GoLogiq, Inc. - Annual Report: 2019 (Form 10-K)

 

LOVARRA Balance Sheets (Expressed in U.S. dollars)
	December 31, 2019 $	December 31, 2018 $
ASSETS
Current Assets
Cash	40	–
Prepaid expenses and deposits (Note 3)	97	3,914
TOTAL ASSETS	137	3,914
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current Liabilities
Bank indebtedness	–	4
Accounts payable and accrued liabilities	1,500	–
Due to a related party (Note 5)	5,865	25
Total Liabilities	7,365	29
Nature of Business and Continuance of Operations (Note 1)
Subsequent Events (Note 7)
Stockholder’s Equity (Deficit)
Common Stock Authorized: 75,000,000 shares of common stock, $0.001 par value 4,500,000 shares issued and outstanding	4,500	4,500
Deficit	(11,728)	(615)
Total Stockholder’s Equity (Deficit)	(7,228)	3,885
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)	137	3,914

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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LOVARRA Statements of Operations and Comprehensive Loss (Expressed in U.S. dollars)
	Year ended December 31, 2019 $	Period from January 29, 2018 (date of incorporation) to December 31, 2018 $
EXPENSES
General and administrative	550	272
Professional fees	10,474	299
Rent	89	44
Total Expenses	11,113	615
Net Loss and Comprehensive Loss	(11,113)	(615)
Basic and Diluted Net Loss per Common Share	–	–
Weighted Average Number of Common Shares Outstanding	4,500,000	3,415,179

 

 

 

 

 

 

 

 

 

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

 

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LOVARRA Statements of Stockholder’s Equity (Deficit) (Expressed in U.S. dollars)
	Common Stock				Accumulated Deficit $		Total Stockholders' Equity (Deficit) $
	Number of Shares		Amount $
Balance, January 29, 2018 (date of incorporation)	–		–		–		–
Issuance of common stock	4,500,000		4,500		–		4,500
Net loss for the period	–		–		(615)		(615)
Balance, December 31, 2018	4,500,000		4,500		(615)		3,885
Net loss for the year	–		–		(11,113)		(11,113)
Balance, December 31, 2019	4,500,000		4,500		(11,728)		(7,228)

 

 

 

 

 

 

 

 

 

 

 

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

 

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LOVARRA Statements of Cash Flows (Expressed in U.S. dollars)
		Year ended December 31, 2019 $	Period from January 29, 2018 (date of incorporation) December 31, 2018 $
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss		(11,113)	(615)
Changes in Operating Assets and Liabilities:
Prepaid expense and deposits		3,817	(3,914)
Accounts payable and accrued liabilities		1,500	–
Due to related party		5,790	25
Net Cash Used in Operating Activities		(6)	(4,504)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		–	4,500
Proceeds from a related party		50	–
Net Cash Provided by Financing Activities		50	4,500
Change in Cash		44	(4)
Cash, Beginning of Period		(4)	–
Cash, End of Period		40	(4)
SUPPLEMENTAL CASH FLOW INFORMATION
	Interest paid	–	–
	Income taxes paid	–	–

 

 

 

 

 

 

 

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

 

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LOVARRA

Notes to the Financial Statements

For the Year Ended December 31, 2019 and Period from January 29, 2018 (Date of Incorporation) to December 31, 2018

(Expressed in U.S. dollars)

 

Note 1 – Nature of Business and Continuance of Operations

Lovarra (the “Company”) was incorporated on January 29, 2018 under the laws of the State of Nevada. The Company is 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.

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.  As at December 31, 2019, the Company has no revenues, negative cash flows from operating activities, a working capital deficit of $7,228, and an accumulated deficit of $11,728. 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.   

 

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.

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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Loss Per Share

The Company computes income (loss) per share in accordance with ASC 260 “Earnings per Share”. 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.

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LOVARRA

Notes to the Financial Statements

For the Year Ended December 31, 2019 and Period from January 29, 2018 (Date of Incorporation) to December 31, 2018

(Expressed in U.S. dollars)

 

Note 2 - Significant Accounting Policies (continued)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

As at December 31, 2019 and 2018, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The Company files federal, state and local income tax returns in the U.S., as applicable. For U.S. income tax returns, the open taxation years range from 2018 to 2019. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three-year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of U.S. have not examined any of the Company’s income tax returns for the open taxation years noted above.

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, bank indebtedness, 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.

 

 

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LOVARRA

Notes to the Financial Statements

For the Year Ended December 31, 2019 and Period from January 29, 2018 (Date of Incorporation) to December 31, 2018

(Expressed in U.S. dollars)

 

Note 2 - Significant Accounting Policies (continued)

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 at December 31, 2019 and 2018, the Company had no items that affected comprehensive loss.

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. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. Earlier application is permitted. The adoption of this standard did not have a 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 consolidated 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 – Prepaid Expenses and Deposits

	December 31, 2019 $	December 31, 2018 $
Prepaid deposit	–	3,870
Prepaid rent	97	44
	97	3,914

 

 

 

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LOVARRA

Notes to the Financial Statements

For the Year Ended December 31, 2019 and Period from January 29, 2018 (Date of Incorporation) to December 31, 2018

(Expressed in U.S. dollars)

 

Note 4 – Common Stock

On April 20, 2018, the Company issued 4,500,000 shares of common stock to the Chief Executive Officer and Director of the Company for proceeds of $4,500.  

 

Note 5 – Related Party Transactions

As at December 31, 2019, the Company owed $5,865 (2018 - $25) to the Chief Executive Officer and Director of the Company.  The amount owing is unsecured, non-interest bearing, and due on demand.

 

Note 6 – Income Taxes

The Company is subject to United States federal and state income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

 

	2019 $	2018 $
Income tax recovery at statutory rate	2,334	129
Change in valuation allowance	(2,334)	(129)
Income tax provision	–	–

 

 

The significant components of deferred income tax assets and liabilities are as follows:

	2019 $	2018 $
Net operating losses carried forward	2,463	129
Valuation allowance	(2,463)	(129)
Net deferred income tax asset	–	–

 

 

The Company has net operating losses carried forward of $2,463 which may be carried forward to apply against future years’ taxable income, subject to the final determination by taxation authorities, and commence expiration in the year 2038.    

 

Note 7 – Subsequent Events

(a)On February 13, 2020, the Company issued 317,000 shares of common stock at $0.015 per share for proceeds of $4,755. 

(b)On March 2, 2020, the Company issued 221,000 shares of common stock at $0.015 per share for proceeds of $3,315. 

 

 

 

 

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None

 

Item 9A. Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

Management has determined that, as of December 31, 2019, there were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter then ended that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Our independent registered public accounting firm is not required to, and has not, perform formal testing of our internal controls or policies and has not issued an independent opinion as to the quality of our internal controls.  

 

Item 9B. Other Information.

 

None.

 

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PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

Officers and Directors

 

At each annual meeting of stockholders, qualified directors will be elected to hold office until the next annual meeting of stockholders. Each director will hold office until the expiration of the term for which elected and until a qualified successor has been elected. The officers of our company are appointed by our board of directors and may hold office for such term as prescribed by our board of directors or until such person's death or removal from office.

 

The name, address, age, and position of our present officer(s) and director(s) is set forth below:

 

NAME AND ADDRESS		AGE		POSITION(S)
Vadim Rata Str. Petru Rares bl. V1 sc. D, et. 4, ap. 17, Tirgu Frumos, 705300 Romania		26		President, Secretary, Treasurer and Director

 

On April 2, 2018, Vadim Rata was appointed as our sole Director, Secretary and Treasurer. 

 

Background of Officer(s) and Director(s)

 

Mr. Rata, aged 26, is a national and citizen of Romania. He graduated from Bucharest Academy of Economic Studies in June 2014. In August 2014, Mr. Rata started his employment at DiraIT, a Bucharest IT firm, where he held a position of junior IT manager. The processes Mr. Rata oversaw included communicating with clients of the company, drafting agreements of engagement and services provision. In May 2016, Mr. Vadim Rata terminated his employment with DiraIT. Later in June 2016, he was hired by Kwiftol and got a position of a business analyst. The responsibilities there included predicting the IT market tendencies for the next quarter and adjusting the company’s business directions accordingly. Mr. Rata quit from Kwiftol in March 2018. Since April 20, 2018, Mr. Rata has served full-time as a President, Treasurer, Secretary and Director of Lovarra and has not been engaged in other kinds of business activities.

 

Involvement in Certain Legal Proceedings

 

Mr. Rata, our sole officer and director, has not been involved in any of the following events during the past 5 years:

 

	1.	Any bankruptcy petition filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or within 2 years prior to that time;
	2.	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or,
	4.	Being found by a (i) court of competent jurisdiction (in a civil action), (ii) the Securities and Exchange Commission, or (iii) the Commodity Futures Trading Commission, to have violated a federal or state securities or commodities law, where the judgment has not been reversed, suspended, or vacated.

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Item 11. Executive Compensation

 

Summary of Compensation

 

Since the incorporation we have made no provisions for paying cash and/or non-cash compensation to our sole officer and director.

 

The following table sets forth the compensation paid by us from inception on January 29, 2018 through the fiscal year ended December 31, 2018, and for the year ended December 31, 2019. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officer(s) up to the effective date of this prospectus. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

 

 

SUMMARY COMPENSATION TABLE FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018 and 2019

Name and Principal Position

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Vadim Rata President, Secretary, Treasurer and Director

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

We have not paid any other salaries. There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein.

 

Long-Term Incentive Plan Awards

 

There are no long-term incentive plans that provide compensation intended to serve as an incentive for performance.

 

Employment Agreements

 

At this moment, we have no employees other than our current sole officer and director, Vadim Rata. We do not have any formal employment agreements with Mr. Rata or with any other individual. If there is sufficient cash flow available from our future operations, we may in the future enter into a written employment agreement with our sole officer and director or enter into employment agreements with future key staff members.

 

Director Compensation

 

We do not compensate Mr. Rata for his services.

 

 

 

 

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by Vadim Rata, our sole officer and director, and the present owners (if any) of 5% or more of our total outstanding shares. 

Title of Class	Name and Address of Beneficial Owner (1)	Amount  of Shares Owned	Percentage of Shares Owned	Total Price
Common Stock	Vadim Rata	4,500,000	100%	$4,500
Common Stock	All Officers and Directors as a Group (1 person)	4,500,000	100%	$4,500

 

 

(1)	The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his share ownership. Mr. Rata is the only "promoter" of our company.

 

CHANGES IN CONTROL

 

We are unaware of any contract, or other arrangement or provision in our articles of incorporation or bylaws, which would result in a change of control of our company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

Except as described below, none of the following parties have, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that have or will materially affect us, other than as noted in this section:

 

	1.	Any of our directors or officers;
	2.	Any person proposed as a nominee for election as a director;
	3.	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
	4.	Any of our promoters; and,
	5.	Any member of the immediate family (including spouse, parents, children, step-parents, step-children, siblings and in-laws) of any of the foregoing persons.

 

On April 20, 2018, we issued a total of 4,500,000 shares of common stock to Vadim Rata, our sole officer and director, for total cash consideration of $4,500. This was accounted for as a purchase of common stock.

 

Mr. Rata made a formal additional financial commitment to loan up to $40,000, if required, for the further development of the business.

 

Our sole director is not independent because he is an executive officer of our company. The determination of the independence of a director has been made using the definition of "independent director" contained under NASDAQ Marketplace Rule 4200(a)(15).

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Item 14. Principal Accounting Fees and Services

 

During the year ended December 31, 2019, the total audit fees billed was $4,500, for audit-related services was $0, for tax services was $0 and for all other services was $0.

 

For the period from January 29, 2018 (date of inception) to December 31, 2018, the total audit fees billed was $4,000, for audit-related services was $nil, for tax services was $nil and for all other services was $0.

 

Audit fees are charged by the auditor for providing its audit report. Fees for audit-related services might be charged by lawyers or valuers providing third party expertise or opinions required to prepare or provide the audit report

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

Exhibits:

 

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

Item 16. Form 10-K Summary

 

None.

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	LOVARRA
Date: March 30, 2020	By: /s/ Vadim Rata
	Vadim Rata President, director, principal executive officer, principal financial officer, principal accounting officer and controller

 

 

 

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