Date	30-Jun-14	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Is Entity a Well-known Seasoned Issuer?	'No	'
Is Entity a Voluntary Filer?	'No	'
Is Entity's Reporting Status Current?	'Yes	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	520,271
Document Fiscal Period Focus	'Q2	'
Document Fiscal Year Focus	'2014	'

CONDENSED_BALANCE_SHEETS

CONDENSED BALANCE SHEETS (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets	'	'
Cash and cash equivalents	$304,023	$296,916
Total current assets	304,023	296,916
Total assets	304,023	296,916
CURRENT LIABILITIES	'	'
Convertible Debentures	369,977	392,911
Accounts payable and other accruals	35,000	43,000
Total current liabilities	404,977	435,911
Total liabilities	404,977	435,911
STOCKHOLDERS' EQUITY	'	'
Common stock Authorized 10,000,000,000 shares at par value of $ 0.00001 each Issued and outstanding 11,623,200 shares as of June 30, 2014 and 429,317 shares as of December 31, 2013	138,720	138,719
Additional paid-in capital	36,028,851	35,900,419
Subscriptions received	1,765,855	1,765,855
Accumulated deficit	-38,034,381	-37,943,988
Total stockholders' equity	-100,954	-138,995
Total liabilities and stockholders' equity	$304,023	$296,916

CONDENSED_BALANCE_SHEETS_Paren

CONDENSED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Common Stock	'	'
Common Stock Shares Authorized	10,000,000,000	10,000,000,000
Common Stock Shares Par Value	$0.00	$0.00
Common Stock Shares Issued	11,623,200	429,317
Common Stock Shares Outstanding	11,623,200	429,317

CONDENSED_STATEMENTS_OF_OPERAT

CONDENSED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement [Abstract]	'	'	'	'
Service Revenue	$928,570	$806,700	$1,717,590	$1,690,573
Cost of Service	536,260	802,940	1,079,155	1,432,054
Gross Profit (Loss)	392,310	3,760	638,435	258,519
Operating Expenses	'	'	'	'
General and Administrative	450,419	504,425	728,828	710,857
Depreciation	0	833	0	1,667
Total Operating Expenses	450,419	505,258	728,828	712,523
Income (Loss) from Operations	-58,109	-501,498	-90,393	-454,004
Provision for income taxes	0	0	0	0
Net Income (Loss)	($58,109)	($501,498)	($90,393)	($454,004)
Net Income (Loss) per common share - basic and fully diluted:	($0.01)	($26)	($0.03)	($34)
Weighted average number of basic and fully diluted common shares outstanding	6,115,085	19,094	3,524,519	13,316

CONDENSED_STATEMENTS_OF_CASH_F

CONDENSED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operations:	'	'
Loss from continuing operations	($90,393)	($438,449)
Adjustment to reconcile gain/net loss to net cash used in operating activities:	'	'
Depreciation expense	0	1,667
Share issuance expense pursuant to software purchase	105,500	0
Changes in operating assets and liabilities:	'	'
Accounts payable and other accruals	-8,000	318,000
Net cash used in operations	7,107	-118,783
Investment activities:	'	'
Net cash provided by / (used in) investment activities	0	0
Financing activities:	'	'
Share subscriptions received	0	0
Convertible debentures received	0	170,000
Net cash provided by financing activities	0	170,000
Net (decreased) / increased in cash	7,107	51,217
Balances per prior period balance sheet	296,916	464,349
Ending balances	304,023	515,565
Non-cash transactions	'	'
Conversion of convertible debenture to equity	$20,434	$300,198

NOTE_1_BASIS_OF_PRESENTATION_G

NOTE 1 - BASIS OF PRESENTATION - GOING CONCERN	6 Months Ended
	Jun. 30, 2014
Note 1 - Basis Of Presentation - Going Concern	'
NOTE 1 - BASIS OF PRESENTATION - GOING CONCERN	'
	1. BASIS OF PRESENTATION – GOING CONCERN
	The Company specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions. Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.
	The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees including revenue shares. The Company currently hosts three existing e-commerce solutions.
	These financial statements of Seratosa Inc. (the “Company”) have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.
	The Company experienced losses since January 1, 2011 and has negative working capital as of June 30, 2014, which raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations. There are no assurances that the Company will be successful in achieving these goals.
	The Company believes that it can continue to receive revenues from its customers. The Company expects to continue utilizing its efficient cost structure by sourcing personnel in Asia for servicing its customers. In order to accelerate the growth of the Company, it will also consider raising additional funding from investors.
	These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.
	We have prepared the unaudited condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim periods. The unaudited condensed financial statements included herein reflect all normal recurring adjustments, which are, in the opinion of our management, necessary to state fairly the results of operations and financial position for the periods presented. The results for the three month period ended June 30, 2014 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2014 or for any interim or future period.
	These unaudited condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

NOTE_2_SUMMARY_OF_SIGNIFICANT_

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Use of Estimates
	The preparation of the Company’s consolidated 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.
	CERTAIN RISKS AND UNCERTAINTIES
	The Company relies on leased hardware and software from third parties to offer its e-commerce solutions and services. Management believes that alternate sources are available; however, disruption or termination of these relationships could adversely affect our operating results in the near-term.
	Cash and Cash Equivalents
	Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.
	RECLASSIFICATION
	Certain prior year amounts have been reclassified to conform with the current year presentation.
	STOCK-BASED COMPENSATION
	The Company accounts for stock based compensation by recognizing the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock options issued in lieu of cash to non-employees for services performed are recorded at the fair value of the options at the time they are issued and are expensed as service is provided.
	Loss Per Share
	Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period, including vested and unvested stock options that are in the money.
	Fair Value of Financial Instruments
	The Company’s financial instruments consist of cash, accounts payable and other current liabilities. The carrying values of financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.
	REVENUE RECOGNITION
	The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed.
	COST OF SERVICE
	Cost of service results from sourcing technical and engineering personnel in Asia on an hourly or project basis in order to develop e-commerce solutions and provide ongoing hosting services to individual customers. The Company utilizes an outsourced staffing firm with offices in Asia.
	CAPITALIZATION OF SOFTWARE
	The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. Development cost of various platforms is being expensed. The Company cannot separate internal cost on a reasonably cost-effective basis between maintenance and upgrades, and cannot assess the ongoing value of its various projects, thus all project costs are expensed as such costs are incurred.
	New Accounting Pronouncements
	In June 2011, the FASB issued ASU 2011-05, Presentation on Comprehensive Income. ASU 2011-05 provides guidance that allows companies the option of how to present the components of, and a total, for net income, the components of, and a total, for other comprehensive income, and a total for comprehensive income as either one continuous statement of comprehensive income or in two separate but consecutive statements. There will no longer be the option to present items of other comprehensive income in the statement of stockholders' equity.
	There were various other accounting standards and interpretations recently issued, none of which is expected to have a material impact on the Company's financial position, operations or cash flows.

NOTE_3_STOCKHOLDERS_DEFICIT

NOTE 3 - STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
NOTE 3 - STOCKHOLDERS' DEFICIT	'
	3. STOCKHOLDERS’ DEFICIT
	Common Shares
	Authorized common shares of the Company consist of 10,000,000,000 shares with a par value of $0.00001 each.
	Debt-to-Equity Conversions
	From April 1, 2014 through June 30, 2014, $20,434 in principal pursuant to convertible debenture notes was converted by note holders into 622,014 shares of the Company’s common stock.
	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 OTCQB on the last trading day before the date of grant. The stock options generally vest on a monthly basis over a two-year to three-year period, and have a five year life.
	The Stock Option Plan allows for the issuance of stock options, stock awards, or other incentives. An aggregate of 25,000,000 shares are authorized under the Stock Option Plan. As of June 30, 2014, there are 24,750,000 shares reserved for future grants under the Stock Option Plan.
	Stock-Based Compensation
	A summary of the Company’s stock option activity during the three months ended June 30, 2014 is presented below:
		Number of options	Weighted Average Exercise Price	Weighted Average Grant-date Fair Value	Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
	Options Outstanding, March 31, 2014	250,000	0.6
				2.8	1.4	$0
	Options Outstanding, June 30, 2014	250,000	0.6
				2.8	1.2	$0
	All options outstanding are fully vested as of June 30, 2014. No new options were granted during the three months ended June 30, 2014.
	The 250,000 options outstanding as of June 30, 2014 have a weighted average remaining contractual term of 1.2 years.

NOTE_4_RELATED_PARTY_TRANSACTI

NOTE 4 - RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2014
Related Party Transactions [Abstract]	'
NOTE 4 - RELATED PARTY TRANSACTIONS	'
	4. RELATED PARTY TRANSACTIONS
	Accounts payable and other accruals include $18,000 of accrued salaries due to the Company’s Chief Executive Officer as of June 30, 2014 compared to $15,000 as of March 31, 2014.

NOTE_5_SUBSEQUENT_EVENTS

NOTE 5 - SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2014
Subsequent Events [Abstract]	'
NOTE 5 - SUBSEQUENT EVENTS	'
	5. SUBSEQUENT EVENTS
	In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, we have evaluated significant events and transactions that occurred after June 30, 2014 through the date of the condensed consolidated financial statements were issued and filed with this Form 10-Q. During the period, the Company did not have any material recognizable subsequent events.

NOTE_2_SUMMARY_OF_SIGNIFICANT_1

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2014
Accounting Policies [Abstract]	'
USE OF ESTIMATES	'
	Use of Estimates
	The preparation of the Company’s consolidated 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.
CERTAIN RISKS AND UNCERTAINTIES	'
	CERTAIN RISKS AND UNCERTAINTIES
	The Company relies on leased hardware and software from third parties to offer its e-commerce solutions and services. Management believes that alternate sources are available; however, disruption or termination of these relationships could adversely affect our operating results in the near-term. The Company currently has two customers who provide all of the Company’s recurring revenue. Loss of any one of these customers would have a significant impact on the Company’s revenue.
CASH AND CASH EQUIVALENTS	'
	Cash and Cash Equivalents
	Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.
RECLASSIFCATION	'
	RECLASSIFCATION
	Certain prior year amounts have been reclassified to conform with the current year presentation.
STOCK-BASED COMPENSATION	'
	STOCK-BASED COMPENSATION
	The Company accounts for stock based compensation by recognizing the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock options issued in lieu of cash to non-employees for services performed are recorded at the fair value of the options at the time they are issued and are expensed as service is provided.
LOSS PER SHARE	'
	Loss Per Share
	Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period, including vested and unvested stock options that are in the money.
FAIR VALUE OF FINANCIAL INSTRUMENTS	'
	Fair Value of Financial Instruments
	The Company’s financial instruments consist of cash, accounts payable, interest payable, shareholder loans and other current liabilities. The carrying values of financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.
REVENUE RECOGNITION	'
	REVENUE RECOGNITION
	The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers. The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable. We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed.
COST OF SERVICE	'
	COST OF SERVICE
	Cost of service results from sourcing technical and engineering personnel in Asia on an hourly or project basis in order to develop e-commerce solutions and provide ongoing hosting services to individual customers. The Company utilizes an outsourced staffing firm with offices in Asia.
CAPITALIZATION OF SOFTWARE	'
	CAPITALIZATION OF SOFTWARE
	The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle. Development cost of various platforms is being expensed. The Company cannot separate internal cost on a reasonably cost-effective basis between maintenance and upgrades, and cannot assess the ongoing value of its various projects, thus all project costs are expensed as such costs are incurred.
NEW ACCOUNTING PRONOUNCEMENTS	'
	New Accounting Pronouncements
	In June 2011, the FASB issued ASU 2011-05, Presentation on Comprehensive Income. ASU 2011-05 provides guidance that allows companies the option of how to present the components of, and a total, for net income, the components of, and a total, for other comprehensive income, and a total for comprehensive income as either one continuous statement of comprehensive income or in two separate but consecutive statements. There will no longer be the option to present items of other comprehensive income in the statement of stockholders' equity.
	There were various other accounting standards and interpretations recently issued, none of which is expected to have a material impact on the Company's financial position, operations or cash flows.

NOTE_3_STOCKHOLDERS_EQUITY_DEF

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT) (Tables)	6 Months Ended
	Jun. 30, 2014
Equity [Abstract]	'
Schedule of Stock Options Activity	'
		Number of options	Weighted Average Exercise Price	Weighted Average Grant-date Fair Value	Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
	Options Outstanding, March 31, 2014	250,000	0.6
				2.8	1.4	$0
	Options Outstanding, June 30, 2014	250,000	0.6
				2.8	1.2	$0

NOTE_2_SUMMARY_OF_SIGNIFICANT_2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Note 2 - Summary Of Significant Accounting Policies Details Narrative	'	'
Estimated useful life of equipment, min	'3 years	'
Estimated useful life of equipment, max	'5 years	'
Common shares outstanding	11,623,200	429,317

NOTE_3_SCHEDULE_OF_STOCK_OPTIO

NOTE 3 - SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) (USD $)	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Weighted Average Remaining Contractual Life (Years), Options Outstanding	'1 year 3 months	'1 year 5 months
Options Outstanding	'	'
Number of Options, instant	250,000	250,000
Weighted Average Exercise Price, Options Outstanding, instant	0.6	0.6
Weighted Average Grant-date Fair Value, Options Outstanding, instant	2.8	2.8
Aggregate Intrinsic Value, Options Outstanding, instant	0	0

NOTE_3_STOCKHOLDERS_EQUITY_DEF1

NOTE 3 - STOCKHOLDERS' EQUITY (DEFICIT) (Details Narrative) (USD $)	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013
Note 3 - Stockholders Equity Deficit Details Narrative	'	'	'
Common Stock Shares Authorized	10,000,000,000	'	10,000,000,000
Common Stock Shares Par Value	$0.00	'	$0.00
Debt converted to shares	$20,434	'	'
Shares issued from debt converted	622,014	'	'
Shares authorized under the Stock Option Plan	25,000,000	'	'
Shares reserved for future grants under the Stock Option Plan	24,750,000	'	'
Options outstanding	250,000	'	'
Weighted Average Remaining Contractual Life (Years), Options Outstanding	'1 year 3 months	'1 year 5 months	'
New options granted	0	'	'

NOTE_4_RELATED_PARTY_TRANSACTI1

NOTE 4 - RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Jun. 30, 2014	Mar. 31, 2014
Related Party Transactions [Abstract]	'	'
Accrued salaries	$18,000	$15,000