Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
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 | 63,136,499 | |
Amendment Flag | true | |
Entity Central Index Key | 0001746278 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Entity File Number | 333-231286 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 35-2618297 | |
Entity Address, Address Line One | 230 Victoria Street Bugis Junction | |
Entity Address, Address Line Two | #15-01/08 | |
Entity Address, City or Town | Singapore | |
Entity Address, Country | SG | |
Entity Address, Postal Zip Code | 188024 | |
City Area Code | 65 | |
Local Phone Number | 9366 2322 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Amendment Description | GoLogiq, Inc. (formerly known as Lovarra) (the “Company”) is filing this Amendment No. 2 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 September 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Original Form 10-Q”) and amended by Amendment 1 on Form 10-Q/A filed with the SEC on April 30, 2024 (the “First Amended Form 10-Q/A”). This Amendment is being filed for the purpose of: (1) Correcting and amending the Explanatory Note of the First Amended Form 10-Q/A to clarify that the SEC did not at any time in any correspondence or discussions draw any conclusions or release any statements to the Company regarding the Company’s acquisition of the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”). Accordingly, under the Explanatory Note, 1. Restatement of Financial Statements, the first paragraph is hereby deleted and restated in its entirety with the following: 1. Restatement of Financial Statements In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company. Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did not meet the definition of a business, this transaction cannot be considered a business combination. Instead, the transaction was a reverse acquisition and the Company ceased to be a shell company as a result of the AppLogiq/CreateApp acquisition from Logiq. In addition, under Note 2, Restatement of Previously Issued Consolidated Financial Statements, 1. Restatement of Financial Statements, the first paragraph is hereby deleted and restated in its entirety with the following: 1. Restatement of Financial Statements In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company (then named Lovarra). Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did 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 above, the Company is restating its financial statements as of and for the nine months ended September 30, 2023 and December 31, 2022. This Amendment is being filed for the purpose of reporting and disclosing the full Form 10-Q requirements, which includes a full set of restated financial statements and all footnote disclosures, incorporating all the revised restatement footnote corrections and amendments previously disclosed and discussed in the First Amended Form 10-Q/A. This Amendment is presented as of the filing date of the Original Form 10-Q, 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 quarter ended September 30, 2023 restatements described below. Accordingly, this Amendment 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-Q. This Amendment sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-Q 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-Q, 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 1, “Unaudited Consolidated Condensed Financial Statement,” andPart II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” In accordance with applicable SEC rules, this Amendment 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 Amendment for additional information and for the summary of the accounting impacts of the restatement of the Company’s consolidated financial statements. |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||||||||
Cash and cash equivalents | $ 237 | $ 35,254 | ||||||
Total Assets | 237 | 35,254 | ||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | 1,165,852 | 1,321,483 | ||||||
Notes payable | 445,602 | 0 | ||||||
Due to a related party, Logiq Inc | 482,420 | 788,045 | ||||||
Total Liabilities | 2,093,874 | 2,109,528 | ||||||
Stockholder's Funds (Deficit) | ||||||||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 70,681,954 and 40,444,083 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 70,682 | 40,444 | ||||||
Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares was extinguished as of September 30, 2023 and outstanding as of December 31, 2022, respectively | 0 | 2,000 | ||||||
Additional paid-in capital | 10,471,675 | 5,864,283 | ||||||
Share subscriptions receivable | (58) | (58) | ||||||
Accumulated deficit | (12,635,936) | (7,980,943) | ||||||
Total Stockholder's (Deficit) | (2,093,637) | $ (1,845,647) | $ (1,862,358) | (2,074,274) | $ (1,485,430) | $ (1,447,324) | $ (1,433,266) | $ 0 |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ 237 | $ 35,254 |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 70,681,954 | 40,444,083 |
Common stock, shares outstanding | 70,681,954 | 40,444,083 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 2,000,000 | |
Preferred stock shares converted into common stock | 2,000,000 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Service Revenue | $ 0 | $ 334,987 | $ 74,489 | $ 5,277,379 |
Cost of Service | 0 | 179,580 | 40,131 | 3,287,992 |
Gross Profit | 0 | 155,407 | 34,358 | 1,989,387 |
Operating Expenses | ||||
General and administrative | 327,101 | 511,567 | 4,619,851 | 2,312,486 |
Sales and marketing | 0 | 0 | 0 | 5,000 |
Research and development | 0 | 321,000 | 69,500 | 2,386,500 |
Total Operating Expenses | 327,101 | 832,567 | 4,689,351 | 4,703,986 |
(Loss) from Operations | (327,101) | (677,160) | (4,654,993) | (2,714,599) |
Income tax (Corporate tax) | 0 | 0 | 0 | 0 |
Net (Loss) and Comprehensive (Loss) | $ (327,101) | $ (677,160) | $ (4,654,993) | $ (2,714,599) |
Basic and Diluted Net (Loss) per Common Share- Basic | $ (0.002) | $ (0.019) | $ (0.045) | $ (0.083) |
Basic and Diluted Net (Loss) per Common Share- Diluted | $ (0.002) | $ (0.019) | $ (0.045) | $ (0.083) |
Weighted Average Number of Common Shares Outstanding- Basic | 132,839,434 | 36,463,337 | 104,600,743 | 32,748,824 |
Weighted Average Number of Common Shares Outstanding- Diluted | 132,839,434 | 36,463,337 | 104,600,743 | 32,748,824 |
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 [Member] |
Balance (in Shares) at Dec. 31, 2021 | 26,350,756 | ||||
Balance at Dec. 31, 2021 | $ 0 | $ 26,351 | $ 3,400,270 | $ 0 | $ (3,426,621) |
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 service | $ 3,120 | (3,120) | |||
Issuance of Shares for service (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 | ||||
Balance (in Shares) at Dec. 31, 2021 | 26,350,756 | ||||
Balance at Dec. 31, 2021 | 0 | $ 26,351 | 3,400,270 | 0 | (3,426,621) |
Net (loss) for the year | (2,714,599) | ||||
Balance at Sep. 30, 2022 | (1,485,430) | $ 36,913 | 4,618,935 | (58) | (6,141,220) |
Balance (in Shares) at Sep. 30, 2022 | 36,913,259 | ||||
Balance (in Shares) at Mar. 31, 2022 | 35,201,756 | ||||
Balance at Mar. 31, 2022 | (1,433,266) | $ 35,202 | 3,348,834 | (58) | (4,817,244) |
Issuance of Shares | 632,758 | $ 600 | 632,158 | ||
Issuance of Shares (in Shares) | 600,000 | ||||
Net (loss) for the year | (646,817) | (646,817) | |||
Balance at Jun. 30, 2022 | (1,447,324) | $ 35,802 | 3,980,992 | (58) | (5,464,060) |
Balance (in Shares) at Jun. 30, 2022 | 35,801,756 | ||||
Issuance of Shares | 425,719 | $ 237 | 425,482 | ||
Issuance of Shares (in Shares) | 236,661 | ||||
Issuance of Shares for service | 213,335 | $ 874 | 212,461 | ||
Issuance of Shares for service (in Shares) | 874,848 | ||||
Net (loss) for the year | (677,160) | (677,160) | |||
Balance at Sep. 30, 2022 | (1,485,430) | $ 36,913 | 4,618,935 | (58) | (6,141,220) |
Balance (in Shares) at Sep. 30, 2022 | 36,913,259 | ||||
Balance (in Shares) at Dec. 31, 2022 | 40,444,083 | ||||
Balance at Dec. 31, 2022 | (2,074,274) | $ 42,444 | 5,864,283 | (58) | (7,980,943) |
Issuance of Shares | 320,452 | $ 74,937 | 245,515 | ||
Issuance of Shares (in Shares) | 76,936,479 | ||||
Issuance of Shares for service | 1,814,497 | $ 7,229 | 1,807,268 | ||
Issuance of Shares for service (in Shares) | 7,229,073 | ||||
Net (loss) for the year | (1,923,033) | (1,923,033) | |||
Balance at Mar. 31, 2023 | (1,862,358) | $ 124,610 | 7,917,066 | (58) | (9,903,976) |
Balance (in Shares) at Mar. 31, 2023 | 124,609,635 | ||||
Balance (in Shares) at Dec. 31, 2022 | 40,444,083 | ||||
Balance at Dec. 31, 2022 | (2,074,274) | $ 42,444 | 5,864,283 | (58) | (7,980,943) |
Net (loss) for the year | (4,654,993) | ||||
Balance at Sep. 30, 2023 | (2,093,637) | $ 70,682 | 10,471,675 | (58) | (12,635,936) |
Balance (in Shares) at Sep. 30, 2023 | 70,681,954 | ||||
Balance (in Shares) at Mar. 31, 2023 | 124,609,635 | ||||
Balance at Mar. 31, 2023 | (1,862,358) | $ 124,610 | 7,917,066 | (58) | (9,903,976) |
Issuance of Shares | 97,963 | $ 261 | 97,702 | ||
Issuance of Shares (in Shares) | 260,521 | ||||
Issuance of Shares for service | 2,323,607 | $ 9,257 | 2,314,350 | ||
Issuance of Shares for service (in Shares) | 9,257,400 | ||||
Net (loss) for the year | (2,404,859) | (2,404,859) | |||
Balance at Jun. 30, 2023 | (1,845,647) | $ 134,128 | 10,329,118 | (58) | (12,308,835) |
Balance (in Shares) at Jun. 30, 2023 | 134,127,556 | ||||
Cancel Shares (in Shares) | (6) | ||||
Issuance of Shares (in Shares) | 316,444 | ||||
Shares Return | 216,684 | $ (63,762) | 280,446 | ||
Shares Return (Shares) | (63,762,046) | ||||
Issuance of Shares for service | (137,573) | $ 316 | (137,889) | ||
Issuance of Shares for service (in Shares) | 316,444 | ||||
Net (loss) for the year | (327,101) | (327,101) | |||
Balance at Sep. 30, 2023 | $ (2,093,637) | $ 70,682 | $ 10,471,675 | $ (58) | $ (12,635,936) |
Balance (in Shares) at Sep. 30, 2023 | 70,681,954 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES | ||||
Net (Loss) for the Period | $ (327,101) | $ (1,923,033) | $ (4,654,993) | $ (2,714,599) |
Changes in Operating Assets and Liabilities: | ||||
Accounts payable and accrued liabilities | (155,631) | 0 | ||
Issuance of shares for service received | 4,635,629 | 1,148,712 | ||
Net Cash (Used in) Operating Activities | (174,995) | (1,565,887) | ||
FINANCING ACTIVITIES | ||||
Due (to) from related party, Logiq Inc | (305,624) | 1,485,430 | ||
Notes payable | 445,602 | 0 | ||
Net Cash Provided by Financing Activities | 139,978 | 1,485,430 | ||
INVESTING ACTIVITIES | ||||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 80,457 | |||
Net Movement in Investing Activities | 80,457 | |||
Change in Cash | (35,017) | |||
Cash, Beginning of Year | $ 35,254 | 35,254 | ||
Cash, End of Period | $ 237 | 237 | ||
NON-CASH TRANSACTION | ||||
Issuance of shares for services received | $ 4,200,729 | $ 1,148,712 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Nature of Business and Continuance of Operations [Abstract] | |
Nature of Business and Continuance of Operations | Note 1 – Nature of Business and Continuance of Operations GoLogiq, Inc. (formerly known as Lovarra) (the “Company”) was incorporated on January 29, 2018 under the laws of the State of Nevada. As of December 31, 2021, the Company was a shell company focused on software application development, including an expense and income tracker and a physical wallet with a lock that can be opened via Bluetooth linked by a user application. On January 27, 2022, the Company completed the acquisition of the business segment of CreateApp from Logiq Inc. (a fully reporting public company) (“Logiq”). As a result, the Company’s results of operations for the year ended December 31, 2022 include the operations of CreateApp. On May 9, 2022, the Company changed its name from Lovarra Inc. to GoLogiq, with the Secretary of State of the State of California, and on June 9, 2022, the Company’s common stock began trading on the OTC Markets marketplace under the Company’s new name, GoLogiq, Inc., and the new ticker symbol “GOLQ.” On July 27, 2022, Logiq completed the spin off of its direct interests in the Company, in connection with which Logiq distributed an aggregate of 26,350,756 shares of the Company’s common stock then directly owned by Logiq to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received 1 share of the Company). Logiq Inc does not have effective control of Gologiq shares prior to spin off. As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a technical majority owned subsidiary of Logiq. As of September 30, 2023, Logiq controlled, through one of its subsidiaries, approximately 6.37% 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. 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 $130,000,000 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. As of the date of this Report, the transactio ns contemplated under the Share Purchase Agreement and the Recruiter Amendment have not yet closed. Symplefy 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”). As of the date of this Report, the transactions contemplated under the Share Exchange Agreement have not yet closed. 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 mutually elected to abandon the proposed business combination and to terminate the Share Exchange Agreement and cancel the GammaRey Shareholder Shares totaling seventy-six million two hundred forty-seven thousand five hundred (76,247,500) shares that were issued pursuant to the GammaRey Share Exchange Agreement. As such, 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-seven million five hundred thousand (77,500,000) shares; however, there is a court order hold on AD Securities America LLC’s holdings of 1,440,000 shares. Except for the holdings of AD Securities America LLC, all shares have been returned to Treasury and cancelled. 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. Nest Egg In addition, on January 30, 2023, the Company entered into a Share Exchange Agreement (the “Nest Egg Share Exchange Agreement”), with Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”) and the members of Nest Egg (the “Members”). Pursuant to the Nest Egg Share Exchange Agreement, at the closing thereof (the “Closing”), the Company agreed to exchange the outstanding membership interests of Nest Egg held by the Members for shares of common stock of the Company having a value of $30 million immediately following such exchange. On August 20, 2023, the Company elected to terminate the Nest Egg Share Exchange Agreement pursuant to the terms in the agreement. As of the date of this Report, the transactions contemplated under the Nest Egg Share Exchange Agreement have been terminated. 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 nine months ended September 30, 2023, the Company has incurred operating losses of $4,654,993 and $2,714,599 from operating losses for the nine months ended September 30, 2022. As at September 30, 2023, the Company has a working capital deficit of $2,093,637 and an accumulated deficit of $12,635,936. 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 nine months ended September 30, 2023 and fiscal 2022, but management continues to monitor the situation as more of the population in the region where we operate is vaccinated and business has begun returning to some normality. In addition, many of our customers are working remotely, which may delay the timing of new business and implementations of our services. If COVID-19 and/or inflation continues to have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall financial performance could be harmed. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. Restatement of Previously Issued Consolidated Financial Statements The Company has restated its Consolidated Balance Sheets as of September 30, 2023, 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 nine months ended September 30, 2023, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect a capital transaction which would not have resulted in the recognition of goodwill and intangible assets. 1. Restatement of Financial Statements: In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”) , management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company (then named Lovarra). Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did 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 above, the Company is restating its financial statements as of and for the nine months ended September 30, 2023 and December 31, 2022. 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 September 30, 2023 . The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of September 30, 2023. 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 September 30, 2023 filed with the SEC on November 14, 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 acquire e GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) September 30, 2023 December 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents 237 - 237 35,254 - 35,254 Intangible assets, net 8,968,000 (8,968,000 ) - 8,968,000 (8,968,000 ) - Goodwill 2,832,000 (2,832,000 ) - 2,832,000 (2,832,000 ) - TOTAL ASSETS 11,800,237 (11,800,000 ) 237 11,835,254 (11,800,000 ) 35,254 LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 1,130,890 34,962 1,165,852 1,321,483 - 1,321,483 Notes payable - 445,602 445,602 - - - Due to a related party 482,420 - 482,420 788,045 - 788,045 Total Liabilities 1,613,310 480,564 2,093,874 2,109,528 - 2,109,528 Stockholder’s Funds (Deficit) Common stock Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 70,681,954 and 40,444,083 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 70,682 - 70,682 40,444 - 40,444 Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares was ext i - - - 2,000 - 2,000 Additional paid-in capital 39,045,604 (28,573,929 ) 10,471,675 34,003,212 (28,138,929 ) 5,864,283 Share subscriptions receivable (58 ) - (58 ) (58 ) - (58 ) Deficit (28,929,301 ) 16,293,365 (12,635,936 ) (24,319,872 ) 16,338,929 (7,980,943 ) Total Stockholder’s Funds (Deficit) 10,186,927 (12,280,564 ) (2,093,637 ) 9,725,726 (11,800,000 ) (2,074,274 ) TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 11,800,237 (11,800,000 ) 237 11,835,254 (11,800,000 ) 35,254 GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Three months ended September 30, 2023 Nine months ended September 30, 2023 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated Service Revenue - - - 74,489 - 74,489 Cost of Service - - - 40,131 - 40,131 Gross Profit - - - 34,358 - 34,358 Operating Expenses General and administrative 302,377 24,724 327,101 4,574,287 45,564 4,619,851 Research and development - - - 69,500 - 69,500 Total Operating Expenses 302,377 24,724 327,101 4,643,787 45,564 4,689,351 Net (Loss) and Comprehensive (Loss) (302,377 ) (24,724 ) (327,101 ) (4,609,429 ) (45,564 ) (4,654,993 ) Basic and Diluted Net (Loss) per Common Share (0.002 ) - (0.002 ) (0.044 ) - (0.045 ) Weighted Average Number of Common Shares Outstanding 132,839,434 - 132,839,434 104,600,743 - 104,600,743 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Nine months ended September 30, 2023 Nine months ended September 30, 2022 As Filed Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (4,609,429 ) (45,564 ) (4,654,993 ) (2,714,599 ) - (2,714,599 ) Changes in Operating Assets and Liabilities: Prepaid expense and deposits - - - (292,051 ) 292,051 - Accounts payable and accrued liabilities (119,342 ) (36,289 ) (155,631 ) 66,164 (66,164 ) - Issuance of shares for service received 5,070,629 (435,000 ) 4,635,629 1,148,712 - 1,148,712 Net Cash (Used in) Operating Activities 341,858 (516,853 ) (174,995 ) (1,791,774 ) 225,887 (1,565,887 ) FINANCING ACTIVITIES Due to related party (376,875 ) 71,251 (305,624 ) 618,979 866,451 1,485,430 Notes payable - 445,602 445,602 - - - Net Cash Provided by Financing Activities (376,875 ) 516,853 139,978 618,979 866,451 1,485,430 INVESTING ACTIVITIES Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company - - 1,172,795 (1,092,338) 80,457 Net Movement in Investing Activities - - - 1,172,795 (1,095,338) 80,457 Change in Cash (35,017 ) - (35,017 ) - - Cash, Beginning of Year 35,254 - 35,254 - - - Cash, End of Year 237 - 237 - - NON-CASH TRANSACTION Issuance of shares for services received 4,200,729 - 4,200,729 1,148,712 - 1,148,712 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 nine months or less at the time of purchase to be cash equivalents. Loss Per Share The Company computes income (loss) per share in accordance with ASC 260 “ Earnings per Share ”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. 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 September 30, 2023 and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positi ons. 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” . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations. Comprehensive Loss ASC 220, “ Comprehensive Income ” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of September 30, 2023 and 2022, the Company had no items that affected comprehensive loss. Intangible assets. The Company’s intangible assets consist of its proprietary software platform and technologies namely CreateApp and AtoZ PAY/GO, which is amortized using the straight-line method over five years, commencing April 1, 2022. Recent Accounting Pronouncements In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions On January 27, 2022, the Logiq completed the transfer of its AppLogiq business to the Company. In connection with the completion of the transfer of AppLogiq to the Company, the Company issued 26,350,756 shares of its common shares to Logiq (the “GoLogiq Shares”). Logiq held the GoLogiq Shares until July 27, 2022, on which date it distributed 100% of the GoLogiq Shares to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received 1 share of GoLogiq) through a spin off. Logiq Inc held Gologiq shares between January 27, 2022 and July 27, 2022 in escrow in trust for Logiq’s stockholders of record as of December 30, 2021. Logiq Inc does not have effective control of Gologiq shares prior to spin off. As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a technical 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. Commensurate with the closing of the Gamma Rey transaction on March 7, 20 2 he Series A Preferred Stock, par value $0.001 per share (“Series A Preferred”) were converted by the holders into 6,000,000 shares of Company common stock, and the Series A Preferred was extinguished. |
Stockholder's Equity
Stockholder's Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholder's Equity | Note 4 – Stockholder’s Equity Issuance of Common Stock During the three months ended March 31, 2023, a total of 76,936,479 shares with par value $0.001 per share were issued to various stockholders. During the three months ended June 30, 2023, a total of 260,521 shares with par value $0.001 per share were issued to various stockholders. During the three months ended September 30, 2023, a total of 316,444 shares with par value $0.001 per share were issued to various stockholders. Cancellation of Common Stock During the three months ended September 30, 2023, a total of 63,762,046 shares with par value $0.001 per share were cancelled. Stock-Based Compensation During the three months ended March 31, 2023, a total 7,229,073 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants. During the three months ended June 30, 2023, a total 9,257,400 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants. During the three months ended September 30, 2023, a total 316,444 shares with par value of $0.001 per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants. |
Legal Matters
Legal Matters | 9 Months Ended |
Sep. 30, 2023 | |
Legal Matters [Abstract] | |
Legal Matters | Note 5 – Legal Matters 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. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Note 6 – Notes payable As of September 30, 2023, the Company has notes payable outstanding totalling $445,602, consisting of the following: A notes payable to Emmis Capital II, LLC was issued date on March 1, 2023, with principal amount of $235,294, bearing interest at a fixed rate of 12% per annum, and originally due 8 months from the issue date. The maturity date was extended to February 14, 2024. A notes payable to Dane Shea was issued date on July 17, 2023, with principal amount of $80,000, bearing interest at a fixed rate of 10% per annum, and originally due 12 months from the issue date. A notes payable to Robert Seguso was issued date on July 17, 2023, with principal amount of $135,000, bearing interest at a fixed rate of 10% per annum, and originally due 12 months from the issue date. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 The Company has evaluated subsequent events through November 14, 2023, the date on which the accompanying condensed consolidated financial statements were available to be issued, and concluded that, no material subsequent events have occurred since September 30, 2023, that require recognition or disclosure in the consolidated financial statements except as follows: On October 3, 2023, a total of 9,545,455 shares with par value $0.001 per share were cancelled. On October 3, 2023, Peter Bordes was issued 2,000,000 shares with par value $0.001 per share. 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) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is December 31. |
Restatement of Previously Issued Consolidated Financial Statements | Restatement of Previously Issued Consolidated Financial Statements The Company has restated its Consolidated Balance Sheets as of September 30, 2023, 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 nine months ended September 30, 2023, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect a capital transaction which would not have resulted in the recognition of goodwill and intangible assets. 1. Restatement of Financial Statements: In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”) , management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company (then named Lovarra). Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did 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 above, the Company is restating its financial statements as of and for the nine months ended September 30, 2023 and December 31, 2022. 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 September 30, 2023 . The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of September 30, 2023. 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 September 30, 2023 filed with the SEC on November 14, 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 acquire e GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) September 30, 2023 December 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents 237 - 237 35,254 - 35,254 Intangible assets, net 8,968,000 (8,968,000 ) - 8,968,000 (8,968,000 ) - Goodwill 2,832,000 (2,832,000 ) - 2,832,000 (2,832,000 ) - TOTAL ASSETS 11,800,237 (11,800,000 ) 237 11,835,254 (11,800,000 ) 35,254 LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 1,130,890 34,962 1,165,852 1,321,483 - 1,321,483 Notes payable - 445,602 445,602 - - - Due to a related party 482,420 - 482,420 788,045 - 788,045 Total Liabilities 1,613,310 480,564 2,093,874 2,109,528 - 2,109,528 Stockholder’s Funds (Deficit) Common stock Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 70,681,954 and 40,444,083 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 70,682 - 70,682 40,444 - 40,444 Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares was ext i - - - 2,000 - 2,000 Additional paid-in capital 39,045,604 (28,573,929 ) 10,471,675 34,003,212 (28,138,929 ) 5,864,283 Share subscriptions receivable (58 ) - (58 ) (58 ) - (58 ) Deficit (28,929,301 ) 16,293,365 (12,635,936 ) (24,319,872 ) 16,338,929 (7,980,943 ) Total Stockholder’s Funds (Deficit) 10,186,927 (12,280,564 ) (2,093,637 ) 9,725,726 (11,800,000 ) (2,074,274 ) TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 11,800,237 (11,800,000 ) 237 11,835,254 (11,800,000 ) 35,254 GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Three months ended September 30, 2023 Nine months ended September 30, 2023 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated Service Revenue - - - 74,489 - 74,489 Cost of Service - - - 40,131 - 40,131 Gross Profit - - - 34,358 - 34,358 Operating Expenses General and administrative 302,377 24,724 327,101 4,574,287 45,564 4,619,851 Research and development - - - 69,500 - 69,500 Total Operating Expenses 302,377 24,724 327,101 4,643,787 45,564 4,689,351 Net (Loss) and Comprehensive (Loss) (302,377 ) (24,724 ) (327,101 ) (4,609,429 ) (45,564 ) (4,654,993 ) Basic and Diluted Net (Loss) per Common Share (0.002 ) - (0.002 ) (0.044 ) - (0.045 ) Weighted Average Number of Common Shares Outstanding 132,839,434 - 132,839,434 104,600,743 - 104,600,743 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Nine months ended September 30, 2023 Nine months ended September 30, 2022 As Filed Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (4,609,429 ) (45,564 ) (4,654,993 ) (2,714,599 ) - (2,714,599 ) Changes in Operating Assets and Liabilities: Prepaid expense and deposits - - - (292,051 ) 292,051 - Accounts payable and accrued liabilities (119,342 ) (36,289 ) (155,631 ) 66,164 (66,164 ) - Issuance of shares for service received 5,070,629 (435,000 ) 4,635,629 1,148,712 - 1,148,712 Net Cash (Used in) Operating Activities 341,858 (516,853 ) (174,995 ) (1,791,774 ) 225,887 (1,565,887 ) FINANCING ACTIVITIES Due to related party (376,875 ) 71,251 (305,624 ) 618,979 866,451 1,485,430 Notes payable - 445,602 445,602 - - - Net Cash Provided by Financing Activities (376,875 ) 516,853 139,978 618,979 866,451 1,485,430 INVESTING ACTIVITIES Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company - - 1,172,795 (1,092,338) 80,457 Net Movement in Investing Activities - - - 1,172,795 (1,095,338) 80,457 Change in Cash (35,017 ) - (35,017 ) - - Cash, Beginning of Year 35,254 - 35,254 - - - Cash, End of Year 237 - 237 - - NON-CASH TRANSACTION Issuance of shares for services received 4,200,729 - 4,200,729 1,148,712 - 1,148,712 |
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 nine months or less at the time of purchase to be cash equivalents. |
Loss Per Share | Loss Per Share The Company computes income (loss) per share in accordance with ASC 260 “ Earnings per Share ”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. 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 September 30, 2023 and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positi ons. |
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” . Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations. |
Comprehensive Loss | Comprehensive Loss ASC 220, “ Comprehensive Income ” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As of September 30, 2023 and 2022, the Company had no items that affected comprehensive loss. |
Intangible assets | Intangible assets. The Company’s intangible assets consist of its proprietary software platform and technologies namely CreateApp and AtoZ PAY/GO, which is amortized using the straight-line method over five years, commencing April 1, 2022. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, Topic 842, Leases was issued to replace the leases requirements in Topic 840, Leases. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The Company adopted Topic 842 on January 1, 2019 and there was no material impact on the Company’s financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of September 30, 2023. 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 September 30, 2023 filed with the SEC on November 14, 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 acquire e GoLogiq, Inc. Balance Sheets (Expressed in U.S. dollars) September 30, 2023 December 31, 2022 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated ASSETS Current Assets Cash and cash equivalents 237 - 237 35,254 - 35,254 Intangible assets, net 8,968,000 (8,968,000 ) - 8,968,000 (8,968,000 ) - Goodwill 2,832,000 (2,832,000 ) - 2,832,000 (2,832,000 ) - TOTAL ASSETS 11,800,237 (11,800,000 ) 237 11,835,254 (11,800,000 ) 35,254 LIABILITIES AND STOCKHOLDER’S DEFICIT Current Liabilities Accounts payable and accrued liabilities 1,130,890 34,962 1,165,852 1,321,483 - 1,321,483 Notes payable - 445,602 445,602 - - - Due to a related party 482,420 - 482,420 788,045 - 788,045 Total Liabilities 1,613,310 480,564 2,093,874 2,109,528 - 2,109,528 Stockholder’s Funds (Deficit) Common stock Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 70,681,954 and 40,444,083 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 70,682 - 70,682 40,444 - 40,444 Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares was ext i - - - 2,000 - 2,000 Additional paid-in capital 39,045,604 (28,573,929 ) 10,471,675 34,003,212 (28,138,929 ) 5,864,283 Share subscriptions receivable (58 ) - (58 ) (58 ) - (58 ) Deficit (28,929,301 ) 16,293,365 (12,635,936 ) (24,319,872 ) 16,338,929 (7,980,943 ) Total Stockholder’s Funds (Deficit) 10,186,927 (12,280,564 ) (2,093,637 ) 9,725,726 (11,800,000 ) (2,074,274 ) TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS 11,800,237 (11,800,000 ) 237 11,835,254 (11,800,000 ) 35,254 GoLogiq, Inc. Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars) Three months ended September 30, 2023 Nine months ended September 30, 2023 As Filed Restatement Adjustment Restated As Filed Restatement Adjustment Restated Service Revenue - - - 74,489 - 74,489 Cost of Service - - - 40,131 - 40,131 Gross Profit - - - 34,358 - 34,358 Operating Expenses General and administrative 302,377 24,724 327,101 4,574,287 45,564 4,619,851 Research and development - - - 69,500 - 69,500 Total Operating Expenses 302,377 24,724 327,101 4,643,787 45,564 4,689,351 Net (Loss) and Comprehensive (Loss) (302,377 ) (24,724 ) (327,101 ) (4,609,429 ) (45,564 ) (4,654,993 ) Basic and Diluted Net (Loss) per Common Share (0.002 ) - (0.002 ) (0.044 ) - (0.045 ) Weighted Average Number of Common Shares Outstanding 132,839,434 - 132,839,434 104,600,743 - 104,600,743 GoLogiq, Inc. Statement of Cash Flows (Expressed in U.S. dollars) Nine months ended September 30, 2023 Nine months ended September 30, 2022 As Filed Adjustment Restated As Filed Restatement Adjustment Restated OPERATING ACTIVITIES Net (Loss) for the Period (4,609,429 ) (45,564 ) (4,654,993 ) (2,714,599 ) - (2,714,599 ) Changes in Operating Assets and Liabilities: Prepaid expense and deposits - - - (292,051 ) 292,051 - Accounts payable and accrued liabilities (119,342 ) (36,289 ) (155,631 ) 66,164 (66,164 ) - Issuance of shares for service received 5,070,629 (435,000 ) 4,635,629 1,148,712 - 1,148,712 Net Cash (Used in) Operating Activities 341,858 (516,853 ) (174,995 ) (1,791,774 ) 225,887 (1,565,887 ) FINANCING ACTIVITIES Due to related party (376,875 ) 71,251 (305,624 ) 618,979 866,451 1,485,430 Notes payable - 445,602 445,602 - - - Net Cash Provided by Financing Activities (376,875 ) 516,853 139,978 618,979 866,451 1,485,430 INVESTING ACTIVITIES Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company - - 1,172,795 (1,092,338) 80,457 Net Movement in Investing Activities - - - 1,172,795 (1,095,338) 80,457 Change in Cash (35,017 ) - (35,017 ) - - Cash, Beginning of Year 35,254 - 35,254 - - - Cash, End of Year 237 - 237 - - NON-CASH TRANSACTION Issuance of shares for services received 4,200,729 - 4,200,729 1,148,712 - 1,148,712 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details) | 3 Months Ended | 9 Months Ended | ||||||||||||
Aug. 18, 2023 USD ($) | Jul. 26, 2023 USD ($) Customers shares | Mar. 07, 2023 shares | Jul. 27, 2022 shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jul. 19, 2023 shares | Jan. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Aggregate shares (in Shares) | shares | 26,350,756 | |||||||||||||
Basis description | 1-for-1 basis | |||||||||||||
Operating losses | $ (327,101) | $ (677,160) | $ (4,654,993) | $ (2,714,599) | ||||||||||
Working capital | 2,093,637 | |||||||||||||
Accumulated deficit | (12,635,936) | (12,635,936) | $ (7,980,943) | |||||||||||
Number of shares authorized for issuance | shares | 106,666,667 | |||||||||||||
Percentage of vesting of award | 100% | |||||||||||||
Percentage of Common Shares Acquired | 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 acquisition | shares | 1,252,500 | |||||||||||||
Common stock shares outstanding in respect of which approval is obtained | shares | 77,500,000 | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 29,166,667 | 76,247,500 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 97,963 | $ 320,452 | $ 425,719 | $ 632,758 | ||||||||||
Fair value of common stock | $ 70,682 | $ 70,682 | $ 40,444 | |||||||||||
Earnout Payment I [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Number Of Earnout Payments Shares Issued | shares | 5,000,000 | |||||||||||||
Number of Paying Customers | Customers | 360 | |||||||||||||
Earnout Payment II [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Number Of Earnout Payments Shares Issued | shares | 5,000,000 | |||||||||||||
Number of Paying Customers | Customers | 2,000 | |||||||||||||
Earnout Payment III [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Number Of Earnout Payments Shares Issued | shares | 5,000,000 | |||||||||||||
Number of Paying Customers | Customers | 4,900 | |||||||||||||
Share Exchange Agreement [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 15,000,000 | |||||||||||||
Number Of Trading Days For Determining Volume Weighted Average Price | 15 days | |||||||||||||
AD Securities America LLC [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Common stock shares subject to hold as per court order | shares | 1,440,000 | |||||||||||||
Business Combination [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Percentage of common stock and voting power | 6.37% | 6.37% | ||||||||||||
Recruiter.com Group [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Percentage of shares issued and outstanding | 19.99% | |||||||||||||
Market capitalization | $ 105,000,000 | |||||||||||||
Recruiter.com Group [Member] | First Milestone Earnout Payment [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Market capitalization | $ 130,000,000 | |||||||||||||
Percentage of increase in additional shares over the market capitalisation | 70% | |||||||||||||
Recruiter.com Group [Member] | Second Milestone Earnout Payment [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Market capitalization | $ 130,000,000 | |||||||||||||
Percentage of increase in additional shares over the market capitalisation | 80% | |||||||||||||
Recruiter.com Group [Member] | Third Milestone Earnout Payment [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Market capitalization | $ 160,000,000 | |||||||||||||
Percentage of increase in additional shares over the market capitalisation | 90% | |||||||||||||
Recruiter.com Group [Member] | Six month after the closing of business combination [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [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] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [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] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Business acquisitions pro forma revenue | $ 4,000,000 | |||||||||||||
Recruiter.com Group [Member] | Twelve Month After The Closing Of Business Combination [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [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] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Business acquisitions pro forma revenue | $ 6,000,000 | |||||||||||||
Nestegg [Member] | ||||||||||||||
Nature of Business and Continuance of Operations (Details) [Line Items] | ||||||||||||||
Fair value of common stock | $ 30,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |||
Sep. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Apr. 01, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Straight-line method term | 5 years | |||
Common stock per share price (in Dollars per share) | $ 0.001 | $ 0.001 | ||
Fair value of common stock | $ 70,682 | $ 40,444 | ||
Change in Accounting Treatment of Reverse Acquisition [Member] | Create App platform [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Finite lived intangible assets, fair value disclosure | $ 11,800,000 | |||
Change in Accounting Treatment of Reverse Acquisition [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Stock Issued During Period, Shares, Purchase of Assets | 26,350,756 | |||
Common stock per share price (in Dollars per share) | $ 1.195411 | |||
Common Stock, No Par Value | $ 0.001 | |||
Goodwill | $ 7,500,000 | |||
Fair value of common stock | 31,500,000 | |||
Intangible assets | $ 24,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Balance Sheets) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||||||||
Cash and cash equivalents | $ 237 | $ 35,254 | ||||||
Total Assets | 237 | 35,254 | ||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | 1,165,852 | 1,321,483 | ||||||
Notes payable | 445,602 | 0 | ||||||
Due to a related party | 482,420 | 788,045 | ||||||
Total Liabilities | 2,093,874 | 2,109,528 | ||||||
Stockholder's Funds (Deficit) | ||||||||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 70,681,954 and 40,444,083 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 70,682 | 40,444 | ||||||
Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares was extinguished as of September,30 2023 and December 31, 2022, respectively | 0 | 2,000 | ||||||
Additional paid-in capital | 10,471,675 | 5,864,283 | ||||||
Share subscriptions receivable | (58) | (58) | ||||||
Deficit | (12,635,936) | (7,980,943) | ||||||
Total Stockholder's (Deficit) | (2,093,637) | $ (1,845,647) | $ (1,862,358) | (2,074,274) | $ (1,485,430) | $ (1,447,324) | $ (1,433,266) | $ 0 |
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | 237 | 35,254 | ||||||
Previously Reported [Member] | ||||||||
Current Assets | ||||||||
Cash and cash equivalents | 237 | 35,254 | ||||||
Intangible assets, net | 8,968,000 | 8,968,000 | ||||||
Goodwill | 2,832,000 | 2,832,000 | ||||||
Total Assets | 11,800,237 | 11,835,254 | ||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | 1,130,890 | 1,321,483 | ||||||
Due to a related party | 482,420 | 788,045 | ||||||
Total Liabilities | 1,613,310 | 2,109,528 | ||||||
Stockholder's Funds (Deficit) | ||||||||
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 70,681,954 and 40,444,083 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 70,682 | 40,444 | ||||||
Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares was extinguished as of September,30 2023 and December 31, 2022, respectively | 2,000 | |||||||
Additional paid-in capital | 39,045,604 | 34,003,212 | ||||||
Share subscriptions receivable | (58) | (58) | ||||||
Deficit | (28,929,301) | (24,319,872) | ||||||
Total Stockholder's (Deficit) | 10,186,927 | 9,725,726 | ||||||
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | 11,800,237 | 11,835,254 | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
Current Assets | ||||||||
Intangible assets, net | (8,968,000) | (8,968,000) | ||||||
Goodwill | (2,832,000) | (2,832,000) | ||||||
Total Assets | (11,800,000) | (11,800,000) | ||||||
Current Liabilities | ||||||||
Accounts payable and accrued liabilities | 34,962 | |||||||
Notes payable | 445,602 | |||||||
Total Liabilities | 480,564 | |||||||
Stockholder's Funds (Deficit) | ||||||||
Additional paid-in capital | (28,573,929) | (28,138,929) | ||||||
Deficit | 16,293,365 | 16,338,929 | ||||||
Total Stockholder's (Deficit) | (12,280,564) | (11,800,000) | ||||||
TOTAL LIABILITIES AND STOCKHOLDER'S FUNDS | $ (11,800,000) | $ (11,800,000) |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Balance Sheets) (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 70,681,954 | 40,444,083 |
Common stock, shares outstanding | 70,681,954 | 40,444,083 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 2,000,000 | |
Preferred stock shares converted into common stock | 2,000,000 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Statements of Operations) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Service Revenue | $ 0 | $ 334,987 | $ 74,489 | $ 5,277,379 | ||||
Cost of Service | 0 | 179,580 | 40,131 | 3,287,992 | ||||
Gross Profit | 0 | 155,407 | 34,358 | 1,989,387 | ||||
Operating Expenses | ||||||||
General and administrative | 327,101 | 511,567 | 4,619,851 | 2,312,486 | ||||
Research and development | 0 | 321,000 | 69,500 | 2,386,500 | ||||
Total Operating Expenses | 327,101 | 832,567 | 4,689,351 | 4,703,986 | ||||
Net (Loss) and Comprehensive (Loss) | $ (327,101) | $ (2,404,859) | $ (1,923,033) | $ (677,160) | $ (646,817) | $ (1,390,623) | $ (4,654,993) | $ (2,714,599) |
Basic and Diluted Net (Loss) per Common Share- Basic | $ (0.002) | $ (0.019) | $ (0.045) | $ (0.083) | ||||
Basic and Diluted Net (Loss) per Common Share- Diluted | $ (0.002) | $ (0.019) | $ (0.045) | $ (0.083) | ||||
Weighted Average Number of Common Shares Outstanding- Basic | 132,839,434 | 36,463,337 | 104,600,743 | 32,748,824 | ||||
Weighted Average Number of Common Shares Outstanding- Diluted | 132,839,434 | 36,463,337 | 104,600,743 | 32,748,824 | ||||
As Filed [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Service Revenue | $ 0 | $ 74,489 | ||||||
Cost of Service | 0 | 40,131 | ||||||
Gross Profit | 0 | 34,358 | ||||||
Operating Expenses | ||||||||
General and administrative | 302,377 | 4,574,287 | ||||||
Research and development | 0 | 69,500 | ||||||
Total Operating Expenses | 302,377 | 4,643,787 | ||||||
Net (Loss) and Comprehensive (Loss) | $ (302,377) | $ (4,609,429) | $ (2,714,599) | |||||
Basic and Diluted Net (Loss) per Common Share- Basic | $ (0.002) | $ (0.044) | ||||||
Basic and Diluted Net (Loss) per Common Share- Diluted | $ (0.002) | $ (0.044) | ||||||
Weighted Average Number of Common Shares Outstanding- Basic | 132,839,434 | 104,600,743 | ||||||
Weighted Average Number of Common Shares Outstanding- Diluted | 132,839,434 | 104,600,743 | ||||||
Restatement Adjustment [Member] | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Service Revenue | $ 0 | $ 0 | ||||||
Cost of Service | 0 | 0 | ||||||
Gross Profit | 0 | 0 | ||||||
Operating Expenses | ||||||||
General and administrative | 24,724 | 45,564 | ||||||
Research and development | 0 | 0 | ||||||
Total Operating Expenses | 24,724 | 45,564 | ||||||
Net (Loss) and Comprehensive (Loss) | $ (24,724) | $ (45,564) | $ 0 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of Error Corrections and Prior Period Adjustments (Statement of Cash Flows) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES | ||||||||
Net (Loss) for the Period | $ (327,101) | $ (2,404,859) | $ (1,923,033) | $ (677,160) | $ (646,817) | $ (1,390,623) | $ (4,654,993) | $ (2,714,599) |
Changes in Operating Assets and Liabilities: | ||||||||
Prepaid expense and deposits | 0 | 0 | ||||||
Accounts payable and accrued liabilities | (155,631) | 0 | ||||||
Issuance of shares for service received | 4,635,629 | 1,148,712 | ||||||
Net Cash (Used in) Operating Activities | (174,995) | (1,565,887) | ||||||
FINANCING ACTIVITIES | ||||||||
Due to related party | (305,624) | 1,485,430 | ||||||
Notes payable | 445,602 | 0 | ||||||
Net Cash Provided by Financing Activities | 139,978 | 1,485,430 | ||||||
INVESTING ACTIVITIES | ||||||||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 80,457 | |||||||
Net Movement in Investing Activities | 80,457 | |||||||
Change in Cash | (35,017) | |||||||
Cash, Beginning of Year | 35,254 | 35,254 | ||||||
Cash, End of Period | 237 | 237 | ||||||
NON-CASH TRANSACTION | ||||||||
Issuance of shares for services received | 4,200,729 | 1,148,712 | ||||||
Previously Reported [Member] | ||||||||
OPERATING ACTIVITIES | ||||||||
Net (Loss) for the Period | (302,377) | (4,609,429) | (2,714,599) | |||||
Changes in Operating Assets and Liabilities: | ||||||||
Prepaid expense and deposits | 0 | (292,051) | ||||||
Accounts payable and accrued liabilities | (119,342) | 66,164 | ||||||
Issuance of shares for service received | 5,070,629 | 1,148,712 | ||||||
Net Cash (Used in) Operating Activities | 341,858 | (1,791,774) | ||||||
FINANCING ACTIVITIES | ||||||||
Due to related party | (376,875) | 618,979 | ||||||
Notes payable | 0 | 0 | ||||||
Net Cash Provided by Financing Activities | (376,875) | 618,979 | ||||||
INVESTING ACTIVITIES | ||||||||
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to the Company | 1,172,795 | |||||||
Net Movement in Investing Activities | 1,172,795 | |||||||
Change in Cash | (35,017) | |||||||
Cash, Beginning of Year | $ 35,254 | 35,254 | ||||||
Cash, End of Period | 237 | 237 | ||||||
NON-CASH TRANSACTION | ||||||||
Issuance of shares for services received | 4,200,729 | 1,148,712 | ||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
OPERATING ACTIVITIES | ||||||||
Net (Loss) for the Period | $ (24,724) | (45,564) | 0 | |||||
Changes in Operating Assets and Liabilities: | ||||||||
Prepaid expense and deposits | 0 | 292,051 | ||||||
Accounts payable and accrued liabilities | (36,289) | (66,164) | ||||||
Issuance of shares for service received | (435,000) | 0 | ||||||
Net Cash (Used in) Operating Activities | (516,853) | 225,887 | ||||||
FINANCING ACTIVITIES | ||||||||
Due to related party | 71,251 | 866,451 | ||||||
Notes payable | 445,602 | 0 | ||||||
Net Cash Provided by Financing Activities | $ 516,853 | 866,451 | ||||||
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 | $ (1,095,338) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Mar. 07, 2023 | Jul. 26, 2022 | Jan. 27, 2022 | Mar. 07, 2003 |
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% | |||
Conversion Of Series A Preferred Stock To Common Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Number of shares converted in a transaction | 2,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||
Number of new shares issued in the conversion of stock | 6,000,000 | |||
Series A Preferred Stock [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Issued of aggregate shares (in Shares) | 2,000,000 | |||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||
Aggregate purchase price | $ 20,000 | |||
Aggregate purchase per share (in Dollars per share) | $ 0.01 | |||
Logiq Inc [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Common stock issued (in Shares) | 26,350,756 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Stockholder's Equity [Line Items] | ||||||
Stock-based compensation | 316,444 | 9,257,400 | 7,229,073 | |||
Share price | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||
Common Stock [Member] | ||||||
Stockholder's Equity [Line Items] | ||||||
Issuance of Shares (in Shares) | 316,444 | 260,521 | 76,936,479 | 236,661 | 600,000 | |
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of stock bought back by the entity | (63,762,046) |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | Jul. 17, 2023 | Mar. 01, 2023 | Sep. 30, 2023 |
Notes Payable [Line Items] | |||
Notes payable | $ 445,602 | ||
Accounts Payable, Interest-Bearing, Interest Rate | 12% | ||
Emmis Capital II, LLC [Member] | |||
Notes Payable [Line Items] | |||
Notes payable | $ 235,294 | ||
Debt Instrument, Issuance Date | Mar. 01, 2023 | ||
Debt Instrument, Maturity Date | Feb. 14, 2024 | ||
Dane Shea [Member] | |||
Notes Payable [Line Items] | |||
Notes payable | $ 80,000 | ||
Debt Instrument, Issuance Date | Jul. 17, 2023 | ||
Accounts Payable, Interest-Bearing, Interest Rate | 10% | ||
Debt Instrument, Term | 12 months | ||
Robert Seguso [Member] | |||
Notes Payable [Line Items] | |||
Notes payable | $ 135,000 | ||
Debt Instrument, Issuance Date | Jul. 17, 2023 | ||
Accounts Payable, Interest-Bearing, Interest Rate | 10% | ||
Debt Instrument, Term | 12 months |
Subsequent Events - Additional
Subsequent Events - Additional information (Details) - $ / shares | Oct. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of stock bought back by the entity | 9,545,455 | ||
Common stock par value (in Dollars per share) | $ 0.001 | ||
Issuance of Shares (in Shares) | 2,000,000 | ||
Shares issued price per share | $ 0.001 |