LOGIQ, INC. - Quarter Report: 2015 June (Form 10-Q)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   [   ] Yes   [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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SERATOSA INC.

Notes to interim Financial Statements

 (Unaudited)

1. BASIS OF PRESENTATION – GOING CONCERN

The Company specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions.  Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.

The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees.  The Company currently hosts two e-commerce solutions.

These financial statements of Seratosa Inc. (the “Company”) have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.

The Company experienced losses during fiscal year ended December 31, 2014 amounting to $255,693, which raises substantial doubt about the Company's ability to continue as a going concern.  The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations.  There are no assurances that the Company will be successful in achieving these goals.

The Company believes that it can continue to receive revenues from its customers.  The Company expects to continue utilizing its cost structure by sourcing personnel in Asia for servicing its customers.  In order to accelerate the growth of the Company, it will also consider raising additional funding from investors.

These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

We have prepared the unaudited condensed financial statements included herein pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim periods.  The unaudited condensed financial statements included herein reflect all normal recurring adjustments, which are, in the opinion of our management, necessary to state fairly the results of operations and financial position for the periods presented.  The results for the six month period ended June 30, 2015 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2015 or for any interim or future period.

These unaudited condensed financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the audited financial statements and notes thereto included in our Annual Report on Form 10-KA for the fiscal year ended December 31, 2014.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the Company’s financial statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

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assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

CERTAIN RISKS AND UNCERTAINTIES

The Company relies on leased hardware and software from third parties to offer its e-commerce solutions and services.  Management believes that alternate sources are available; however, disruption or termination of these relationships could adversely affect our operating results in the near-term.  The Company currently has two customers who provide all of the Company’s recurring revenue.  Loss of any one of these customers would have a significant impact on the Company’s revenue.

CASH AND CASH EQUIVALENTS

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.  

EQUIPMENT

Equipment is carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives. Estimated useful life of the computer equipment is 3 years.

RECLASSIFICATION

Certain prior year amounts have been reclassified to conform with current year presentation.

STOCK-BASED COMPENSATION

The Company accounts for stock based compensation by recognizing the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments. Stock options issued in lieu of cash to non-employees for services performed are recorded at the fair value of the options at the time they are issued and are expensed as service is provided.

LOSS PER SHARE

Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period, including vested and unvested stock options that are in the money.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, accounts payable, interest payable, shareholder loans and other current liabilities. The carrying values of financial instruments reflected in these financial statements approximate their fair values due to the short-term maturity of the instruments.

REVENUE RECOGNITION

The Company recognizes revenue from providing hosting and integration services and licensing the use of its technology platform to its customers.  The Company recognizes revenue when all of the following conditions are satisfied:  (1) there is persuasive evidence of an arrangement; (2) the service

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has been provided to the customer (for licensing, revenue is recognized when the Company’s technology is used to provide hosting and integration services); (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of fees is probable.  We account for our multi-element arrangements, such as instances where we design a custom website and separately offer other services such as hosting, which are recognized over the period for when services are performed.

COST OF SERVICE

Cost of service results from sourcing technical and engineering personnel in Asia on an hourly or project basis in order to develop e-commerce solutions and provide ongoing hosting services to individual customers.  The Company utilizes an outsourced staffing firm with offices in China.

CAPITALIZATION OF SOFTWARE

The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 ( Intangibles – Website cost ).  The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle.  Development cost of various platforms is being expensed.  The Company cannot separate internal cost on a reasonably cost-effective basis between maintenance and upgrades, and cannot assess the ongoing value of its various projects, thus all project costs are expensed as such costs are incurred.

INCOME TAXES

Income taxes are provided for using the asset and liability method whereby deferred tax assets and liabilities are recognized using current tax rates on the difference between the financial statement carrying amounts and the respective tax basis of the assets and liabilities. The Company provides a valuation allowance on deferred tax assets when it is more likely than not that such assets will not be realized.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognized interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying statements of operation. Accrued interest and penalties are included within the related tax liability in the balance sheets.

NEW ACCOUNTING PRONOUNCEMENTS

There were various other accounting standards and interpretations recently issued, none of which is expected to have a material impact on the Company's financial position, operations or cash flows.

3. STOCKHOLDERS’ DEFICIT

Common Shares

Authorized common shares of the Company consist of 10,000,000,000 shares with a par value of $0.00001 each.

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Debt-to-Equity Conversions

As the terms of conversion to equity of the convertible debentures outstanding at December 31, 2014 of $303,491 have lapsed, these have been reclassified as Other payables.

Employee Stock Option Plan

The Company has a stock option and incentive plan, the “Stock Option Plan”. The exercise price for all equity awards issued under the Stock Option Plan is based on the fair market value of the common share price which is the closing price quoted on the Pink Sheets on the last trading day before the date of grant. The stock options generally vest on a monthly basis over a two-year to three-year period, and have a five year life.

The Stock Option Plan allows for the issuance of stock options, stock awards, or other incentives.  An aggregate of 25,000,000 shares are authorized under the Stock Option Plan. As of June 30, 2015, there are 24,590,000 shares reserved for future grants under the Stock Option Plan.

Stock-Based Compensation

All options outstanding are fully vested as of December 31, 2014 and have all expired at June 30, 2015.  No new options were granted in during the three months ended June 30, 2015.

4. RELATED PARTY TRANSACTIONS

Accounts payable and other accruals include $8,000 of accrued salaries due to the Company’s Chief Executive Officer as of June 30, 2015 compared to $22,000 due to the former Chief Executive Officer as of December 31, 2014.

5. SUBSEQUENT EVENTS

On July 21, 2015, the Company announced that it had appointed Mr. Lionel Choong, age 53, as acting Chief Financial Officer of the Company. Mr. Choong has a track record of experience in corporate finance with an emphasis on branding, supply chain restructuring & public company work. Since November 2013 Mr. Choong currently serves as Board director with internal designation as vice chairman of the board for Emerson Radio Corp. Inc. (NYSE: MSN) overseeing strategic issues including supply chain and coordinated and led the branding initiative to improve branding awareness and implementation initiatives to reach customers through emerging touch points in social media, digital marketing and other digital initiatives

Between 2008 and June 2014, Mr. Choong was acting CFO for Global Regency Ltd based in Shenzhen China, (www.globalregency.com) an ideal partner for large retailers, handling annual FOB turnover exceeding USD 150 million, for wholesalers and distributors worldwide looking for complete solutions to OEM, private label brands and general factory dealings in China.

Since June 2013, Mr. Choong has been appointed Board advisor, incumbent alternate and board director, to the foreign shareholder of China joint venture of Sports retail operator, REALLY SPORTS CO., LTD, Shanghai, China, with revenue of Chinese RMB 2 billion (USD 327 million), over 500 retail outlets and over 3,500 staff representing global brands such as Nike, Adidas and Puma.

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Further, between April 2012-May 2015 Mr. Choong was retained by the Hong Kong buying office for the US California Body Glove apparel brand as financial accounting consultant.

On July 21, 2015, the Company filed a Form 14C Preliminary with the Securities and Exchange Commission notifying of corporate actions including a 1:1000 reverse share split, a name and stock symbol change and a reduction in shares authorized from 10 billion down to 250 million.

On August 3, 2015, the Company filed a Form 14C Definitive with the Securities and Exchange Commission notifying of corporate actions including a 1:1000 reverse share split, a name and stock symbol change and a reduction in shares authorized from 10 billion shares  to 250 million shares.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward Looking Statements

This quarterly report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events.  All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions.  These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. Any or all of the forward-looking statements in this periodic report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.  The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

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dependence on key personnel;

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Competitive factors;

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degree of success of research and development programs;

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the operation of our business; and

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general economic conditions in the Asia-Pacific Region.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this periodic report.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to:

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“Seratosa” the “Company,” “we,” “us,” or “our,” are to the business of Seratosa Inc., a Delaware corporation;

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“SEC” are to the Securities and Exchange Commission;

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“Securities Act” are to the Securities Act of 1933, as amended;

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“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

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“U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this quarterly report and the most recent Form 10-K and Form 10-Q.  This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions.  The actual results may differ materially from those anticipated in these forward-looking

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statements as a result of certain factors.  

Overview

Seratosa specializes in providing e-commerce solutions and services that facilitate multi-channel B2C (business-to-consumer) and B2B (business-to-business) transactions.  Its solutions and services enable e-commerce transactions with speed and efficiency, and allow an interactive and engaging customer experience as well as targeted marketing and advertising.

The Company’s revenues are generated from one-time integration fees for the implementation of e-commerce solutions as well as recurring license and service fees.  The Company currently hosts the following existing e-commerce solutions:

1.  4-GS, Ltd. is a B2B e-commerce platform that optimizes supply chain sourcing for international enterprise customers through B2B Search Engine Optimization (SEO), e-catalog and inventory management systems and a transaction platform.

2.  ZBL Cybermarketing, Ltd. is a Search Engine Marketing (SEM) and Search Engine Optimization (SEO) provider and utilizes the Company’s e-commerce solutions to identify and engage targeted consumer segments and optimize purchase conversions.

3.  iMedia, Ltd. is a mobile advertising platform that enables online vendors to reach and engage its customer audience through mobile ads and apps.  

On May 25, 2015, the Company sold a strategic stake of up to 51% of the company's common shares to a private investor group, Magic Glow Limited (BVI)  for up to $750,000. The funding provides for up to $750,000 in funding for the Company in the form of restricted shares of the common stock that will be newly issued shares and subject to affiliate restrictions and disclosure requirements.

On May 29, 2015 A definitive Acquisition agreement was signed between the Company and Technoprenuers Resource Centre Private Limited ("TRC") to acquire TRC in a stock acquisition. The terms of the transaction are $36 million of the Company's shares at a price per share of $0.005.

TRC does business under the name of CreateApp in Singapore. TRC, in their year-end 2014 audited report, had revenues of SGD15.7 million and net income after tax of SGD3.5 million.

TRC's CreateApp platform is focused on Asian markets. The CreateApp platform is currently offered in 11 languages and enables small-medium-sized businesses ("SME's") to create a mobile application ("app") without the need of technical knowledge and background.  

The Company filed a 14C Definitive filing with the United States Securities and Exchange Commission on August 3, 2015 including the acquisition of TRC among other corporate actions. The effective date of the corporate actions is September 1, 2015 and shortly thereafter, the Company will issue shares to TRC thereby closing the acquisition. It is anticipated that the TRC acquisition will close on or before September 7, 2015.

Upon the closing of the acquisition, TRC will become a wholly-owned subsidiary of the Company and subsequent financials will reflect the consolidated financials of both TRC and Seratosa's current operations.

On June 1, 2015, The Company, announced that it has signed a definitive Software Licensing Agreement with a Ad2 Limited, a Company incorporated in the Republic of Seychelles ("Ad2") in order to provide the Company worldwide rights to deploy, utilize, and market the Wechat Backstage Platform (hereinafter "the Technology"). Ad2 owns and/or has rights to certain computer software programs, the Technology, that is useful in creating, managing and coordinating channels for product

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sales via Wechat.

WeChat, owned by Tencent, Limited, according to their Q1 2015 report, has over 549 million active monthly users globally and  over 2 million business members.

The Company intends to utilize the Ad2 WeChat Backstage Platform to market TRC's CreateApp product in the Greater China market.

Management believes that our recently announced corporate actions with TRC and Ad2 will have a meaningful impact on future results and positively impact shareholder value. However, there is no guarantee that either TRC or Ad2 will be successful.

Management plans for expansion into other markets by repurposing the CreateApp platform into the target countries predominant languages as well as establishing a small base of operations in each target country. The goal is to replicate the early success of TRC in its 2014 year of operations and scale the business to a greater level.

Our expansion plans call for additional funding which management will seek to obtain through the issuance of shares or debt financings.

Results of Operation

Service Revenue

Service Revenue was $100,000 and $928,570 for the three months ended June 30, 2015 and 2014, respectively.  The decrease is due to recognizing lower revenue from our customers.

Cost of Service

Cost of Service was $95,000 and $536,260 for the three months ended June 30, 2015 and 2014, respectively.  The decrease was caused by lower personnel costs required for the development and hosting of e-commerce solutions for our customers. 

Operating Expenses

General and administrative:   General and administrative expenses were $14,375 and $450,419 for the three months ended June 30, 2015 and 2014, respectively.  The decrease was caused by lower personnel costs required for the development and hosting of e-commerce solutions for our customers. 

Net Loss

The Company had a net loss of $9,375 and net loss of $ 58,109 for the three months ended June, 2015 and 2014, respectively.  The net loss for the period was due to the Company’s operating expenses.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Liquidity and Capital Resources

Our registered independent auditors for the year ended December 31, 2014 have issued a going concern opinion as per our most recent Form 10-K and the Company experienced losses during fiscal year 2014 amounting to $255,693.  This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital or generate revenues to pay our bills.  We believe that we can generate revenues as a provider of e-commerce solutions and

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services.  Our other source for cash at this time is investments by others in the Company.  We may need to raise cash to fully implement our projects and stay in business.  These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

On June 30, 2015, we had negative working capital of $226,759 compared with negative working capital of $223,142 on March 31, 2015 The decrease in working capital is due to our net loss for the period.  Operating activities used $18,991 in cash for operating expenses in the six months ended June 30, 2015 as the operations were on open account basis. There was no movement in Investment activities or Financing activities in the three months ended June 30, 2015.  

We may not have enough working capital to complete our plan of operations.  If it turns out that we have not raised enough capital to complete our anticipated business development, we will try to raise additional funds from private placements or loans.  There is no assurance that we will raise additional capital in the future or that future financings will be available to us on acceptable terms.  If we require additional capital and are unable to raise it, we may have to suspend or cease operations.

Revenue Recognition

We earned revenue from providing hosting and integration services to 4-GS, Ltd., ZBL Cybermarketing, Ltd. and i-Media, Ltd.  For all customers, we provide e-commerce solutions with our engineering team and personnel in Asia.  We charge 4-GS, ZBL Cybermarketing and i-Media monthly integration and hosting fees plus additional professional fees for project management and consulting.  The fee arrangement with those three companies is covered under the strategic partnership agreement with Soconison Technology Ventures, dated July 11, 2011.  Soconison Technology Ventures is a shareholder in 4-GS, ZBL Cybermarketing and i-Media.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company” (as defined by §229.10(f)(1)), the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-415(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time 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.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our fiscal quarter of the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

The Company, as a “smaller reporting company” (as defined by §229.10(f)(1)), is not required to provide the information required by this Item.

ITEM 2. RECENT UNREGISTERED SALES OF EQUITY SECURITIES

On May 25, 2015, the Company sold a strategic stake of up to 51% of the company's common shares to a private investor group, Magic Glow Limited (BVI) for up to $750,000. The funds will be utilized for Seratosa to complete its initiative for restructuring. The funding provides for up to $750,000 in funding for the Company in the form of restricted shares of the common stock that will be newly issued shares and subject to Affiliate restrictions and disclosure requirements.

ITEM 3. EXHIBITS

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SIGNATURES

Pursuant to the requirements 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.

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