Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Registrant Name | GoLogiq, Inc. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 48,351,365 | ||
Amendment Flag | true | ||
Entity Central Index Key | 0001746278 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
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 | ||
Amendment Description | GoLogiq, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K for the year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023 (the “Original Form 10-K”).Background of RestatementAs disclosed in the Company’s Current Report on Form 8-K, as filed with the SEC on February 9, 2024, the Company is restating its previously issued audited consolidated financial statements as of and for the fiscal years ended December 31, 2022 and December 31, 2021. On January 27, 2022, the Company (then named Lovarra) acquired the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”) and accounted for it as a business combination. Subsequent to the filing of the Original Form 10-Q, the Company determined that it had improperly treated the reverse acquisition of the CreateApp business and not properly valued the intangible assets associated with the transaction, previously reported on Form 8-K/A as filed with the SEC on April 12, 2022.1. Restatement of Financial Statements: On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting that the accounting acquiree (Lovarra) was a nonoperating public shell corporation at the time of the transaction and did not meet the definition of a business. Therefore, this transaction cannot be considered a business combination. The merger of a private operating entity into a nonoperating public shell corporation with nominal net assets typically results in (1) the owners of the private entity gaining control over the combined entity after the transaction, and (2) the shareholders of the former public shell corporation continuing only as passive investors. This transaction is usually not considered a business combination because the accounting acquiree (Lovarra), the nonoperating public shell corporation, does not meet the definition of a business under ASC 805. Instead, this type of transaction is considered to be a capital transaction of the legal acquiree and is equivalent to the issuance of shares by the private entity for the net monetary assets of the public shell corporation (Lovarra) accompanied by a recapitalization. Any excess of the fair value of the shares issued by the private entity over the value of the net monetary assets of the public shell corporation (Lovarra) is recognized as a reduction to equity. Based upon the above analysis, the company is restating the transaction accordingly in its financial statements as of and for the fiscal year ended December 31, 2022 and December 31, 2021. 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-K. 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. 3. Re-audit:In connection with the restatement of the financial statements and the change in accounting treatment described above, the Company continues to engaged current auditor Centurion ZD CPA & Co. to conduct a re-audit of the affected year ended financial statements. The re-audit was performed in accordance with U.S. GAAP. This Form 10-K/A is presented as of the filing date of the Original Form 10-K, does not reflect events occurring after that date, and does not modify or update disclosures in any way other than as required to reflect the fiscal year 2022 and 2021 restatements described below. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Original Form 10-K.This Form 10-K/A sets forth the Original Form 10-K in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context.The following items have been amended as a result of the restatement:Part I, Item 1A, “Risk Factors,”Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” andPart II, Item 8, “Financial Statements and Supplementary Data,” In accordance with applicable SEC rules, this Form 10-K/A includes an updated signature page and certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2 as required by Rule 12b-15.Refer to Note 2, Summary of Significant Accounting Policies, Restatement of Previously Issued Consolidated Financial Statements of the Notes to Consolidated Financial Statements of this Form 10-K/A for additional information and for the summary of the accounting impacts of the restatement of the Company’s consolidated financial statements. | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Auditor Name | Centurion ZD CPA & Co | ||
Auditor Firm ID | 2769 | ||
Auditor Location | Hong Kong | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 17,151,110 | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false |
Balance Sheets
Balance Sheets | Dec. 31, 2022 USD ($) |
Current Assets | |
Cash and cash equivalents | $ 35,254 |
Total Assets | 35,254 |
Current Liabilities | |
Accounts payable and accrued liabilities | 1,321,483 |
Due to related parties | $ 788,045 |
Other Liability, Noncurrent, Related Party, Type [Extensible Enumeration] | Due to related parties |
Total Liabilities | $ 2,109,528 |
Stockholder's Funds (Deficit) | |
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 as of December 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | 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 |
Additional paid-in capital | 5,864,283 |
Share subscriptions receivable | (58) |
Accumulated deficit | (7,980,943) |
Total Stockholder's (Deficit) Funds | (2,074,274) |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ 35,254 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 40,444,083 | 5,731,000 |
Common stock, shares outstanding | 40,444,083 | 5,731,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,000,000 | 0 |
Preferred stock, shares outstanding | 2,000,000 | 0 |
Logiq Inc Member | ||
Common stock, shares outstanding | 26,350,756 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Service Revenue | $ 5,454,119 | $ 14,340,379 |
Cost of Service | 3,382,954 | 9,787,285 |
Gross Profit | 2,071,165 | 4,553,094 |
Operating Expenses | ||
General and administrative | 3,503,764 | 1,139,247 |
Sales and marketing | 5,000 | 122,300 |
Research and development | 3,116,723 | 6,718,168 |
Total Operating Expenses | 6,625,487 | 7,979,715 |
(Loss) from Operations | (4,554,322) | (3,426,621) |
Income tax (Corporate tax) | 0 | 0 |
Net (Loss) and Comprehensive (Loss) | $ (4,554,322) | $ (3,426,621) |
Basic Net (Loss) per Common Share (in Dollars per share) | $ (0.133) | $ (0.13) |
Diluted Net (Loss) per Common Share (in Dollars per share) | $ (0.133) | $ (0.13) |
Weighted Average Number of Common Shares Outstanding - Basic | 34,269,899 | 26,350,756 |
Weighted Average Number of Common Shares Outstanding - Diluted | 34,269,899 | 26,350,756 |
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, 2020 | 26,350,756 | ||||
Balance at Dec. 31, 2020 | $ 3,426,621 | $ 26,351 | $ 3,400,270 | ||
Net (loss) for the year | (3,426,621) | $ (3,426,621) | |||
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 | 2,518,591 | $ 3,143 | 2,515,448 | ||
Issuance of Shares (in Shares) | 1,142,479 | ||||
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 | 4,100 | $ 7,219 | (3,119) | ||
Issuance of Shares for services (in Shares) | 7,219,848 | ||||
Net (loss) for the year | (4,554,322) | (4,554,322) | |||
Balance at Dec. 31, 2022 | $ (2,074,274) | $ 42,444 | $ 5,864,283 | $ (58) | $ (7,980,943) |
Balance (in Shares) at Dec. 31, 2022 | 40,444,083 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net (Loss) for the Period | $ (4,554,322) | $ (3,426,621) |
Issuance of shares for service received | 1,954,962 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts payable and accrued liabilities | 1,321,483 | 0 |
Net Cash (Used in) Operating Activities | (1,277,877) | (3,426,621) |
FINANCING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 505,086 | 0 |
Preferred stock issuance | 20,000 | 0 |
Due to related party, Logiq Inc | 788,045 | 1,442,127 |
Net Cash Provided by Financing Activities | 1,313,131 | 1,442,127 |
Change in Cash | 35,254 | (1,984,494) |
Cash, Beginning of Year | 0 | 1,984,494 |
Cash, End of Year | 35,254 | 0 |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | $ 1,954,962 | $ 0 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 12 Months Ended |
Dec. 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”). 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 December 31, 2022, Logiq controlled, through one of its subsidiaries, approximately 11.1% 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 year ended December 31, 2022, the Company has incurred operating losses of $ and ha s from operations for the year then ended December 31, 2022. As at December 31, 2022, the Company has a working capital deficit of $2,074,274 and an accumulated deficit of $7,980,943. 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 year ended December 31, 2022 and fiscal 2021, but management continues to monitor the situation as more of the population in the region where we operate is vaccinated and business has begun returning to some normality. In addition, many of our customers are working remotely, which may delay the timing of new business and implementations of our services. If COVID-19 and/or inflation continues to have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall financial performance could be harmed. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 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 Balance Sheets as of December 31, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Financial Statements of the fiscal years ended December 31, 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023 (the “Original Form 10-K”). 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 fiscal year ended December 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-K. 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 December 31, 2022. The previously reported amounts reflect those included in the Original Filing of our Annual Report on Form 10-K as of and for the years ended December 31, 2022 filed with the SEC on March 27, 2023. 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) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents 35,254 - 35,254 - - - Intangible assets, net 8,968,000 (8,968,000 ) - - - - Goodwill 2,832,000 (2,832,000 ) - - - - Prepaid expenses and deposits - - - 350 (350 ) - TOTAL ASSETS 11,835,254 (11,800,000 ) 35,254 350 (350 ) - LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 1,321,483 - 1,321,483 20,500 (20,500 ) - Due to a related party 788,045 - 788,045 22,493 (22,493 ) - Total Liabilities 2,109,528 - 2,109,528 42,993 (42,993 ) - Stockholder’s Funds (Deficit) Common stock 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 40,444 - 40,444 5,731 (5,731 ) - Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares - - - - 26,351 26,351 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 34,003,212 (28,138,929 ) 5,864,283 17,234 3,383,036 3,400,270 Share subscriptions receivable (58 ) - (58 ) (58 ) 58 - Deficit (24,319,872 ) 16,338,929 (7,980,943 ) (65,550 ) (3,361,071 ) (3,426,621 ) Total Stockholder’s Funds (Deficit) 9,725,726 (11,800,000 ) (2,074,274 ) (42,643 ) 42,643 - TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 11,835,254 (11,800,000 ) 35,254 350 (350 ) - GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated Service Revenue 5,454,119 - 5,454,119 - 14,340,379 14,340,379 Cost of Service 3,382,954 - 3,382,954 - 9,787,285 9,787,285 Gross Profit 2,071,165 - 2,071,165 - 4,553,094 4,553,094 Operating Expenses General and administrative 3,503,764 - 3,503,764 27,800 1,111,447 1,139,247 Sales and marketing 5,000 - 5,000 - 122,300 122,300 Impairment loss 19,700,000 (19,700,000 ) - - - - Research and development 3,116,723 - 3,116,723 - 6,718,168 6,718,168 Total Operating Expenses 26,325,487 (19,700,000 ) 6,625,487 27,800 7,951,915 7,979,715 Net (Loss) and Comprehensive (Loss) (24,254,322 ) 19,700,000 (4,554,322 ) (27,800 ) (3,398,821 ) (3,426,621 ) Basic and Diluted Net (Loss) per Common Share (0.708 ) - (0.133 ) (0.005 ) - (0.130 ) Weighted Average Number of Common Shares Outstanding 34,269,899 - 34,269,899 5,731,000 - 26,350,756 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (24,254,322 ) 19,700,000 (4,554,322 ) (27,800 ) (3,398,821 ) (3,426,621 ) Issuance of shares for service received 1,954,962 - 1,954,962 - - - Changes in Operating Assets and Liabilities: Prepaid expense and deposits 350 ) - 355 (355 ) - Accounts payable and accrued liabilities 1,300,983 20,500 1,321,483 20,500 (20,500 ) - Impairment loss 19,700,000 (19,700,000 ) - - - - Net Cash (Used in) Operating Activities (1,298,027 ) 20,150 (1,277,877 ) (6,945 ) (3,419,676 ) (3,426,621 ) FINANCING ACTIVITIES Preferred stock issuance 20,000 - 20,000 - - - Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company - 505,086 505,086 - - - Due to related party 1,313,281 (525,236 ) 788,045 2,268 1,439,859 1,442,127 Net Cash Provided by Financing Activities 1,333,281 (20,150 ) 1,313,131 2,268 1,439,859 1,442,127 Change in Cash 35,254 - 35,254 (4,677 ) (1,979,817 ) (1,984,494 ) Cash, Beginning of Year - - - 4,677 1,979,817 1,984,494 Cash, End of Year 35,254 - 35,254 - - - NON-CASH TRANSACTION Issuance of shares for services received 1,954,962 - 1,954,962 - - - 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 The Company applies judgment whichn the application of the going concern assumptionwhichch 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 and in the factors regarding the impairment of the property and equipment. 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 December 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 pursuant to the “Separation agreement” of CreateApp on a going forward basis . 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. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Common Stock | Note 3 – Common Stock During the year ended December 31, 2022, the Company issued 34,713,083 shares of common stock at $0.001 per share for proceeds of $34,713, of which $58 was recorded as share subscription receivable. This included 26,350,756 shares of common stock issued to Logiq Inc for the transfer of AppLogiq to the Company. During the year ended December 31, 2021, the Company issued no shares of its common stock. During the year ended December 31, 2020, the Company issued 1,231,000 shares of common stock at $0.015 per share for proceeds of $18,465, of which $58 was recorded as share subscription receivable. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions As of December 31, 2022, the Company owed $788,045 to Logiq Inc., which represents expenses paid by Logiq Inc. on behalf of the Company which includes legal, retainers etc., as part of the “Cost sharing in the Separation agreement”. The amount owing is unsecured, non-interest bearing, and due on demand. As of December 31, 2021, the Company owed $22,493 to the its former Chief Executive Officer and Director of the Company. The amount owing is unsecured, non-interest bearing, and due on demand 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 instalments 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 5 The Company is subject to United States federal and state income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: 2022 2021 Income tax recovery at statutory rate 956,408 719,590 Change in valuation allowance (956,408 ) (719,590 ) Income tax provision - - The significant components of deferred income tax assets and liabilities are as follows: 2022 $ 2021 $ Net operating losses carried forward 1,675,998 719,590 Valuation allowance (1,675,998 ) (719,590 ) Net deferred income tax asset - - The Company has net operating losses carried forward of $(7,980,943) which may be carried forward to apply against future years’ taxable income, subject to the final determination by taxation authorities, and commence expiration in the year 2039. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 A. 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% of the number of issued and outstanding shares of the Buyer Common Stock on the Business Day prior to the Closing Date (“Closing Consideration”) 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, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Buyer will own, following such issuance, 40.00% of the issued and outstanding shares of the Buyer Common Stock; (ii) if on a date that is nine (9) months after the Closing Date, the Revenue for such nine-month period is at least and not less than $4,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Buyer will own, following such issuance, 64.00% of the issued and outstanding shares of the Buyer Common Stock. Such issuance may be made as early as six (6) months after the Closing Date if $4,000,000 in Revenue is reached between six (6) and nine (9) months after the Closing Date; and (iii) if on a date that is twelve (12) months after the Closing Date, Revenue for such twelve-month period is at least and not less than $6,000,000, Buyer will issue to Seller such number of additional shares of Buyer Common Stock such that Buyer will own, following such issuance, 84.00% of the issued and outstanding shares of the Buyer Common Stock. Such issuance may be made as early as six (6) months after the Closing Date if $6,000,000 in Revenue is reached between six (6) and twelve (12) months after the Closing Date. 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 $130,000,000but 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. B. 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. C. 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. D. 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 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”). E. 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 President 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 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 Balance Sheets as of December 31, 2022, Consolidated Statements of Operations and Comprehensive Loss, Statements of Stockholder’s Equity (Deficit), Statements of Cash Flows and its Notes to the Financial Statements of the fiscal years ended December 31, 2022, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023 (the “Original Form 10-K”). 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 fiscal year ended December 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-K. 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 December 31, 2022. The previously reported amounts reflect those included in the Original Filing of our Annual Report on Form 10-K as of and for the years ended December 31, 2022 filed with the SEC on March 27, 2023. 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) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents 35,254 - 35,254 - - - Intangible assets, net 8,968,000 (8,968,000 ) - - - - Goodwill 2,832,000 (2,832,000 ) - - - - Prepaid expenses and deposits - - - 350 (350 ) - TOTAL ASSETS 11,835,254 (11,800,000 ) 35,254 350 (350 ) - LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 1,321,483 - 1,321,483 20,500 (20,500 ) - Due to a related party 788,045 - 788,045 22,493 (22,493 ) - Total Liabilities 2,109,528 - 2,109,528 42,993 (42,993 ) - Stockholder’s Funds (Deficit) Common stock 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 40,444 - 40,444 5,731 (5,731 ) - Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares - - - - 26,351 26,351 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 34,003,212 (28,138,929 ) 5,864,283 17,234 3,383,036 3,400,270 Share subscriptions receivable (58 ) - (58 ) (58 ) 58 - Deficit (24,319,872 ) 16,338,929 (7,980,943 ) (65,550 ) (3,361,071 ) (3,426,621 ) Total Stockholder’s Funds (Deficit) 9,725,726 (11,800,000 ) (2,074,274 ) (42,643 ) 42,643 - TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 11,835,254 (11,800,000 ) 35,254 350 (350 ) - GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated Service Revenue 5,454,119 - 5,454,119 - 14,340,379 14,340,379 Cost of Service 3,382,954 - 3,382,954 - 9,787,285 9,787,285 Gross Profit 2,071,165 - 2,071,165 - 4,553,094 4,553,094 Operating Expenses General and administrative 3,503,764 - 3,503,764 27,800 1,111,447 1,139,247 Sales and marketing 5,000 - 5,000 - 122,300 122,300 Impairment loss 19,700,000 (19,700,000 ) - - - - Research and development 3,116,723 - 3,116,723 - 6,718,168 6,718,168 Total Operating Expenses 26,325,487 (19,700,000 ) 6,625,487 27,800 7,951,915 7,979,715 Net (Loss) and Comprehensive (Loss) (24,254,322 ) 19,700,000 (4,554,322 ) (27,800 ) (3,398,821 ) (3,426,621 ) Basic and Diluted Net (Loss) per Common Share (0.708 ) - (0.133 ) (0.005 ) - (0.130 ) Weighted Average Number of Common Shares Outstanding 34,269,899 - 34,269,899 5,731,000 - 26,350,756 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (24,254,322 ) 19,700,000 (4,554,322 ) (27,800 ) (3,398,821 ) (3,426,621 ) Issuance of shares for service received 1,954,962 - 1,954,962 - - - Changes in Operating Assets and Liabilities: Prepaid expense and deposits 350 ) - 355 (355 ) - Accounts payable and accrued liabilities 1,300,983 20,500 1,321,483 20,500 (20,500 ) - Impairment loss 19,700,000 (19,700,000 ) - - - - Net Cash (Used in) Operating Activities (1,298,027 ) 20,150 (1,277,877 ) (6,945 ) (3,419,676 ) (3,426,621 ) FINANCING ACTIVITIES Preferred stock issuance 20,000 - 20,000 - - - Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company - 505,086 505,086 - - - Due to related party 1,313,281 (525,236 ) 788,045 2,268 1,439,859 1,442,127 Net Cash Provided by Financing Activities 1,333,281 (20,150 ) 1,313,131 2,268 1,439,859 1,442,127 Change in Cash 35,254 - 35,254 (4,677 ) (1,979,817 ) (1,984,494 ) Cash, Beginning of Year - - - 4,677 1,979,817 1,984,494 Cash, End of Year 35,254 - 35,254 - - - NON-CASH TRANSACTION Issuance of shares for services received 1,954,962 - 1,954,962 - - - |
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 The Company applies judgment whichn the application of the going concern assumptionwhichch 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 and in the factors regarding the impairment of the property and equipment. |
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 December 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 pursuant to the “Separation agreement” of CreateApp on a going forward basis . |
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_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents 35,254 - 35,254 - - - Intangible assets, net 8,968,000 (8,968,000 ) - - - - Goodwill 2,832,000 (2,832,000 ) - - - - Prepaid expenses and deposits - - - 350 (350 ) - TOTAL ASSETS 11,835,254 (11,800,000 ) 35,254 350 (350 ) - LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 1,321,483 - 1,321,483 20,500 (20,500 ) - Due to a related party 788,045 - 788,045 22,493 (22,493 ) - Total Liabilities 2,109,528 - 2,109,528 42,993 (42,993 ) - Stockholder’s Funds (Deficit) Common stock 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 40,444 - 40,444 5,731 (5,731 ) - Share exchange acquired all the CreateApp assets from Logiq for 26,350,756 shares - - - - 26,351 26,351 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 34,003,212 (28,138,929 ) 5,864,283 17,234 3,383,036 3,400,270 Share subscriptions receivable (58 ) - (58 ) (58 ) 58 - Deficit (24,319,872 ) 16,338,929 (7,980,943 ) (65,550 ) (3,361,071 ) (3,426,621 ) Total Stockholder’s Funds (Deficit) 9,725,726 (11,800,000 ) (2,074,274 ) (42,643 ) 42,643 - TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 11,835,254 (11,800,000 ) 35,254 350 (350 ) - GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated Service Revenue 5,454,119 - 5,454,119 - 14,340,379 14,340,379 Cost of Service 3,382,954 - 3,382,954 - 9,787,285 9,787,285 Gross Profit 2,071,165 - 2,071,165 - 4,553,094 4,553,094 Operating Expenses General and administrative 3,503,764 - 3,503,764 27,800 1,111,447 1,139,247 Sales and marketing 5,000 - 5,000 - 122,300 122,300 Impairment loss 19,700,000 (19,700,000 ) - - - - Research and development 3,116,723 - 3,116,723 - 6,718,168 6,718,168 Total Operating Expenses 26,325,487 (19,700,000 ) 6,625,487 27,800 7,951,915 7,979,715 Net (Loss) and Comprehensive (Loss) (24,254,322 ) 19,700,000 (4,554,322 ) (27,800 ) (3,398,821 ) (3,426,621 ) Basic and Diluted Net (Loss) per Common Share (0.708 ) - (0.133 ) (0.005 ) - (0.130 ) Weighted Average Number of Common Shares Outstanding 34,269,899 - 34,269,899 5,731,000 - 26,350,756 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Year ended December 31, 2022 Year ended December 31, 2021 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (24,254,322 ) 19,700,000 (4,554,322 ) (27,800 ) (3,398,821 ) (3,426,621 ) Issuance of shares for service received 1,954,962 - 1,954,962 - - - Changes in Operating Assets and Liabilities: Prepaid expense and deposits 350 ) - 355 (355 ) - Accounts payable and accrued liabilities 1,300,983 20,500 1,321,483 20,500 (20,500 ) - Impairment loss 19,700,000 (19,700,000 ) - - - - Net Cash (Used in) Operating Activities (1,298,027 ) 20,150 (1,277,877 ) (6,945 ) (3,419,676 ) (3,426,621 ) FINANCING ACTIVITIES Preferred stock issuance 20,000 - 20,000 - - - Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company - 505,086 505,086 - - - Due to related party 1,313,281 (525,236 ) 788,045 2,268 1,439,859 1,442,127 Net Cash Provided by Financing Activities 1,333,281 (20,150 ) 1,313,131 2,268 1,439,859 1,442,127 Change in Cash 35,254 - 35,254 (4,677 ) (1,979,817 ) (1,984,494 ) Cash, Beginning of Year - - - 4,677 1,979,817 1,984,494 Cash, End of Year 35,254 - 35,254 - - - NON-CASH TRANSACTION Issuance of shares for services received 1,954,962 - 1,954,962 - - - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of company's income tax expense | The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: 2022 2021 Income tax recovery at statutory rate 956,408 719,590 Change in valuation allowance (956,408 ) (719,590 ) Income tax provision - - |
Schedule of deferred income tax assets and liabilities | The significant components of deferred income tax assets and liabilities are as follows: 2022 $ 2021 $ Net operating losses carried forward 1,675,998 719,590 Valuation allowance (1,675,998 ) (719,590 ) Net deferred income tax asset - - |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details) - USD ($) | 12 Months Ended | ||
Jul. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Nature of Business and Continuance of Operations (Details) [Line Items] | |||
Aggregate shares (in Shares) | 26,350,756 | ||
Basis description | 1-for-1 basis | ||
Net cash provided by (used in) operating activities | $ 1,277,877 | $ 3,426,621 | |
Operating losses | 4,554,322 | 3,426,621 | |
Working capital | 2,074,274 | ||
Accumulated deficit | $ 7,980,943 | $ 3,426,621 | |
Business Combination [Member] | |||
Nature of Business and Continuance of Operations (Details) [Line Items] | |||
Percentage of common stock and voting power | 11.10% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Balance Sheets) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash and cash equivalents | $ 35,254 | $ 0 | |
Total Assets | 35,254 | 0 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 1,321,483 | 0 | |
Due to related parties | 788,045 | 0 | |
Total Liabilities | 2,109,528 | 0 | |
Stockholder's Funds (Deficit) | |||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 as of December 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | 40,444 | 26,351 | |
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 | 0 | |
Additional paid-in capital | 5,864,283 | 3,400,270 | |
Share subscriptions receivable | (58) | 0 | |
Deficit | (7,980,943) | (3,426,621) | |
Total Stockholder's (Deficit) Funds | (2,074,274) | 0 | $ 3,426,621 |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | 35,254 | 0 | |
Related Party [Member] | |||
Current Liabilities | |||
Due to related parties | 788,045 | ||
Logiq Inc Member | |||
Stockholder's Funds (Deficit) | |||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 as of December 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | 26,351 | ||
Previously Reported [Member] | |||
Current Assets | |||
Cash and cash equivalents | 35,254 | ||
Intangible assets, net | 8,968,000 | ||
Goodwill | 2,832,000 | ||
Prepaid expenses and deposits | 350 | ||
Total Assets | 11,835,254 | 350 | |
Current Liabilities | |||
Accounts payable and accrued liabilities | 1,321,483 | 20,500 | |
Total Liabilities | 2,109,528 | 42,993 | |
Stockholder's Funds (Deficit) | |||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 as of December 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | 40,444 | 5,731 | |
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 | ||
Additional paid-in capital | 34,003,212 | 17,234 | |
Share subscriptions receivable | (58) | (58) | |
Deficit | (24,319,872) | (65,550) | |
Total Stockholder's (Deficit) Funds | 9,725,726 | (42,643) | |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | 11,835,254 | 350 | |
Previously Reported [Member] | Related Party [Member] | |||
Current Liabilities | |||
Due to related parties | 788,045 | 22,493 | |
Revision of Prior Period, Adjustment [Member] | |||
Current Assets | |||
Intangible assets, net | (8,968,000) | ||
Goodwill | (2,832,000) | ||
Prepaid expenses and deposits | (350) | ||
Total Assets | (11,800,000) | (350) | |
Current Liabilities | |||
Accounts payable and accrued liabilities | (20,500) | ||
Total Liabilities | (42,993) | ||
Stockholder's Funds (Deficit) | |||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 as of December 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | (5,731) | ||
Additional paid-in capital | (28,138,929) | 3,383,036 | |
Share subscriptions receivable | 58 | ||
Deficit | 16,338,929 | (3,361,071) | |
Total Stockholder's (Deficit) Funds | (11,800,000) | 42,643 | |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ (11,800,000) | (350) | |
Revision of Prior Period, Adjustment [Member] | Related Party [Member] | |||
Current Liabilities | |||
Due to related parties | (22,493) | ||
Revision of Prior Period, Adjustment [Member] | Logiq Inc Member | |||
Stockholder's Funds (Deficit) | |||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 40,444,083 as of December 31, 2022 and 26,350,756 for share exchange acquired all the CreateApp assets from Logiq Inc. as of December 31, 2021, respectively | $ 26,351 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Balance Sheets) (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 40,444,083 | 5,731,000 |
Common stock, shares outstanding | 40,444,083 | 5,731,000 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 2,000,000 | 0 |
Preferred stock, shares outstanding | 2,000,000 | 0 |
Logiq Inc Member | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Common stock, shares outstanding | 26,350,756 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Comprehensive Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Service Revenue | $ 5,454,119 | $ 14,340,379 |
Cost of Service | 3,382,954 | 9,787,285 |
Gross Profit | 2,071,165 | 4,553,094 |
Operating Expenses | ||
General and administrative | 3,503,764 | 1,139,247 |
Sales and marketing | 5,000 | 122,300 |
Research and development | 3,116,723 | 6,718,168 |
Total Operating Expenses | 6,625,487 | 7,979,715 |
Net (Loss) and Comprehensive (Loss) | $ (4,554,322) | $ (3,426,621) |
Basic and Diluted Net (Loss) per Common Share- Basic | $ (0.133) | $ (0.13) |
Basic and Diluted Net (Loss) per Common Share- Diluted | $ (0.133) | $ (0.13) |
Weighted Average Number of Common Shares Outstanding- Basic | 34,269,899 | 26,350,756 |
Weighted Average Number of Common Shares Outstanding- Diluted | 34,269,899 | 26,350,756 |
Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Service Revenue | $ 5,454,119 | $ 0 |
Cost of Service | 3,382,954 | 0 |
Gross Profit | 2,071,165 | 0 |
Operating Expenses | ||
General and administrative | 3,503,764 | 27,800 |
Sales and marketing | 5,000 | |
Impairment loss | 19,700,000 | |
Research and development | 3,116,723 | 0 |
Total Operating Expenses | 26,325,487 | 27,800 |
Net (Loss) and Comprehensive (Loss) | $ (24,254,322) | $ (27,800) |
Basic and Diluted Net (Loss) per Common Share- Basic | $ (0.708) | $ (0.005) |
Basic and Diluted Net (Loss) per Common Share- Diluted | $ (0.708) | $ (0.005) |
Weighted Average Number of Common Shares Outstanding- Basic | 34,269,899 | 5,731,000 |
Weighted Average Number of Common Shares Outstanding- Diluted | 34,269,899 | 5,731,000 |
Revision of Prior Period, Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Service Revenue | $ 0 | $ 14,340,379 |
Cost of Service | 0 | 9,787,285 |
Gross Profit | 0 | 4,553,094 |
Operating Expenses | ||
General and administrative | 0 | 1,111,447 |
Sales and marketing | 122,300 | |
Impairment loss | (19,700,000) | |
Research and development | 0 | 6,718,168 |
Total Operating Expenses | (19,700,000) | 7,951,915 |
Net (Loss) and Comprehensive (Loss) | $ 19,700,000 | $ (3,398,821) |
Basic and Diluted Net (Loss) per Common Share- Basic | $ 0 | $ 0 |
Basic and Diluted Net (Loss) per Common Share- Diluted | $ 0 | $ 0 |
Weighted Average Number of Common Shares Outstanding- Basic | 0 | 0 |
Weighted Average Number of Common Shares Outstanding- Diluted | 0 | 0 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Cash Flows) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net (Loss) for the Period | $ (4,554,322) | $ (3,426,621) |
Issuance of shares for service received | 1,954,962 | 0 |
Changes in Operating Assets and Liabilities: | ||
Accounts payable and accrued liabilities | 1,321,483 | 0 |
Net Cash (Used in) Operating Activities | (1,277,877) | (3,426,621) |
FINANCING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 505,086 | 0 |
Preferred stock issuance | 20,000 | 0 |
Due to related party | 788,045 | 1,442,127 |
Net Cash Provided by Financing Activities | 1,313,131 | 1,442,127 |
Change in Cash | 35,254 | (1,984,494) |
Cash, Beginning of Year | 0 | 1,984,494 |
Cash, End of Year | 35,254 | 0 |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | 1,954,962 | 0 |
Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net (Loss) for the Period | (24,254,322) | (27,800) |
Issuance of shares for service received | 1,954,962 | |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense and deposits | 350 | 355 |
Accounts payable and accrued liabilities | 1,300,983 | 20,500 |
Impairment loss | 19,700,000 | |
Net Cash (Used in) Operating Activities | (1,298,027) | (6,945) |
FINANCING ACTIVITIES | ||
Preferred stock issuance | 20,000 | |
Due to related party | 1,313,281 | 2,268 |
Net Cash Provided by Financing Activities | 1,333,281 | 2,268 |
Change in Cash | 35,254 | (4,677) |
Cash, Beginning of Year | 4,677 | |
Cash, End of Year | 35,254 | |
NON-CASH TRANSACTION | ||
Issuance of shares for services received | 1,954,962 | |
Revision of Prior Period, Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net (Loss) for the Period | 19,700,000 | (3,398,821) |
Changes in Operating Assets and Liabilities: | ||
Prepaid expense and deposits | (350) | (355) |
Accounts payable and accrued liabilities | 20,500 | (20,500) |
Impairment loss | (19,700,000) | |
Net Cash (Used in) Operating Activities | 20,150 | (3,419,676) |
FINANCING ACTIVITIES | ||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 505,086 | |
Due to related party | (525,236) | 1,439,859 |
Net Cash Provided by Financing Activities | $ (20,150) | 1,439,859 |
Change in Cash | (1,979,817) | |
Cash, Beginning of Year | $ 1,979,817 |
Significant Accounting Polici_8
Significant Accounting Policies - Addtional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||
(Loss) from Operations | $ 4,554,322 | $ 3,426,621 |
Separation Agreement Allocation of Operating Expenses | $ 3,427,173 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 26, 2022 | Jan. 27, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
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] | ||||
Amount owed | $ 788,045 | $ 22,493 | ||
Common stock issued (in Shares) | 26,350,756 |
Common Stock - Additional infor
Common Stock - Additional information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock Details [Line Items] | |||
Common stock, shares | 34,713,083 | ||
Common stock, par value | $ 0.001 | ||
Proceeds from issuance or sale of equity | $ 34,713 | ||
Receivable from Shareholders s for issuance of stock | $ 58 | ||
Number of shares of stock issued during the period pursuant to acquisitions. | 26,350,756 | ||
Common stock, shares issued | 40,444,083 | 5,731,000 | |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock [Member] | |||
Common Stock Details [Line Items] | |||
Common stock, shares issued | 1,231,000 | ||
Common stock par value (in Dollars per share) | $ 0.01 | ||
Common stock shares for proceeds | $ 18,465 | ||
Share subscriptions receivable | $ 58 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of company's income tax expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Company Income Tax Expense [Abstract] | ||
Income tax recovery at statutory rate | $ 956,408 | $ 719,590 |
Change in valuation allowance | (956,408) | (719,590) |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred income tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Income Tax Assets And Liabilities [Abstract] | ||
Net operating losses carried forward | $ 1,675,998 | $ 719,590 |
Valuation allowance | (1,675,998) | (719,590) |
Net deferred income tax asset | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal and state income taxes percentage | 21% |
Net operating losses carried forward | $ (7,980,943) |
Income tax expiration period | 2039 |
Subsequent Events - Additional
Subsequent Events - Additional information (Detail) | 12 Months Ended | ||||||
Aug. 18, 2023 USD ($) | Jul. 26, 2023 USD ($) Customers shares | Jul. 01, 2023 $ / shares shares | Mar. 07, 2023 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 19, 2023 shares | |
Subsequent Event [Line Items] | |||||||
Aggregate number of common shares reserved for future issuanc | shares | 29,166,667 | ||||||
Number of shares authorized for issuance | shares | 106,666,667 | ||||||
Percentage of vesting of award | 100% | ||||||
Common stock shares subscribed but not issued | shares | 77,500,000 | ||||||
Common Stock Shares Outstanding Not Yet Registered With The Share Transfer Agent Post Acquistion | shares | 1,252,500 | ||||||
Percentage Of Common Shares Acquired | 100% | ||||||
Revenues | $ 5,454,119 | $ 14,340,379 | |||||
Stock Issued During Period, Value, New Issues | $ 2,518,591 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate number of common shares reserved for future issuanc | shares | 76,247,500 | ||||||
Common Stock Shares Outstanding In Respect Of Which Approval Is Obtained | shares | 75,497,500 | ||||||
Common stock shares returnable to treasury | shares | 76,247,500 | ||||||
Stock issued during the period shares for services | shares | 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 Paying Customers | Customers | 360 | ||||||
Number Of Earnout Payments Shares Issued | shares | 5,000,000 | ||||||
Subsequent Event [Member] | Earnout Payment Ii [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of Paying Customers | Customers | 2,000 | ||||||
Number Of Earnout Payments Shares Issued | shares | 5,000,000 | ||||||
Subsequent Event [Member] | Earnout Payment Iii [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of Paying Customers | Customers | 4,900 | ||||||
Number Of Earnout Payments Shares Issued | shares | 5,000,000 | ||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 15,000,000 | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage Of Shares Issued And Outstanding | 19.99% | ||||||
Market Capitalization | $ 105,000,000 | ||||||
Number Of Trading Days For Determining Volume Weighted Average Price | 15 days | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | First Milestone Earnout Payment [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Market Capitalization | $ 130,000,000 | ||||||
Percentage Of Increase In Additional Shares Over The Market Capitalisation | 70% | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Second Milestone Earnout Payment [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Market Capitalization | $ 130,000,000 | ||||||
Percentage Of Increase In Additional Shares Over The Market Capitalisation | 80% | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Third Milestone Earnout Payment [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Market Capitalization | $ 160,000,000 | ||||||
Percentage Of Increase In Additional Shares Over The Market Capitalisation | 90% | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Six Month After The Closing Of Business Combination [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage Of Shares Issued And Outstanding | 40% | ||||||
Business Acquisition, Pro Forma Revenue | $ 2,000,000 | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Nine Month After The Closing Of Business Combination [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage Of Shares Issued And Outstanding | 64% | ||||||
Business Acquisition, Pro Forma Revenue | $ 4,000,000 | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Twelve Month After The Closing Of Business Combination [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage Of Shares Issued And Outstanding | 84% | ||||||
Business Acquisition, Pro Forma Revenue | $ 6,000,000 | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Between Six And Nine Month After The Closing Of Business Combination [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | 4,000,000 | ||||||
Subsequent Event [Member] | Recruiter.com Group [Member] | Between Six And Twelve Month After The Closing Of Business Combination [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business Acquisition, Pro Forma Revenue | $ 6,000,000 |