Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 11, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | GoLogiq, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 36,540,029 | |
Amendment Flag | false | |
Entity Central Index Key | 0001746278 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-231286 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 35-2618297 | |
Entity Address, Address Line One | 85 Broad Street | |
Entity Address, Address Line Two | 16-079 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10004 | |
City Area Code | (808) | |
Local Phone Number | 829-1057 | |
Entity Interactive Data Current | Yes |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | ||
Intangible assets, net | 24,000,000 | |
Goodwill | 7,500,000 | |
Prepaid expenses and deposits | 272,151 | 350 |
Total Assets | 31,772,151 | 350 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 48,560 | 20,500 |
Due to a related party | 621,221 | 22,493 |
Total Liabilities | 669,781 | 42,993 |
STOCKHOLDER’S FUNDS (DEFICIT) | ||
Common Stock Authorized: 200,000,000 shares of common stock, $0.001 par value; 35,801,756 and 5,731,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 35,802 | 5,731 |
Preferred Stock Authorized: 10,000,000 shares of preferred stock; 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | ||
Capital reserves | 31,500,000 | |
Additional paid-in capital | 1,669,615 | 17,234 |
Share subscriptions receivable | (58) | (58) |
Deficit | (2,102,989) | (65,550) |
Total Stockholder’s Funds (Deficit) | 31,102,370 | (42,643) |
TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS | $ 31,772,151 | $ 350 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 35,801,756 | 5,731,000 |
Common stock, shares outstanding | 35,801,756 | 5,731,000 |
Preferred stock, share authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Service Revenue | $ 1,633,375 | $ 4,942,392 | ||
Cost of Service | 873,072 | 3,108,413 | ||
Gross Profit | 760,303 | 1,833,979 | ||
Operating Expenses | ||||
Depreciation and amortization | 31,283 | 62,566 | ||
General and administrative | 400,838 | 1,795 | 1,738,353 | 7,015 |
Sales and Marketing | 5,000 | |||
Research and development | 975,000 | 2,065,500 | ||
Total Operating Expenses | 1,407,121 | 1,795 | 3,871,419 | 7,015 |
Net (Loss) and Comprehensive (Loss) | $ (646,817) | $ (1,795) | $ (2,037,440) | $ (7,015) |
Basic and Diluted Net (Loss) per Common Share (in Dollars per share) | $ (0.018) | $ 0 | $ (0.065) | $ (0.001) |
Weighted Average Number of Common Shares Outstanding (in Shares) | 35,706,152 | 5,731,000 | 31,197,058 | 5,731,000 |
Statements of Operations and _2
Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Basic and Diluted Net (Loss) per Common Share (in Dollars per share) | $ (0.018) | $ 0 | $ (0.065) | $ (0.001) |
Weighted Average Number of Common Shares Outstanding (in Shares) | 35,706,152 | 5,731,000 | 31,197,058 | 5,731,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | $ (2,037,440) | $ (7,015) |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense and deposits | (271,801) | 70 |
Accounts payable and accrued liabilities | 28,060 | 1,618 |
Due to related party | 598,729 | 650 |
Issuance of shares for service received | 936,250 | |
Net Cash (Used in) Operating Activities | (1,682,452) | (4,677) |
INVESTING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 746,202 | |
Net Cash Provided by Investing Activities | 746,202 | |
Change in Cash | (936,250) | (4,677) |
Cash, Beginning of Year | 4,677 | |
Cash, End of Period | (936,250) | |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | $ 936,250 |
Statements of Stockholder_s Equ
Statements of Stockholder’s Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Capital Reserves | Share Subscription Receivable | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 5,731 | $ 17,176 | $ (37,750) | $ (14,843) | ||
Balance (in Shares) at Dec. 31, 2020 | 5,731,000 | |||||
Net (loss) for the period | (5,220) | (5,220) | ||||
Balance at Mar. 31, 2021 | $ 5,731 | 17,176 | (42,970) | (20,063) | ||
Balance (in Shares) at Mar. 31, 2021 | 5,731,000 | |||||
Balance at Dec. 31, 2020 | $ 5,731 | 17,176 | (37,750) | (14,843) | ||
Balance (in Shares) at Dec. 31, 2020 | 5,731,000 | |||||
Net (loss) for the period | (7,015) | |||||
Balance at Jun. 30, 2021 | $ 5,731 | 17,176 | (44,765) | (21,858) | ||
Balance (in Shares) at Jun. 30, 2021 | 5,731,000 | |||||
Balance at Mar. 31, 2021 | $ 5,731 | 17,176 | (42,970) | (20,063) | ||
Balance (in Shares) at Mar. 31, 2021 | 5,731,000 | |||||
Net (loss) for the period | (1,795) | (1,795) | ||||
Balance at Jun. 30, 2021 | $ 5,731 | 17,176 | (44,765) | (21,858) | ||
Balance (in Shares) at Jun. 30, 2021 | 5,731,000 | |||||
Balance at Dec. 31, 2021 | $ 5,731 | 17,234 | (58) | (65,550) | (42,643) | |
Balance (in Shares) at Dec. 31, 2021 | 5,731,000 | |||||
Issuance of Shares for share exchange | $ 26,351 | 1,023,344 | 31,500,000 | 32,549,695 | ||
Issuance of Shares for share exchange (in Shares) | 26,350,756 | |||||
Issuance of Shares for services | $ 3,120 | (3,120) | ||||
Issuance of Shares for services (in Shares) | 3,120,000 | |||||
Net (loss) for the period | (1,390,623) | (1,390,623) | ||||
Balance at Mar. 31, 2022 | $ 35,202 | 1,037,458 | 31,500,000 | (58) | (1,456,173) | 31,116,429 |
Balance (in Shares) at Mar. 31, 2022 | 35,201,756 | |||||
Balance at Dec. 31, 2021 | $ 5,731 | 17,234 | (58) | (65,550) | (42,643) | |
Balance (in Shares) at Dec. 31, 2021 | 5,731,000 | |||||
Net (loss) for the period | (2,037,440) | |||||
Balance at Jun. 30, 2022 | $ 35,802 | 1,669,616 | 31,500,000 | (58) | (2,102,991) | 31,102,370 |
Balance (in Shares) at Jun. 30, 2022 | 35,801,756 | |||||
Balance at Mar. 31, 2022 | $ 35,202 | 1,037,458 | 31,500,000 | (58) | (1,456,173) | 31,116,429 |
Balance (in Shares) at Mar. 31, 2022 | 35,201,756 | |||||
Issuance of Shares | $ 600 | 632,158 | 632,758 | |||
Issuance of Shares (in Shares) | 600,000 | |||||
Net (loss) for the period | (646,817) | (646,817) | ||||
Balance at Jun. 30, 2022 | $ 35,802 | $ 1,669,616 | $ 31,500,000 | $ (58) | $ (2,102,991) | $ 31,102,370 |
Balance (in Shares) at Jun. 30, 2022 | 35,801,756 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Business and Continuance of Operations [Abstract] | |
Nature of Business and Continuance of Operations | Note 1 – Nature of Business and Continuance of Operations GoLogiq, Inc. (formerly known as Lovarra) (the “Company”) was incorporated on January 29, 2018 under the laws of the State of Nevada. As of December 31, 2021, the Company was a shell company focused on software application development, including an expense and income tracker and a physical wallet with a lock that can be opened via Bluetooth linked by a user application. On January 27, 2022, the Company completed the acquisition of the business segment of CreateApp from Logiq Inc. (a fully reporting public company) (“Logiq”). As a result, the Company’s results of operations for the three- and six-month periods ended June 30, 2022 include the operations of CreateApp. On May 9, 2022, the Company changed its name from Lovarra to GoLogiq, Inc. with the Secretary of State of the State of California, and on June 9, 2022, the Company’s common stock began trading on the OTC Markets marketplace under the Company’s new name, GoLogiq, Inc., and the new ticker symbol “GOLQ.” As of June 30, 2022, Logiq controlled approximately 86.2% of the Company’s outstanding shares of common stock and voting power of the Company’s outstanding securities. As the Company is a majority-owned and controlled subsidiary of Logiq, its results of operations and financial position are consolidated with Logiq’s financial statements for the period ended June 30, 2022. As a result of the CreateApp acquisition, the Company is no longer a shell company (as defined in Rule 12b-2 of the Act), and the Company’s primary business is now that of the CreateApp business. As a result of the CreateApp business acquisition, the Company now offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for their clients globally. The Company’s solutions are provided through its core platform, operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web. The Company’s CreateApp platform enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing CreateApp, which is a platform that is offered as a Platform as a Service (“PaaS”). The Company provides its PaaS to SMBs in a wide variety of industry sectors. Management believes the assumptions underlying the condensed financial statements are reasonable. However, the amounts recorded for the Company’s related party transactions with Logiq and its consolidated subsidiaries may not be considered arm’s length with an unrelated third party. Therefore, the condensed financial statements included herein may not necessarily reflect the results of operations, financial position and cash flows had the Company engaged in such transactions with an unrelated third party during all periods presented. Accordingly, the Company’s historical financial information is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future, if and when the Company contracts at arm’s length with unrelated third parties for products and services the Company receives from and provides to Logiq. Going Concern These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to support operations, and the attainment of profitable operations. During the six months ended June 30, 2022, the Company had service revenues of CreateApp in the amount of $4,942,392 and had negative cash flows from operating activities. As of June 30, 2022, the Company had an accumulated deficit of $(2,102,989). These factors raise substantial doubt upon the Company’s ability to continue as a going concern. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn and increased inflation in the United States. The impact on the Company was significant for the three months ended June 30, 2022 and also full year fiscal 2021, but management continues to monitor the situation as more of the population in the region where we operate is vaccinated and business has begun returning to some normality. In addition, many of our customers are working remotely, which may delay the timing of new business and implementations of our services. If COVID-19 and/or inflation continues to have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall financial performance could be harmed. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. Use of Estimates and Judgments The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Loss Per Share The Company computes income (loss) per share in accordance with ASC 260 “ Earnings per Share Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes As of June 30, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions. Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist of cash, accounts payable and accrued liabilities, and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters” Comprehensive Loss ASC 220, “ Comprehensive Income Intangible assets. The Company’s intangible assets consist of its proprietary software platform and technologies, namely CreateApp and AtoZ PAY/GO, which is amortized using the straight-line method over five years, commencing April 1, 2022. Recent Accounting Pronouncements In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions As of June 30, 2022, the Company owed $22,493 (2021: $22,493) to its former Chief Executive Officer and Director of the Company. The amount owing is unsecured, non-interest bearing, and due on demand. As of June 30, 2022, the Company owed $598,728 (2021: $ nil On January 27, 2022, the Logiq completed the transfer of its AppLogiq business to the Company. In connection with the completion of the transfer of AppLogiq to the Company, the Company issued 26,350,756 shares of its common shares to Logiq (the “GoLogiq Shares”). Logiq will hold the GoLogiq Shares until it distributes 100% of the GoLogiq Shares to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of GoLogiq), which distribution was completed on July 27, 2022. See Note 12 – Subsequent Events for additional information regarding the distribution. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination On January 27, 2022, the Company acquired substantially all the CreateApp assets from Logiq in exchange for 26,350,756 of the Company’s common shares at a price per share of $1.195411 (par value $0.001). The fair value of the common shares at the close of the transaction was $31,500,000, as determined by a valuation of the business. The acquisition of substantially all the CreateApp assets from Logiq was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of CreateApp’s historical operations included in the Company’s consolidated financial statements from January 1, 2022. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed. During the six-month period ended June 30, 2022, the Company acquired substantially all of the CreateApp assets from Logiq. The fair value of assets acquired assumed were as follows: ($) 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 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 the Company would have paid if the Company 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 the 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 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 CreateApp assets. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the six months ended June 30, 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. |
Bank Account Arrangement
Bank Account Arrangement | 6 Months Ended |
Jun. 30, 2022 | |
Bank Account Arrangement [Abstract] | |
Bank Account Arrangement | Note 5 – Bank Account Arrangement As part of the transitional arrangements, the Company is able to utilize the GoLogiq bank account in Logiq, Inc. for its operational activities. |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder’s Equity | Note 6 – Stockholder’s Equity Issuance of Common Stock During the period from January 1, 2022 to March 31, 2022, a total of 29,470,756 shares with par value $0.001 per share were issued to various stockholders. During the period from April 1, 2022 to June 30, 2022, a total of 600,000 shares with par value $0.001 per share were issued to various stockholders. Stock-Based Compensation During the three months ended March 31, 2022, a total of 3,120,000 shares with par value of $0.001 per share were issued for consultancy services received, including shares issued to directors, operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled Issuance of Common Stock,” above. During the three months ended June 30, 2022, a total of 600,000 shares with par value of $0.001 per share were issued for consultancy services received, including shares issued to operational staff, and legal consultants, which shares are included in the aggregate number of shares of common stock issued in the same period, as disclosed in the section entitled Issuance of Common Stock,” above. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events Creation of Series A Preferred Stock On July 26, 2022, the Company filed a Certificate of Designation of Series A Preferred Stock (the “COD”) with the Secretary of State of the State of Nevada to designate 2,000,000 of the Company’s authorized shares of preferred stock as Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”), which COD sets forth the rights, preferences and limitations of the shares of the Series A Preferred. In accordance with the Company’s amended and restated articles of incorporation, the Company’s board of directors approved the COD and creation of the Series A Preferred; stockholder approval was not required. A summary of the material rights, preferences and limitations of the Series A Preferred, as set forth in the COD, is set forth below. Rank pari passu Dividends Liquidation Rights Voting Rights Conversion th In the event of (i) an initial public offering of a subsidiary of the Company or (ii) a significant acquisition of a business or assets in a transaction value equal to or greater than $5,000,000 (the “Premium Triggering Events”) during the Holding Period, the Conversion Ratio shall automatically increase such that each share of Series A Preferred shall be convertible, at the option of the holder thereof, at any time and from time to time thereafter, into three (3) shares of Company common stock. No fractional shares of common stock shall be issued upon conversion of the Series A Preferred. In lieu of any fractional shares to which a holder would otherwise be entitled, the number of shares of common stock to be issued upon conversion of the Series A Preferred shall be rounded to the nearest whole share. In the event of a conversion, any shares of Series A Preferred that were converted into Company common stock shall be retired and cancelled, and may not be reissued as shares of such series. Redemption Sale of Series A Preferred shares On July 26, 2022 the Company sold and issued an aggregate of 2,000,000 shares of newly created Series A Preferred of the Company to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share). The Series A Preferred Stock issued to each such member of management shall be subject to a repurchase option and shall vest 25% at issuance and the remaining 75% shall vest in equal monthly installments over a period of twelve (12) months from the date of issuance, provided such person provides continued service to the Company during such period. Completion of Logiq Spin Off of the GoLogiq Shares On July 27, 2022, Logiq completed the previously announced spin off of the GoLogiq Shares, constituting 100% of Logiq’s direct equity ownership of the Company. The spin off was completed through a special dividend of the 26,350,756 GoLogiq Shares held by Logiq, which were distributed to Logiq’s shareholders of record as of the close of business on December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received 1 share of Company common stock). As a result of the completion of the spin off, the Company is no longer a majority owned subsidiary of Logiq, and the Company’s operating results will no longer be consolidated with Logiq’s financial statements for future periods. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. |
Use of Estimates and Judgments | Use of Estimates and Judgments The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. |
Loss Per Share | Loss Per Share The Company computes income (loss) per share in accordance with ASC 260 “ Earnings per Share |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes As of June 30, 2022 and 2021, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by U.S. generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets. Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist of cash, accounts payable and accrued liabilities, and amounts due to a related party. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “Foreign Currency Translation Matters” |
Comprehensive Loss | Comprehensive Loss ASC 220, “ Comprehensive Income |
Intangible assets | Intangible assets. The Company’s intangible assets consist of its proprietary software platform and technologies, namely CreateApp and AtoZ PAY/GO, which is amortized using the straight-line method over five years, commencing April 1, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements. |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of the fair value of assets acquired assumed | ($) Intangible assets, net 24,000,000 Goodwill 7,500,000 Net assets acquired 31,500,000 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||
Service revenue | $ 1,633,375 | $ 4,942,392 | ||
Accumulated deficit | $ (2,102,989) | $ (2,102,989) | ||
Business Combination [Member] | ||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||
Outstanding shares of common stock and voting power | 86.20% | 86.20% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | |||
Jan. 27, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | |
Related Party Transactions (Details) [Line Items] | ||||
Common stock issued (in Shares) | 600,000 | 29,470,756 | ||
Percentage of lovarra shares | 100% | |||
Share conversion basis | for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of GoLogiq | |||
Logiq Inc [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Amount owed | $ 598,728 | |||
Common stock issued (in Shares) | 26,350,756 | |||
Chief Executive Officer [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Amount owed | $ 22,493 | $ 22,493 |
Business Combination (Details)
Business Combination (Details) - Business Combination [Member] - USD ($) | 1 Months Ended | |
Jan. 27, 2022 | Jun. 30, 2022 | |
Business Combination (Details) [Line Items] | ||
Exchanged common stock (in Shares) | 26,350,756 | |
Common stock per share price (in Dollars per share) | $ 1.195411 | |
Common stock par value (in Dollars per share) | $ 0.001 | |
Fair value of common stock | $ 31,500,000 | |
Goodwill | $ 7,500,000 | |
Intangible assets | $ 24,000,000 |
Business Combination (Details)
Business Combination (Details) - Schedule of the fair value of assets acquired assumed | Jun. 30, 2022 USD ($) |
Schedule of the fair value of assets acquired assumed [Abstract] | |
Intangible assets, net | $ 24,000,000 |
Goodwill | 7,500,000 |
Net assets acquired | $ 31,500,000 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | Jun. 30, 2022 | Mar. 31, 2022 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares | 600,000 | 29,470,756 |
Common stock, par value | $ 0.001 | $ 0.001 |
Stock-based compensation | 600,000 | 3,120,000 |
Share price | $ 0.001 | $ 0.001 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jul. 26, 2022 | Jun. 30, 2022 | |
Subsequent Events (Details) [Line Items] | ||
Voting rights | Voting Rights - Holders of Series A Preferred have the right to cast forty-five (45) votes for each share of Series A Preferred held of record on all matters submitted to a vote of holders of the Company’s common stock, including the election of directors, and all other matters as required by law. | |
Subsequent Event [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Shares issued | 2,000,000 | |
Aggregate purchase price (in Dollars) | $ 20,000 | |
Purchase price per share (in Dollars per share) | $ 0.01 | |
Stock repurchase description | The Series A Preferred Stock issued to each such member of management shall be subject to a repurchase option and shall vest 25% at issuance and the remaining 75% shall vest in equal monthly installments over a period of twelve (12) months from the date of issuance, provided such person provides continued service to the Company during such period. | |
Dividend shares | 26,350,756 | |
Subsequent Event [Member] | Logiq Inc [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Equity ownership percentage | 100% | |
Subsequent Event [Member] | Preferred Stock [Member] | Creation of Series A Preferred Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Stock authorized | 2,000,000 | |
Subsequent Event [Member] | Series A Preferred Stock [Member] | Creation of Series A Preferred Stock [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Preferred Stock, par value (in Dollars per share) | $ 0.001 |