(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
+ | ||
(Address of principal executive offices including zip code) | (Registrant’s telephone number, including area code) |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
None | N/A | N/A |
Large accelerated Filer ¨ | Accelerated Filer ¨ |
x | Smaller reporting company |
Emerging growth company |
i |
1 |
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June 30, 2023 |
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December 31, 2022 |
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$ |
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$ |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Intangible assets, net |
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Goodwill |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDER’S DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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Due to a related party |
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Total Liabilities |
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Stockholder’s Funds (Deficit) |
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Common stock Authorized: |
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Preferred stock Authorized: |
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Additional paid-in capital |
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Share subscriptions receivable |
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( |
) |
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( |
) |
Accumulated deficit |
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( |
) |
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( |
) |
Total Stockholder’s Funds |
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TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS |
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2 |
Three months ended |
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Three months ended |
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Six months ended |
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Six months ended |
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June 30, 2023 |
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June 30, 2022 |
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June 30, 2023 |
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June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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Service Revenue |
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Cost of Service |
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Gross Profit |
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Operating Expenses |
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General and administrative |
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Sales and marketing |
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- |
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- |
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- |
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Research and development |
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Total Operating Expenses |
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(Loss) from Operations |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Income tax (Corporate tax) |
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- |
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- |
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- |
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- |
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Net (Loss) and Comprehensive (Loss) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Basic and Diluted Net (Loss) per Common Share |
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( |
) |
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( |
) |
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( |
) |
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( |
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Weighted Average Number of Common Shares Outstanding |
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3 |
Common Stock |
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Additional Paid-in |
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Share Subscription |
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Accumulated |
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Total Stockholders' |
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Number of |
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Amount |
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Capital |
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Receivable |
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Deficit |
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Equity (Deficit) |
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Shares |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance, December 31, 2022 |
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( |
) |
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( |
) |
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Issuance of Shares |
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- |
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- |
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Issuance of Shares for service |
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- |
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- |
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- |
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Net (loss) for the period |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Balance, March 31, 2023 |
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( |
) |
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( |
) |
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Issuance of Shares |
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- |
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- |
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Issuance of Shares for service |
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- |
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- |
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- |
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Net (loss) for the period |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Balance, June 30, 2023 |
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( |
) |
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( |
) |
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Common Stock |
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Additional Paid-in |
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Share Subscription |
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Accumulated |
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Total Stockholders' |
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|||||||||||
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Number of |
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Amount |
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Capital |
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Receivable |
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Deficit |
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Equity (Deficit) |
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Shares |
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$ |
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$ |
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$ |
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$ |
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$ |
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||||||||
Balance, December 31, 2021 |
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( |
) |
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( |
) |
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( |
) |
Issuance of Shares for share exchange |
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- |
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- |
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Issuance of Shares for service |
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( |
) |
|
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- |
|
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|
- |
|
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- |
|
Net (loss) for the period |
|
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- |
|
|
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- |
|
|
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- |
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- |
|
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( |
) |
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( |
) |
Balance, March 31, 2022 |
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( |
) |
|
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( |
) |
|
|
|
|
Issuance of Shares for share exchange |
|
|
|
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|
|
|
|
|
|
|
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|
|
- |
|
|
|
- |
|
|
|
|
|
Issuance of Shares for service |
|
|
- |
|
|
|
- |
|
|
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- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Net (loss) for the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Balance, June 30, 2022 |
|
|
|
|
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|
|
|
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|
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|
( |
) |
|
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( |
) |
|
|
|
|
4 |
|
|
Six months ended |
|
|
Six months ended |
|
||
|
|
June 30, 2023 |
|
|
June 30, 2022 |
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
OPERATING ACTIVITIES |
|
|
|
|
|
|
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|
Net (Loss) for the Period |
|
|
( |
) |
|
|
( |
) |
Changes in Operating Assets and Liabilities: |
|
|
|
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|
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Prepaid expense and deposits |
|
|
- |
|
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|
( |
) |
Accounts payable and accrued liabilities |
|
|
( |
) |
|
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|
|
Issuance of shares for service received |
|
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Net Cash (Used in) Operating Activities |
|
|
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|
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|
( |
) |
FINANCING ACTIVITIES |
|
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Due from related party |
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( |
) |
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|
Net Cash Provided by (Used in) Financing Activities |
|
|
( |
) |
|
|
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|
INVESTING ACTIVITIES |
|
|
|
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|
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to GoLogiq |
|
|
- |
|
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|
Net Movement in Investing Activities |
|
|
- |
|
|
|
|
|
Change in Cash |
|
|
( |
) |
|
|
- |
|
Cash, Beginning of Year |
|
|
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- |
|
Cash, End of Period |
|
|
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- |
|
NON-CASH TRANSACTION |
|
|
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|
|
Issuance of shares for services received |
|
|
|
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|
|
|
|
5 |
6 |
7 |
8 |
A. | CreateApp |
9 |
$ | |||
Intangible assets, net | |||
Goodwill | |||
Net assets acquired |
10 |
A. |
Recruiter.com Group |
B. |
GammaRey |
|
11 |
C . |
Stock Based Compensation |
D . |
Share Exchange Agreement |
E . |
Stephen Jones – Appointment as Chief Financial Officer |
12 |
13 |
14 |
15 |
16 |
17 |
18 |
Exhibit number | Exhibit description | Incorporated by Reference (Form Type) | Filing Date | Filed herewith | ||||
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) |
19 |
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) |
20 |