Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 12, 2023 | |
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 | 129,677,156 | |
Amendment Flag | false | |
Entity Central Index Key | 0001746278 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
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 | 230 Victoria Street Bugis Junction | |
Entity Address, Address Line Two | #15-01/08 | |
Entity Address, City or Town | Singapore | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 188024 | |
City Area Code | 65 | |
Local Phone Number | 9366 2322 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 115,498 | $ 35,254 |
Intangible assets, net | 8,968,000 | 8,968,000 |
Goodwill | 2,832,000 | 2,832,000 |
Total Assets | 11,915,498 | 11,835,254 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,159,651 | 1,321,483 |
Due to related parties | 597,385 | 788,045 |
Total Liabilities | 1,757,036 | 2,109,528 |
Stockholder's Funds (Deficit) | ||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 and 5,731,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 124,610 | 40,444 |
Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021 nil, respectively | 2,000 | 2,000 |
Additional paid-in capital | 36,273,995 | 34,003,212 |
Share subscriptions receivable | (58) | (58) |
Accumulated deficit | (26,242,085) | (24,319,872) |
Total Stockholder's Funds (Deficit) | 10,158,462 | 9,725,726 |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ 11,915,498 | $ 11,835,254 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 124,609,635 | 40,444,083 |
Common stock, shares outstanding | 124,609,635 | 40,444,083 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding | 2,000,000 | 2,000,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Service Revenue | $ 71,916 | $ 3,309,017 |
Cost of Service | 38,645 | 2,235,341 |
Gross Profit | 33,271 | 1,073,676 |
Operating Expenses | ||
General and administrative | 1,900,484 | 1,368,799 |
Sales and marketing | 5,000 | |
Research and development | 55,000 | 1,090,500 |
Total Operating Expenses | 1,955,484 | 2,464,299 |
(Loss) from Operations | (1,922,213) | (1,390,623) |
Net (Loss) and Comprehensive (Loss) | $ (1,922,213) | $ (1,390,623) |
Basic and Diluted Net (Loss) per Common Share (in Dollars per share) | $ (0.037) | $ (0.052) |
Weighted Average Number of Common Shares Outstanding (in Shares) | 51,477,398 | 26,637,863 |
Statements of Stockholder's Equ
Statements of Stockholder's Equity (Deficit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Share Subscriptions Receivable Member | Accumulated Deficit |
Balance (in Shares) at Dec. 31, 2021 | 5,731,000 | ||||
Balance at Dec. 31, 2021 | $ (42,643) | $ 5,731 | $ 17,234 | $ (58) | $ (65,550) |
Issuance of Shares for share exchange | 32,549,695 | $ 26,351 | 32,523,344 | ||
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 year | (1,390,623) | (1,390,623) | |||
Balance at Mar. 31, 2022 | 31,116,429 | $ 35,202 | 32,537,458 | (58) | (1,456,173) |
Balance (in Shares) at Mar. 31, 2022 | 35,201,756 | ||||
Balance (in Shares) at Dec. 31, 2022 | 40,444,083 | ||||
Balance at Dec. 31, 2022 | 9,725,726 | $ 42,444 | 34,003,212 | (58) | (24,319,872) |
Issuance of Shares | 2,347,720 | $ 76,937 | 2,270,783 | ||
Issuance of Shares (in Shares) | 76,936,479 | ||||
Issuance of Shares for services | 7,229 | $ 7,229 | |||
Issuance of Shares for services (in Shares) | 7,229,073 | ||||
Net (loss) for the year | (1,922,213) | (1,922,213) | |||
Balance at Mar. 31, 2023 | $ 10,158,462 | $ 126,610 | $ 36,273,995 | $ (58) | $ (26,242,085) |
Balance (in Shares) at Mar. 31, 2023 | 124,609,635 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | $ (1,922,213) | $ (1,390,623) |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense and deposits | (220,801) | |
Accounts payable and accrued liabilities | (90,580) | 14,000 |
Issuance of shares for service received | 2,354,948 | 780,000 |
Net Cash (Used in) Operating Activities | 342,155 | (817,424) |
FINANCING ACTIVITIES | ||
Due from related party | (261,911) | 547,729 |
Net Cash Provided by (Used in) Financing Activities | (261,911) | 547,729 |
INVESTING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to GoLogiq | 269,695 | |
Net Movement in Investing Activities | 269,695 | |
Change in Cash | 80,244 | |
Cash, Beginning of Period | 35,254 | |
Cash, End of Period | 115,498 | |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | $ 1,807,268 | $ 780,000 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 3 Months Ended |
Mar. 31, 2023 | |
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 year ended December 31, 2022 include the operations of CreateApp. On May 9, 2022, the Company changed its name from Lovarra Inc. to GoLogiq, 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.” On July 27, 2022, Logiq completed the spin off of its direct interests in the Company, in connection with which Logiq distributed an aggregate of 26,350,756 shares of the Company’s common stock then directly owned by Logiq 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 received 1 share of the Company). As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq. As of March 31, 2023, Logiq controlled, through one of its subsidiaries, approximately 3.61% of the Company’s outstanding shares of common stock and voting power of the Company’s outstanding securities. As a result of the CreateApp acquisition, the Company ceased to be 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 three months ended March 31, 2023, the Company has incurred operating losses of ($1,922,213) and ($1,390,623) from operating losses for the three months ended March 31, 2022. As at March 31, 2023, the Company has a working capital deficit of $1,641,538 and an accumulated deficit of ($26,242,085). 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 March 31, 2023 and fiscal 2022, 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 ”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2023 and 2022, 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. Goodwill and Intangible Assets 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. 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” . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations. Comprehensive Loss ASC 220, “ Comprehensive Income ” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of March 31, 2023 and 2022, the Company had no items that affected comprehensive loss. 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. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions 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 held the GoLogiq Shares until July 27, 2022, on which date it distributed 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 received 1 share of GoLogiq) through a spin off. As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq. On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”), 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 of such members of management are to a repurchase option, and shall vest as follows: (i) 25% at issuance and (ii) the remaining 75% in equal monthly installments over a period of twelve months from the date of issuance, provided that the relevant holder provides continued service to the Company during such period. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | Note 4 – Business Combination A. CreateApp On January 27, 2022, the Company acquired substantially all the CreateApp assets from Logiq in exchange for 26,350,756 shares of the Company’s common stock at a price per share of $1.195411(of par value $0.001). The fair value of the shares of common stock 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 Lovarra’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. On the acquisition date, Lovarra 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 Lovarra would have paid if Lovarra 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 quarter ended March 31, 2023. 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. The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023. |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 5 – Stockholder’s Equity Issuance of Common Stock During the period from January 1, 2023 to March 31, 2023, a total of Stock-Based Compensation During the three months ended March 31, 2023, a total 7,229,073 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to Directors, Operational Staff, Legal Consultants. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 – Subsequent Events A. GammaRey Effective March 7, 2023, the Company, GammaRey and the shareholders of GammaRey (“GammaRey Shareholders”) entered into a share exchange agreement (the “GammaRey Share Exchange Agreement”) and its amendment (the “First Amendment”) which provided for the issuance of an aggregate of 106,666,667 shares of Company common stock in exchange for 100% of the common stock of GammaRey. At the date of this report, while a material number of shares of GammaRey have been exchanged for Company common stock at the closing, significant and important substantive commercial conditions precedent to the exchange of a material number of the GammaRey shares pursuant to the GammaRey Share Exchange Agreement have not been fully satisfied. Commensurate with the closing, 2,000,000 shares of the Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”) were converted by the holders into 6,000,000 shares of Company common stock. GammaRey includes its wholly owned subsidiary, GenFi Financial Group, Inc. (“GENFI”), which includes its wholly-owned subsidiaries the Nextgen Financial Group Pty Ltd (and subsidiaries thereof) (“Nextgen”) and Ballast Holdings Pty Ltd (and subsidiaries thereof) (“Ballast”) which are both located in Australia (together, the “GENFI Group”) and as defined and described further below, we provide wealth management, direct-to-consumer lending platforms, mortgage broking, accounting, taxation advice, reporting, structuring, and solutions for individual investors and small-to-medium businesses. Through the GENFI Group, we also offer compliance services under its Australian Financial Services License including advice in regard to Managed Investment Schemes (“MIS”), Self-Managed Superannuation Funds (“SMSF”) and other ancillary services. As the Company described in its Original Report, effective March 7, 2023 (the “Closing Date”), the Company, GammaRey and the GammaRey Shareholders effected the legal consummation of the transactions contemplated by the GammaRey Share Exchange Agreement. On the Closing Date, the Company acquired 100% of the common stock of GammaRey, and the GammaRey Shareholders became entitled to the immediate issuance of an aggregate of seventy-seven million five hundred thousand (77,500,000) shares of common stock of the Company, subject to the satisfaction of post-closing conditions, including provision by all of the GammaRey Shareholders of sufficient personal information to the Company’s transfer agent necessary for the book entry of such shareholders’ shares in GOLQ. At the date of the Company’s Annual Report on Form 10-K, as filed with the Commission on March 27, 2023, several of the shareholders of GammaRey had not provided sufficient personal information to the Company’s transfer agent necessary for the book entry of all of such shareholders’ share in GOLQ. Therefore, in an abundance of caution regarding the Company’s outstanding share count as reflected in the Annual Report, the Company reported the number of shares as reflected in its books and records as maintained by its transfer agent, which did not include the shares issuable to the GammaRey Shareholders, and noted the obligations to issue shares to the GammaRey Shareholders in the Annual Report, including in the Subsequent Events sections of the Financial Statements therein. The aforementioned potential ambiguity in shares outstanding has been resolved and all seventy-seven million five hundred thousand (77,500,000) of such shares were fully issued and recorded in book entry by the Company’s transfer agent on or before April 4, 2023. The GammaRey Shareholders are also entitled to up to an additional twenty-nine million one hundred sixty-six thousand six hundred sixty-six (29,166,667) shares of common stock of the Company being reserved for later issuance to the Shareholders pursuant to the terms of the Share Exchange Agreement. Such conditions have not been satisfied and therefore, such shares have not been issued as of the date of this report. The shares were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering, and Regulation D and Regulation S under that section, and that these securities, when issued, may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements, and will be subject to further contractual restrictions on transfer as described in the Share Exchange Agreement. B. Nest Egg In addition, on January 30, 2023, the Company entered into a Share Exchange Agreement (the “Nest Egg Share Exchange Agreement”), with Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”) and the members of Nest Egg (the “Members”). Pursuant to the Nest Egg Share Exchange Agreement, at the closing thereof (the “Closing”), the Company agreed to exchange the outstanding membership interests of Nest Egg held by the Members for shares of common stock of the Company having a value of $30 million immediately following such exchange. At the date of this report, significant and important substantive commercial conditions precedent to closing on the Nest Egg Share Exchange Agreement have not been fully satisfied. Further information will be provided in an 8-K/A when, and if, conditions precedent to closing have occurred. As of the date of this report, the transactions contemplated under the Nest Egg Share Exchange Agreement have not closed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 ”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized. As of March 31, 2023 and 2022, 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. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets 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. |
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” . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations. |
Comprehensive Loss | Comprehensive Loss ASC 220, “ Comprehensive Income ” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of March 31, 2023 and 2022, the Company had no items that affected comprehensive loss. |
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. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of the fair value of assets acquired assumed | 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 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details) - USD ($) | 3 Months Ended | |||
Jul. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||
Aggregate shares (in Shares) | 26,350,756 | |||
Basis description | 1-for-1 basis | |||
Operating losses | $ (1,922,213) | $ (1,390,623) | ||
Working capital | 1,641,538 | |||
Accumulated deficit | $ (26,242,085) | $ (24,319,872) | ||
Business Combination [Member] | ||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||
Percentage of common stock and voting power | 3.61% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Apr. 01, 2022 |
Accounting Policies [Abstract] | |
Straight-line method term | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 26, 2022 | Jan. 27, 2022 |
Related Party Transactions (Details) [Line Items] | ||
Share conversion basis | Logiq held the GoLogiq Shares until July 27, 2022, on which date it distributed 100% of the GoLogiq Shares to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1 basis | |
Issuance of percentage | 25% | |
Remaining issuance of percentage | 75% | |
Series A Preferred Stock [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Issued of aggregate shares (in Shares) | 2,000,000 | |
Preferred stock par value (in Dollars per share) | $ 0.001 | |
Aggregate purchase price | $ 20,000 | |
Aggregate purchase per share (in Dollars per share) | $ 0.01 | |
Logiq Inc [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Common stock issued (in Shares) | 26,350,756 |
Business Combination (Details)
Business Combination (Details) - USD ($) | Jan. 27, 2022 | Mar. 31, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Business Combination (Details) [Line Items] | ||||
Common stock per share price (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Fair value of common stock | $ 124,610 | $ 40,444 | ||
Create App platform [Member] | ||||
Business Combination (Details) [Line Items] | ||||
Finite lived intangible assets, fair value disclosure | $ 11,800,000 | |||
Business Combination [Member] | ||||
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 | Mar. 31, 2023 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 | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholder's Equity [Line Items] | ||
Stock-based compensation | 7,229,073 | |
Share price | $ 0.001 | |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock [Member] | ||
Stockholder's Equity [Line Items] | ||
Issuance of Shares (in Shares) | 76,936,479 | |
Common stock par value (in Dollars per share) | $ 0.001 |
Subsequent Events - Additional
Subsequent Events - Additional information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 07, 2023 | Mar. 31, 2023 | Jan. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 29,166,667 | |||
Number of shares authorized for issuance | 106,666,667 | |||
Percentage of vesting of award | 100% | |||
Preferred Stock, Shares Outstanding | 2,000,000 | 2,000,000 | ||
Percentage of Common Shares Acquired | 100% | |||
Common Stock Shares Issued | 77,500,000 | 124,609,635 | 40,444,083 | |
Share-Based Payment Award, Shares Issued in Period | 77,500,000 | |||
Series A Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred Stock, Shares Outstanding | 2,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 6,000,000 | |||
Nestegg [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Value of equity interests issued or issuable to acquire the entity | $ 30 |