GoLogiq, Inc. true0001746278FY

 0001746278

 2022-01-01
 2022-12-31

 0001746278

 2023-03-20

 0001746278

 2022-06-30

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 FORM 10-K/A

 (Amendment No.2)

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

 For the fiscal year ended December 31, 2022

 or

 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

 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

 No
 x

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

 No
 x

 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
 x
 No

 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
 x
 No

 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
 x

 Smaller reporting company
 x

 Emerging growth company
 x

 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.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

 x

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 No
 x

 As of March 20, 2023, 48,351,365 shares of the registrant's common stock were issued and outstanding.

 The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2022, the last business day of the registrant's most recently completed second fiscal quarter, based upon the closing price of the common stock as reported by OTC Pink tier of the OTC Markets marketplace on such date, was approximately $ 17,151,110. This calculation does not reflect a determination that persons are affiliates for any other purposes.

 DOCUMENTS INCORPORATED BY REFERENCE: None.

 EXPLANATORY NOTE

 GoLogiq, Inc. (the "Company") is filing this Amendment No. 2 on Form 10-K/A (the "Amendment") to amend and restate certain items in its Annual Report on Form 10-K for the year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on March 27, 2023 (the "Original Form 10-K") and amended by Amendment No.1 on Form 10-K/A filed with the SEC on April 30, 2024 (the "First Amended Form 10-K/A").

 This Amendment No. 2 is being filed for the purpose of:

 (1)

 Correcting and amending the Explanatory Note of the First Amended Form 10-K/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. 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 fiscal year ended December 31, 2022 and December 31, 2021.

 (2)

 Adding below sentence on the auditor opinion pages, which was inadvertently omitted from the Original filing.

 Restatement of 2022 Financial Statements

 As discussed in Note 2 to the financial statements, the 2022 financial statements have been restated to correct a misstatement.

 As required by the rules of the SEC, this Amendment No. 2 refers to paragraph 18(e) of PCAOB Auditing Standards AS 3101 and paragraphs 9-10 and 16-17 of AS 2820.

 Except as described above, this Amendment No. 2 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Filing, nor does it reflect events occurring after the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.

 In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. This Amendment No. 2 does not otherwise update any exhibits as originally filed or previously amended.

 Report of Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders of GoLogiq, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of GoLogiq, Inc. (the "Company") as of December 31, 2022 and 2021, and the related statements of operations and comprehensive loss, stockholders' equity (deficit) and cash flows for the years then ended December 31, 2022 and 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended December 31, 2022 and 2021 in conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph Regarding Going Concern

 The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses of $
 4,554
,322 and negative cash flows of $1,
 277,877
 from operations for the year then ended December 31, 2022. As at December 31, 2022, the Company has a working capital deficit of $2,074,274 and an accumulated deficit of $
 7,980,943
. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matter

 Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 Restatement of 2022 Financial Statements

 As discussed in Note 2 to the financial statements, the 2022 financial statements have been restated to correct a misstatement.

 /s/ Centurion ZD CPA & Co

 Centurion ZD CPA & Co.

 Hong Kong

 March 27, 2023, except for the effects of the financial statement of the restatement described in Note 2, as to which the date May 21, 2024

 We have served as the Company's auditor since 2022

 PCAOB ID # 2769

 Item 15. Exhibit and Financial Statement Schedules

.

 (a)(3) Exhibits. The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report.

 EXHIBIT INDEX

 Exhibit
number

 Exhibit description

 Incorporated

 by Reference

 (Form Type)

 Filing

 Date

 Filed
herewith

 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*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document

 SIGNATURES

 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.

 GoLogiq, Inc.

 By:

 /s/ Granger Whitelaw

 Granger Whitelaw

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 NAME

 TITLE

 DATE

 /s/ Granger Whitelaw

 Chief Executive Officer (Principal Executive Officer
)

 Granger Whitelaw

 /s/ Stephen Jones

 Chief Financial Officer (Principal Financial Officer)

 Stephen Jones

 /s/ Brent Suen

 Director

 Brent Suen

 /s/ John MacNeil

 Director

 John MacNeil

 /s/ Peter Bordes

 Director

 Peter Bords

 /s/ Candice Beaumont

 Director

 Candice Beaumont