Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | GoLogiq, Inc. | |
Document Type | 10-Q/A | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 35,801,756 | |
Amendment Flag | true | |
Entity Central Index Key | 0001746278 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | 230 Victoria Street Bugis Junction | |
Entity Address, Address Line Two | #15-01/08 | |
Entity Address, City or Town | Singapore | |
Entity Address, Postal Zip Code | 188024 | |
City Area Code | 65 | |
Local Phone Number | 9366 2322 | |
Entity Interactive Data Current | Yes | |
Entity Address, Country | SG | |
Amendment Description | GoLogiq, Inc. (formerly known as Lovarra) (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2022 (the “Original Form 10-Q”). |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Liabilities | ||
Due to a related party | $ 1,433,266 | $ 0 |
Total Liabilities | 1,433,266 | 0 |
Stockholder's Funds (Deficit) | ||
Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 as of March 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | 35,202 | 26,351 |
Additional paid-in capital | 3,348,834 | 3,400,270 |
Share subscriptions receivable | (58) | 0 |
Deficit | (4,817,244) | (3,426,621) |
Total Stockholder's Funds (Deficit) | (1,433,266) | 0 |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ 0 | $ 0 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 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 | 140,000,000 | 140,000,000 |
Common stock acquired | 35,201,756 | 26,350,756 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Service Revenue | $ 3,309,017 | $ 2,441,128 |
Cost of Service | 2,235,341 | 1,706,165 |
Gross Profit | 1,073,676 | 734,963 |
Operating Expenses | ||
General and administrative | 1,368,799 | 257,645 |
Sales and Marketing | 5,000 | 69,750 |
Research and development | 1,090,500 | 925,000 |
Total Operating Expenses | 2,464,299 | 1,252,395 |
Net (Loss) and Comprehensive (Loss) | $ (1,390,623) | $ (517,432) |
Net (Loss) per Common Share, Basic | $ (0.052) | $ (0.09) |
Net (Loss) per Common Share, Diluted | $ (0.052) | $ (0.09) |
Weighted Average Number of Shares Outstanding, Basic | 26,637,863 | 5,731,000 |
Weighted Average Number of Shares Outstanding, Diluted | 26,637,863 | 5,731,000 |
Statements of Stockholder's Equ
Statements of Stockholder's Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Share Subscription Receivable | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 3,426,621 | $ 26,351 | $ 3,400,270 | ||
Balance (in Shares) at Dec. 31, 2020 | 26,350,756 | ||||
Net (loss) for the year | (517,432) | $ (517,432) | |||
Balance at Mar. 31, 2021 | 2,909,189 | $ 26,351 | 3,400,270 | (517,432) | |
Balance (in Shares) at Mar. 31, 2021 | 26,350,756 | ||||
Balance at Dec. 31, 2021 | 0 | $ 26,351 | 3,400,270 | (3,426,621) | |
Balance (in Shares) at Dec. 31, 2021 | 26,350,756 | ||||
Issuance of Shares for share exchange | (42,643) | $ 5,731 | (48,316) | $ (58) | |
Issuance of Shares for share exchange (in Shares) | 5,731,000 | ||||
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 | $ (1,433,266) | $ 35,202 | $ 3,348,834 | $ (58) | $ (4,817,244) |
Balance (in Shares) at Mar. 31, 2022 | 35,201,756 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | $ (1,390,623) | $ (517,432) |
Changes in Operating Assets and Liabilities: | ||
Issuance of shares for service received | 780,000 | |
Net Cash (Used in) Operating Activities | (610,623) | (517,432) |
FINANCING ACTIVITIES | ||
Due from related party | 1,433,266 | (1,467,062) |
Net Cash Provided by (Used in) Financing Activities | 1,433,266 | (1,467,062) |
INVESTING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | (822,643) | |
Net Movement in Investing Activities | (822,643) | |
Change in Cash | (1,984,494) | |
Cash, Beginning of Period | $ 1,984,494 | |
Cash, End of Period | 0 | |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | $ 780,000 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 3 Months Ended |
Mar. 31, 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”) and the results for the period ended March 31, 2022 includes the operations of CreateApp. As of March 31, 2022, Logiq controlled approximately 87.6% 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. 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 three months ended March 31, 2022, the Company had service revenues of CreateApp with amount of $3,309,017 and had negative cash flows from operating activities. As of March 31, 2022, the Company had an accumulated deficit of $4,817,244. 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. The impact on the Company was significant for the three months ended March 31, 2022 and also full year fiscal 2021, but management continues to monitor the situation as the population in the region where we operate is vaccinated and lock down begin to reopen with business 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 continues to have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall financial performance will be harmed. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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. Restatement of Previously Issued Consolidated Financial Statements The Company has restated its Consolidated Balance Sheets as of March 31, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements of the three months ended March 31, 2023, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2022 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect reverse acquisition with would not have resulted in the recognition of goodwill and intangible assets. 1. Restatement of Financial Statements: On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the company will restate the transaction accordingly. In light of the SEC Staff Statement, the Company is restating its financial statements as of and for the three months ended March 31, 2022 and December 31, 2021. The reason for the Company restatement of the acquisition of AppLogiq/CreateApp by Lovarra from that of a reverse merger to that of a capital transaction is that Lovarra does not meet the definition of a business under ASC 805. Under ASC 805, a business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. In the context of Lovarra and its previous SEC filings, Lovarra was disclosed as a going concern risk and was not producing any outputs nor generating business revenue and, therefore, does not meet the definition of a business. So in this situation, the merger of Gologiq (a private operating entity) into Lovarra (a nonoperating public shell corporation with nominal net assets) resulted in the owners of Gologiq (the private entity) gaining control over the combined entity after the transaction, and the shareholders of Lovarra (the former public shell corporation) continuing only as passive investors. Because the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the company will restate the transaction accordingly. 2. Change in Accounting Treatment of Reverse Acquisition: The Company has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-Q. Upon further evaluation, the Company determined that prior year adjustments were necessary. 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, on the acquisition date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023. This Amendment presents the Company’s financial statements with reversed goodwill and intangible assets, and corresponding impairment loss on December 31, 2022. The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of March 31, 2022. The previously reported amounts reflect those included in the Original Filing of our Quarterly Report on Form 10-Q as of and for the months ended March 31, 2022 filed with the SEC on May 20, 2022. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the Company is the accounting acquirer in the CreateApp business acquisition and the transactions was a reverse acquisition which would not have resulted in the recognition of goodwill and intangible assets. GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) March 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents - - - - - - Intangible assets, net 24,000,000 (24,000,000 ) - - - - Goodwill 7,500,000 (7,500,000 ) - - - - Prepaid expenses and deposits 221,151 (221,151 ) - 350 (350 ) - TOTAL ASSETS 31,721,151 (31,721,151 ) - 350 (350 ) - LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 34,500 (34,500 ) - 20,500 (20,500 ) - Due to a related party 570,222 863,044 1,433,266 22,493 (22,493 ) - Total Liabilities 604,722 828,544 1,433,266 42,993 (42,993 ) - Stockholder’s Funds (Deficit) Common stock Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 and 5,731,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively 35,202 - 35,202 5,731 (5,731 ) - Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares - - - - 26,351 26,351 Additional paid-in capital 32,537,458 (29,188,624 ) 3,348,834 17,234 3,383,036 3,400,270 Share subscriptions receivable (58 ) - (58 ) (58 ) 58 - Deficit (1,456,173 ) (3,361,071 ) (4,817,244 ) (65,550 ) (3,361,071 ) (3,426,621 ) Total Stockholder’s Funds (Deficit) 31,116,429 (32,549,695 ) (1,433,266 ) (42,643 ) 42,643 - TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 31,721,151 (31,721,151 ) - 350 (350 ) - GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Three months ended March 31, 2021 As Filed Restatement Adjustment Restated Service Revenue - 2,441,128 2,441,128 Cost of Service - 1,706,165 1,706,165 Gross Profit - 734,963 734,963 Operating Expenses General and administrative 5,220 252,425 257,645 Sales and marketing - 69,750 69,750 Research and development - 925,000 925,000 Total Operating Expenses 5,220 1,247,175 1,252,395 Net (Loss) and Comprehensive (Loss) (5,220 ) (512,212 ) (517,432 ) Basic and Diluted Net (Loss) per Common Share (0.001 ) - (0.090 ) Weighted Average Number of Common Shares Outstanding 5,731,000 - 5,731,000 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Three months ended March 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (1,390,623 ) - (1,390,623 ) (5,220 ) (512,212 ) (517,432 ) Changes in Operating Assets and Liabilities: Prepaid expense and deposits (220,801 ) 220,801 - 70 (70 ) - Accounts payable and accrued liabilities 14,000 (14,000 ) - 4,500 (4,500 ) - Issuance of shares for service received 780,000 - 780,000 - - - Net Cash (Used in) Operating Activities (817,424 ) 206,801 (610,623 ) (650 ) (516,782 ) (517,432 ) FINANCING ACTIVITIES Due to related party 547,729 885,537 1,433,266 650 (1,467,712 ) (1,467,062 ) Net Cash Provided by (Used in) Financing Activities 547,729 885,537 1,433,266 650 (1,467,712 ) (1,467,062 ) INVESTING ACTIVITIES Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company 269,695 (1,092,338 ) (822,643 ) - - - Net Movement in Investing Activities 269,695 (1,092,338 ) (822,643 ) - - - Change in Cash - - - - (1,984,494 ) (1,984,494 ) Cash, Beginning of Year - - - 4,677 1,979,817 1,984,494 Cash, End of Period - - - 4,677 (4,677 ) - NON-CASH TRANSACTION Issuance of shares for services received 780,000 - 780,000 - - - 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”. 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, 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 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, 2022 | |
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. |
Bank Account Arrangement
Bank Account Arrangement | 3 Months Ended |
Mar. 31, 2022 | |
Bank Account Arrangement [Abstract] | |
Bank Account Arrangement | Note 4 – 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 | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 5 – 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. 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, Legal Consultants. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 – Subsequent Events On April 27, 2022, the board of directors (the “Board”) and holders of a majority of the issued and outstanding capital stock of the “Company, approved the First Amended and Restated Articles of Incorporation (the “First A&R Charter”). The Company filed the First A&R Charter with the Nevada Secretary of State on April 28, 2022, with an effective date of May 9, 2022. The First A&R Charter amends and restates the Company’s Charter to, amongst other things, (i) change the Company’s corporate name to GoLogiq, Inc.; (ii) increase the number of shares of Company stock authorized for issuance thereunder from 140,000,000 to 210,000,000 shares, consisting of 200,000,000 shares of common stock, par value of $0.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value of $0.001 per share (“Preferred Stock”); (iii) establish the powers, preferences and rights of the Common Stock; (iv) establish the process for designating new series of Preferred Stock, including providing the Company with the ability, without further shareholder approval, to determine the powers, preferences and rights of any such series of Preferred Stock designated in the future; (v) prohibit cumulative voting by the Company’s stockholders; (vi) establish the necessary approvals to amend the Company’s bylaws; (vii) limit the liability of the Company’s directors, in certain instances; (viii) provide that the Company will indemnify its officers and directors to the full extent as permitted by Nevada law; and (iv) establish the process for amending the First A&R Charter. In connection with the foregoing, the Company has submitted a request to the Financial Industry Regulatory Authority (“FINRA”) for the approval of the Company’s name change to GoLogiq, Inc., and for approval of a change of the Company’s ticker symbol from LOVA to GOLQ (or such other symbol as may be approved by FINRA and proposed by the Company). Upon receipt of FINRA’s approval of the name and ticker symbol changes, the Company will file an amended Current Report on Form 8-K to provide the effective date of such name change and additional information regarding the Company’s new ticker symbol. Additionally, on April 27, 2022, the Company’s board of directors and holders of a majority of the issued and outstanding capital stock of Company approved, and the Company adopted, with an effective date of May 9, 2022, its Second Amended and Restated Bylaws (the “Second A&R Bylaws”), which amend and restated the Company’s First Amended and Restated Bylaws to, amongst other things: (i) incorporate the name change of the Company to GoLogiq, Inc.; (ii) establish the method and manner in which annual or special meetings may be held by the Company; (iii) provide the Board with the right to set a record date for purposes of determining those stockholders entitled to vote at an annual or special meeting, provided, that the applicable record date may not be more than 60 days and not less than 10 days before the date of such meeting; (iv) establish that the holders of at least 1/3 the voting power of the Company’s outstanding shares is necessary to constitute a quorum; (v) provide that a director may be removed from the Board by stockholders, but only as provided in the Company’s Charter and the Nevada Revised Statues; (vi) provide the Board with the right to designate and appoint one or more committees for such purpose or function as the Board deems fit, of which may exercise those powers and authority as designated to such committee by the Board, subject to certain limitations imposed by the Second A&R Bylaws; (vii) provide that an officer may be removed by the Board with or without cause; (viii) provide the Board with the right to impose certain restrictions on the transfer or registration of transfer of shares; (ix) provide the Board with the right to declare, subject to certain restrictions, distributions to stockholders, which may be paid in cash, property, shares of stock, or any other medium, as determined by the Board; (x) provide for indemnification of the Company’s officers and directors to the fullest extent permitted by Nevada law, establish the process for indemnification and for what circumstances indemnification may or must be provided by the Company, eligibility for indemnification, and the Company’s ability to maintain insurance to cover any indemnification obligations, as provided by the Second A&R Bylaws; (xi) provide that the exclusive forum for certain actions or proceedings brought on behalf of or against the Company shall be a state court located within the State of Nevada (or, if no state court located within the State of Nevada has jurisdiction, then the federal district court for the District of Nevada); and (xii) provide that the Second A&R Bylaws may be adopted, amended, or repealed by either the Board or by stockholders holding at least 2/3 in voting power of the outstanding shares of capital stock of the Company. Recruiter.com Group Effective August 18, 2023, the Company (“Seller”) and Recruiter.com Group, Inc. (“Recruiter” or “Buyer”) entered into an Amendment to Stock Purchase Agreement (the “Recruiter Amendment”) with respect to a certain Stock Purchase Agreement, dated June 5, 2023 (the “Original Agreement”). The Company owns all of the issued and outstanding membership interest (the “Company Membership Interests”) of GoLogiq SPV LLC, a Nevada limited liability company (“GoLogiq SPV”). Pursuant to the Agreement, the Company is selling to the Buyer, and Buyer is purchasing from Company the Company Membership Interests, upon the terms and subject to the conditions of the Original Agreement. The Recruiter Amendment amends and replaces Section 1.02 of the Original Agreement such that in exchange for the Company Membership Interests, the Buyer is agreeing to pay the Company total consideration of (1) such number of shares of Buyer Common Stock that represents 19.99 and (2) additional payments (each a “Milestone Payment”) (i) If on a date that is six (6) months after the Closing Date, the Revenue for such six-month period is at least and not less than $ 2,000,000 In addition, Section 1.03 is amended and replaced in its entirety such that will be entitled to an earn-out payment (the “Earn-Out Payment”) payable pursuant to the terms of the Agreement. The Earn-Out Payment will be payable if on a date that is six months after the Closing Date (the “Earn-Out Determination Date”), Buyer’s market capitalization at the close of the trading day (the “Buyer Market Cap”) exceeds $105,000,000 (the “Assumed Market Cap”). The Earn-Out Payment shall be as follows: (i) if the Buyer Market Cap on the Earn-Out Determination Date exceeds the Assumed Market Cap but is less than or equals to $130,000,000, Seller shall receive such additional number of shares of Buyer Common Stock representing seventy percent (70%) of the increase in value over the Assumed Market Cap; (ii) if the Buyer Market Cap on the Earn-out Determination Date exceeds $130,000,000 but is less than or equals to $160,000,000, Seller shall receive such additional number of shares of Buyer Common Stock representing eighty percent (80%) of the increase in value over the Assumed Market Cap; and (iii) if the Buyer Market Cap on the Earn-out Determination Date exceeds $160,000,000, Seller shall receive such additional number of shares of Buyer Common Stock representing ninety percent (90%) of the increase in value over the Assumed Market Cap. The Agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature. In addition, the Buyer and the Company agreed to indemnify the other party and its respective affiliates, officers, directors, employees and other representatives for certain losses, including, among other things, breaches of representations, warranties and covenants, subject to certain negotiated limitations, thresholds and survival periods set forth in the Agreement. The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed as Exhibit 2.2 to this Report and is incorporated herein by reference. 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. 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 (the “GammaRey Shareholder Shares:)”, 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. 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’ shares, with such shares having insufficient information totaling one million two hundred fifty two thousand five hundred (1,252,500) shares in aggregate of the GammaRey Shareholder Shares, which as of the date of this Report have not been issued. 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. Under the First Amendment the GammaRey Shareholders were entitled to up to an additional twenty-nine million one hundred sixty-six thousand six hundred sixty-seven (29,166,667) shares of common stock of the Company being reserved for later issuance to the GammaRey Shareholders pursuant to the terms of the Share Exchange Agreement. Such conditions were not satisfied under the terms of the First Amendment and therefore, such shares have not, and will not, be issued. As GammaRey has been unable to obtain and deliver audited financial statements as contemplated by the parties, which financials statements are necessary for required public disclosures by the Company pursuant to the U.S. federal securities laws, the Company, GammaRey and the GammaRey Shareholders have entered into a Mutual Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release (the “GammaRey Termination Agreement”) whereby the parties GammaRey Share Exchange Agreement the Company, GammaRey and the GammaRey Shareholders executed a Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release (the “GammaRey Termination Agreement”), dated July 19, 2023. As of the date of this Report, the Company has obtained signatures from the GammaRey Shareholders representing seventy five million four hundred ninety seven thousand five hundred (75,497,500) shares and is currently obtaining the requisite personal information and stock powers required to return all previously issued The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which is filed as Exhibit 2.5 to this Report and is incorporated herein by reference. On December 22, 2022, GammaRey, Inc. was sued in Superior Court of California, County of Orange ( Christian Murray v. GammaRey, Inc. In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. These claims could subject us to costly litigation. If this were to happen, the payment of any such awards could have a material adverse effect on our business, financial condition, and results of operations. Additionally, any such claims, whether or not successful, could damage our reputation and business. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations. Stock Based Compensation Subsequent to June 30, 2023 and the date of this Report, a total 16,444 shares with par value of $0.001per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants. Share Exchange Agreement On July 26, 2023, GoLogiq, Inc. (the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”), with Symplefy, Inc., a Delaware corporation (“Symplefy”) and the shareholders of Symplefy (the “Shareholders”). Pursuant to the Share Exchange Agreement, at the closing thereof (the “Closing”), the Company agreed to exchange the outstanding shares of common stock of Symplefy held by the Shareholders (the “Symplefy Shares”) for an aggregate fifteen million ($15,000,000) equivalent of newly issued shares of the Common Stock of the Company, (the “GoLogiq Stock”) (such amount of shares, the “Closing Shares”), and (ii) an aggregate of fifteen million ($15,000,000) equivalent of GoLogiq Stock payable pursuant to the terms of the Share Exchange Agreement (the “Earnout Shares” and together with the Closing Shares, the “Merger Consideration”), in each of cases (i) and (ii) priced on the fifteen (15) trading day volume weighted average price ("VWAP") immediately prior to the Closing, and be subject to the terms of distribution as set forth in the Share Exchange Agreement and the resale restrictions as defined therein. Following the Closing, as consideration for the share exchange, Shareholders shall be eligible to receive their pro-rata share, as determined by their equity holdings in Symplefy as of Closing, of the Earnout Payment (as defined below) payable in GOLQ Stock, which will be subject to resale restrictions as defined in the Share Exchange Agreement. Upon the occurrence of Symplefy achieving three hundred sixty (360) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment I”). Upon the occurrence of Symplefy achieving two thousand (2000) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment II”). Upon the occurrence of Symplefy achieving four thousand nine hundred (4900) paying customers, the earnout payment shall be a one-time issuance of $5,000,000 equivalent of GoLogiq stock (“Earnout Payment III”). Stephen Jones – Appointment as Chief Financial Officer On July 26, 2023, the Company appointed Stephen Jones as the Company’s new Chief Financial Officer. Previously, Brent Suen served as the Company’s Principal Accounting Officer. Mr. Suen will continue to serve as a director of the Company. Stephen R. Jones is an international finance and operations executive with more the 15 years of experience leading global organizations in emerging markets in Asia and international, multi-cultural environments. He brings to the company broad and deep experience in starting, growing and expanding e-commerce and professional service business and financial services enterprises from pre-revenue to more than $8 billion in sales. He previously served as CFO of Vemanti Group, a financial technology company located in Irvine, California. Earlier he served as CFO and COO of Dreamplex, a provider of hybrid working solutions for organizations located in Ho Chi Minh, Vietnam, and currently serves on the company’s board of directors. Prior to Dreamplex, he served as COO of HMB, a service-based company that offers IT and technology solutions for medium to large companies in various industries. He also previously served as COO and CFO of Navigos Group in Ho Chi Minh City, Vietnam. He also previously served as COO and CFO of Portfolio Productions, a Portland-based visual communications firm offering a full range of creative and production capabilities. Jones holds a B.A. in political science and history from Vanderbilt University, and an MBA in Finance and Accounting from University of Cincinnati Carl H. Lindner College of Business. F. Hunter Gaylor – Departure as Presidnet and Chief Operating Office Effective December 8, 2023, Hunter Gaylor submitted his resignation and will no longer serve as President and Chief Operating Officer of GoLogiq, Inc., a Nevada corporation (the “Company”). The roles of President and Chief Operating Officer shall remain vacant until such time as the Board of Directors appoints replacements to fill those aforementioned roles. Granger Whitelaw will continue in his role as Chief Executive Officer. Mr. Gaylor’s departure was not the result of any dispute or disagreements with the Company on any matter relating to the Company’s operations, policies or practices. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 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. |
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements The Company has restated its Consolidated Balance Sheets as of March 31, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Consolidated Financial Statements of the three months ended March 31, 2023, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 20, 2022 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect reverse acquisition with would not have resulted in the recognition of goodwill and intangible assets. 1. Restatement of Financial Statements: On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the company will restate the transaction accordingly. In light of the SEC Staff Statement, the Company is restating its financial statements as of and for the three months ended March 31, 2022 and December 31, 2021. The reason for the Company restatement of the acquisition of AppLogiq/CreateApp by Lovarra from that of a reverse merger to that of a capital transaction is that Lovarra does not meet the definition of a business under ASC 805. Under ASC 805, a business consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. In the context of Lovarra and its previous SEC filings, Lovarra was disclosed as a going concern risk and was not producing any outputs nor generating business revenue and, therefore, does not meet the definition of a business. So in this situation, the merger of Gologiq (a private operating entity) into Lovarra (a nonoperating public shell corporation with nominal net assets) resulted in the owners of Gologiq (the private entity) gaining control over the combined entity after the transaction, and the shareholders of Lovarra (the former public shell corporation) continuing only as passive investors. Because the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the company will restate the transaction accordingly. 2. Change in Accounting Treatment of Reverse Acquisition: The Company has revised its accounting treatment for a reverse acquisition that was previously reported in its Original Form 10-Q. Upon further evaluation, the Company determined that prior year adjustments were necessary. 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, on the acquisition date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023. This Amendment presents the Company’s financial statements with reversed goodwill and intangible assets, and corresponding impairment loss on December 31, 2022. The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of March 31, 2022. The previously reported amounts reflect those included in the Original Filing of our Quarterly Report on Form 10-Q as of and for the months ended March 31, 2022 filed with the SEC on May 20, 2022. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the Company is the accounting acquirer in the CreateApp business acquisition and the transactions was a reverse acquisition which would not have resulted in the recognition of goodwill and intangible assets. GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) March 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents - - - - - - Intangible assets, net 24,000,000 (24,000,000 ) - - - - Goodwill 7,500,000 (7,500,000 ) - - - - Prepaid expenses and deposits 221,151 (221,151 ) - 350 (350 ) - TOTAL ASSETS 31,721,151 (31,721,151 ) - 350 (350 ) - LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 34,500 (34,500 ) - 20,500 (20,500 ) - Due to a related party 570,222 863,044 1,433,266 22,493 (22,493 ) - Total Liabilities 604,722 828,544 1,433,266 42,993 (42,993 ) - Stockholder’s Funds (Deficit) Common stock Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 and 5,731,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively 35,202 - 35,202 5,731 (5,731 ) - Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares - - - - 26,351 26,351 Additional paid-in capital 32,537,458 (29,188,624 ) 3,348,834 17,234 3,383,036 3,400,270 Share subscriptions receivable (58 ) - (58 ) (58 ) 58 - Deficit (1,456,173 ) (3,361,071 ) (4,817,244 ) (65,550 ) (3,361,071 ) (3,426,621 ) Total Stockholder’s Funds (Deficit) 31,116,429 (32,549,695 ) (1,433,266 ) (42,643 ) 42,643 - TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 31,721,151 (31,721,151 ) - 350 (350 ) - GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Three months ended March 31, 2021 As Filed Restatement Adjustment Restated Service Revenue - 2,441,128 2,441,128 Cost of Service - 1,706,165 1,706,165 Gross Profit - 734,963 734,963 Operating Expenses General and administrative 5,220 252,425 257,645 Sales and marketing - 69,750 69,750 Research and development - 925,000 925,000 Total Operating Expenses 5,220 1,247,175 1,252,395 Net (Loss) and Comprehensive (Loss) (5,220 ) (512,212 ) (517,432 ) Basic and Diluted Net (Loss) per Common Share (0.001 ) - (0.090 ) Weighted Average Number of Common Shares Outstanding 5,731,000 - 5,731,000 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Three months ended March 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (1,390,623 ) - (1,390,623 ) (5,220 ) (512,212 ) (517,432 ) Changes in Operating Assets and Liabilities: Prepaid expense and deposits (220,801 ) 220,801 - 70 (70 ) - Accounts payable and accrued liabilities 14,000 (14,000 ) - 4,500 (4,500 ) - Issuance of shares for service received 780,000 - 780,000 - - - Net Cash (Used in) Operating Activities (817,424 ) 206,801 (610,623 ) (650 ) (516,782 ) (517,432 ) FINANCING ACTIVITIES Due to related party 547,729 885,537 1,433,266 650 (1,467,712 ) (1,467,062 ) Net Cash Provided by (Used in) Financing Activities 547,729 885,537 1,433,266 650 (1,467,712 ) (1,467,062 ) INVESTING ACTIVITIES Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company 269,695 (1,092,338 ) (822,643 ) - - - Net Movement in Investing Activities 269,695 (1,092,338 ) (822,643 ) - - - Change in Cash - - - - (1,984,494 ) (1,984,494 ) Cash, Beginning of Year - - - 4,677 1,979,817 1,984,494 Cash, End of Period - - - 4,677 (4,677 ) - NON-CASH TRANSACTION Issuance of shares for services received 780,000 - 780,000 - - - |
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”. 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, 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 |
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. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of the fair value of assets acquired assumed | The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of March 31, 2022. The previously reported amounts reflect those included in the Original Filing of our Quarterly Report on Form 10-Q as of and for the months ended March 31, 2022 filed with the SEC on May 20, 2022. These amounts are labeled as “As Filed” in the tables below. The amounts labeled “Restatement Adjustments” represent the effects of this restatement due to the Company is the accounting acquirer in the CreateApp business acquisition and the transactions was a reverse acquisition which would not have resulted in the recognition of goodwill and intangible assets. GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) March 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents - - - - - - Intangible assets, net 24,000,000 (24,000,000 ) - - - - Goodwill 7,500,000 (7,500,000 ) - - - - Prepaid expenses and deposits 221,151 (221,151 ) - 350 (350 ) - TOTAL ASSETS 31,721,151 (31,721,151 ) - 350 (350 ) - LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 34,500 (34,500 ) - 20,500 (20,500 ) - Due to a related party 570,222 863,044 1,433,266 22,493 (22,493 ) - Total Liabilities 604,722 828,544 1,433,266 42,993 (42,993 ) - Stockholder’s Funds (Deficit) Common stock Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 and 5,731,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively 35,202 - 35,202 5,731 (5,731 ) - Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares - - - - 26,351 26,351 Additional paid-in capital 32,537,458 (29,188,624 ) 3,348,834 17,234 3,383,036 3,400,270 Share subscriptions receivable (58 ) - (58 ) (58 ) 58 - Deficit (1,456,173 ) (3,361,071 ) (4,817,244 ) (65,550 ) (3,361,071 ) (3,426,621 ) Total Stockholder’s Funds (Deficit) 31,116,429 (32,549,695 ) (1,433,266 ) (42,643 ) 42,643 - TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 31,721,151 (31,721,151 ) - 350 (350 ) - GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Three months ended March 31, 2021 As Filed Restatement Adjustment Restated Service Revenue - 2,441,128 2,441,128 Cost of Service - 1,706,165 1,706,165 Gross Profit - 734,963 734,963 Operating Expenses General and administrative 5,220 252,425 257,645 Sales and marketing - 69,750 69,750 Research and development - 925,000 925,000 Total Operating Expenses 5,220 1,247,175 1,252,395 Net (Loss) and Comprehensive (Loss) (5,220 ) (512,212 ) (517,432 ) Basic and Diluted Net (Loss) per Common Share (0.001 ) - (0.090 ) Weighted Average Number of Common Shares Outstanding 5,731,000 - 5,731,000 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Three months ended March 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (1,390,623 ) - (1,390,623 ) (5,220 ) (512,212 ) (517,432 ) Changes in Operating Assets and Liabilities: Prepaid expense and deposits (220,801 ) 220,801 - 70 (70 ) - Accounts payable and accrued liabilities 14,000 (14,000 ) - 4,500 (4,500 ) - Issuance of shares for service received 780,000 - 780,000 - - - Net Cash (Used in) Operating Activities (817,424 ) 206,801 (610,623 ) (650 ) (516,782 ) (517,432 ) FINANCING ACTIVITIES Due to related party 547,729 885,537 1,433,266 650 (1,467,712 ) (1,467,062 ) Net Cash Provided by (Used in) Financing Activities 547,729 885,537 1,433,266 650 (1,467,712 ) (1,467,062 ) INVESTING ACTIVITIES Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company 269,695 (1,092,338 ) (822,643 ) - - - Net Movement in Investing Activities 269,695 (1,092,338 ) (822,643 ) - - - Change in Cash - - - - (1,984,494 ) (1,984,494 ) Cash, Beginning of Year - - - 4,677 1,979,817 1,984,494 Cash, End of Period - - - 4,677 (4,677 ) - NON-CASH TRANSACTION Issuance of shares for services received 780,000 - 780,000 - - - |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Nature of Business and Continuance of Operations (Details) [Line Items] | ||
Service revenue | $ 3,309,017 | $ 2,441,128 |
Accumulated deficit | $ 4,817,244 | |
Business Combination [Member] | ||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||
Outstanding shares of common stock and voting power | 87.60% |
Significant Accounting Polici_3
Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Balance sheet (Detail) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current Liabilities | ||||
Due to a related party | $ 1,433,266 | |||
Total Liabilities | 1,433,266 | $ 0 | ||
Stockholder's Funds (Deficit) | ||||
Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 and 5,731,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 35,202 | 26,351 | ||
Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares | 26,351 | |||
Additional paid-in capital | 3,348,834 | 3,400,270 | ||
Share subscriptions receivable | (58) | 0 | ||
Deficit | (4,817,244) | (3,426,621) | ||
Total Stockholder's Funds (Deficit) | (1,433,266) | 0 | $ 2,909,189 | $ 3,426,621 |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | 0 | 0 | ||
Previously Reported [Member] | ||||
Current Assets | ||||
Intangible assets, net | 24,000,000 | |||
Goodwill | 7,500,000 | |||
Prepaid expenses and deposits | 221,151 | 350 | ||
Total Assets | 31,721,151 | 350 | ||
Current Liabilities | ||||
Accounts payable and accrued liabilities | 34,500 | 20,500 | ||
Due to a related party | 570,222 | 22,493 | ||
Total Liabilities | 604,722 | 42,993 | ||
Stockholder's Funds (Deficit) | ||||
Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 and 5,731,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 35,202 | 5,731 | ||
Additional paid-in capital | 32,537,458 | 17,234 | ||
Share subscriptions receivable | (58) | (58) | ||
Deficit | (1,456,173) | (65,550) | ||
Total Stockholder's Funds (Deficit) | 31,116,429 | (42,643) | ||
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | 31,721,151 | 350 | ||
Revision of Prior Period, Adjustment [Member] | ||||
Current Assets | ||||
Intangible assets, net | (24,000,000) | |||
Goodwill | (7,500,000) | |||
Prepaid expenses and deposits | (221,151) | (350) | ||
Total Assets | (31,721,151) | (350) | ||
Current Liabilities | ||||
Accounts payable and accrued liabilities | (34,500) | (20,500) | ||
Due to a related party | 863,044 | (22,493) | ||
Total Liabilities | 828,544 | (42,993) | ||
Stockholder's Funds (Deficit) | ||||
Authorized: 140,000,000 shares of common stock, $0.001 par value 35,201,756 and 5,731,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | (5,731) | |||
Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares | 26,351 | |||
Additional paid-in capital | (29,188,624) | 3,383,036 | ||
Share subscriptions receivable | 58 | |||
Deficit | (3,361,071) | (3,361,071) | ||
Total Stockholder's Funds (Deficit) | (32,549,695) | 42,643 | ||
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ (31,721,151) | $ (350) |
Significant Accounting Polici_4
Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Balance sheet (Parentheticals) (Detail) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 35,201,756 | 5,731,000 |
Common stock, shares outstanding | 35,201,756 | 5,731,000 |
Common stock acquired | 35,201,756 | 26,350,756 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Statements of Operations and Comprehensive Loss (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Service Revenue | $ 3,309,017 | $ 2,441,128 |
Cost of Service | 2,235,341 | 1,706,165 |
Gross Profit | 1,073,676 | 734,963 |
Operating Expenses | ||
General and administrative | 1,368,799 | 257,645 |
Sales and Marketing | 5,000 | 69,750 |
Research and development | 1,090,500 | 925,000 |
Total Operating Expenses | 2,464,299 | 1,252,395 |
Net (Loss) and Comprehensive (Loss) | $ (1,390,623) | $ (517,432) |
Net (Loss) per Common Share, Basic | $ (0.052) | $ (0.09) |
Net (Loss) per Common Share, Diluted | $ (0.052) | $ (0.09) |
Weighted Average Number of Shares Outstanding, Basic | 26,637,863 | 5,731,000 |
Weighted Average Number of Shares Outstanding, Diluted | 26,637,863 | 5,731,000 |
Previously Reported [Member] | ||
Operating Expenses | ||
General and administrative | $ 5,220 | |
Total Operating Expenses | 5,220 | |
Net (Loss) and Comprehensive (Loss) | $ (1,390,623) | $ (5,220) |
Net (Loss) per Common Share, Basic | $ (0.001) | |
Net (Loss) per Common Share, Diluted | $ (0.001) | |
Weighted Average Number of Shares Outstanding, Basic | 5,731,000 | |
Weighted Average Number of Shares Outstanding, Diluted | 5,731,000 | |
Revision of Prior Period, Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Service Revenue | $ 2,441,128 | |
Cost of Service | 1,706,165 | |
Gross Profit | 734,963 | |
Operating Expenses | ||
General and administrative | 252,425 | |
Sales and Marketing | 69,750 | |
Research and development | 925,000 | |
Total Operating Expenses | 1,247,175 | |
Net (Loss) and Comprehensive (Loss) | $ (512,212) |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments - Statement of Cash Flows (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | $ (1,390,623) | $ (517,432) |
Changes in Operating Assets and Liabilities: | ||
Issuance of shares for service received | 780,000 | |
Net Cash (Used in) Operating Activities | (610,623) | (517,432) |
FINANCING ACTIVITIES | ||
Due from related party | 1,433,266 | (1,467,062) |
Net Cash Provided by (Used in) Financing Activities | 1,433,266 | (1,467,062) |
INVESTING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | (822,643) | |
Net Movement in Investing Activities | (822,643) | |
Change in Cash | (1,984,494) | |
Cash, Beginning of Period | 1,984,494 | |
Cash, End of Period | 0 | |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | 780,000 | |
Previously Reported [Member] | ||
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | (1,390,623) | (5,220) |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense and deposits | (220,801) | 70 |
Accounts payable and accrued liabilities | 14,000 | 4,500 |
Issuance of shares for service received | 780,000 | |
Net Cash (Used in) Operating Activities | (817,424) | (650) |
FINANCING ACTIVITIES | ||
Due from related party | 547,729 | 650 |
Net Cash Provided by (Used in) Financing Activities | 547,729 | 650 |
INVESTING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 269,695 | |
Net Movement in Investing Activities | 269,695 | |
Cash, Beginning of Period | 4,677 | |
Cash, End of Period | 4,677 | |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | 780,000 | |
Revision of Prior Period, Adjustment [Member] | ||
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | (512,212) | |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense and deposits | 220,801 | (70) |
Accounts payable and accrued liabilities | (14,000) | (4,500) |
Net Cash (Used in) Operating Activities | 206,801 | (516,782) |
FINANCING ACTIVITIES | ||
Due from related party | 885,537 | (1,467,712) |
Net Cash Provided by (Used in) Financing Activities | 885,537 | (1,467,712) |
INVESTING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | (1,092,338) | |
Net Movement in Investing Activities | $ (1,092,338) | |
Change in Cash | (1,984,494) | |
Cash, Beginning of Period | 1,979,817 | |
Cash, End of Period | $ (4,677) |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Feb. 28, 2023 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Fair value of common stock | $ 35,202 | $ 26,351 | |
Business Combination [Member] | |||
Accounting Policies [Line Items] | |||
Exchanged common stock (in Shares) | 26,350,756 | ||
Common stock par value (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 [Member] | Create App Platform. [Member] | |||
Accounting Policies [Line Items] | |||
Finite lived intangible assets, fair value disclosure | $ 11,800,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 27, 2022 shares |
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 |
Logiq Inc [Member] | |
Related Party Transactions (Details) [Line Items] | |
Common stock issued (in Shares) | 26,350,756 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stockholders Equity Details [Line Items] | ||
Stock-based compensation | 3,120,000 | |
Share price | $ 0.001 | |
Common stock par value (in Dollars per share) | 0.001 | $ 0.001 |
Common Stock [Member] | ||
Stockholders Equity Details [Line Items] | ||
Common stock par value (in Dollars per share) | $ 29,470,756 | |
Issuance of shares (in shares) | 0.001 |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | ||||||
Aug. 18, 2023 USD ($) | Jul. 26, 2023 USD ($) Customers shares | Jul. 01, 2023 $ / shares shares | Mar. 07, 2023 shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Jul. 19, 2023 shares | |
Subsequent Event [Line Items] | |||||||
Revenues | $ | $ 3,309,017 | $ 2,441,128 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares authorized for issuance | 106,666,667 | ||||||
Percentage of vesting of award | 100% | ||||||
Percentage of common shares acquired | 100% | ||||||
Common stock shares subscribed but not issued | 77,500,000 | ||||||
Common stock shares outstanding not yet registered with the share transfer agent post acquisition | 1,252,500 | ||||||
Common stock, capital shares reserved for future issuance | 29,166,667 | 76,247,500 | |||||
Common stock shares outstanding in respect of which approvals obtained | 75,497,500 | ||||||
Common stock shares returnable to treasury | 76,247,500 | ||||||
Stock issued during the period shares for services | 16,444 | ||||||
Price per share | $ / shares | $ 0.001 | ||||||
Subsequent Event [Member] | Stephen R Jones [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Revenues | $ | $ 8,000,000,000 | ||||||
Subsequent Event [Member] | Earnout Payment I [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of earnout payments shares issued | 5,000,000 | ||||||
Number of paying customers | Customers | 2,000 | ||||||
Subsequent Event [Member] | Earnout Payment Ii [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of earnout payments shares issued | 5,000,000 | ||||||
Number of paying customers | Customers | 4,900 | ||||||
Subsequent Event [Member] | Earnout Payment Iii [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of paying customers | Customers | 5,000,000 | ||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued during period, value, new issues | $ | $ 15,000,000 | ||||||
Number of trading days for determining volume weighted average price | 15 days | ||||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued | 200,000,000 | ||||||
Par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||
Stock issued during the period shares for services | 3,120,000 | ||||||
Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Par value (in Dollars per share) | $ / shares | $ 0.001 | ||||||
Shares issued | 10,000,000 | ||||||
Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock authorized | 140,000,000 | ||||||
Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock authorized | 210,000,000 | ||||||
Recruiter.com Group [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of shares issued and outstanding | 19.99% | ||||||
Market capitalization | $ | $ 105,000,000 | ||||||
Recruiter.com Group [Member] | First Milestone Earnout Payment [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Market capitalization | $ | $ 130,000,000 | ||||||
Percentage of increase in additional shares over the market capitalization | 70% | ||||||
Recruiter.com Group [Member] | Second Milestone Earnout Payment [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Market capitalization | $ | $ 130,000,000 | ||||||
Percentage of increase in additional shares over the market capitalization | 80% | ||||||
Recruiter.com Group [Member] | Third Milestone Earnout Payment [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Market capitalization | $ | $ 160,000,000 | ||||||
Percentage of increase in additional shares over the market capitalization | 90% | ||||||
Recruiter.com Group [Member] | Six Month After The Closing Of Business Combination [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of shares issued and outstanding | 40% | ||||||
Business acquisitions pro forma revenue | $ | $ 2,000,000 | ||||||
Recruiter.com Group [Member] | Nine Month After The Closing Of Business Combination [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of shares issued and outstanding | 64% | ||||||
Business acquisitions pro forma revenue | $ | $ 4,000,000 | ||||||
Recruiter.com Group [Member] | Between Six And Nine Month After The Closing Of Business Combination [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisitions pro forma revenue | $ | $ 4,000,000 | ||||||
Recruiter.com Group [Member] | Twelve Month After The Closing Of Business Combination [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of shares issued and outstanding | 84% | ||||||
Business acquisitions pro forma revenue | $ | $ 6,000,000 | ||||||
Recruiter.com Group [Member] | Between Six And Twelve Month After The Closing Of Business Combination [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business acquisitions pro forma revenue | $ | $ 6,000,000 |