GoLogiq 10Q/A 2023 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

(Amendment No.1)



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 333-231286

GoLogiq, Inc.

(Exact name of registrant as specified in its charter)

Nevada		35-2618297
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

230 Victoria Street Bugis Junction #15-01/08, Singapore 188024		+65 9366 2322
(Address of principal executive offices including zip code)		(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes





Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer 	Accelerated Filer 
Non-accelerated Filer 	Smaller reporting company 
Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes





As of November 14, 2023, 63,136,499 shares of the registrant’s common stock were issued and outstanding.

EXPLANATORY NOTE

GoLogiq, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2023 (the “Original Form 10-Q”).

Background of Restatement

As disclosed in the Company’s Current Report on Form 8-K, as filed with the SEC on February 9, 2024, the Company is restating its previously issued unaudited interim financial statements as of and for the nine months ended September 30, 2023 and audited financial statements for the fiscal year ended December 31, 2022.

On January 27, 2022, the Company (then named Lovarra) acquired the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”) and accounted for it as a business combination.

Subsequent to the filing of the Original Form 10-Q, the Company determined that it had improperly treated the reverse acquisition of the CreateApp business and not properly valued the intangible assets associated with the transaction, previously reported on Form 8-K/A as filed with the SEC on April 12, 2022.

1. Restatement of Financial Statements:

On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting that the accounting acquiree (Lovarra) was a nonoperating public shell corporation at the time of the transaction and did not meet the definition of a business. Therefore, this transaction cannot be considered a business combination.

The merger of a private operating entity into a nonoperating public shell corporation with nominal net assets typically results in (1) the owners of the private entity gaining control over the combined entity after the transaction, and (2) the shareholders of the former public shell corporation continuing only as passive investors. This transaction is usually not considered a business combination because the accounting acquiree (Lovarra), the nonoperating public shell corporation, does not meet the definition of a business under ASC 805.

Instead, this type of transaction is considered to be a capital transaction of the legal acquiree and is equivalent to the issuance of shares by the private entity for the net monetary assets of the public shell corporation (Lovarra) accompanied by a recapitalization. Any excess of the fair value of the shares issued by the private entity over the value of the net monetary assets of the public shell corporation (Lovarra) is recognized as a reduction to equity.

Based upon the above analysis, the company is restating the transaction accordingly in its interim financial statements as of and for the three months ended September 30, 2023 and audited financial statements for the fiscal year ended December 31, 2022.

2. Change in Accounting Treatment of Reverse Acquisition:

acquired substantially all the CreateApp assets from Logiq in exchange for

26,350,756

of the Company’s common shares at a price per share of $

1.195411

(par value $

0.001

). The fair value of the common shares at the close of the transaction was $

31,500,000

, as determined by a valuation of the business

the acquisition date, goodwill of $

7,500,000

and intangible assets of $

24,000,000

were recorded. The value of CreateApp platform was revalued to $11,800,000 on February 28, 2023

. This Amendment presents the Company’s financial statements with reversed goodwill and intangible assets, and corresponding impairment loss on December 31, 2022.

3. Re-audit:

In connection with the restatement of the financial statements and the change in accounting treatment described above, the Company continues to engaged current auditor Centurion ZD CPA & Co. to conduct a re-audit of the affected

year ended

financial statements. The re-audit was performed in accordance with U.S. GAAP.

This Form 10-Q/A 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 Form 10-Q/A should be read in conjunction with the Company’s filings with the SEC subsequent to the date on which the Company filed the Original Form 10-Q.

This Form 10-Q/A 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,” and

Part II, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”

In accordance with applicable SEC rules, this Form 10-Q/A includes an updated signature page and certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2 as required by Rule 12b-15.

Refer to Note 2,

Summary of Significant Accounting Policies

Restatement of Previously Issued Consolidated Financial Statements

of the Notes to Consolidated Financial Statements of this Form 10-Q/A for additional information and for the summary of the accounting impacts of the restatement of the Company’s consolidated financial statements.

iii

GoLogiq, Inc.

QUARTERLY REPORT ON FORM 10-Q

INDEX TO FINANCIAL STATEMENTS

PART I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Unaudited Condensed Balance Sheets as of September 30, 2023 and Audited Consolidated Balance sheet as of December 31, 2022.	2
	Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2023 and 2022.	3
	Unaudited Condensed Consolidated Statement of Stockholder’s Equity for the nine months ended September 30, 2023 and 2022.	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022.	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
SIGNATURES		26

ART I – FINANCIAL INFORMATION

tem 1. Financial Statements

The accompanying interim condensed financial statements of GoLogiq, Inc. (“the Company,” “we,” “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

The interim condensed financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the interim condensed financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

GoLogiq, Inc.

Balance Sheets

Restated

(Expressed in U.S. dollars)

	September 30, 2023			December 31, 2022
	$			$

ASSETS

Current Assets
Cash and cash equivalents		237			35,254

TOTAL ASSETS		237			35,254

LIABILITIES AND STOCKHOLDER’S DEFICIT

Current Liabilities
Accounts payable and accrued liabilities		1,165,852			1,321,483
Notes payable		445,602			-
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		-			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	)		(2,074,274	)

TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS		237			35,254

(The accompanying notes are an integral part of these financial statements)

GoLogiq, Inc.

Statements of Operations and Comprehensive Loss

Restated

(Expressed in U.S. dollars)

	Three months ended			Three months ended			Nine months ended			Nine months ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	$			$			$			$

Service Revenue		-			334,987			74,489			5,277,379
Cost of Service		-			179,580			40,131			3,287,992
Gross Profit		-			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		-			-			-			5,000
Research and development		-			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)		-			-			-			-

Net (Loss) and Comprehensive (Loss)		(327,101	)		(677,160	)		(4,654,993	)		(2,714,599	)

Basic and Diluted Net (Loss) per Common Share		(0.002	)		(0.019	)		(0.045	)		(0.083	)

Weighted Average Number of Common Shares Outstanding		132,839,434			36,463,337			104,600,743			32,748,824

(The accompanying notes are an integral part of these financial statements)

GoLogiq, Inc.

Statements of Stockholder’s Equity (Deficit)

Restated

(Expressed in U.S. dollars)

	Common Stock						Additional			Share Subscription			Accumulated			Total Stockholders'
	Number of			Amount			Paid-in Capital			Receivable			Deficit			Equity (Deficit)
	Shares			$			$			$			$			$
Balance, December 31, 2022		40,444,083			42,444			5,864,283			(58	)		(7,980,943	)		(2,074,274	)

Issuance of Shares		76,936,479			74,937			245,515			-			-			320,452

Issuance of Shares for service		7,229,073			7,229			1,807,268			-			-			1,814,497

Net (loss) for the year		-			-			-			-			(1,923,033	)		(1,923,033	)

Balance, March 31, 2023		124,609,635			124,610			7,917,066			(58	)		(9,903,976	)		(1,862,358	)

Issuance of Shares		260,521			261			97,702			-			-			97,963

Issuance of Shares for service		9,257,400			9,257			2,314,350			-			-			2,323,607

Net (loss) for the year		-			-			-			-			(2,404,859	)		(2,404,859	)

Balance, June 30, 2023		134,127,556			134,128			10,329,118			(58	)		(12,308,835	)		(1,845,647	)

Shares Return		(63,762,046	)		(63,762	)		280,446			-			-			216,684

Issuance of Shares for service		316,444			316			(137,889	)		-			-			(137,573	)

Net (loss) for the year		-			-			-			-			(327,101	)		(327,101	)

Balance, September 30, 2023		70,681,954			70,682			10,471,675			(58	)		(12,635,936	)		(2,093,637	)

	Common Stock					Additional			Share Subscription			Accumulated			Total Stockholders'
	Number of Shares			Amount $		Paid-in Capital $			Receivable $			Deficit $			Equity (Deficit) $
Balance, December 31, 2021		26,350,756			26,351		3,400,270			-			(3,426,621	)		-

Issuance of Shares for share exchange		5,731,000			5,731		(48,316	)		(58	)		-			(42,643	)

Issuance of Shares for service		3,120,000			3,120		(3,120	)		-			-			-

Net (loss) for the period		-			-		-			-			(1,390,623	)		(1,390,623	)

Balance, March 31, 2022		35,201,756			35,202		3,348,834			(58	)		(4,817,244	)		(1,433,266	)

Issuance of Shares		600,000			600		632,158			-			-			632,758

Issuance of Shares for service		-			-		-			-			-			-

Net (loss) for the period		-			-		-			-			(646,817	)		(646,817	)

Balance, June 30, 2022		35,801,756			35,802		3,980,992			(58	)		(5,464,060	)		(1,447,324	)

Issuance of Shares		236,661			237		425,482			-			-			425,719

Cancel shares		(6	)		-		-			-			-			-

Issuance of Shares for service		874,848			874		212,461									213,335

Net (loss) for the period		-			-		-			-			(677,160	)		(677,160	)

Balance, September 30, 2022		36,913,259			36,913		4,618,935			(58	)		(6,141,220	)		(1,485,430	)

(The accompanying notes are an integral part of these financial statements)

GoLogiq, Inc.

Statements of Cash Flows

(Expressed in U.S. dollars)

	Nine months ended			Nine months ended
	September 30, 2023			September 30, 2022
	$			$

OPERATING ACTIVITIES

Net (Loss) for the Period		(4,654,993	)		(2,714,599	)

Changes in Operating Assets and Liabilities:
Accounts payable and accrued liabilities		(155,631	)		-
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			-
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			-

Cash, End of Period		237			-

NON-CASH TRANSACTION
Issuance of shares for services received		4,200,729			1,148,712

(The accompanying notes are an integral part of these financial statements)

GoLogiq, Inc.

Notes to the Financial Statements

For the Nine Months Ended September 30, 2023 and 2022

Restated

(Expressed in U.S. dollars)

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.

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 August 21, 2023 (the “Original Form 10-Q”). These consolidated financial statements have been restated to reflect reverse acquisition with would not have resulted in the recognition of goodwill and intangible assets.

1. Restatement of Financial Statements:

On November 21, 2023, the Staff of the U.S. Securities and Exchange Commission released a statement highlighting the accounting acquiree (Lovarra) is a nonoperating public shell corporation and does not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the company will restate the transaction accordingly. In light of the SEC Staff Statement, the Company is restating its financial statements as of and for the 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 December 31, 2022.

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 acquirer in the CreateApp business acquisition and the transactions was a reverse acquisition which would not have resulted in the recognition of goodwill and intangible assets.

GoLogiq, Inc.

Balance Sheets

(Expressed in U.S. dollars)

	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 nguished as of September,30 2023 and December 31, 2022, respectively		-			-			-			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.

Note 2 – Significant Accounting Policies

(continued)

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.

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

3, the 2,000,000 shares of t

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.

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.

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.

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.

Note

– Subsequent Events

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.

tem 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information has been updated to reflect the restatement of our audited consolidated financial statements as described in the “Explanatory Note” at the beginning of this Form 10-Q/A and in Note 2,

Summary of Significant Accounting Policies

Restatement of Previously Issued Consolidated Financial Statements

, in the Notes to Consolidated Financial Statements of this Form 10-Q/A.

You should read the following discussion and analysis of our financial condition and operating results together with our audited financial statements and related notes included elsewhere in this Report.

Unless otherwise indicated, references in this section to the terms “GoLogiq,” the “Company,” “we,” “our” and “us” refer to GoLogiq prior to the CreateApp Acquisition. The term “Legacy CreateApp” refers to the CreateApp business division of Logiq prior to its acquisition by GoLogiq.

The financial information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations is that of GoLogiq prior to the CreateApp Acquisition because the CreateApp Acquisition was consummated after the period covered by the financial statements included in this Report. Accordingly, the historical financial information included in this Report, unless otherwise indicated or as the context otherwise requires, is that of GoLogiq prior to the CreateApp Acquisition.

This discussion and analysis contains forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Report.

Introduction and Recent Developments

As of December 31, 2021, we were a development stage shell company with minimal operations and no revenues. As of December 31, 2021, we intended to provide subscription-based, highly secure expense and earnings tracking application service for personal and corporate use.

On January 27, 2022, we completed the acquisition of the CreateApp business segment from Logiq (a fully reporting public company) (the “CreateApp Acquisition”).

On July 27, 2022, Logiq completed the spin off of its direct interests in the Company, in connection with which Logiq distributed an aggregate of 26,350,756 shares of the Company’s common stock then directly owned by Logiq to Logiq’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof received 1 share of the Company). As a result of the completion of the spin off, as of July 27, 2022, the Company is no longer a majority owned subsidiary of Logiq.

As of September 30, 2023, Logiq, through one of its subsidiaries, controlled approximately 3.36% of our issued and outstanding shares of common stock and voting power of our 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 our primary business is now that of the CreateApp business. After the CreateApp Acquisition, we abandoned our previous business model, and now we offer solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for their clients globally. Our solutions are provided through our core platform, operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web.

Our 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”). We provide our PaaS to SMBs in a wide variety of industry sectors.

Additionally, we acquired our Atoz Pay/Go platform through the CreateApp Acquisition. Our AtozPay platform competes primarily with credit card and debit card service providers, banks with payment processing offerings, other offline payment options and other electronic payment system operators. AtozGo is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry.

Results of Operations

Comparison of the three months ended September 30, 2023 and 2022

Revenue

During the three months ended September 30, 2023, the Company generated $nil from its CreateApp platform, compared to $334,987 for the three months ended September 30, 2022. Revenues have reduced significantly as a result of strategic shift to targeting end users in FY2023 as compared to wholesale bulk distributors in FY2022.

Cost of Service

During the three months ended September 30, 2023, the Company incurred $nil from CreateApp platform operations, compared to $179,580 during the three months ended September 30, 2022.

Gross margin

During the three months ended September 30, 2023, the Company generated gross margin of $nil from its CreateApp platform, compared to $155,407 during the three months ended September 30, 2022.

Operating Expenses

Operating expenses were $327,101 and $832,567 for the three months ended September 30, 2023 and 2022, respectively.

The decrease is mainly due to research and development were $nil and $321,000 for the three months ended September 30, 2023 and 2022, respectively.

Net Loss

Our net loss for the three months ended September 30, 2023 was ($327,101) compared to net loss of ($677,160) during the three months ended September 30, 2022, which decrease is mainly attributable to research and development of $321,000.

Comparison of the nine months ended September 30, 2023 and 2022

Revenue

During the

nine

months ended September 30, 2023, the Company generated $74,489 from its CreateApp platform, compared to $5,277,379 for the nine months ended September 30, 2022. Revenues have reduced significantly as a result of strategic shift to targeting end users in FY2023 as compared to wholesale bulk distributors in FY2022.

Cost of Service

During the nine months ended September 30, 2023, the Company incurred $40,131 from CreateApp platform operations, compared to $3,287,992 during the nine months ended September 30, 2022.

Gross margin

During the nine months ended September 30, 2023, the Company generated gross margin of $34,358 from its CreateApp platform, compared to $1,989,387 during the nine months ended September 30, 2022.

Operating Expenses

Operating expenses were $4,689,351 and $4,703,986 for the nine months ended September 30, 2023 and 2022, respectively.

Net Loss

Our net loss for the nine months ended September 30, 2023 was ($4,654,993) compared to net loss of ($2,714,599) during the nine months ended September 30, 2022.

Liquidity and Capital Resources

During the nine months ended September 30, 2023, our primary sources of capital came from (i) cash flows from our operations, predominantly from providing services under our CreateApp platform, and (ii) our acquisition of the CreateApp working capital balance as of December 31, 2022.

As of September 30, 2023, our total assets were $237, compared to $35,254 in total assets as of December 31, 2022.

Stockholders’ deficit were $(2,093,637) as of September 30, 2023, compared to stockholders’ deficit of $(2,074,274) as of December 31, 2022.

On July 26, 2022, the Company sold and issued an aggregate of 2,000,000 shares of its newly created Series A Preferred stock to certain members of its management for an aggregate purchase price of $20,000 ($0.01 per share).

Commensurate with the closing of the Gamma Rey transaction on March 7, 2003, the 2,000,000 shares of t

We expect that we will use our future sources of liquidity, cash flows (post-CreateApp Acquisition) and fund raising to fund ongoing operations, research and development projects for new products and technologies, and provide ongoing support services for our customers. Over the next two fiscal years, we anticipate that we will use our liquidity, and cash flows and from our operations together with fund raising to fund our growth. In addition, as part of our business strategy, we may occasionally evaluate potential acquisitions of businesses, products and technologies, and minority equity investments. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses or minority equity investments. Such potential transactions may require substantial capital resources, which may require us to seek additional debt or equity financing. We cannot assure you that we will be able to successfully identify suitable acquisition or investment candidates, complete acquisitions or investments, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot provide assurances that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all.

We expect that we will need to raise additional capital through the issuance of additional equity and/or debt. If financing is not available at adequate levels, we may need to re-evaluate our operating plans. Based on projected activities, management projects that cash and cash equivalents on hand are not sufficient to support operations for at least the next 12 months, which raises substantial doubt about the Company’s ability to continue as a going concern without implementing fund raising or continuing support from its shareholders.

Cash Used in Operating Activities

Operating activities cash used in ($174,995) in operations for the nine months ended September 30, 2023, as compared to ($1,565,887) for the nine months ended September 30, 2022. This increase is attributable to net loss from operations of ($4,654,993).

Financing Activities

During the nine months ended September 30, 2023, financing activities net cash provided by $139,978 compared to net cash provided by $1,485,430 for the nine months ended September 30, 2022

Investing Activities

Investing activities provided $nil in cash for the nine months ended September 30, 2023, as compared to $

80,457

for the nine months ended September 30, 2022. This decrease is a result of the platform of CreateApp had been completed spin off in Q1 2023.

Contractual Obligations and Commitments

We had no material contractual obligations as of September 30, 2023.

Off-Balance Sheet Financing Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We did not participate in transactions that created relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Critical Accounting Policies and Significant Judgments and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Our critical accounting policies and estimates are included in Note of notes to our audited financial statements for the nine months ended September 30, 2023, included elsewhere in this Report.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Note 2 of the notes to our financial statements for the nine months ended September 30, 2023, included elsewhere in this Report.

tem 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

tem 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective due to the existence of the identified material weakness described below.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act.

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework” published by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (1992 Framework) to evaluate the effectiveness of its internal control over financial reporting.

Based on the results of our reassessment of the deficiencies in the operating effectiveness of certain of our internal controls, we have determined that a material weakness existed in our internal control over financial reporting as of September 30, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weakness identified by management primarily relates to design deficiencies in the information and communication component of the COSO Framework, that also impacted the design and operating effectiveness of elements of the risk assessment and other components. In particular, management has identified deficiencies in operating effectiveness that, in combination, represent a material weakness in internal control over financial reporting as follows:

Lack of adequate policies and procedures in internal audit function, which resulted in: (1) lack of communication between the internal audit department and the Audit Committee and the Board of Directors; (2) insufficient internal audit work to ensure that the Company’s policies and procedures have been carried out as planned;

Lack of sufficient full-time accounting staff in our accounting department that have experience and knowledge in identifying and resolving complex accounting issues under U.S. Generally Accepted Accounting Principles (“GAAP”); and

Lack of sufficient accounting personnel which would provide segregation of duties within our internal control procedures to support the accurate reporting of our financial results.

Remediation Efforts to Address Significant Deficiencies

To remediate the weakness in our internal control, during the year of 2024, the Board has provided training to our finance personnel for the application of SEC regulations, and the preparation of financial statements and their related disclosures.

We also intend to take the following actions to address the material weaknesses described above:

Management will provide further necessary oversight on and training for accounting and finance personnel, so that they are well versed in SEC regulations. We expect to provide it to our staff throughout the year of 2024;

Management will perform a thorough review of the processes and procedures used in the Company’s SEC reporting compliance. The review of the processes and procedures shall be carried out during the year of 2024.

Any actions we have taken or may take to remediate these material weaknesses are subject to continued management review supported by testing. We cannot assure you that these material weaknesses will not occur in the future and that we will be able to remediate such weaknesses in a timely manner, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the month ended September 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

However, as noted above, we will be implementing changes to our internal control over financial reporting to address the material weakness described above.

ART II. OTHER INFORMATION

tem 1. Legal Proceedings

Murray v. GammaRey, Inc.

On December 22, 2022, GammaRey, Inc. was sued in Superior Court of California, County of Orange (

Christian Murray v. GammaRey, Inc.

, et al., Case No. 30-2022-01299498-CU-OE-NJC) by the listed Plaintiff, and the Complaint includes four claims: (1) breach of employment contract; (2) failure to pay wages and penalties (3) fraud, and (4) a negligent representation claim. Plaintiff filed an Amendment to the Complaint on May 3, 2023 adding GoLogiq, Inc. which Service of Process was received on June 23, 2023. We have yet to provide an answer to the Complaint as we are seeking proper legal representation in said matter. We believe that the Plaintiff’s allegations are baseless and wholly without merit, and we plan to vigorously defend against this lawsuit. We have not accrued any expenses related to this lawsuit due to the loss not being probable.

tem 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and the risk factors discussed in Part I, “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 27, 2023 (the “Annual Report”), as well as the other information in this Quarterly Report on Form 10-Q (this “Report”), including our financial statements and the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. If any of the risks included in this Quarterly Report and our Annual Report actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Because of the risks discussed in this Quarterly Report and our Annual Report, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

There have been no material updates or changes to the risk factors previously disclosed in our Annual Report; provided, however, additional risks not currently known or currently material to us may also harm our business.

tem 2. Unregistered Sales of Equity Securities and Use of Proceeds

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, no shares were issued.

tem 3. Defaults upon Senior Securities

No senior securities were issued and outstanding during the nine-month period ended September 30, 2023.

tem 4. Mine Safety Disclosures

Not applicable to our Company.

tem 5. Other Information

None.

tem 6. Exhibits

Exhibit number	Exhibit description	Incorporated by Reference (Form Type)	Filing Date	Filed herewith

2.1	Stock Purchase Agreement, by and between Recruiter.com Group, Inc. and GoLogiq Inc., dated June 5, 2023.	8-K	6/9/2023
2.2	Form of Amendment to Recruiter GoLogiq Stock Purchase Agreement, dated August 18, 2023.	10-Q	8/21/2023
2.3	Form of Share Exchange Agreement, dated December 31, 2022, by and among GoLogiq Inc., GammaRey Inc.. and shareholders of GammaRey Inc.*	8-K	1/4/2023
2.4	Form of First Amendment to the Share Exchange Agreement, dated March 6, 2023, by and among GoLogiq Inc., GammaRey Inc. and shareholders of GammaRey.	8-K	3/9/23
2.5	Form of Mutual Termination Of Share Exchange Agreement And Plan Of Reorganization And Mutual Release between GoLogiq, Inc. and the shareholders of GammaRey, Inc., dated July 19, 2023.	10-Q	8/21/2023
2.6	Form of Stock Purchase Agreement, by and between GoLogiq Inc., Symplefy, Inc., and the Shareholders of Symplefy, Inc., dated July 26, 2023.	8-K	7/27/23
3.1	Articles of Incorporation of Lovarra, dated January 29, 2018.	S-1/A	8/8/2019
3.2	Amended and Restated Bylaws, dated September 10, 2020.	10-K	4/13/2022
3.3	Certificate of Amendment to Articles of Incorporation of Lovarra, dated January 5, 2022.	8-K	1/27/2022
3.4	First Amendment to the Amended and Restated Bylaws of Lovarra, dated March 15, 2022.	8-K	3/21/2022
3.6	First Amended and Restated Articles of Incorporation, effective as of May 9, 2022.	8-K	5/3/2022
3.7	Second Amended and Restated Bylaws, effective as of May 9, 2022.	8-K	5/3/2022
31.1	Certification of Principal Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X
31.2	Certification of Principal Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.			X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.			X
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments)

IGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

April 30, 2024

	GoLogiq, Inc.

	By:	/s/ Granger Whitelaw
		Granger Whitelaw
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Stephen Jones
		Stephen Jones
		Chief Financial Officer
		(Principal Financial Officer)

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GoLogiq (GOLQ) 10-Q/A2023 Q3 Quarterly report (amended)

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