GoLogiq, Inc. - Quarter Report: 2023 June (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended June 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 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.

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

As of August 15, 2023, 134,144,000 shares of the registrant’s common stock were issued and outstanding.

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 June 30, 2023 and Audited Consolidated Balance sheet as of December 31, 2022.	2
	Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022.	3
	Unaudited Condensed Consolidated Statement of Stockholder’s Equity for the six months ended June 30, 2023 and 2022.	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022.	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17

PART II – OTHER INFORMATION		18

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19

SIGNATURES		20

PART I – FINANCIAL INFORMATION

Item 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

(Expressed in U.S. dollars)

	June 30, 2023			December 31, 2022
	$			$

ASSETS
Current Assets
Cash and cash equivalents		2,885			35,254
Intangible assets, net		8,968,000			8,968,000
Goodwill		2,832,000			2,832,000
TOTAL ASSETS		11,802,885			11,835,254
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		1,123,771			1,321,483
Due to a related party		483,921			788,045
Total Liabilities		1,607,692			2,109,528
Stockholder’s Funds (Deficit)
Common stock Authorized: 200,000,000 shares of common stock, $0.001 par value 134,127,556 and 40,444,083 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		134,128			40,444
Preferred stock Authorized: 10,000,000 shares of preferred stock, 2,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		2,000			2,000
Additional paid-in capital		38,686,047			34,003,212
Share subscriptions receivable		(58	)		(58	)
Accumulated deficit		(28,626,924	)		(24,319,872	)
Total Stockholder’s Funds		10,195,193			9,725,726
TOTAL LIABILITIES AND STOCKHOLDER’S FUNDS		11,802,885			11,835,254

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

GoLogiq, Inc.

Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

	Three months ended			Three months ended			Six months ended			Six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	$			$			$			$

Service Revenue		2,573			1,633,375			74,489			4,942,392
Cost of Service		1,486			873,072			40,131			3,108,413
Gross Profit		1,087			760,303			34,358			1,833,979

Operating Expenses
General and administrative		2,371,426			432,121			4,271,910			1,800,919
Sales and marketing		-			-			-			5,000
Research and development		14,500			975,000			69,500			2,065,500
Total Operating Expenses		2,385,926			1,407,121			4,341,410			3,871,419

(Loss) from Operations		(2,384,839	)		(646,817	)		(4,307,052	)		(2,037,440	)

Income tax (Corporate tax)		-			-			-			-

Net (Loss) and Comprehensive (Loss)		(2,384,839	)		(646,817	)		(4,307,052	)		(2,037,440	)

Basic and Diluted Net (Loss) per Common Share		(0.019	)		(0.018	)		(0.048	)		(0.065	)

Weighted Average Number of Common Shares Outstanding		128,591,308			35,706,152			90,247,375			31,197,058

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

GoLogiq, Inc.

Statements of Stockholder’s Equity (Deficit)

(Expressed in U.S. dollars)

	Common Stock				Additional Paid-in		Share Subscription			Accumulated			Total Stockholders'
	Number of		Amount		Capital		Receivable			Deficit			Equity (Deficit)
	Shares		$		$		$			$			$
Balance, December 31, 2022		40,444,083		42,444		34,003,212		(58	)		(24,319,872	)		9,725,726

Issuance of Shares		76,936,479		76,937		2,270,783		-			-			2,347,720

Issuance of Shares for service		7,229,073		7,229		-		-			-			7,229

Net (loss) for the period		-		-		-		-			(1,922,213	)		(1,922,213	)

Balance, March 31, 2023		124,609,635		126,610		36,273,995		(58	)		(26,242,085	)		10,158,462

Issuance of Shares		260,521		261		2,412,052		-			-			2,412,313

Issuance of Shares for service		9,257,400		9,257		-		-			-			9,257

Net (loss) for the period		-		-		-		-			(2,384,839	)		(2,384,839	)

Balance, June 30, 2023		134,127,556		136,128		38,686,047		(58	)		(28,626,924	)		10,195,193

	Common Stock				Additional Paid-in			Share Subscription			Accumulated			Total Stockholders'
	Number of		Amount		Capital			Receivable			Deficit			Equity (Deficit)
	Shares		$		$			$			$			$
Balance, December 31, 2021		5,731,000		5,731		17,234			(58	)		(65,550	)		(42,643	)

Issuance of Shares for share exchange		26,350,756		26,351		32,523,344			-			-			32,549,695

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		32,537,458			(58	)		(1,456,173	)		31,116,429

Issuance of Shares for share exchange		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		33,169,616			(58	)		(2,102,990	)		31,102,370

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

GoLogiq, Inc.

Statements of Cash Flows

(Expressed in U.S. dollars)

	Six months ended			Six months ended
	June 30, 2023			June 30, 2022
	$			$

OPERATING ACTIVITIES
Net (Loss) for the Period		(4,307,052	)		(2,037,440	)
Changes in Operating Assets and Liabilities:
Prepaid expense and deposits		-			(271,801	)
Accounts payable and accrued liabilities		(126,460	)		28,060
Issuance of shares for service received		4,776,518			936,250
Net Cash (Used in) Operating Activities		343,006			(1,344,931	)
FINANCING ACTIVITIES
Due from related party		(375,375	)		598,729
Net Cash Provided by (Used in) Financing Activities		(375,375	)		598,729
INVESTING ACTIVITIES
Arising from transitional arrangements and carve out assumptions on allocation of CreateApp and GoLogiq costs from Logiq, Inc. to GoLogiq		-			746,202
Net Movement in Investing Activities		-			746,202
Change in Cash		(32,369	)		-
Cash, Beginning of Year		35,254			-
Cash, End of Period		2,885			-
NON-CASH TRANSACTION
Issuance of shares for services received		4,121,618			936,250

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

GoLogiq, Inc.

Notes to the Financial Statements

For the Six Months Ended June 30, 2023 and 2022

(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 June 30, 2023, Logiq controlled, through one of its subsidiaries, approximately 3.36% 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.

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 six months ended June 30, 2023, the Company has incurred operating losses of ($4,307,052) and ($2,037,440) from operating losses for the six months ended June 30, 2022. As at June 30, 2023, the Company has a working capital deficit of $1,604,807 and an accumulated deficit of ($28,626,924). 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 six months ended June 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.

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 six 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 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.

Note 2 – Significant Accounting Policies

(continued)

As of June 30, 2023 and 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

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.

Goodwill and Intangible Assets

Goodwill is recorded as the difference between the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference.

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 June 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 installments 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.

Note 4 – Business Combination

CreateApp

On January 27, 2022, the Company acquired substantially all the CreateApp assets from Logiq in exchange for 26,350,756 shares of the Company’s common stock at a price per share of $1.195411(of par value $0.001). The fair value of the shares of common stock at the close of the transaction was $31,500,000 as determined by a valuation of the business.

The acquisition of substantially all the CreateApp assets from Logiq was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of Lovarra’s historical operations included in the Company’s consolidated financial statements from January 1, 2022. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed.

On the acquisition date, Lovarra acquired substantially all of the CreateApp assets from Logiq. The fair value of assets acquired assumed were as follows:

	$
Intangible assets, net		24,000,000
Goodwill		7,500,000
Net assets acquired		31,500,000

Fair valuation methods used for the identifiable net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired from Logiq has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Lovarra would have paid if Lovarra did not own the software technology.

On the acquisition date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The intangible asset identified during the acquisition is software technology for the CreateApp and Atoz Pay/Go platform, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.

The 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 PaaS to our customers.

AtozPay 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.

The Company incurred some accounting and legal fees related to the acquisition of the CreateApp assets. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the quarter ended June 30, 2023.

In the consolidated statements of operations, revenues and expenses include the operations of CreateApp since January 27, 2022, which is the day after the acquisition date.

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

Note 5 – 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.

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.

Note

– 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

– Subsequent Events

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 (i

i) 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.

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

five million four hundred ninety

seven thousand five hundred (75,497,500) shares and is currently obtaining the requisite personal information and stock powers required to return all previously issued

seventy

six million two hundred forty

seven thousand five hundred (76,247,500) shares to Treasury for cancellation.

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.

Stock Based Compensation

Subsequent to June 30, 2023 and the date of this Report, a total

16,444

with par value of $

0.001

per share were issued for consultancy services received including shares issued to Directors, Operational Staff, and Legal Consultants.

Share Exchange Agreement

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”).

Stephen Jones – Appointment as Chief Financial Officer

On July 26, 2023, the Company appointed Stephen Jones as the Company’s new Chief Financial Officer. Previously, Brent Suen served as the Company’s Principal Accounting Officer. Mr. Suen will continue to serve as a director of the Company.

Stephen R. Jones is an international finance and operations executive with more the 15 years of experience leading global organizations in emerging markets in Asia and international, multi-cultural environments. He brings to the company broad and deep experience in starting, growing and expanding e-commerce and professional service business and financial services enterprises from pre-revenue to more than $8 billion in sales.

He previously served as CFO of Vemanti Group, a financial technology company located in Irvine, California. Earlier he served as CFO and COO of Dreamplex, a provider of hybrid working solutions for organizations located in Ho Chi Minh, Vietnam, and currently serves on the company’s board of directors.

Prior to Dreamplex, he served as COO of HMB, a service-based company that offers IT and technology solutions for medium to large companies in various industries. He also previously served as COO and CFO of Navigos Group in Ho Chi Minh City, Vietnam. He also previously served as COO and CFO of Portfolio Productions, a Portland-based visual communications firm offering a full range of creative and production capabilities.

Jones holds a B.A. in political science and history from Vanderbilt University, and an MBA in Finance and Accounting from University of Cincinnati Carl H. Lindner College of Business.

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

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”).

As of June 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 June 30, 2023 and 2022

Revenue

During the three months ended June 30, 2023, the Company generated $2,573 from its CreateApp platform, compared to $1,633,375 for the three months ended June 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.

Service revenues

During the three months ended June 30, 2023, the Company incurred $1,486 from CreateApp platform operations, compared to $873,072 during the three months ended June 30, 2022.

Gross margin

During the three months ended June 30, 2023, the Company generated gross margin of $1,087 from its CreateApp platform, compared to $760,303 during the three months ended June 30, 2022.

Operating Expenses

Operating expenses were $2,385,926 and $1,407,121 for the three months ended June 30, 2023 and 2022, respectively.

The increase is mainly due to stock compensation of $2,314,350 and $156,250 for the three months ended June 30, 2023 and 2022, respectively.

Net Loss

Our net loss for the three months ended June 30, 2023 was ($2,384,839) compared to net loss of ($646,817) during the three months ended June 30, 2022, which increase is mainly attributable to stock compensation of $2,314,350.

Comparison of the six months ended June 30, 2023 and 2022

Revenue

During the six months ended June 30, 2023, the Company generated $74,489 from its CreateApp platform, compared to $4,942,392 for the six months ended June 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.

Service revenues

During the six months ended June 30, 2023, the Company incurred $40,131 from CreateApp platform operations, compared to $3,108,413 during the six months ended June 30, 2022.

Gross margin

During the six months ended June 30, 2023, the Company generated gross margin of $34,358 from its CreateApp platform, compared to $1,833,979 during the six months ended June 30, 2022.

Operating Expenses

Operating expenses were $4,341,410 and $3,871,419 for the six months ended June 30, 2023 and 2022, respectively.

The increase is mainly due to stock compensation of $4,121,618 and $936,250 for the six months ended June 30, 2023 and 2022, respectively.

Net Loss

Our net loss for the six months ended June 30, 2023 was ($4,307,052) compared to net loss of ($2,037,440) during the six months ended June 30, 2022, which increased due to stock compensation of $4,121,618.

Liquidity and Capital Resources

During the six months ended June 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 June 30, 2023, our total assets were $11,802,885, compared to $11,835,254 in total assets as of December 31, 2022.

Stockholders’ funds were $10,195,193 as of June 30, 2023, compared to stockholders’ deficit of $9,725,726 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).

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 used $343,006 in operations for the six months ended June 30, 2023, as compared to ($1,344,931) in for the six months ended June 30, 2022. This increase is attributable to net loss from operations of ($4,307,052).

Financing Activities

During the six months ended June 30, 2023, financing activities net cash used in ($375,375) compared to net cash provided $598,729 for the six months ended June 30, 2022

Investing Activities

Investing activities provided $nil in cash for the six months ended June 30, 2023, as compared to $746,202 for the six months ended June 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 June 30, 2023.

Off-Balance Sheet Financing Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 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 six months ended June 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 six months ended June 30, 2023, included elsewhere in this Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 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.

Management Report on Internal Control over Financial Reporting

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 June 30, 2023. 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.

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

Management has determined that, as of June 30, 2023, 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.

PART II. OTHER INFORMATION

Item 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.

Item 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.

Item 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.

Item 3. Defaults upon Senior Securities

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

Item 4. Mine Safety Disclosures

Not applicable to our Company.

Item 5. Other Information

None.

Item 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			X
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			X
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
3.5	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)

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.

August 21, 2023

	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)