UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2020

 

or

 

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

 

For the transition period from ______ to ______

 

Commission File Number: 000-51815

 

LOGIQ INC.

(Exact name of registrant as specified in its charter)

 

Delaware   46-5057897

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

85 Broad Street, 16-079

New York, NY 10004

(Address of principal executive offices, including Zip Code)

 

(808) 829-1057

(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
 N/A        

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.0001 par value per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

 

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  ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes  ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer Accelerated filer
  Non-accelerated filer Smaller reporting company
    Emerging Growth Company

 

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  ☒ No

 

The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2020, based upon the closing price of the registrant's common stock as reported by the OTCQX on such date, was approximately $12,304,517. This calculation does not reflect a determination that persons are affiliates for any other purposes.

 

As of March 26, 2021 the issuer had 16,794,588 shares of common stock issued and outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 

 

 

Table of Contents

 

    Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS   ii
USE OF TERMS     ii
PART I     1
  Item 1. Business   1
  Item 1A. Risk Factors   12
  Item 1B Unresolved Staff Comments   22
  Item 2. Properties   22
  Item 3. Legal Proceedings   22
  Item 4. Mine Safety Disclosures   22
PART II     23
  Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   23
  Item 6. Selected Financial Data   26
  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations   27
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk   36
  Item 8. Financial Statements and Supplementary Data   F-1
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   37
Item 9A. Controls and Procedures   37
Item 9B. Other Information   37
PART III     38
  Item 10. Directors, Executive Officers and Corporate Governance   38
  Item 11. Executive Compensation   46
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   49
  Item 13. Certain Relationships and Related Transactions, and Director Independence   50
  Item 14. Principal Accountant Fees and Services   51
PART IV      52
  Item 15. Exhibits, and Financial Statement Schedules   52
  Item 16. Form 10-K Summary   53
SIGNATURES     54

 

i

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K (“Annual Report”) 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 facts contained in this Annual 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,” “could,” “would,” “continue” “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.

 

The forward-looking statements contained or incorporated by reference in this Annual Report are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

 

Any or all of the forward-looking statements in this Annual 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:

 

  our ability to raise capital, which in turn is related to the performance of our stock price and liquidity;

  dependence on key personnel;

  industry competition;

  continued growth of mobile app markets;

  the operation of our business; and

  general economic conditions in the ASEAN, Asia-Pacific Region, and in the United States.

 

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. Furthermore, among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” in this Annual Report and elsewhere in this document and in our other filings with the SEC.

  

USE OF TERMS

 

Except as otherwise indicated by the context, all references in this Annual Report to:

 

  “Logiq,” “Company,” “we,” or “our,” unless the context otherwise requires, are to Logiq Inc. and all its subsidiaries that may exist from time to time;

  “SEC” is to the United States Securities and Exchange Commission;

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

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

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

 

ii

 

 

PART I

 

Item 1. Business

 

Corporate Information

 

Logiq, Inc., formerly known as Weyland Tech, Inc., is a Delaware corporation that incorporated in 2004. Logiq is headquartered in New York, with offices in New York City, Singapore, Minneapolis, MN and Jakarta, Indonesia.

 

On September 25, 2020, the Company commenced trading under the Company’s new name, Logiq, Inc., under its new symbol: “LGIQ”. The Company’s common stock is quoted on the OTCQX Market.

 

Overview

 

The Company 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 (i) its core platform, “AppLogiq” (operated as CreateApp (https://www.createapp.com/), allows SMBs to establish their point-of-presence on the web, and (ii) “DataLogiq”, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast e-commerce landscape.

 

The Company enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing “AppLogiq”, which is a platform that is offered as a Platform as a Service (“PaaS”) to the Company’s customers. The Company’s DataLogiq business unit offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”) basis.

 

We provide our PaaS and digital marketing to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business and on our SaaS platform when provisioning services for their marketing campaigns. We also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing basis.

 

The Company continues to expand its portfolio of offerings and the industries they serve:

 

In May 2018, the Company expanded its portfolio to fintech applications with the launch of its PayLogiq mobile payments platform in Indonesia.

In the fall of 2019, the Company expanded its portfolio to short-distance food delivery service with the launch of GoLogiq, a PaaS platform that provides mobile payment capabilities for the local food delivery service industry in Indonesia.

In January 2020, the Company completed the acquisition of substantially all of the assets of Push Holdings, Inc., headquartered in Minneapolis, Minnesota. This acquired business, which the Company has rebranded as its DataLogiq division, operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA.

On November 2, 2020, the Company completed the acquisition of Fixel AI Inc., thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of its DataLogiq product suite.

On March 3, 2021, the Company entered into an Agreement and Plan of Merger whereby Rebel AI, Inc., a Delaware corporation (“Rebel”), would become a wholly-owned subsidiary of the Company, thereby acquiring Rebel’s platform of enabling brands and agencies to securely transact media and activate first-party data. Although the parties have entered into the merger agreement, the parties intend to consummate the merger upon satisfaction or waiver of certain conditions as set forth in the merger agreement.

 

Products

 

General

 

Since 2017, we have been focused on enabling mobile commerce via our enhanced platform offered on a PaaS basis, and the Company’s e-wallet initiative. Product launches with our strategic partners DPEX Worldwide Express (S) PTE. Ltd. (Indonesia), BGT Corp Public Company Limited (Thailand), and Augicom Telecom SA (France) are representative of the PaaS platform strategy and product offering. As of the date of this Annual Report, we offer the following products (each of which is described below): (i) APPLogiq, (ii) PAYLogiq, (iii) GOLogiq; and (iv) the DATALogiq branded consumer data management platform.

 

1

 

 

AppLogiq

 

APPLogiq, the Company’s core product and PaaS, allows SMBs to create mobile apps for their business without the need of technical knowledge, high investment, or background in IT.

 

APPLogiq has evolved over the course of 2017, 2018 and 2019 to capitalize on the immediate opportunity for developing a larger network of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East Asia and the United States. The platform enhancements have taken the Company’s technology from a standalone “do-it-yourself” (“DIY”) app builder to an enhanced platform built to enable mobile commerce by empowering users to create their own e-commerce and mobile-commerce ecosystem.

 

In 2019, the Company focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase the number of users, and the merchants available to users, of the Company’s products on a PaaS basis. These efforts expanded on the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners, and after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement, interaction, and co-marketing/sales substantially benefited the Company in 2018 and 2019. As a result, our year-over-year revenues increased by 45% in 2018 and by 52% in 2019. For 2020 over 2019, in spite of COVID-19, the Company worked to improve gross profit margins while reducing older, white-label partnership revenues and although year-over-year revenues decreased by 34.3%, the gross profits margins improved to approximately 25.8%.

 

PayLogiq

 

Launched in late 2017 as the Company’s e-wallet initiative, PAYLogiq is a ‘consumer facing’ product offering that supports the PaaS strategy developed by the enhancements to the AppLogiq platform providing payment capabilities to users of our platform. Moreover, PAYLogiq is designed to be a robust and universal payment platform, and its growth is therefore not limited to the Company’s PaaS customers alone.

 

Since its launch, PAYLogiq has surpassed the Company’s expectations as it has achieved stronger than anticipated customer traction with limited marketing expense. In 2020, PAYLogiq’s total gross mobile transaction volume totaled $16.4 million.

 

GOLogiq

 

GOLogiq is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry. We launched GOLogiq in the fall of 2019 in Jakarta, Indonesia, and as of December 31, 2020, GOLogiq has reached a registered customer base of 166,000 mobile users. The Company plans to continue to reinvest in GOLogiq in order to increase user growth and regional expansion with its unique pedestrian-powered approach to urban food delivery.

 

DATALogiq Consumer Data Management Platform

 

DATALogiq operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands.

 

DATALogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DATALogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer. DATALogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DATALogiq is located in Minneapolis, Minnesota, USA.

 

Product Development

 

DATALogiq is developing an end-to-end marketing technology platform utilizing big data and artificial intelligence (“AI”) for enterprise and SMB clients that will allow clients to develop desired target audiences, activate campaigns, insert creative content and broadcast through a cost-effective advertising channel for the campaign.

 

2

 

 

Development of our software is focused on expanding product lines, designing enhancements to our core technologies, and integrating existing and new products into our principal software architecture and platform technologies. We intend to continue to offer regular updates to our products and to continue to look for opportunities to expand our existing suite of products and services.

 

To date, we have primarily developed products internally, sometimes also licensing or acquiring products, or portions of products, from third parties. These arrangements sometimes require that we pay royalties to third parties. We intend to continue to license or otherwise acquire technology or products from third parties when it makes business sense to do so.

 

In the third quarter of 2020, we rebranded under the Logiq name. Our offerings now extend from mobile commerce and fintech solutions for SMBs, to AI-powered, SaaS-based digital marketing solutions for enterprises and major brands. We believe the Logiq branding better reflects the use of data analytics that underlies both of our business segments.

 

Our customer relationships now range from hundreds of thousands of SMBs around the world to publicly traded Fortune 1000 companies. Among our notable customers are QuinStreet (a marketing technology company), Purple (the creator of the renowned Purple mattress) and Sunrun (a solar company).

 

These new major clients reflect our transformation, which began with the completion of our acquisition of the assets of Push. This has led to the streamlining during the third quarter of 2020 of our various brands and business units into two business segments: DataLogiq and AppLogiq.

 

DATALogiq’s data engine uses proprietary methodologies and AI systems to deliver valuable consumer insights that can dramatically enhance the effectiveness, reach, and return on investment of online marketing spend for enterprises and major brands. Alongside DataLogiq is our new Fixel subsidiary that offers simplified online marketing with critical privacy features.

 

Our APPLogiq mobile commerce PaaS enables SMBs worldwide to easily create and deploy a native mobile app for their business without technical knowledge or background. APPLogiq empowers businesses to reach more customers, increase sales, manage logistics, and promote their products and services in an easy and affordable way. Our APPLogiq mobile platform now also includes our PAYLogiq fintech and GOLogiq delivery services that have garnered great interest from potential partners due to the deep consumer data both have been acquiring since their inception.

 

The combination of APPLogiq’s mobile platform and DATALogiq’s data engines offers a uniquely powerful e-commerce and m-commerce platform for many types of businesses and brands. We have and will continue to integrate, existing and new, cutting-edge services with the aim of providing a comprehensive and differentiated e-commerce and m-commerce offering for our existing and interested, new customers.

 

Soon after the close of the Push asset acquisition, the impact of the COVID-19 pandemic quickly emerged, with global lockdowns and the corresponding impact on SMBs. Fortunately, due to the diversification of our revenue sources we have thus far been able to weather the storm. While our APPLogiq m-commerce business, targeted at distributors and SMB end users, has been adversely affected by the lockdown of traditional commercial businesses, our DATALogiq e-commerce data-driven digital marketing business has benefited by shifting to the many solely online businesses that have experienced an uptick in demand due to the pandemic.

 

Importantly, for DATALogiq, the recent acquisition of Fixel and its audience targeting solution has meant the introduction of a new SaaS revenue stream. Audience targeting is the ability to take the full audience of prospective customers and segment it into groups based on different criteria, including online behavioral characteristics, demographics, interests, and intent. The acquisition reflects our ability to adapt to the substantial industry shift that the end of the third party cookies represents. Fixel provides a timely solution to the loss of third party data that addresses the consumer privacy concerns that gave rise to the coming decline in third party cookies.

 

3

 

 

Our Competitive Strength

 

Logiq has an AI-driven, first party data, privacy compliant targeting solution that does not rely on third party cookie solutions. Our proprietary technology does not use any personally identifiable information or third party cookie information. Rather, it relies only on first party data collected on an advertiser’s or publisher’s website. The AI engine has the unique ability to determine the “most engaged visitors” to a website and then use that information to target them on Google, Facebook, Yahoo, Bing, LinkedIn, TradeDesk and other major platforms. At the heart of our data solution lies the value - the AI engine that analyzes and makes judgements about all visitors to a site.

 

By segmenting site visitors into Baseline, Medium and High categories, these designations can be leveraged when creating campaigns on any of these destinations. These segments are touted to give our customers the best insight into who are the most engaged audiences in the 90 to 95% of site visitors who don’t convert.

 

Across advertisers, publishers, agencies and tech platforms (such as demand side platforms that allow buyers of digital advertising inventory to manage multiple advertising exchange and data exchange accounts through one interface), the Logiq solution is viewed by existing customers (through their feedback to Logiq) to be a solution that can gain rapid adoption, as the industry trend is one where ecosystem constituents look to move away from their current third party cookie targeting initiatives. Our solution is not only for advertising purposes but could also be applied to a marketer’s analytics stack to gain deeper insights and understanding of their visitors’ behavior.

 

Today, Logiq uses its proprietary advertising and marketing technology platform to provide direct-to-consumer marketing services to advertisers. Our technology platform has proven to find in-market audiences and convert them to paying customers. Today, our technology is being used by enterprise brands such as Purple Mattress, Sunrun, and QuinStreet. A key next phase of the Company is to go downstream to small to medium size e-commerce agencies and brands by providing a new kind of marketing solution that delivers enterprise level capabilities via a simplified, do-it-yourself, automated platform.

 

Our Strategy

 

Our growth strategy is a multi-pronged approach, consisting of the following:

 

Development of an end-to-end unified SaaS offering. We expect to unify all of our technology platforms into one framework to provide a streamlined user experience for customers to leverage all of our applications through a SaaS model.

Expand our customer base and business relationships. Today, we are already installed in major media companies and technology platforms. We intend to increase the usage of our technology and deepen technology relationships to drive increased revenue.

Expand salesforce to acquire new brands and online advertisers. We intend to increase our salesforce to expand our existing business relationships with leading media networks and advertising agencies and to aggressively activate new brand advertiser relationships and business joint ventures.

Focus on SMBs. We believe that there is a significant opportunity for an end-to-end advertising and marketing technology solution for SMBs seeking to grow their online sales without dealing with the many challenges of integrating multiple point solutions. We intend to heavily market our platforms to SMBs.

Maintain innovation. We continue to develop and introduce new features and improved functionality to our platforms. Key initiatives include development of easy to use self serve platforms for SMBs, and continued development of AI-driven marketing technologies.

 

Sales and Marketing

 

Our sales and marketing efforts are focused on promoting sales, producing expert content and brand awareness. The Company believes that our resellers agreements signed in 2015, 2016, and 2017 created a large enough addressable market opportunity to generate sales and profits in a scalable manner, grow the Company’s business and enhance shareholder value. Given the nature of DIY mobile apps and the primary target market of SMBs, a typical go-to-market strategy would have a direct sales force or resellers approach SMBs directly to drive our revenue.

 

4

 

 

The Company has further evolved our PaaS platform with two distinct market paths to drive recurring revenue business model:

 

A) Cooperation agreements in countries/regions where our partners are responsible for targeting SMBs either through an installed base of customers or groups of direct sellers with a sales and marketing team focusing on end customers. The 2020 partnership with KMSB is representative of this revised path.

 

B) Digital wallet or e-wallet solutions. A distinguishing characteristic of Greater South East Asia (“GSEA”) compared to the United States is the substantially lower percentage of the population in GSEA with bank accounts, credit cards, or debit cards. This creates the need for alternative payment methods, specifically e-wallets according to the International Data Corporation (IDC). GSEA is poised for its own payments transformation in much the same way that China has shifted to online payments. Online payments in GSEA is divided into four broad payment modes: e-wallets (such as our PayLogiq platform), credit cards, debit cards and online banking. Of these IDC experts, the e-wallet mode is expected to grow the fastest over the next five years. Drivers for GSEA’s e-wallet industry include the mismatch between internet penetration and banking penetration (which creates a structural opportunity for e-wallet), the increasing integration of e-wallets with use cases such as online games and e-commerce, and the opportunity to offer broader digital financial services using e-wallets as a foundation.

 

With the above strategy, we believe that the Company will be able to maintain a lower capital expenditure base due to the ‘level-two’ customer support vs. ‘level-one’ customer support, smaller sales and marketing teams, and the need to provide hosting services.

 

The Company’s APPLogiq platform operates as a PaaS allowing users to develop their own applications supplying the infrastructure and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay to use subscription basis when our customers use our platform.

 

We do not compensate resellers and distributors. Instead, the end user pays the reseller/distributor directly as well as paying for our services, for which we or our reseller/distributor in licensed territories bill the end user separately.

 

Markets, Geography, and Seasonality 

 

Our products and services are predominantly sold in North America and the Southeast Asian markets. Based on our current and historical balance sheets and statement of operations, it does not appear that our business or operations experience any seasonality with respect to our sales as any such seasonality appears to be unpredictable. Although we believe our customers’ historical buying patterns and budgetary cycles may be a factor that impacts our quarterly sales results, we are not able to reliably predict our sales based on seasonality because outside factors (timing, introduction of new products and services, and other economic factors impacting our industry) can also substantially impact our revenues during the year.

 

Major Customers 

 

Three (3) customers accounted for 13.05%, 9.23% and 7.99% of net sales for fiscal year 2019 in our APPLogiq business segment. We have refocused our marketing initiatives from white label distributors and resellers to end users in the current year ended December 31, 2020. The improvement in gross profit margins in the 4th quarter of the year, evidence this transition and the Company eliminated the dependence upon major customers.

 

With the consolidation of Push Holdings Inc and the new DATALogiq business segment in the year ended December 31, 2020, there is no significant customer concentration risk based on our total consolidated revenues.

 

Research and Development

 

Our R&D strategy is to offer cutting edge financial, marketing, and advertising technology to the Company’s present and future customers. The Company continues to invest in website, e-commerce platform and mobile app development. In addition, the Company continues to develop its system support knowledge base and other internal systems.

 

The Company’s commercial and corporate-strategy functions collaborate closely with the R&D team on the Company’s priorities. The R&D strategy determines what capabilities and technologies the Company must have in place to bring the desired solutions to market. R&D capabilities are the technical abilities to discover, develop, or scale marketable solutions. Capabilities are unlocked by a combination of technologies and assets, and focus on the outcomes.  The choices of operating model and organizational design will ultimately determine how well the R&D strategy is executed.

 

Competition

 

Our business is rapidly evolving and highly competitive. Our current and potential competitors include: (i) advertising companies, web design firms and, more recently, mobile app makers; (ii) other DIY mobile app companies; (iii) a number of indirect competitors, including media companies, web portals, comparison shopping websites, and web search engines, either directly or in collaboration with SMBs; (iv) companies that provide e-commerce and e-wallet services, including website/app development; and (v) companies that provide infrastructure web and mobile services. We believe that the principal competitive factors in our mobile apps business include ease of use, affordability and broad range of functionality. Many of our current and potential competitors have greater resources, longer histories, more customers, and greater brand recognition. They may adopt more aggressive pricing and devote more resources to technology, functionality and ease of use and marketing. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

 

5

 

 

E-commerce

 

We face competition principally from regional players that operate across several markets in the U.S., Europe, and Asia. We also face competition from single-market players in those regions. We compete to attract, engage and retain buyers based on the variety and value of products and services listed on our marketplaces, overall user experience and convenience, online communication tools, integration with mobile and networking applications and tools, quality of mobile applications, and availability of payment settlement and logistics services. We also compete to attract and retain sellers based on the number and engagement of buyers, the effectiveness and value of the marketing services we offer, commission rates and the usefulness of the services we provide including data and analytics for potential buyer targeting, cloud computing services and the availability of support services, including payment settlement and logistics services.

 

E-wallet Platforms

 

PAYLogiq 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. PAYLogiq competes with these companies primarily on the basis of transaction processing speed, convenience, network size, accessibility, reliability and price. We believe the combination of PAYLogiq’s numerous physical merchant locations and the PAYLogiq App is a significant competitive advantage because of the strong demand in GSEA for convenient forms of payment processing.

 

Intellectual Property

 

The Company has, under a software purchase agreement, the eWallet platform currently operating under the brand names AtozPay and AtozGo in Indonesia (PAYLogiq and GOLogiq respectively), and the global rights to market and operate in other countries worldwide.

 

In addition, the Company has acquired the rights to the following United States trademarks through its acquisition of the Push assets:

 

1. United States Trademark “Astrology Nova” (Registration Number 5631852), registered under Push Holdings, Inc.

 

2. United States Trademark “BlueDrone” (Registration Number 5528307), registered under Comiseo, Inc.

 

The Company is in the process of registering transfers of these trademarks with the United States Patent and Trademark Office into the name of the Company.

 

The Company has three trademarks pending for registration in the United States for the word mark “Logiqx” under serial numbers 8885602, 88856050 and 88856033.

 

Employees

 

We believe that our future success will depend, in part, on our ability to continue to attract, hire, and retain qualified personnel.

 

The Company currently has thirty-seven full-time contracted personnel in Singapore, Myanmar, Hong Kong and the United States. None of our employees are represented by a union or covered by a collective bargaining agreement.

 

Government Approval

 

Because our core business is to provide a PaaS platform that allows SMBs to build their presence on mobile devices, we do not believe that any government agency approval is required for the products and services that we provide to our customers.

 

Government Regulations

 

We and our clients currently use pseudonymous data about Internet and mobile app users on our platform to manage and execute digital advertising campaigns in a variety of ways, including delivering advertisements to end users based on their geographic locations, the type of device they are using, their interests as inferred from their web browsing or app usage activity, or their relationships with our clients. Such data is passed to us from third parties, including original equipment manufacturers, application providers, and publishers. We do not use this data to discover the identity of individuals, and we currently prohibit clients, data providers and inventory suppliers from importing data that directly identifies individuals onto our platform.

 

6

 

 

Our ability, like those of other advertising technology companies, to collect, augment, analyze, use and share data relies upon the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads. The processes used to identify devices and similar and associated technologies are governed by U.S. and foreign laws and regulations and dependent upon their implementation within the industry ecosystem. Such laws, regulations, and industry standards may change from time to time, including those relating to the level of consumer notice, consent and/or choice required when a company employs cookies or other electronic tools to collect data about interactions with users online.

 

In the U.S., both federal and state legislation govern activities such as the collection and use of data, and privacy in the advertising technology industry has frequently been subject to review by the Federal Trade Commission (the “FTC”), U.S. Congress, and individual states. Much of the federal oversight on digital advertising in the U.S. currently comes from the FTC, which has primarily relied upon Section 5 of the Federal Trade Commission Act, which prohibits companies from engaging in “unfair” or “deceptive” trade practices, including alleged violations of representations concerning privacy protections and acts that allegedly violate individuals’ privacy interests. However, there is increasing consumer concern over data privacy in recent years, which has led to a myriad of proposed legislation and new legislation both at the federal and state levels, some of which has affected and will continue to affect our operations and those of our industry partners. For example, the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect January 1, 2020, defines “personal information” broadly enough to include online identifiers provided by individuals’ devices, applications, and protocols (such as IP addresses, mobile application identifiers and unique cookie identifiers) and individuals’ location data, if there is potential that individuals can be identified by such data.

 

The CCPA creates individual data privacy rights for consumers in the State of California (including rights to deletion of and access to personal information), imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on and rules regarding the “sale” of personal information (interpreted by many observers to include common advertising practices), and creates a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. The CCPA also offers the possibility to a consumer to recover statutory damages for certain violations and could open the door more broadly to additional risks of individual and class-action lawsuits even though the statute’s private right of action is limited in scope. There have been many class action lawsuits filed invoking the CCPA outside of the private right of action provided for by the law. It is unclear at this point whether any of these claims will be accepted by the courts. In addition, the California Privacy Rights Act, or CPRA, recently passed, which will impose additional notice and opt out obligations on the digital advertising space, including an obligation to provide an opt out for behavioral advertising. When the CPRA goes into full effect in January 2023, it will impose additional restrictions on us and on our industry partners; it is difficult to predict with certainty the full effect of the CPRA and its implementing regulations on the industry.

 

As our business is global, our activities are also subject to foreign legislation and regulation. In the European Union (including the European Economic Area (the “EEA”) and the countries of Iceland, Liechtenstein and Norway), or EU, separate laws and regulations (and member states’ implementations thereof) govern the processing of personal data, and these laws and regulations continue to impact us. The General Data Protection Regulation (“GDPR”), which applies to us, came into effect on May 25, 2018. Like the CCPA, the GDPR defines “personal data” broadly, and it enhances data protection obligations for controllers of such data and for service providers processing the data. It also provides certain rights, such as access and deletion, to the individuals about whom the personal data relates. The digital advertising industry has collaborated to create a user-facing framework for establishing and managing legal bases under the GDPR and other EU privacy laws including ePrivacy (discussed below). Although the framework is actively in use, it is under attack by the Belgian Data Protection Authority and others and we cannot predict its effectiveness over the long term.  European regulators have questioned the framework’s viability and activists have filed complaints with regulators of alleged non-compliance by specific companies that employ the framework. Continuing to maintain compliance with the GDPR’s requirements, including monitoring and adjusting to rulings and interpretations that affect our approach to compliance, requires significant time, resources and expense, and may lead to significant changes in our business operations, as will the effort to monitor whether additional changes to our business practices and our backend configuration are needed, all of which may increase operating costs, or limit our ability to operate or expand our business.

 

Additionally, in the EU, EU Directive 2002/58/EC (as amended by Directive 2009/136/EC), commonly referred to as the ePrivacy or Cookie Directive, directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access, and provided consent. A recent ruling by the Court of Justice of the European Union clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent. These developments may result in decreased reliance on implied consent mechanisms that have been used to meet requirements of the Cookie Directive in some markets. A replacement for the Cookie Directive is currently under discussion by EU member states to complement and bring electronic communication services in line with the GDPR and force a harmonized approach across EU member states. Although it remains under debate, the proposed ePrivacy Regulation may further raise the bar for the use of cookies, and the fines and penalties for breach may be significant. We cannot yet determine the impact such future laws, regulations, and standards may have on our business.

 

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As the collection and use of data for digital advertising has received media attention over the past several years, some government regulators, such as the FTC, and privacy advocates have suggested creating a “Do Not Track” standard that would allow Internet users to express a preference, independent of cookie settings in their browser, not to have their online browsing activities tracked. The CPRA similarly contemplates the use of technical opt outs for the sale and sharing of personal information for advertising purposes as well as to opt out of the use of sensitive information for advertising purposes, and allows for AG rulemaking to develop these technical signals. If a “Do Not Track,” “Do Not Sell,” or similar control is adopted by many Internet users or if a “Do Not Track” standard is imposed by state, federal, or foreign legislation (as it arguably is to some degree under the CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform, and our business, financial condition, and results of operations could be adversely affected.

 

Furthermore, additional governmental regulations, including foreign governmental regulations, may affect our business. For more information, see the section “Risk Factors”.

 

Environmental Matters 

 

No significant pollution or other types of hazardous emission result from the Company's operations, and it is not anticipated that our operations will be materially affected by federal, state or local provisions concerning environmental controls. Our costs of complying with environmental health and safety requirements have not been material.

 

Furthermore, compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the capital expenditures, earnings or competitive position of the Company. However, we will continue to monitor emerging developments in this area.

 

Corporate Information

 

Our principal executive offices are located at 85 Broad Street, 16-079, New York, NY 10004 and our telephone number is (808) 829-1057. We do not incorporate the information on our website into this Prospectus and you should not consider it part of this Prospectus.

 

Company Website

 

We maintain a corporate Internet website at: www.logiq.com

 

The contents of this website are not incorporated in or otherwise to be regarded as part of this Annual Report.

 

We file reports with the SEC which are available on our website free of charge. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, “Section 16” filings on Form 3, Form 4, and Form 5, and other related filings, each of which is provided on our website as soon as reasonably practical after we electronically file such materials with or furnish them to the SEC. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. 

 

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Three Year History

 

2017

 

On April 27, 2017, the Company announced initial subscriptions and revenues from its South East Asian cooperation partner, MOCAAPP. At that time, the Company was focused on the marketing and development of additional applications, powered by APPLogiq (at that time called CreateApp), in the Philippines through the Company’s white label channel distribution.

 

On May 1, 2017, the Company signed a definitive share purchase agreement with Escape Pixel, a provider of web development, mobile development, and digital customized solutions, based in Singapore and Yangon, Myanmar. Following the closing of the transaction, Escape Pixel became a wholly-owned subsidiary of the Company. As at December 31, 2018, this Share Purchase Agreement had been completed.

 

On May 1, 2017, the Company signed a software development agreement with Faith United Technology LTD, a Hong Kong based software developer. The Company and Faith United are collaborating on Online-to-Offline (“O2O”) applications initially targeting the food service industry.

 

On August 11, 2017, the Company applied for uplisting to the OTC Markets Group’s OTCQX Marketplace.

 

On August 29, 2017 the Company announced that its exclusive eurozone partner, Augicom S.A., entered into a customer relationship with Orange Pro. As part of this agreement, the Company’s APPLogiq (at that time called CreateApp) was made available to Orange Pro clients via “la Carte Pro” program or ‘Pro Card’ in English.

 

On September 12, 2017 OTC Markets Group Inc. announced the Company had qualified to trade on the OTCQX® Best Market. The Company began trading September 12, 2017 on OTCQX under the symbol “WEYL”.

 

On September 26, 2017 the Company named Mr. Ghassan R. Saade as a strategic advisor for the Company’s expansion into the Middle East & Africa.

 

On October 17, 2017 the Company announced the launch of its food services pilot program. In the pilot, the Company collaborated on developing O2O applications initially targeting the food service industry. With this pilot program and the platform developed with Faith United, the Company began to address one of the O2O opportunities in the region. The trial involved ordering and fulfillment of frozen foods to distributors in Hong Kong. Following the trial, the Company extended the platform to B2C by approaching restaurants, factory kitchens and foodstuff manufacturers to expand their reach to individual and business consumers.

 

On October 19, 2017 the Company added John Lee to its board of strategic advisors. Mr. Lee joined the Company as a strategic advisor on eSports initiatives. At that time, Mr. Lee served as CEO and Co-founder of kek eSports, an Asia based company with backing from globally recognized game investors including Initial Capital and Bitkraft Ventures. In addition to his role at kek eSports, he served as Strategic Advisor and Honorary Chairman in Asia for ESL, the world’s largest eSports league.

 

On November 2, 2017 the Company announced its plan to develop its mobile wallet platform, AtozPay (PAYLogiq).

 

On December 12, 2017 the Company announced that AtozPay had entered the beta testing stage.

 

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2018

 

On March 28, 2018 the Company announced the launch of the ENable mobile commerce and logistics platform with its strategic partner, DPEX Worldwide (“DPEX”).

 

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest, with the option to purchase an additional 31% equity interest at a later date. In April of 2019, the Company distributed a dividend in specie to the Company’s shareholders of record at October 12, 2018 of a 49% equity interest in WIP and now holds an equitable 20% interest in WIP.

 

On May 23, 2018, the Company, announced that AtozPay exited beta stage.

 

On July 11, 2018, the Company announced that the Board approved a pro-rata distribution to the Company’s shareholders of record as of the close of trading on September 28, 2018 of 90% of the outstanding shares of the Company’s subsidiary Weyland AtoZ Pay Inc. (“WAI”), through which the Company holds its ownership interest in its eWallet business (the “Spin-Off”). The Spin-Off was completed on December 11, 2018.

 

On August 20, 2018, the Company, announced a strategic partnership with its eWallet business and PT. Finnet Indonesia (“Finnet”).

 

On September 6, 2018, the Company announced that its eWallet business, AtoZPay, had entered into multiple additional agreements with companies in Indonesia, to enable users of AtoZPay to pay for goods and services from those companies, including:

 

Telkomsel – Indonesia’s largest telecom service provider.

BRI Bank – one of the oldest banks in Indonesia, with US$62 billion in assets.

Bank Mandiri – one of the largest banks in Indonesia with over US$81 billion in assets.

Grab Taxi – the number one ride sharing and delivery service in Southeast Asia funded by HSBC, Toyota Motor Company, Paul Allen (Co-founder of Microsoft), Oppenheimer, Softbank and multiple other ‘tier-one’ investors.

Go-Jek – Indonesia’s largest motorcycle and scooter based taxi service, funded by Google, Tencent, Temasek, Sequoia Capital, KKR and multiple other ‘tier-one’ investors.

 

On November 19, 2018, the Company announced a strategic partnership with Southeast Asia’s largest B2B portal for the construction industry, Keepital, a part of the KEEP family of business marketing services. Keepital is a leading B2B portal in Southeast Asia for the construction industry with over 500,000 members. Utilizing the Company’s PaaS platform on a ‘white label’ basis, Keepital offers its members the ability to source, procure, buy and sell construction equipment, materials, products and services directly from their mobile phones.

 

On December 11, 2018, the Company announced a binding MOU with PT Rex Indonesia (“Rex”). Rex focuses its services as a document and package shipping company through air, sea and land transportation with domestic and international destinations. Rex ships approximately 10,000 packages per day for thousands of SMBs. Under the terms of the MOU, the Company and Rex leverage the Rex SMB customer base and the Company’s 13,000-partnership network across 23 cities in Indonesia. The combined platform implemented a non-cash based payment system through the AtoZpay eWallet, integrates Weyland’s PaaS platform functionality for e-commerce and m-commerce thereby providing a ‘last-mile’ and payment solution for companies looking to expand their sales through e-commerce/m-commerce and have goods and services paid for and delivered.

 

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2019

 

On August 19, 2019, the Company entered into subscription agreements with a total of 157 subscribers for an aggregate of 42,745,675 Common Shares of the Company’s for an aggregate purchase price of $6,411,851. The Company used the net proceeds from the offering (after deducting consulting fees and expenses related to the offering in the aggregate amount of approximately $775,000) for working capital and general corporate purposes.

 

On December 16, 2019, the Company and its wholly-owned subsidiary, Origin8, entered into the asset purchase agreement for the Push Transaction (as defined below).

 

On November 15, 2019, the Company’s shareholders approved the proposal to grant the Board discretionary authority to amend the Company’s Certificate of Incorporation to effectuate a reverse stock split of the Company’s common stock, $0.0001 par value, by a ratio of no less than 1-for-5 and no more than 1-for-20, with such ratio to be determined by the Board in its sole discretion (the “Reverse Split”), and with such Reverse Split to be effective at such time and date, if at all, as determined by the Board in its sole discretion.

 

2020

 

On January 8, 2020, the Company’ completed the acquisition of substantially all of the assets of Push (the “Push Transaction”). At closing, the Company issued 28,571,428 Common Shares to ConversionPoint (Push’s parent company) and a further 7,142,857 Common Shares were issued and placed in an independent third-party escrow where such Common Shares will be released to ConversionPoint if the acquired Push business achieves certain performance milestone requirements, subject to offset for indemnification purposes. The Company obtained an independent valuation opinion with respect to the acquired business.

 

On February 25, 2020, the Board filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effectuate the Reverse Split. The Reverse Split became effective on February 27, 2020. Immediately following the Reverse Split, the total number of the Common Shares held by each stockholder was converted automatically into the number of whole Common Shares equal to the number of issued and outstanding Common Shares held by such stockholder immediately prior to the Reverse Split, divided by 13. The Reverse Split did not change the authorized capital stock of the Company. The Company continues to be authorized to issue up to 250,000,000 Common Shares.

 

On August 11, 2020, the Company, entered into a binding letter of intent to acquire Fixel AI Inc. (“Fixel”). Founded in July of 2017, Fixel has a fully automated audience segmentation software suite that ranks audiences according to their level of engagement. Fixel’s software helps e-commerce and digital agency marketers to create and retarget high return on ad spend audiences using cutting edge A.I. and big data technology. Fixel technology solutions enables automated audience segmentation for the purpose of creating lookalike audiences and remarketing to highly engaged visitors that otherwise failed to convert in the sales funnel. Fixel allows clients to run Data Driven marketing campaigns efficiently improving Return on add spend and sales conversions while still exceeding other corporate KPIs.

 

On October 30, 2020, the Company and Fixel entered into an Agreement and Plan of Merger (the “Fixel Merger Agreement”) pursuant to which Logiq Merger Sub, Inc., a wholly-owned subsidiary of the Company formed solely for the purpose of this transaction, merged with Fixel (the “Merger”). Following the Merger, the surviving entity continued its existence as a wholly-owned subsidiary of the Company, and the shareholders of Fixel received 564,467 Common Shares (the “Consideration Shares”) at a deemed issue price of US$8.86 per share, for an aggregate purchase price of approximately US$5,000,000. Pursuant to the Agreement and Plan of Merger, 112,868 Consideration Shares were placed in escrow with a third party escrow agent in order to establish a holdback mechanism with respect to $1,000,000 worth of the Consideration Shares to secure the Fixel shareholders’ obligations under the Agreement and Plan of Merger for a period of 18 months following the closing of the Merger. On November 2, 2020, the Merger occurred.

 

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Item 1A. Risk Factors

 

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual 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. In addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks 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 following factors, 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.

 

RISKS RELATED TO OUR BUSINESS

 

We are subject to risks associated with changing technologies in the mobile apps industry, which could place us at a competitive disadvantage.

 

The successful implementation of our business strategy requires us to continuously evolve our existing solutions and introduce new solutions to meet customers’ needs. We believe that our customers rigorously evaluate our solution and service offerings on the basis of a number of factors, including, but not limited to: quality; price competitiveness; technical expertise and development capability; innovation; reliability and timeliness of delivery; operational flexibility; customer service; and overall management.

 

Our success depends on our ability to continue to meet our customers’ changing requirements and specifications with respect to these and other criteria. There can be no assurance that we will be able to address technological advances or introduce new offerings that may be necessary to remain competitive within the mobile apps industry.

 

Systems failures could cause interruptions in our services or decreases in the responsiveness of our services which could harm our business.

 

If our systems fail to perform for any reason, we could experience disruptions in operations, slower response times, or decreased customer satisfaction. Our ability to host mobile apps successfully and provide high quality customer service depends on the efficient and uninterrupted operation of our hosting company’s computer and communications hardware and software systems. Although unlikely, our hosting company’s systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, and similar events. Any systems failure that causes an interruption in our services or decreases the responsiveness of our services could impair our reputation, damage our brand name, and materially adversely affect our business, financial condition and results of operations and cash flows.

 

If our security is breached, our business could be disrupted, our operating results could be harmed, and customers could be deterred from using our products and services.

 

Our business relies on the secure electronic transmission, storage, and hosting of sensitive information, including financial information, and other sensitive information relating to our customers, company, and workforce. As a result, we face some risk of a deliberate or unintentional incident involving unauthorized access to our computer systems (including, among other methods, cyber- attacks or social engineering) that could result in misappropriation or loss of assets or sensitive information, data corruption, or other disruption of business operations. In light of this risk, we have devoted significant resources to protecting and maintaining the confidentiality of our information, including implementing security and privacy programs and controls, training our workforce, and implementing new technology. We have no guarantee that these programs and controls will be adequate to prevent all possible security threats. We believe that any compromise of our electronic systems, including the unauthorized access, use, or disclosure of sensitive information or a significant disruption of our computing assets and networks, would adversely affect our reputation and our ability to fulfill contractual obligations, and would require us to devote significant financial and other resources to mitigate such problems, and could increase our future cyber security costs. Moreover, unauthorized access, use, or disclosure of such sensitive information could result in contractual or other liability. In addition, any real or perceived compromise of our security or disclosure of sensitive information may result in lost revenues by deterring customers from using or purchasing our products and services in the future or prompting them to use competing service providers.

 

12

 

 

Delays in the release of new or enhanced products or services or undetected errors in our products or services may result in increased cost to us, delayed market acceptance of our products, and delayed or lost revenue.

 

To achieve market acceptance, new or enhanced products or services can require long development and testing periods, which may result in delays in scheduled introduction. Any delays in the release schedule for new or enhanced products or services may delay market acceptance of these products or services and may result in delays in new or existing customers from using these new or enhanced products or services or the loss of new or existing customers. In addition, new or enhanced products or services may contain a number of undetected errors or “bugs” when they are first released. Although we extensively test each new or enhanced product or service before it is released to the market, there can be no assurance that significant errors will not be found in existing or future releases. As a result, in the months following the introduction of certain releases, we may need to devote significant resources to correct these errors. There can be no assurance, however, that all of these errors can be corrected.

 

Defects or errors in our applications could harm our reputation, result in significant cost to us and impair our ability to market our products and services.

 

Our applications may contain defects or errors, some of which may be material. Errors may result from our own technology or from the interface of our cloud-based solutions with legacy systems and data, which we did not develop. The risk of errors is particularly significant when a new product is first introduced or when new versions or enhancements of existing products are released. The likelihood of errors is increased when we do more frequent releases of new products and enhancements of existing products. We have, from time to time, found defects in our applications. Although these past defects have not resulted in any litigation against us to date, we have invested significant capital, technical, managerial, and other resources to investigate and correct these past defects and we have needed to divert these resources from other development efforts. In addition, material performance problems or defects in our applications may arise in the future. Material defects in our cloud-based solutions could result in a reduction in sales, delay in market acceptance of our applications, or credits or refunds to our customers. In addition, such defects may lead to the loss of existing customers and difficulty in attracting new customers, diversion of development resources, or harm to our reputation. Correction of defects or errors could prove to be impossible or impractical. The costs incurred in correcting any defects or errors or in responding to resulting claims or liability may be substantial and could adversely affect our operating results.

 

If we are not able to reliably meet our data storage and management requirements, or if we experience any failure or interruption in the delivery of our services over the Internet, customer satisfaction and our reputation could be harmed and customer contracts may be terminated.

 

As part of our current business model, we deliver our applications over the Internet and store and manage hundreds of terabytes of data for our customers, resulting in substantial information technology infrastructure and ongoing technological challenges, which we expect to continue to increase over time. If we do not reliably meet these data storage and management requirements, or if we experience any failure or interruption in the delivery of our services over the Internet, customer satisfaction and our reputation could be harmed, leading to reduced revenues and increased expenses. Our hosting services are subject to service-level agreements and, in the event that we fail to meet guaranteed service or performance levels, we could be subject to customer credits or termination of these customer contracts. If the cost of meeting these data storage and management requirements increases, our results of operations could be harmed.

 

Upgrading our products and services could result in implementation issues and business disruptions.

 

We update our products and services on a periodic basis. In doing so, we face the possibility that existing customers will find the updated product and/or service unacceptable, or new customers may not be as interested as they have been in the past versions. Furthermore, translation errors might introduce new software and/or technical bugs that will not be caught.

 

New entrants and the introduction of other platforms in our markets may harm our competitive position.

 

The markets for development, distribution, and sale of offering SMBs a platform to create mobile apps for their business are rapidly evolving. New entrants seeking to gain market share by introducing new technology, new products, and new platforms may make it more difficult for us to sell our products which could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses, or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.

 

13

 

 

Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

 

Our sales depend on our ability to anticipate our existing and prospective customers’ needs and develop products that address those needs. Our future success will depend on our ability to design new products, anticipate technological improvements and enhancements, and to develop products that are competitive in the rapidly changing mobile apps industry. Introduction of new products and product enhancements will require coordination of our efforts with our customers to develop products that offer performance features desired by our customers and performance and functionality superior or more cost effective than solutions offered by our competitors. If we fail to coordinate these efforts, develop product enhancements or introduce new products that meet the needs of our customers as scheduled, our operating results will be materially and adversely affected, and our business and prospects will be harmed. We cannot assure that product introductions will meet our anticipated release schedules or that our products will be competitive in the market. Furthermore, given the rapidly changing nature of the mobile apps market, there can be no assurance our products and technology will not be rendered obsolete by alternative or competing technologies.

 

Our cost structure is partially fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected.

 

Our cost structure is partially fixed, and if our revenues decrease, these fixed costs will not be reduced. We base our cost structure on historical and expected levels of demand for our services, as well as our fixed operating infrastructure, such as computer hardware, software, and staffing levels. If demand for our services declines, and as a result, our revenues decline, we may not be able to adjust our cost structure on a timely basis and our profitability may be materially adversely affected.

 

Attrition of customers and failure to attract new customers could have a material adverse effect on our business, financial condition and results of operations, and cash flows.

 

Although we offer mobile apps designed to support and retain our customers, our efforts to attract new customers or prevent attrition of our existing customers may not be successful. If we are unable to retain our existing customers or acquire new customers in a cost-effective manner, our business, financial condition and results of operations, and cash flows would likely be adversely affected. Although we have spent significant resources on business development and related expenses and plan to continue to do so, these efforts may not be cost-effective at attracting new customers.

 

Our ability to sustain or increase revenues will depend upon our success in entering new markets, continuing to increase our customer base, and in deriving additional revenues from our existing customers.

 

One component of our overall business strategy is to derive more revenues from our existing customers by expanding their use of our products and services. Such strategy would have our customers utilize our PaaS platforms and our tools and components to leverage vast amounts of information stored in both corporate databases and public data sources in order to make informed business decisions during the research and development process. In addition, we seek to expand into new markets, and new areas within our existing markets, by potentially acquiring businesses in these markets, attracting and retaining personnel knowledgeable in these markets, identifying the needs of these markets, and developing marketing programs to address these needs. If successfully implemented, these strategies could increase the usage of our PaaS platforms from SMBs operating within our existing customer base, as well as by new customers in other industries. However, if our strategies are not successfully implemented, our products and services may not achieve market acceptance or penetration in targeted new departments within our existing customers or in new industries. As a result, we may incur additional costs and expend additional resources without being able to sustain or increase revenue.

 

A pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere may adversely affect our business.

 

If a pandemic, epidemic or outbreak of an infectious disease occurs in the United States or elsewhere, our business may be adversely affected.

 

COVID-19 has spread worldwide and has resulted in government authorities implementing numerous measures to try to contain it, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted, and may further impact, our workforce and operations, the operations of our customers and our partners, and those of our respective vendors and suppliers. Our critical business operations, including our headquarters, are located in regions which have been impacted by COVID-19. Our customers worldwide have also been affected and may continue to be affected by COVID-19 related restrictions and closures.

 

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The spread of COVID-19 has caused us to modify our business practices as the Company complies with state mandated requirements for safety in the workplace to ensure the health, safety and well-being of our employees. These measures include personal protective equipment, social distancing, cleanliness of the facilities and daily monitoring of the health of employees in our facilities, as well as modifying our policies on employee travel and the cancellation of physical participation in meetings, events and conferences. We may take further actions as required by government authorities or that we determine are in the best interests of our employees, customers, partners and suppliers. However, we have not developed a specific and comprehensive contingency plan designed to address the challenges and risks presented by the COVID-19 pandemic and, even if and when we do develop such a plan, there can be no assurance that such plan will be effective in mitigating the potential adverse effects on our business, financial condition and results of operations.

 

In addition, while the extent and duration of the COVID-19 pandemic on the global economy and our business in particular is difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity. A recession or financial market correction resulting from the lack of containment and spread of COVID-19 could impact overall technology spending, adversely affecting demand for our products, our business and the value of our common stock.

 

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, including, but not limited to, the duration and continued spread of the pandemic, its severity, the actions to contain the disease or treat its impact, further related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of economic disruption as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.

 

If we are not successful in selecting and integrating the businesses and technologies we acquire, or in managing our current and future divestitures, our business may suffer.

 

Over the years, we have expanded our business through acquisitions. We continue to search to acquire businesses and technologies and form strategic alliances. However, businesses and technologies may not be available on terms and conditions we find acceptable. We risk spending time and money investigating and negotiating with potential acquisition or alliance partners, but not completing transactions. Even if completed, acquisitions and alliances involve numerous risks which may include: difficulties in achieving business and continuing financial success; difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies, or pre-existing relationships with our customers, distributors, and suppliers; challenges with developing and operating new businesses, including those which are materially different from our existing businesses and which may require the development or acquisition of new internal capabilities and expertise; challenges of maintaining staffing at the acquired entities, including loss of key employees; potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification we may obtain from the seller(s); the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; diversion of management’s attention from other business concerns; acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our common stock to the shareholders of the acquired company, dilutive to the percentage of ownership of our existing shareholders; new technologies and products may be developed which cause businesses or assets we acquire to become less valuable; and risks that disagreements or disputes with prior owners of an acquired business, technology, service, or product may result in litigation expenses and distribution of our management’s attention. In the event that an acquired business or technology or an alliance does not meet our expectations, our results of operations may be adversely affected.

 

Some of the same risks exist when we decide to sell a business, site, product line, or division. In addition, divestitures could involve additional risks, including the following: difficulties in the separation of operations, services, products, and personnel; and the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture. We evaluate the performance and strategic fit of our businesses. These and any divestitures may result in significant write-offs, including those related to goodwill and other intangible assets, which could have an adverse effect on our results of operations and financial condition. In addition, we may encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms and in a timely manner. We may not be successful in managing these or any other significant risks that we encounter in divesting a business, site, product line, or division, and as a result, we may not achieve some or all of the expected benefits of the divestitures.

 

If we are unable to manage our growth and expand our operations successfully, our business and operating results will be harmed and our reputation may be damaged.

 

We have expanded our operations significantly since inception and anticipate that further significant expansion will be required to achieve our business objectives. The growth and expansion of our business and product offerings places a continuous and significant strain on our management, operational, and financial resources. Any such future growth would also add complexity to and require effective coordination throughout our organization. To manage any future growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems and controls, and our ability to manage headcount, capital and processes in an efficient manner. We may not be able to successfully implement improvements to these systems and processes in a timely or efficient manner, which could result in additional operating inefficiencies and could cause our costs to increase more than planned. If we do increase our operating expenses in anticipation of the growth of our business and this growth does not meet our expectations, our operating results may be negatively impacted. If we are unable to manage future expansion, our ability to provide high quality products and services could be harmed, which could damage our reputation and brand and may have a material adverse effect on our business, operating results, and financial condition.

 

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We may be unable to respond to customers’ demands for new mobile app solutions and service offerings, and our business, financial condition and results of operations, and cash flows may be materially adversely affected.

 

Our customers may demand new mobile app solutions and service offerings. If we fail to identify these demands from customers or update our offerings accordingly, new offerings provided by our competitors may render our existing solutions and services less competitive. Our future success will depend, in part, on our ability to respond to customers’ demands for new offerings on a timely and cost-effective basis and to adapt to address the increasingly sophisticated requirements and varied needs of our customers and prospective customers. We may not be successful in developing, introducing or marketing new offerings. In addition, our new offerings may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new offerings or enhancements of our current offerings could have a material adverse effect on our business, financial condition and results of operations and cash flows.

 

Increasing competition and increasing costs within our customers’ industries may affect the demand for our products and services, which may affect our results of operations and financial condition.

 

Our customers’ demand for our products is impacted by continued demand for their products and by our customers’ research and development costs, budget costs, and capital expenditures. Demand for our customers’ products could decline, and prices charged by our customers for their products may decline, as a result of increasing competition that our customers face in their respective industries. In addition, our customers’ expenses could continue to increase as a result of increasing costs of complying with government regulations and other factors. A decrease in demand for our customers’ products, pricing pressures associated with the sales of these products, and additional costs associated with product development could cause our customers to reduce their research and development costs, budget costs, and capital expenditures. Although we believe our products can help our customers increase productivity, generate additional sales, and reduce costs in many areas, because our products and services depend on such research and development, budget, and capital expenditures, our revenues may be significantly reduced.

 

We are subject to pricing pressures in some of the markets we serve.

 

The market for PaaS for the SMB industry is intensely competitive. In response to increased competition and general adverse economic conditions in this market, we may be required to modify our pricing practices. Changes in our pricing model could adversely affect our revenue and earnings.

 

We may be unable to respond to the evolving industry practices and technology solutions, and our business, financial condition and results of operations and cash flows may be materially adversely affected.

 

To remain competitive as a mobile app provider, we must continue to invest in research and development of new technology solutions in order to keep up with the ever-evolving industry practices and enhancements to our existing solutions. The process of developing new technologies, products and services is complex and expensive. The introduction of new solutions by our competitors, the market acceptance of competitive solutions based on new or alternative technologies or the emergence of new industry practices could render our solutions less competitive.

 

We derive have historically derived a significant percentage of our revenues from a concentrated group of customers and the loss of more than one of our major customers could materially and adversely affect our business, results of operations or financial condition.

 

Three (3) customers accounted for 13.05%, 9.23% and 7.99% of net sales for fiscal year 2019. Three (3) customers accounted for 16.43%, 6.15% and 5.38% of net sales for fiscal year 2018. Three (3) customers accounted for 14.78%, 7.18% and 5.34% of net sales for fiscal year 2017. The loss of any of our major customers could have a material adverse effect on our results of operations and financial condition. We may not be able to maintain our customer relationships, and our customers may delay payment under, or fail to renew, their agreements with us, which could adversely affect our business, results of operations, or financial condition. Any reduction in the amount of revenues that we derive from these customers, without an offsetting increase in new sales to other customers, could have a material adverse effect on our operating results. A significant change in the liquidity or financial position of our customers could also have a material adverse effect on the collectability of our accounts receivable, our liquidity, and our future operating results.

 

However, with the new business segment of DATALogiq, on a consolidated revenue basis, there is no significant customer concentration in FY2020.

 

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Our insurance coverage may not be sufficient to avoid material impact on our financial position or results of operations resulting from claims or liabilities against us, and we may not be able to obtain insurance coverage in the future.

 

We maintain insurance coverage for protection against many risks of liability. The extent of our insurance coverage is under continuous review and is modified as we deem it necessary. Despite this insurance, it is possible that claims or liabilities against us may have a material adverse impact on our financial position or results of operations. In addition, we may not be able to obtain any insurance coverage, or adequate insurance coverage, when our existing insurance coverage expires.

 

We depend on key personnel and may not be able to retain these employees or recruit additional qualified personnel, which could harm our business.

 

Our success depends to a significant extent on the continued services of our senior management and other members of management. We have contractual agreements with our CEO, CFO, and COO.

 

If our CEO, CFO, COO, or other members of senior management do not continue in their present positions, our business may suffer. Because of the nature of our business, we are highly dependent upon attracting and retaining qualified personnel. While we have a strong record of employee retention, there is still significant competition for qualified personnel in our industry. Therefore, we may not be able to attract and retain the qualified personnel necessary for the development of our business. The loss of the services of existing personnel, as well as the failure to recruit additional key technical, UX, and managerial personnel in a timely manner, could harm our business.

 

We are subject to risks associated with the operation of a global business.

 

We derive a significant portion of our total revenue from our operations in international markets. During the years ended December 31, 2019, 2018, and 2017, 100%, of our total revenue was derived from our international operations. In 2020, 57% was derived from our international operations. Our global business may be affected by local economic conditions, including inflation, recession, and currency exchange rate fluctuations. In addition, political and economic changes, including international conflicts, including terrorist acts, throughout the world may interfere with our or our customers’ activities in particular locations and result in a material adverse effect on our business, financial condition, and operating results. Potential trade restrictions, exchange controls, adverse tax consequences, and legal restrictions may affect the repatriation of funds into the U.S. Also, we could be subject to unexpected changes in regulatory requirements, the difficulties of compliance with a wide variety of foreign laws and regulations, potentially negative consequences from changes in or interpretations of U.S. and foreign tax laws, import and export licensing requirements, and longer accounts receivable cycles in certain foreign countries. These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition.

 

Potential changes in U.S. and international tax law.

 

Tax proposals to reform corporate tax law are constantly being considered. Proposals include both increasing and reducing the corporate statutory tax rate, broadening the corporate tax base through the elimination or reduction of deductions, exclusions, and credits, implementing a territorial regime of taxation, limiting the ability of U.S. corporations to deduct interest expense associated with offshore earnings, modifying the foreign tax credit rules, and reducing the ability to defer U.S. tax on offshore earnings. These or other changes in the U.S. tax laws could increase our effective tax rate, which would affect our profitability.

 

Changes in government regulation or in practices relating to mobile apps and e-wallet industries could decrease the need for the products and services we provide.

 

Governmental agencies throughout the world, including but not limited to the U.S., regulate mobile apps, e-wallets, and the products and services we offer to our customers. Changes in regulations, such as a relaxation in regulatory requirements, or an increase in regulatory requirements that we have difficulty satisfying or that make our products and services less competitive, could eliminate or substantially reduce the demand for our products and services.

 

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Any negative commentaries made by any regulatory agencies or any failure by us to comply with applicable regulations and related guidance could harm our reputation and operating results, and compliance with new regulations and guidance may result in additional costs.

 

Any negative commentaries made by any regulatory agencies or any failure on our part to comply with applicable regulations could result in the termination of customers using our products and services. This could harm our reputation, our prospects for generating future revenue, and our operating results. If our operations are found to violate any applicable law or other governmental regulations, we might be subject to civil and criminal penalties, damages, and fines. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and damage our reputation.

 

Current and future litigation against us, which may arise in the ordinary course of our business, could be costly and time consuming to defend.

 

We are subject to claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial disputes and employment claims made by our current or former employees. Third parties may in the future assert intellectual property rights to technologies that are important to our business and demand back royalties or demand that we license their technology. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, overall financial condition, and operating results. Insurance may not cover such claims, may not be sufficient for one or more such claims, and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, negatively affecting our business, results of operations, and financial condition.

 

We could incur substantial costs resulting from product liability claims relating to our products or services or our customers’ use of our products or services.

 

Any failure or errors caused by our products or services could result in a claim for substantial damages against us by our customers, regardless of our responsibility for the failure. Although we are generally entitled to indemnification under our customer contracts against claims brought against us by third parties arising out of our customers’ use of our products, we might find ourselves entangled in lawsuits against us that, even if unsuccessful, may divert our resources and energy and adversely affect our business. Further, in the event we seek indemnification from a customer, a court may not enforce our indemnification right if the customer challenges it or the customer may not be able to fund any amounts for indemnification owed to us. In addition, our existing insurance coverage may not continue to be available on reasonable terms or may not be available in amounts sufficient to cover one or more large claims, or the insurer may disclaim coverage as to any future claim.

 

As a public company, we may incur significant administrative workload and expenses in connection with new and changing compliance requirements.

 

As a public company with common stock quoted on OTCQX Market, we must comply with various laws, regulations and requirements. New laws and regulations, as well as changes to existing laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules adopted by the SEC, may result in increased general and administrative expenses and a diversion of management’s time and attention as we respond to new requirements.

 

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RISKS RELATED TO OUR COMMON STOCK

 

Our quarterly and annual operating results fluctuate and may continue to fluctuate in the future, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

 

We believe that operating results for any particular quarter are not necessarily a meaningful indication of future results. Nonetheless, fluctuations in our quarterly operating results could negatively affect the market price of our common stock. Our results of operations in any quarter or annual period have varied in the past, and may vary from quarter to quarter or year to year and are influenced by such factors as:

 

  changes in the general global economy;

  changes in customer budget cycles;

  the number and scope of ongoing customer engagements;

  changes in the mix of our products and services;

  competitive pricing pressures;

  the extent of cost overruns;

  buying patterns of our customers;

  the timing of new product releases by us or our competitors;

  general economic factors, including factors relating to disruptions in the world credit and equity markets and the related impact on our customers’ access to capital;

  our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;

  changes in financial estimates by us or by any securities analysts who might cover our stock;

  speculation about our business in the press or the investment community;

  significant developments relating to our relationships with our customers or suppliers;

  stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;

  customer demand for our business solutions;

  investor perceptions of our industry in general and our Company in particular;

  the operating and stock performance of comparable companies;

  announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;

  the timing and charges associated with completed acquisitions, divestitures, and other events;

  changes in accounting standards, policies, guidance, interpretation or principles;

  changes in tax laws, rules, regulations, and tax rates in the locations in which we operate;

  exchange rate fluctuations;

  loss of external funding sources;

  sales of our common stock, including sales by our directors, officers or significant stockholders; and

  addition or departure of key personnel.

 

Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

 

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you may want to sell your interest in our common stock.

 

If securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company, our stock price and trading volume could decline.

 

The trading market for our common stock will depend in part on the research and reports that equity research analysts publish about us and our business. We anticipate having limited analyst coverage and we may continue to have inadequate analyst coverage in the future. Even if we obtain adequate analyst coverage, we would have no control over such analysts or the content and opinions in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity research analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

 

Substantial future sales of shares of our common stock could cause the market price of our common stock to decline.

 

The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. As of March 26, 2021, we have  16,794,588 (post-reverse split) shares of our common stock outstanding. 

 

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Moreover, we may enter into agreements with certain holders of our common stock which could give such holders certain rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders.

 

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

 

Provisions in our certificate of incorporation and bylaws, as may be amended from time to time, may have the effect of delaying or preventing a change of control or changes in our management. Some of these provisions:

 

  authorize our board of directors to issue up to 250,000,000 shares of authorized common stock;

  specify that special meetings of our stockholders can be called only by the Chairman of our board of directors, President, or Vice President; and

  provide that stockholders will not be allowed to vote cumulatively in the election of directors;

 

In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us, unless such transaction satisfies certain conditions.

 

These anti-takeover provisions and other provisions in our certificate of incorporation and bylaws, as may be amended from time to time, make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest involving our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing or cause us to take other corporate actions you desire. Any delay or prevention of a change of control transaction or changes in our board of directors could cause the market price of our common stock to decline.

 

Our inability to raise additional capital on acceptable terms in the future may limit our ability to develop and commercialize new solutions and technologies and expand our operations.

 

If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, due to lower demand for our products as a result of other risks described in this “Risk Factors” section, we may seek to raise additional capital through equity offerings, debt financings, collaborations or licensing arrangements. We may also consider raising additional capital in the future to expand our business, pursue strategic investments, take advantage of financing opportunities, develop and exploit existing and new products, expand into new markets, or other reasons.

 

Additional funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or to grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development programs. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations. Any of these actions could harm our business, operating results, and financial condition.

 

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We do not intend to pay dividends for the foreseeable future.

 

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

 

RISKS RELATED TO INTELLECTUAL PROPERTY

 

We may be unable to adequately enforce or defend our ownership and use of our intellectual property and other proprietary rights.

 

Part of our success is dependent upon our intellectual property and other proprietary rights. We rely upon a combination of trademark, trade secret, copyright, unpatented know-how, and unfair competition laws, as well as license and access agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. In addition, we attempt to protect our intellectual property and proprietary information by requiring certain of our employees and consultants to enter into confidentiality, non-competition, and assignment-of-inventions agreements. The steps we take to protect these rights may not be adequate to prevent misappropriation of our technology by third parties, or may not be adequate under the laws of some foreign countries, which may not protect our intellectual property rights to the same extent as do the laws of the United States. Our attempts to protect our intellectual property may be challenged by others or invalidated through administrative process or litigation, and agreement terms that address non-competition are difficult to enforce in many jurisdictions and may not be enforceable in any particular case. In addition, there remains the possibility that others will “reverse engineer” our products in order to introduce competing products, or that others will develop competing technology independently. If we resort to legal proceedings to enforce our intellectual property rights or to determine the validity and scope of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. The failure to adequately protect our intellectual property and other proprietary rights may have a material adverse effect on our business, results of operations or financial condition.

 

Claims by others that we infringe their intellectual property or trade secret rights could harm our business.

 

Our industry is characterized by vigorous protection and pursuit of intellectual property rights, which has resulted in protracted and expensive litigation for many companies. Third parties may in the future assert claims of infringement of intellectual property rights against us or against our customers or channel partners for which we may be liable. As the number of products and competitors in our market increases and overlaps occur, infringement claims may increase.

 

Intellectual property or trade secret claims against us, and any resulting lawsuits, may result in our incurring significant expenses and could subject us to significant liability for damages and invalidate what we currently believe are our proprietary rights. Our involvement in any patent dispute or other intellectual property dispute or action to protect trade secrets and know-how could have a material adverse effect on our business. Adverse determinations in any litigation could subject us to significant liabilities to third parties, require us to seek licenses from third parties and prevent us from developing and selling our products. Any of these situations could have a material adverse effect on our business. These claims, regardless of their merits or outcome, would likely be time consuming and expensive to resolve and could divert management’s time and attention.

 

Some of our products and services utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could adversely affect our business.

 

Some of our products utilize software covered by open source licenses. Open source software is typically freely accessible, usable and modifiable, and is used by our development team in an effort to reduce development costs and speed up the development process. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. In addition, certain open source software licenses require the user of such software to make any derivative works of the open source code available to others on unfavorable terms or at no cost. This can subject previously proprietary software to open source license terms. While we monitor the use of all open source software in our products, processes and technology and try to ensure that no open source software is used in such a way as to require us to disclose or make available the source code to the related product, such use could inadvertently occur. This could harm our intellectual property position and have a material adverse effect on our business.

 

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RISKS RELATED TO OUR INTERNATIONAL OPERATIONS

 

Our international sales and operations subject us to additional risks that can adversely affect our operating results and financial condition.

 

Our international operations subject us to a variety of risks and challenges, including: exposure to fluctuations in foreign currency exchange rates, increased management, travel, infrastructure and legal compliance costs associated with having international operations; reliance on channel partners; increased financial accounting and reporting burdens and complexities; compliance with foreign laws and regulations; compliance with U.S. laws and regulations for foreign operations; and reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad. Any of these risks could adversely affect our international operations, reduce our international sales or increase our operating costs, adversely affecting our business, operating results and financial condition and growth prospects.

 

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

 

We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We have operations, agreements with third parties and make sales in Asia, which may experience corruption. Our activities in Asia create the risk of unauthorized payments or offers of payments by one of the employees, consultants or agents of our company, because these parties are not always subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties

 

Currently, we do not own any real estate.

 

Our corporate headquarters are in a leased space comprising approximately 300 square feet of office space in New York, New York, at a rate of $820 per month.

 

The Company’s DataLogiq business segment leases approximately 30,348 square feet comprising 12,313 square feet of office space and 18,217 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $367,200 per annum. The leased office space from a related party under common ownership is under a 7.5-year lease expiring December 31, 2021. The lease on the primary offices has a renewal option providing for additional lease periods. The related rent expense for the leases is calculated on a straight-line basis with the difference recorded as deferred rent.

 

Rent expense for the fiscal years ended December 31, 2020 and 2019, was $291,440 and $9,268, respectively.

 

The Company believes that its existing facilities are sufficient to accommodate its current and future operations.

 

Item 3. Legal Proceedings

 

We are not currently a party to any legal proceedings, litigation or claims, which, if determined adversely to us, would have a material adverse effect on our business, financial condition, results of operations or cash flows. We may from time to time, be a party to litigation and subject to claims incident to the ordinary course of business. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. 

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock, par value $0.0001 per share, is traded on the OTC:QX under the symbol "LGIQ". Trading of securities on the OTC:QX is often sporadic and investors may have difficulty buying and selling or obtaining market quotations. Any OTC:QX market quotations reflect inter-dealer quotations, without adjustment for retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

The following table shows high and low sales prices for the Company’s common stock for each quarter during the past two fiscal years:

 

    2020     2019  
Year ended December 31, 2020 and 2019   High     Low     High     Low  
Quarter Ended December 31   $ 14.00     $ 5.49     $ 0.56     $ 0.32  
Quarter Ended September 30   $ 10.89     $ 5.75     $ 0.75     $ 0.28  
Quarter Ended June 30   $ 6.00     $ 1.79     $ 0.99     $ 0.24  
Quarter Ended March 31   $ 7.28     $ 4.00     $ 0.89     $ 0.36  

 

Holders

 

As of March 26, 2021, there were  16,794,588 shares of our common stock outstanding held by approximately 574 holders of record of our common stock. This number was derived from our stockholder records and does not include beneficial holders of our common stock whose shares are held in “street name” with various dealers, clearing agencies, banks, brokers and other fiduciaries.

 

Dividends

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business, and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

Our future dividend policy will be determined at the discretion of our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, capital requirements, general business conditions, income tax consequences, and other factors that our Board of Directors may deem to be relevant. In addition, cash dividends may generally only be issued if we have a capital surplus.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

See Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under equity compensation plans.

 

Unregistered Sales of Equity Securities.

 

During the year ended December 31, 2019, the Company engaged in the following sales and issuances of unregistered securities:

 

In between January 16, 2019 and May 10, 2019, the Company completed a private placement pursuant to which it sold 3,706,000 shares of its common stock to individuals at a price of $0.10 per share resulting in proceeds of $370,600 to the company.

 

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On January 28, 2019, February 12, 2019, May 6, 2019, June 5, 2019, and June 20, 2019, the Company issued 661,202 shares of its common stock to advisor for services provided to the Company.

 

On 14 February, 2019, the Company issued 820,000 shares of its common stock to legal consultant in exchange for services provided to the Company; and 605,000 shares in connection with advisory on the Myanmar initiative.

 

On March 12, 2019, the Company issued 250,000 shares of its common stock to legal consultant in exchange for services provided to the Company.

 

On April 30, 2019, the Company issued 250,000 shares of its common stock to financial advisor in exchange for services provided to the Company.

 

On May 10, 2019, the Company issued 875,000 shares of its common stock to finder and consultant in exchange for services provided to the company.

 

On June 5, 2019, the Company issued 1,086,000 shares of its common stock to legal consultant, technology consultants and strategy consultant in exchange for services provided to the Company.

 

On June 14, 2019, the Company issued 325,500 shares of its common stock to strategy consultants and up listing consultant in exchange for services provided to the Company.

 

On June 14, 2019, the Company completed a private placement pursuant to which it sold 500,000 shares of its common stock to an individual at a price of $0.20 per share resulting in proceeds of $100,000 to the Company.

 

On June 20, 2019, the Company issued 3,329,940 shares of its common stock with a two-year lock-up from the date of issuance, as part of a legal settlement. On 9 July, 2019, 3,550,000 shares of the Company’s common stock were returned to treasury as part of the legal settlement.

 

On July 12, 2019, July 16, 2019 and July 26, 2019, the Company issued 2,545,000 shares of its common stock to consultants and up listing consultant in exchange for services provided to the Company.

 

On July 12, 2019, the Company issued 250,000 shares of its common stock to board advisor in exchange for services provided to the Company.

 

On July 16, 2019, the Company issued 447,000 shares of its common stock to legal consultants in exchange for services provided to the Company.

 

On July 16, 2019, the Company completed a private placement pursuant to which it sold 500,000 shares of its common stock to an individual at a price of $0.20 per share resulting in proceeds of $100,000 to the Company.

 

On August 22, 2019, the Company issued 1,450,000 shares of its common stock to strategy consultant in exchange for services provided to the Company.

 

On August 22, 2019, the Company issued 666,667 shares to individual investor in advance of $100,000 investment to come in 2020.

 

On August 22, 2019, the Company completed a private placement pursuant to which it sold 270,000 shares of its common stock to individuals at a price of $0.15 per share resulting in proceeds of $40,500 to the Company.

 

24

 

 

On October 23, 2019, the Company issued 250,000 shares of its common stock to legal consultants in exchange for services provided to the Company.

 

On November 13, 2019, the Company issued 2,150,000 shares of its common stock to senior management and founder in exchange for services provided to the Company.

 

On November 21, 2019, the Company issued 6,000,000 shares of its common stock to senior management, directors and operational staff in exchange for services provided to the Company.

 

On November 21, 2019, the Company issued 144,761 shares of its common stock to strategy consultants in exchange for services provided to the Company.

 

On December 4, 2019, the Company completed a private placement pursuant to which it sold 40,000 shares of its common stock to an individual at the price of $0.10 per share resulting in proceeds of $4,000 to the Company.

 

On December 5, 2019, the Company issued 160,000 shares of its common stock to consultant in exchange for services provided to the Company.

 

On August 19, 2019 and November 15, 2019, the Company completed private placements pursuant to which it sold 45,511,676 shares of its common stock to individuals at prices of $0.15 and $0.25 per share resulting in proceeds of $7,023,350.

 

On December 31, 2019, the Company partially completed a private placement pursuant to which it sold 6,251,162.67 shares of its common stock to individuals at prices of $$0.30 and $0.15 per share resulting in proceeds of $1,808,350 to the Company.

 

During the year ended December 31, 2020, the Company engaged in the following sales and issuances of unregistered securities:

 

None 

 

 No underwriters were involved in the transactions described above. All of the securities issued in the foregoing transactions were issued by the Company in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D and/or Regulation S promulgated thereunder, in that the transactions involved the issuance and sale of the Company’s securities to financially sophisticated individuals or entities that were aware of the Company’s activities and business and financial condition, and took the securities for investment purposes and understood the ramifications of their actions. The Company did not engage in any form of general solicitation or general advertising in connection with the transactions. The individuals or entities represented that they were each an “accredited investor” as defined in Regulation D at the time of issuance of the securities, and that each of such individuals or entities was acquiring such securities for their own account and not for distribution. All certificates representing the securities issued have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.

 

Use of Proceeds

 

Not applicable.

 

Issuer Repurchases of Equity Securities

 

During the year ended December 31, 2020, there were no repurchases of the Company’s common stock by the Company.

 

25

 

 

Item 6. Selected Financial Data

 

The following tables set forth the selected consolidated financial data for each of the fiscal years in the five-year period ended December 31, 2020. We derived the selected consolidated financial data from our audited consolidated financial statements, which should be read in conjunction with Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of this Annual Report on Form 10-K, and our consolidated financial statements and the related notes included elsewhere in this report. Our historical results for any prior period are not indicative of our future results.

 

    For the Year Ended December 31,  
Statements of operations data   2020     2019     2018     2017     2016  
Net Revenues   $ 37,910,393     $ 34,648,621     $ 22,667,325     $ 15,578,171     $ 12,942,353  
Cost of revenues     31,546,948       28,411,869       18,643,916       11,267,879       7,817,973  
Gross profit     6,363,445       6,236,752       4,023,409       4,310,292       5,124,380  
                                         
Operating Expenses:                                        
Depreciation and amortization     1,966,045       101,933       268,600       351,933       351,933  
Marketing and selling     1,423,909       389,610       -       -       -  
Bad debt provision     -       -       -       -       698,736  
General and administrative     10,994,815       5,918,660       2,880,387       1,937,483       988,686  
Research and development     6,244,704       6,412,998       4,773,349       1,889,304       2,928,947  
Total operating expenses     20,629,473       12,823,201       7,922,336       4,178,720       4,968,302  
                                         
(Loss) income from operations     (14,266,028 )     (6,586,449 )     (3,898,927 )     131,572       156,078  
                                         
Other Income/(Expenses)     (243,641 )     72,359       250       23,625       181,391  
                                         
Impairment loss on investment in associate     -       -       (200,000 )     -       -  
                                         
Income from operations before income taxes     (14,509,669 )     (6,514,090 )     (4,098,677 )     155,197       337,469  
Provision for income taxes     -       27,596       -       229,479       (229,479 )
Net (Loss) Income   $ (14,509,669 )   $ (6,541,686 )   $ (4,098,677 )   $ (74,282 )   $ 566,948  
                                         
(Loss) Earnings per share                                        
Basic   $ (1.1444 )   $ (1.3059 )   $ (1.8500 )   $ (0.044 )   $ 0.398  
Diluted-NA   $ -     $ -     $ -     $ -     $ -  
                                         
Weighted-average common shares outstanding                                        
Basic *     12,678,904       5,009,312       2,216,056       1,697,858       1,423,849  
Diluted                                        
                                         
Dividend per common share   $ -     $ -     $ -     $ -     $ -  
Dividends-NA   $ -     $ -     $ -     $ -     $ -  

 

* The weighted average number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020.

 

    For the Year Ended December 31,  
Balance Sheet data   2020     2019     2018     2017     2016  
Cash and cash equivalents and Restricted cash   $ 3,489,778     $ 2,972,649     $ 731,355     $ 1,056,399     $ 1,003,924  
Net working capital     7,427,385       10,343,993       4,395,711       2,268,794       1,217,947  
Total assets     29,940,103       11,331,544       5,488,537       5,297,461       3,395,878  
Total liabilities     6,036,595       875,953       379,295       2,046,536       843,867  
Total shareholders’ equity     23,903,508       10,455,591       5,109,242       3,250,925       2,552,011  

 

26

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

We intend for this discussion to provide information that will assist in understanding our consolidated financial statements, the changes in certain key items in those consolidated financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our consolidated financial statements. This discussion should be read in conjunction with our consolidated financial statements and accompanying notes for the fiscal years ended December 31, 2019, and year ended December 31, 2018. Readers should also read and take into consideration the risks and uncertainties described under the section titled, “Risk Factors” in this Annual Report, and our forward-looking statements disclaimer contained on the cover page in this Annual Report, the provisions of which are incorporated by reference herein.

 

Components of Results of Operations

 

Revenue (Service)

 

The Company’s APPLogiq Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a smart mobile phone, web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user’s use of our platform on a white label basis.

 

The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform.

 

The Company’s DATALogiq revenues are derived through the management of online display advertising campaigns on behalf of customers, which include per-impression, and cost per acquisition (“CPA”) arrangements as well as the delivery of qualified leads.

 

27

 

 

Cost of Revenue (Service)

 

Cost of revenue primarily consists of fees from cloud-based hosting services and personnel costs. Personnel costs consist of wages, bonuses, benefits, and stock-based compensation expenses. Allocated overhead costs consist of certain facilities and utility costs. We expect cost of revenue to increase in absolute dollars, as product revenue increases.

 

The Company’s DATALogiq digital marketing analytics business segment cost of revenue is primarily generated by media cost to power our assets.

 

Operating Expenses

 

Our operating expenses consist of general and administrative, depreciation and amortization, and research and development expenses. Salaries and personnel-related costs, benefits, and stock-based compensation expense, are the most significant components of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities and utility costs.

 

General and Administrative – General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources and fees for third-party professional services, as well as allocated overhead. We expect our general and administrative expense to increase in absolute dollars as we continue to invest in growing the business.

 

Depreciation and amortization – Depreciation and amortization expense consists primarily of amortization of development costs and trademark for our CA platform.

 

Research and Development – Research and development expense consists primarily of employee compensation and related expenses, allocated overhead, and developments to our website, e-commerce, and mobile app platforms. We expect our research and development expenses to increase in absolute dollars as we continue to invest in new and existing products and services.

 

Other Income (Expense), net

 

Other income consists of income received for activities outside of our core business. In 2020, this includes interest from US based financial asset money market funds.

 

Other (expense) consists of expense for activities outside of our core business. In 2020, DATALogiq incurred early withdrawal fees from an escrow account relating to Conversion Point Technologies.

 

Provision for Income Taxes

 

Provision for income taxes consists of estimated income taxes due to the United States, foreign countries, and the respective taxing authorities in jurisdictions in which we conduct business.

 

28

 

 

Results of Operations

 

The following sets forth selected items from our statements of operations and the percentages that such items bear to net sales for the fiscal years ended December 31, 2020, and December 31, 2019 (Because of rounding, numbers may not foot). The Consolidated results include Logiq Inc (a Delaware Corporation) and its subsidiaries, Logiq, Inc (a Nevada Corporation) and Fixel AI Inc.(also known as DATALogiq). Logiq Inc (Delaware) results include our business segment APPLogiq.

 

Consolidated Results of Operations

 

    Fiscal years ended  
    December 31,
2020
    December 31,
2019
 
Revenue (service)   $ 37,910,393       100.0 %   $ 34,648,621       100.0 %
Cost of revenues (service)     31,546,948       83.2       28,411,869       82.0  
Gross profit     6,363,445       16.8       6,236,752       18.0  
                                 
Depreciation and Amortization     1,966,045       5.2       101,933       0.3  
General and administrative     10,994,815       29.0       5,918,660       17.1  
Sales and Marketing     1,423,909       3.8       389,610       1.1  
Research and development     6,244,704       16.5       6,412,998       18.5  
Total operating expenses     20,629,473       54.5       12,823,201       37.0  
(Loss) from operations     (14,266,028 )     (37.6 )     (6,586,449 )     (19.0 )
                                 
Other (Expenses)/Income     (243,641 )     (0.6 )     72,359       0.2  
Impairment loss on investment in associate     -       -       -       -  
Net (loss) before income tax     (14,509,669 )     (38.3 )     (6,514,090 )     (18.8 )
Income tax (expense)     -       -       (27,596 )     (0.1 )
Net (loss)   $ (14,509,669 )     (38.3 )   $ (6,541,686 )     (18.9 )

 

Logiq Inc .including APPLogiq Results of Operations

 

    Fiscal years ended  
    December 31,
2020
    December 31,
2019
 
Revenue (service)   $ 22,758,572       100.0 %   $ 34,648,621       100.0 %
Cost of revenues (service)     19,094,090       83.9       28,411,869       82.0  
Gross profit     3,664,482       16.1       6,236,752       18.0  
                                 
Depreciation and Amortization     113,533       0.5       101,933       0.3  
General and administrative     6,611,134       29.1       5,918,660       17.1  
Sales and Marketing     1,016,625       4.5       389,610       1.1  
Research and development     5,953,913       26.1       6,412,998       18.5  
Total operating expenses     13,695,205       60.2       12,823,201       37.0  
(Loss) from operations     (10,030,723 )     (44.1 )     (6,586,449 )     (19.0 )
                                 
Other Income/(Expenses)     16,748       0.1       72,359       0.2  
Impairment loss on investment in associate     -       -       -       -  
Net (loss) before income tax     (10,013,975 )     (44.0 )     (6,514,090 )     (18.8 )
Income tax (expense)     -       -       (27,596 )     (0.1 )
Net (loss)   $ (10,013,975 )     (44.0 )   $ (6,541,686 )     (18.9 )

 

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DATALogiq Results of Operations

 

    Fiscal years ended  
    December 31,
2020
    December 31,
2019
 
Revenue (service)   $ 15,151,821       100.0 %   $ -       -  
Cost of revenues (service)     12,452,858       82.2       -       -  
Gross profit     2,698,963       17.8       -       -  
                                 
Depreciation and Amortization     1,852,512       12.2       -       -  
General and administrative     4,383,681       28.9       -       -  
Sales and Marketing     407,284       2.7       -       -  
Research and development     290,791       1.9       -       -  
Total operating expenses     6,934,268       45.8       -       -  
(Loss) from operations     (4,235,305 )     (28.0 )     -       -  
                                 
Other Income/(Expenses)     (260,389 )     (1.7 )     -       -  
Impairment loss on investment in associate     -       -       -       -  
Net (loss) before income tax     (4,495,694 )     (29.7 )     -       -  
Income tax (expense)     -       -       -       -  
Net (loss) income   $ (4,495,694 )     (29.7 )   $ -       -  

 

Consolidated Geographical Information – Revenue

 

Revenue by geographical region for the years ended December 31, 2020 and 2019 were as follows:

 

    2020           2019        
Southeast Asia   $ 12,109,193       31.9 %   $ 25,988,621       75.0 %
EU     5,570,000       14.7 %   $ 5,888,800       17.0 %
South Korea     3,770,000       9.9 %   $ 2,771,200       8.0 %
Africa     961,200       2.6 %     -       0.0 %
North America     15,500,000       40.9 %     -       0.0 %
Total revenue   $ 37,910,393       100.0 %     34,648,621       100.0 %

 

Consolidated Revenue (Service)

 

Consolidated Service revenues were $37,910,393 and $34,648,621 for the twelve months ended December 31, 2020 and 2019, respectively. The increase is due to the inclusion of the revenues of DATALogiq effective January 8, 2020. APPLogiq revenues declined by 34% as compared to 2019 due to a loss of customers as a result of adverse effects of the on-set of Covid-19 and from a strategic shift away from white label APP resellers and towards higher margin direct marketing customers.

 

Consolidated Cost of Revenue (Service)

 

Consolidated Cost of service was $31,546,948 and $28,411,869 for the twelve months ended December 31, 2020 and 2019, respectively. FY2020 included the cost of revenues of DATALogiq effective January 8, 2020.

 

30

 

 

Consolidated Gross Profit

 

Consolidated Gross Profit was $6,363,445 and $6,236,752 for the twelve months ended December 31, 2020 and 2019, respectively. FY2020 included the Gross profit of DATALogiq effective January 8, 2020.

 

Consolidated Gross Profit margin was 16.8% and 18.0% for the twelve months ended December 31, 2020 and 2019, respectively.

 

Consolidated Other Income/(Expenses)

 

Consolidated Other expenses was $243,641 and income $72,359 for the twelve months ended December 31, 2020 and 2019, respectively. The Consolidated income represents interest and gain on change in fair value from a US based money market bond portfolio and expense from early withdrawal fees from an escrow account in DATALogiq.

 

Consolidated Operating Expenses

 

General and Administrative (G&A)

 

Consolidated General and administrative expenses were $10,994,815 and $5,918,660 for the twelve months ended December 31, 2020 and 2019, respectively. The increase is partly due to the inclusion of the G&A of DATALogiq business segment effective January 8, 2020 of $4,304,763 and Fixel AI effective November 1, 2020 of $78,918, respectively.

 

Significant movements are explained in the review of operations by business segments of APPLogiq, DATALogiq and Fixel AI in the sections below.

 

Sales and Marketing (S&M)

 

Consolidated S&M expense was $1,423,909 and $389,610 for the twelve months ended December 31, 2020 and 2019, respectively. The increase is mainly due to the inclusion of the sales and marketing for DATALogiq of $407,284 and additional sales efforts on the APPLogiq business. 

 

Research and Development (R&D)

 

Consolidated Research and Development expense were $6,244,704 and $6,412,998 for the twelve months ended December 31, 2020 and 2019, respectively. The decrease was due to a decrease feature development for APPLogiq partly offset by the inclusion of the R&D of DATALogiq effective January 8, 2020 of $290,791.

 

Consolidated (Loss) from operations

 

The Company posted a loss from operations of $(14,266,028) and $(6,586,449) for the twelve months ended December 31,2020 and 2019, respectively. The increase is partly due to the inclusion of the loss from operations of DATALogiq business segment effective January 8, 2020 of $(4,235,305).

 

The increase in the loss is due to increased staff costs, travel, consultancy, professional and development fee for mobile app and increase in research & development on our platform as further described below.

 

Consolidated Net (loss)/profit before income tax

 

The Company posted a net loss before income tax $(14,509,669) and $(6,514,090) for the twelve months ended December 31, 2020 and 2019, respectively.

 

The increase in the loss is due to increase in research & development costs, legal and professional costs, travelling cost, consultancy fee, stock-based compensation and increase in research & development on our platform as further described below.

 

31

 

 

Consolidated income tax (expense)

 

No provision for corporate taxes is made as the Company incurred a loss and has unutilized loss carryforwards. The tax paid during the fiscal year is for Delaware franchise taxes for the current and prior years.

 

Stock-based compensation

 

Stock-based compensation expenses for the twelve months ended December 31, 2020 and 2019 was $2,014,223 and $2,267,779, respectively. 

 

Consolidated Net (loss) income

 

The Company posted a consolidated net loss of $(14,509,669) for the twelve months ended December 31, 2020 as compared to a net loss of $(6,541,686) for the year ended December 31, 2019. The increase is partly due to the inclusion of the net loss from DATALogiq business segment effective January 8, 2020 of $(4,495,694).

 

Logiq Inc. including APPLogiq Results of Operations

 

Revenue (Service)

 

APPLogiq Service revenues were $22,758,572 and $34,648,621 for the twelve months ended December 31, 2020 and 2019, respectively. APPLogiq revenues was down by 34% compared to 2019 due to a loss of customers as a result of adverse effects of the on-set of Covid-19 and from a strategic shift away from white label APP resellers and towards higher margin direct marketing customers.

 

Cost of Revenue (Service)

 

APPLogiq Cost of service was down 32.8% to $19,094,090 and $28,411,869 for the twelve months ended December 31, 2020 and 2019, respectively in line with the drop in revenues.

 

Gross Profit

 

APPLogiq Gross Profit was $3,664,482 and $6,236,752 for the twelve months ended December 31, 2020 and 2019, respectively. Gross Profit % was 16.1% and 18.0% for the twelve months ended December 31, 2020 and 2019, respectively as a result of the provision of complimentary services during Covid-19 to retain customers.

 

Other Income/(Expenses)

 

APPLogiq Other income $51,538 and $37,798 for the twelve months ended December 31, 2020 and 2019, respectively. The other income represents interest and gain on change in fair value from a US based managed Financial asset money market bond portfolio.

 

General and Administrative (G&A)

 

APPLogiq G&A expenses was $6,611,134 and $5,918,660 for the twelve months ended December 31, 2020 and 2019, respectively.

 

Consultancy fees was $3,131,502 and $3,173,573 for the twelve months ended December 31, 2020 and 2019, respectively.

 

Legal & professional fees was $958,571 and $691,540 for the twelve months ended December 31, 2020 and 2019, respectively.

 

An increase in both Consultancy fees and Legal & professional fees due to listing applications on both NEO and NASD in 2020 and 2019 respectively.

 

Sales and Marketing (S&M)

 

APPLogiq S&M expense was $1,016,625 and $389,610 for the twelve months ended December 31, 2020 and 2019, respectively as a result of engaging in market awareness campaigns.

 

32

 

 

Research and Development (R&D)

 

APPLogiq Research and Development expense was $5,953,913 and $6,412,998 for the twelve months ended December 31, 2020 and 2019, respectively.

 

The lower expense reflects a decrease in spending on speculative features for lower margin accounts serviced through white-label distributors the contracts of which have subsequently been terminated. The company continued development of the company’s system support knowledge base, integrated various functionality and data of the AtoZGo delivery service and the AtoZPay payment facility and other internal systems.

 

(Loss) from operations

 

APPLogiq and the Company posted a loss from operations of $(10,030,723) and $(6,586,449) for the twelve months ended December 31,2020 and 2019, respectively.

 

DATALogiq business segment Results of Operations

 

Revenue (Service)

 

DATALogiq revenues increased from $0 for the year ended December 31, 2019 to $15.2 million for the same period in 2020. The $15.2 million increase is due to the Logiq acquisition of Push in January 2020 and acquisition of Fixel in November 2020 and the revenues derived from its business.

 

Cost of Revenue (Service)

 

DATALogiq Cost of service increased from $0 for the year ended December 31, 2019 to $12.5 million for the same period in 2020. The $12.4 million increase is due to the Logiq acquisition of Push in January 2020 and acquisition of Fixel in November 2020 and the cost of revenues resulting from its business.

 

Gross Profit

 

DATALogiq gross profit was $2.7 million for the year ended December 31, 2020 compared to $0 for the same period in 2019, an increase of $2.7 million. This segment was new in 2020, as a result of the acquisition of Push and Fixel.

 

DATALogiq gross profit margin was 17.8% for the year ended December 31, 2020.

 

Other (Expenses)

 

DATALogiq other expenses was $260,389 for year ended December 31, 2020 and represents cost from early withdrawal fees of restricted cash.

 

General and Administrative (G&A)

 

DATALogiq general and administrative expenses were $4.4 million for the year ended to December 31, 2020 compared to $0 for the same period in 2019, an increase of $4.4 million. The increase is due to the Logiq acquisition of Push in January 2020 and acquisition of Fixel in November 2020 and the hiring of additional employees in Q4 as we scaled up the business.

 

Sales and Marketing (S&M)

 

DATALogiq sales and marketing expenses include those expenses required to support our sales efforts and includes sales commissions and consultants. Sales and marketing expenses for the years ended December 31, 2020 and 2019 were $0.4 million and $0, respectively. The increase in sales and marketing costs of $0.4 million is due to the Logiq acquisition of Push in January 2020 and acquisition of Fixel in November 2020.

 

Research and Development (R&D)

 

DATALogiq research and development expenses were $0.3 million for the year ended December 31, 2020 compared to $0 for the same period in 2019. Research and development costs include developers that support and enhance our technologies. The increase in research and development is due to the Logiq acquisition of Push in January 2020 and acquisition of Fixel in November 2020.

 

(Loss) from operations

 

DATALogiq’s loss from operations was $4.5 million for the year ended December 31, 2020 compared to $0 for the same period in 2019.

 

33

 

 

Liquidity and Capital Resources  

 

During the year ended December 31, 2020, our primary sources of capital came from (i) cash flows from our operations, predominantly from providing services under our APPLogiq platform and DataLogiq platform, (ii) existing cash, (iii) government loans, and (iii) proceeds from third-party financings.

 

October 2020 – Registered Offering

 

On October 13, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 150,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchaser at an offering price of $5.00 per share.

 

The Registered Offering resulted in gross proceeds of approximately $750,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about October 13, 2020, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

 

November 2020 – Registered Offering

 

On November 5, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 208,696 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $5.75 per share.

 

The Registered Offering resulted in gross proceeds of approximately $1,200,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about November 9, 2020, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

 

December 2020 – Registered Offering

 

On December 11, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an investor (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 176,470 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $8.50 per share.

 

The Registered Offering resulted in gross proceeds of approximately $1,500,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about December 15, 2020, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

 

Our sources of liquidity and cash flows are used 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 from our operations to fund our growth, particularly to grow our data sales. In addition, as part of our business strategy, we 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.

 

As of December 31, 2020, we currently have material commitments for capital expenditures. Our capex & R&D plans are dependent on the availability of working capital and is able to be scaled back as required.

 

We know of no material trends in our capital trends aside from the funds to be raised in future offerings. We have focused our resources behind a plan to grow our data sales, where we have a technology advantage and higher margins. If we are successful in implementing our plan, we expect to return to a positive cash flow from operations. However, there is no assurance that we will be able to achieve this objective.

 

We know of no trends or demands reasonably likely to affect liquidity other than those listed as Risk Factors. 

34

 

 

The following table summarizes our cash flows for the years ended December 31, 2020 and 2019:

 

    For the Year Ended
December 31,
 
Cash flows:   2020     2019  
Net cash (used in) operating activities   $ (11,867,698 )   $ (6,916,380 )
Net cash provided by (used in) investment activities   $ 3,697,068     $ (2,730,363 )
Net cash provided by financing activities   $ 8,687,759     $ 11,888,037  

 

Operating Activities

 

During the year ended December 31, 2020, loss from operations used $(14,509,669), compared to $(6,541,686) for the year ended December 31, 2019.

 

Investing Activities

 

During the year ended December 31, 2020, we did use cash $3,697,068 for investing activities in the Company’s financial asset investment portfolio based and managed in the US.

 

Financing Activities

 

During the year ended December 31, 2020, we generated $8,687,759 from financing activities, compared to $11,888,037 of cash generated for the year ended December 31, 2019. During the year, we issued Convertible promissory notes of $2,911,000, private placements in aggregate of $8,607,691, and DATALogiq received from the US Government notes payable loan of $503,700 under the CARES Act.

 

We estimate that based on current plans and assumptions, that our available cash and the cash we generate from our core operations will generally be sufficient to satisfy our capital expenditures under our present operating expectations, without further financing, for up to 12 months. We have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. However, we shall continue to evaluate our capital expenditure needs based upon factors including our growth rate, the timing and extent of spending to support development efforts, the expansion of our sales and marketing, the timing of new product introductions, and the continuing market acceptance of our products and services. If cash generated from operations is insufficient to satisfy our capital requirements, we may open a revolving line of credit with a bank, or we may have to sell additional equity or debt securities or obtain expanded credit facilities to fund our operating expenses, pay our obligations, diversify our geographical reach, and grow our company. In the event such financing is needed in the future, there can be no assurance that such financing will be available to us, or, if available, that it will be in amounts and on terms acceptable to us. If we cannot raise additional funds when we need or want them, our operations and prospects could be negatively affected. However, if cash flows from operations become insufficient to continue operations at the current level, and if no additional financing were obtained, then management would restructure the Company in a way to preserve its business while maintaining expenses within operating cash flows.

 

35

 

 

Known Trends or Uncertainties

 

We have seen some consolidation in the mobile applications industry during economic downturns. These consolidations have not had a negative effect on our total sales; however, should consolidations and downsizing in the industry continue to occur, those events could adversely impact our revenues and earnings going forward.

 

We believe that the need for improved productivity in the research and development activities directed toward developing new and enhanced PaaS applications will continue to result in SMBs utilizing our products and services. New product developments could result in increased revenues and earnings if they are accepted by our markets; however, there can be no assurances that new products will result in significant improvements to revenues or earnings. For competitive reasons, we do not disclose all of our new product development activities.

 

The potential for growth in new markets is uncertain. We will continue to explore these opportunities until such time as we either generate sales or determine that resources would be more efficiently used elsewhere.

 

Inflation

 

We have not been affected materially by inflation during the periods presented, and no material effect is expected in the near future.

 

Contractual Obligations and Commitments

 

We have no material contractual obligations as of December 31, 2020.

 

Critical Accounting Policies and Estimates

 

Our critical accounting policies and estimates are included in Note 2 – “Summary of Significant Accounting Policies” of Notes to Consolidated Financial Statements included in this Annual Report.

 

Recently Issued or Newly Adopted Accounting Standards

 

Our recently issued or newly adopted accounting standards are included in Note 2 - “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements included in this Annual Report.

 

Off-Balance Sheet Arrangements

 

As of December 31, 2020, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

 

We do not have relationships or transactions with persons or entities that derive benefits from their non-independent relationship with us or our related parties.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

36

 

 

Item 8. Financial Statements and Supplementary Data

 

LOGIQ, INC.

 

INDEX TO FINANCIAL STATEMENTS

 

    Page
Reports of Independent Registered Public Accounting Firms   F-2
     
Consolidated Balance Sheets for year ended December 31, 2020 and 2019   F-3
     
Consolidated Statements of Operations for year ended December 31, 2020 and 2019   F-4
     
Consolidated Statements of Cash Flows for the year ended December 31, 2020 and 2019   F-5
     
Consolidated Statements of Stockholders’ Equity for the year ended December 31, 2020 and 2019   F-6
     
Notes to Consolidated Financial Statements   F-7

 

F-1

 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of Logiq Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Logiq Inc. (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

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

 

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

 

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

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 

Impairment of Goodwill and Long-Lived Assets – Refer to Notes 2, 3 and 5 to the financial statements.

 

As disclosed in the consolidated financial statements goodwill and intangible assets, net were $5.1 and $11.7 million respectively as of December 31, 2020. Impairment is reviewed whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. As shown in Notes 3 and 5 to the financial statements, the Company did not recognize any impairment for goodwill and intangible assets during the year ended December 31, 2020.

 

If an indicator of impairment exists for any software technology, an estimate of the undiscounted future cash flows over the life of the primary asset for each software technology is compared to that long-lived asset’s carrying value.

 

The determination of whether an impairment indicator has occurred involves the evaluation of subjective factors by management to assess what constitutes an event or change in circumstance that indicates a software technology should be tested for recoverability, and therefore auditing the valuation of goodwill and intangible assets involved especially subjective judgment.

 

How the Critical Audit Matter Was Addressed in the Audit:

 

Subjective auditor judgment was required to evaluate the completeness of management’s assessment as to whether an event or change in circumstance indicates a software technology’s assets should be tested for recoverability. The primary procedures we performed to address this critical audit matter included the following:

 

We tested the effectiveness of controls over management’s goodwill and long-lived impairment process, including controls related to determining the completeness of management’s assessment as to which events or changes in circumstance indicates a software technology’s assets should be tested for recoverability.

 

We evaluated management’s process for determining whether all potential indicators of impairment were appropriately identified, including:

comparing the consistency and precision of the methodology used to determine the proper impairment indicators by management to the relevant requirements of generally accepted accounting principles (“GAAP”);

•considering current technology, economy or other industry changes through review of relevant industry publications, current news publications and Board of Directors’ meeting minutes, in order to evaluate the completeness of events or changes in circumstances identified by management as indicators that the software technology asset should be tested for recoverability.

  

/s/ Centurion ZD CPA & Co.  
Centurion ZD CPA & Co.  
Hong Kong  
   
March 30, 2021  
   
We have served as the Company’s auditor since 2012  

 

F-2

 

 

LOGIQ INC.

Consolidated Balance Sheets

 

    December 31     December 31  
    2020     2019  
ASSETS            
Non-current assets            
Intangible assets, net     11,736,540       611,598  
Property and equipment, net     178,561       -  
Goodwill     5,078,090       -  
Total non-current assets     16,993,191       611,598  
Current assets                
Amount due from associate     5,673,700       2,825,700  
Accounts receivable     2,618,494       -  
Right to use assets – operating lease     364,234       -  
Other amounts recoverable     -       549,550  
Prepayment, deposit and other receivables     206,443       1,641,684  
Financial assets held for resale     594,263       2,730,363  
Restricted cash     10,889       -  
Cash and cash equivalents     3,478,889       2,972,649  
Total current assets     12,946,912       10,719,946  
Total assets   $ 29,940,103     $ 11,331,544  
                 
LIABILITIES AND STOCKHOLDER’S EQUITY                
Current Liabilities                
Accounts payable     1,009,204       -  
Accruals and other payables     1,110,732       298,453  
Deferred revenue     46,857       -  
Lease liability – operating lease     364,234       -  
Convertible promissory     2,911,000       -  
Amount due to director     77,500       77,500  
Total current liabilities     5,519,527       375,953  
                 
Non-Current Liabilities                
Other loan     10,000       -  
Notes payable     507,068       -  
Bank loan     -       500,000  
Total non-current liabilities     517,068       500,000  
Total liabilities     6,036,595       875,953  
                 
STOCKHOLDERS’ EQUITY                
Common stock, $0.0001 par value, 250,000,000 shares authorized, 15,557,439 and 8,561,704 shares issued and outstanding as of December 31, 2020 and 2019, respectively*     1,556       11,130  
Additional paid-in capital     66,739,895       58,058,118  
Capital reserves     19,285,383       -  
Accumulated deficit brought forward     (62,123,326 )     (47,613,657 )
Total stockholder’s equity     23,903,508       10,455,591  
Total liabilities and stockholders’ equity   $ 29,940,103     $ 11,331,544  

 

 

* The number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020.

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

 

LOGIQ INC.

Consolidated Statements of Operations

 

    For The Years Ended
December 31,
 
    2020     2019  
Service Revenue   $ 37,910,393       34,648,621  
Cost of Service     31,546,948       28,411,869  
Gross Profit     6,363,445       6,236,752  
                 
Operating Expenses                
Depreciation and amortization     1,966,045       101,933  
Research and development     6,244,704       6,412,998  
Sales and marketing     1,423,909       389,610  
General and administrative     10,994,815       5,918,660  
Total Operating Expenses     20,629,473       12,823,201  
                 
(Loss) from Operations     (14,266,028 )     (6,586,449 )
                 
Other Expenses     292,767       -  
Other Income     49,126       72,359  
Other Income/(Expenses), net     (243,641 )     72,359  
                 
Net (Loss) before income tax     (14,509,669 )     (6,514,090 )
Income tax (Corporate tax)     -       27,596  
Net (Loss) for the year   $ (14,509,669 )     (6,541,686 )
                 
Net (loss) profit per common share - basic and fully diluted:     (1.1444 )     (1.3059 )
                 
Weighted average number of basic and fully diluted common shares outstanding*     12,678,904       5,009,312  

 

 

* The weighted average number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 

 

LOGIQ INC.

Consolidated Statements of Cash Flows

 

    Year ended
December 31,
 
    2020     2019  
OPERATING ACTIVITIES:            
Net (loss)   $ (14,509,669 )   $ (6,541,686 )
Adjustments to reconciled net loss to net cash used by operating activities:                
Depreciation of property and equipment     46,565       -  
Amortization of intangible assets     1,919,480       101,933  
Changes in operating assets and liabilities:                
(Increase) decrease in amount due from associate     -       (1,963,700 )
(Increase) decrease in trade and other receivables     (271,049 )     (22,295 )
(Increase) decrease in prepaid expenses and current other assets     (91,664 )     1,562,262  
(Increase) decrease in accounts payable     642,393       -  
(Increase) decrease in other accrued liabilities     405,347       (3,344 )
(Increase) decrease in amount due from subsidiary     -       (549,550 )
Increase (decrease) in deferred revenue     (9,101 )     -  
Proceeds from bank loan     -       500,000  
Net cash (used in) operating activities     (11,867,698 )     (6,916,380 )
                 
INVESTING ACTIVITIES:                
Purchase of intangible assets     (116,000 )     -  
Financial assets held for resale     2,136,100       (2,730,363 )
Net restricted cash acquired in acquisitions     1,676,968       -  
Net cash provided by (used in) investing activities     3,697,068       (2,730,363 )
                 
FINANCING ACTIVITIES:                
Advances to associate     (2,848,000 )     -  
Repayment of bank loan     (500,000 )     -  
Borrowings under Other loan     10,000       -  
Proceeds from Convertible promissory notes     2,911,000       -  
Proceeds from notes payable-US government CARES Act     507,068       -  
Proceeds from shares to be issued     -       -  
Proceeds from stock issuance, net of expenses     8,607,691       11,888,037  
Net cash provided by (used in) financing activities     8,687,759       11,888,037  
                 
INCREASE IN CASH AND CASH EQUIVALENTS     517,129       2,241,294  
                 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD     2,972,649       731,355  
                 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD   $ 3,489,778     $ 2,972,649  
                 
NON-CASH TRANSACTION                
Issuance of shares for services received   $ 2,014,223     $ 2,267,779  

 

The accompanying notes are an integral part of these consolidated financial statements

 

F-5

 

 

LOGIQ INC.

Consolidated Statements of Stockholders’ Equity

For the Years Ended December 31, 2020 and 2019

 

    Common Stock *     Amount     Additional
paid-in capital
    Subscriptions
received/Capital
reserves
    Accumulated
(Deficit)
   

Stockholders’

(Deficit)/Equity

 
Balance December 31, 2018     36,915,343     $ 3,692     $ 46,177,521     $ -     $ (41,071,971 )   $ 5,109,242  
Issuance of Shares     58,627,601       5,748       9,614,508       -       -       9,620,256  
Cancelation of shares     (3,550,000 )     (355 )     355       -       -       -  
Shares issued for services     19,311,309       2,045       2,265,734       -       -       2,267,779  
Net loss for the year     -       -       -       -       (6,541,686 )     (6,541,686 )
Balance December 31, 2019     111,304,253     $ 11,130     $ 58,058,118     $ -     $ (47,613,657 )   $ 10,455,591  
Effect of reverse split from 13 shares to 1 share     (102,742,549 )     (10,274 )     10,274       -       -       -  
Issuance of Shares     2,366,016       237       6,657,412       -       -       6,657,649  
Issuance of Shares for acquisitions     3,311,668       331       -       19,285,383       -       19,285,714  
Cancelation of shares     (404,439 )     (40 )     (616,841 )     -       -       (616,881 )
Shares issued for services     1,722,490       172       2,630,932       -       -       2,631,104  
Net loss for the year     -       -       -       -       (14,509,669 )     (14,509,669 )
Balance December 31, 2020     15,557,439     $ 1,556     $ 66,739,895     $ 19,285,383     $ (62,123,326)     $ 23,903,508  

   

 

* The number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020

 

The accompanying notes are an integral part of these financial statements

 

F-6

 

 

Logiq, Inc.

DECEMBER 31, 2020 AND 2019

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

 

Logiq Inc (a Delaware Corporation or the Company”) and its subsidiary, Logiq, Inc (a Nevada Corporation) (also known as DATALogiq operating business segment). Logiq Inc (Delaware) results include our other operating business segment APPLogiq.

 

The Company has an associated company, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company, where it holds an equitable interest of 31%.

 

The Company offers solutions that help SMBs to provide access to and reduce transaction friction of e-commerce for their clients globally. The Company’s solutions are provided through (i) its core platform, rebranded as “APPLogiq” (operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web and (ii) “DATALogiq”, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast e-commerce landscape.

 

The Company enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing “APPLogiq”, which is a platform that is offered as a PaaS to the Company’s customers. The Company’s DATALogiq business unit offers online marketing solutions on a performance marketing and self-serve, SaaS basis.

 

APPLogiq operates a PaaS and digital marketing to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business.

 

DATALogiq is our business segment comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Push Holdings Inc.and Fixel AI Inc. DATALogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DATALogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer.

 

In May 2018, the Company expanded its portfolio to fintech applications with WIP’s launch of its AtozPay mobile payments platform, brand name PAYLogiq. The mobile wallet launched in Indonesia, the world’s 4th most populous country, Indonesia, and is experiencing rapid transaction growth on the AtozPay platform.

 

In the fall of 2019, the Company expanded its portfolio to short-distance food delivery service with the launch of GoLogiq, a PaaS platform that provides mobile payment capabilities for the local food delivery service industry in Indonesia.

 

PAYLogiq and GOLogiq are in their respective start up phases and their results have not been included in the results of the Company.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The financial statements have been prepared on a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”).

 

F-7

 

 

PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements include the accounts of Logiq, Inc (Delaware). and its wholly owned material operating subsidiaries, Logiq, Inc (Nevada), Push Holdings Inc and Fixel AI Inc. Material intercompany balances and transactions have been eliminated on consolidation.

 

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 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.

 

BUSINESS COMBINATIONS

 

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition related expenses and integration costs are expensed as incurred.

 

CERTAIN RISKS AND UNCERTAINTIES

 

The Company relies on cloud-based hosting through a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of this relationship could adversely affect our operating results in the near-term.

 

SEGMENT REPORTING

 

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker, or decision- making group, in deciding how to allocate resources and in assessing performance.

 

The Company has 2 operating business segments:

 

APPLogiq marketed as CreateAPP platform acquired in 2015 and subsequently enhanced in 2016 and 2017, offered on a Platform-as-a-Service (“PaaS”) basis providing digital marketing to SMBs in a wide variety of industry sectors, to increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business; and

 

DATALogiq is a business segment created in January 2020 from our acquisition of the assets of Push Holdings Inc, comprising a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands by Push Holdings Inc. and Fixel AI Inc. DataLogiq has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat monetization of each consumer.

 

We identify our reportable segments as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s performance.

 

F-8

 

 

GOOGWILL AND INTANGIBLE ASSETS, NET

 

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. The Company performed its qualitative assessment and determined that no impairment indicators were present during the years ended December 31, 2020 and 2019.

 

The Company’s intangible assets consist of software technology, which is amortized using the straight-line method over five years. Amortization expense for the years ended December 31, 2020 and 2019 amounted to $1,919,480 and $101,933, respectively, which was included in the amortization of intangible assets expense of the accompanying consolidated statements of operations. 

 

IMPAIRMENT OF LONG-LIVED ASSETS

 

The Company classifies its long-life assets into: (i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – life intangible assets.

 

Long-life assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-life asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach, quoted market values and third-party independent appraisals, as considered necessary.

 

The Company makes various assumptions and estimates regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy and its forecasts for specific market expansion.

 

GROUP ACCOUNTING

 

Subsidiaries are entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of the Company has been recovered. Please refer to Note 5 for the Company’s accounting policy on investments in subsidiaries.

 

SUBSIDIARIES

 

When subsidiaries are excluded from consolidation on the basis that their inclusion involving expense and delay out of proportion to the value to members of the Company, investments in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement.

 

F-9

 

 

ASSOCIATES

 

Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed, where necessary, to ensure consistency with the policies adopted by the group.

 

FINANCIAL ASSETS

 

Financial assets at fair value through profit or loss are stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line in the statement of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 4.

 

The Company measures certain financial assets at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).

 

The levels of the fair value hierarchy are described below:

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs with little or no market data available, which require the reporting entity to develop its own assumptions.

 

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair value measurement.

 

LEASE

 

The Company adopted ASU 2016-02, Leases (Topic 842), on January 8, 2020, using a modified retrospective approach reflecting the application of the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements.

 

The Company leases its offices which are classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

 

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. No impairment for right-of-use lease assets as of December 31, 2020.

 

Available-for-sale investments

 

Certain shares and debt securities held by the group are classified as being available for sale and are stated at fair value. Fair value is determined in the manner described in Note 4. Gains and losses arising from changes in fair value, impairment losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognised directly in profit or loss. Dividends on available-for-sale equity instruments are recognised in profit or loss when the Company’s right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation differences that result from a change in amortised cost of the available-for-sale monetary asset is recognised in profit or loss, and other changes are recognised in other comprehensive income.

  

F-10

 

 

ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK

 

Accounts receivable consists of trade receivables from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after all means of collection have been exhausted and the possibility of recovery is considered remote.

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents represent cash on hand, demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or less and are readily convertible to known amounts of cash.

 

EARNINGS PER SHARE

 

Basic (loss) earnings per share is based on the weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share.

 

FASB Accounting Standard Codification Topic 260 (“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive. The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded from the computation of diluted earnings or loss per share as their impact was antidilutive.

 

REVENUE RECOGNITION

 

The Company’s Platform as a Service (“PaaS”) provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our platform on a white label basis.

 

The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform.

 

COST OF REVENUE

 

The Company cost of revenue comprises fees from third party cloud-based hosting services and media costs

 

INCOME TAXES

 

The Company uses the asset and liability method of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

STOCK BASED COMPENSATION?

 

We value stock compensation based on the fair value recognition provisions ASC 718Compensation – Stock Compensation, which establishes accounting for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock awards over the requisite employee service period.

 

We do not ascertain the fair value of restricted stock awards using the Black-Scholes-Merton option pricing model.

 

See Note 15, Stock-Based Compensation, for further details on our stock awards.

 

F-11

 

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

On October 2, 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases sections of the Codification on the announcement the SEC Observer made at the 20 July 2017 Emerging Issues Task Force (EITF) meeting. The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC 606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

 

On November 22, 2017, the FASB ASU No. 2017-14, “Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

 

In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement - Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.

 

In March 2018, the FASB issued ASU 2018-05 - Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

 

In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic 842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

 

F-12

 

 

In July 2018, the FASB issued ASU 2018-11 - Leases (Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update 2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

NOTE 3 – INTANGIBLE ASSETS, NET

 

As of December 31, 2020 and 2019, the Company has the following amounts related to intangible assets:

 

    Logiq     DataLogiq     Fixel     Total  
Cost at January 1, 2020   $ 1,769,330     $ -     $ -     $ 1,769,330  
Additions   $ 116,000     $ 8,250,000     $ 4,678,422     $ 13,044,422  
Cost at December 31, 2020   $ 1,885,330     $ 8,250,000     $ 4,678,422     $ 14,813,752  
                                 
Amortization                                
Brought forward at January 1, 2020   $ 1,157,732     $ -     $ -     $ 1,157,732  
Charge for the period   $ 113,533     $ 1,650,000     $ 155,947       1,919,480  
Accumulated depreciation at December 31, 2020   $ 1,271,265     $ 1,650,000     $ 155,947     $ 3,077,212  
                                 
Net intangible assets at December 31, 2020   $ 614,065     $ 6,600,000     $ 4,522,475     $ 11,736,540  
                                 
Net intangible assets at December 31, 2019   $ 611,598     $ -     $ -     $ 611,598  

 

Amortization expenses related to intangible assets for the three months ended December 31, 2020 and 2019 amounted to $599,730 and $25,483, respectively. Amortization expenses related to intangible assets for the twelve months ended December 31, 2020 and 2019 amounted to $1,919,480 and $101,933, respectively.

 

No significant residual value is estimated for these intangible assets.

 

The estimated future amortization expense of intangible costs as of December 31, 2020 in the following fiscal years is as follows:

 

2021     2,679,627  
2022     2,679,627  
2023     2,679,627  
2024     2,679,627  
2025     1,018,032  
    $ 11,736,540  

 

F-13

 

 

NOTE 4 – PROPERTY AND EQUIPMENT, NET

 

As of December 31, 2020, and December 31, 2019, the Company’s DataLogiq business segment has the following amounts related to property and equipment:

 

    Leasehold Improvements     Computers and Equipment     Total  
Cost at January 1, 2020     -       -       -  
Additions   $ 165,957     $ 59,169     $ 225,126  
Cost at December 31, 2020   $ 165,957     $ 59,169     $ 225,126  
                         
Amortization                        
Brought forward at January 1, 2020     -       -       -  
Charge for the period   $ 33,635     $ 12,930     $ 46,565  
Accumulated depreciation at December 31, 2020   $ 33,635     $ 12,930     $ 46,565  
                         
Net property and equipment assets at December 31, 2020   $ 132,322     $ 46,239     $ 178,561  
                         
Net property and equipment assets at December 31, 2019     -       -       -  

  

Depreciation expenses for the years ended December 31, 2020 and 2019 amounted to $46,565 and $0, respectively.

 

NOTE 5 – GOODWILL

 

    As of
December 31,
2020
    As of
December 31,
2019
 
Goodwill at cost – Push   $ 4,781,208     -  
Goodwill at cost - Fixel     296,882      -  
Total     5,078,090      -  
Accumulated impairment losses     -     -  
Balance at end of period   $ 5,078,090     -  

 

Goodwill has been allocated for impairment testing purposes to the acquisition of Push Holdings Inc.

 

The recoverable amount of this unit is determined based on external valuation performed by a third party valuation firm on March 20, 2020 as updated to December 31, 2020.

 

The assets were valued using a Fair Market Value basis as defined by The Financial Accounting Standards Board (FASB ASC 820-10-20). Liabilities were taken from Push Holdings Inc Consolidated Balance Sheet as of January 8, 2020.

 

F-14

 

 

NOTE 6 – ACCOUNTS RECEIVABLE

 

    December 31, 2020     December 31, 2019  
    Datalogiq     Fixel     Datalogiq     Fixel  
Balance as at beginning of period   $ -       -               -               -  
Additions charged to operations     2,649,352       23,761       -       -  
Allowance for doubtful debts     (54,619 )     -       -       -  
Recoveries     -       -       -       -  
Balance at end of period     2,594,733       23,761       -       -  

 

Movement all in allowance for doubtful debts

 

    Datalogiq     Fixel  
Balance at beginning of period   $ 54,619              -  
Provision for bad debts     60,324       -  
Write-offs     (60,324 )     -  
Balance at end of period     54,619       -  

 

Age of Impaired trade receivables

 

    Datalogiq     Fixel  
Current   $ 1,106,719       41.8 %     23,761       100.0 %
1 - 30 days     1,451,119       54.8 %     -       0.0 %
31 - 60 days     24,809       0.9 %     -       0.0 %
61-90 days     6,638       0.3 %     -       0.0 %
91 and over     60,067       2.2 %     -       0.0 %
Total     2,649,352       100.0 %     23,761       100.00 %

  

NOTE 7 – FINANCIAL ASSETS

 

    Fair value  
   

As of
December 31,
2020

   

As of
December 31,
2019

 
    Assets     Liabilities     Assets     Liabilities  
Held-for-trading investments   $ 594,263       -     $ 2,730,363       -  

 

The investments above include investments in quoted fixed income securities that offer the Company the opportunity for return through interest income and fair value gains. They have various fixed maturity and coupon rate. The fair values of these securities are based on closing quoted market prices on the last market day of the financial year.

 

Fair value of the Company’s financial assets and financial liabilities are measured at fair value on recurring quoted bid prices on an active market basis. All the available for sale financial assets are classified as Level 1 as described in the Company’s accounting policies.

 

During the quarter ended June 30, 2020, certain investments were disposed and the proceeds utilized to repay the Company’s loan in note 12 below

 

NOTE 8 – INVESTMENT IN ASSOCIATE

 

On April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’), an Indonesian limited liability company of which the Company held a 49% equity interest with the option to purchase an additional 31% equity interest at a later date. In April 2019, the Company completed the distribution as a dividend in specie, to the Company’s shareholders of record at October 12, 2018 of 49% equity interest in WIP to Weyland AtoZPay Inc. and now holds an equitable interest of 31% in WIP.

 

F-15

 

 

The results of operations under brand name PAY/GOLogiq of WIP from April 23, 2018 to September 30, 2020 has not been included as the amount had been fully impaired.

 

The Company held an 31% unexercised option in WIP as at December 31, 2018. Due to the continuing legal restructuring in Indonesia, all the conditions precedent had not been satisfied and the 31% option had not been exercised as December 31, 2020.

 

The Company is in the process of increasing its equity interest in WIP to 51% in order to consolidate the financial results of WIP on a going-forward basis.

 

NOTE 9 – AMOUNT DUE FROM ASSOCIATE

 

The amount due from Associate is interest free, unsecured with no fixed repayment terms.

 

NOTE 10 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES

 

The following amounts are outstanding at December 31, 2020 and December 31, 2019:

 

    As of
December 31,
2020
    As of
December 31,
2019
 
Deposit   $ 60,000     $ 1,619,808  
Other receivables     1,876       1,876  
Prepayments     144,567       20,000  
      206,443       1,641,684  

 

NOTE 11 – ACCRUALS AND OTHER PAYABLES

 

Accruals and other payable consist of the following:

 

    As of
December 31,
2020
    As of
December 31,
2019
 
Accruals   $ 910,326       298,453  
Other payables     200,407       -  
    $ 1,110,733       298,453  

 

 

NOTE 12 – INCOME TAX

 

The United States of America

 

Logiq, Inc. is incorporated in the State of Delaware in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated no taxable income for the year ended December 31, 2020 and 2019, and which is subject to U.S. federal corporate income tax rate of 21% and 34%, respectively.

 

    As of
December 31,
2020
    As of
December 31,
2019
 
U.S. statutory tax rate     21.00 %     21.00 %
Effective tax rate     21.00 %     21.00 %

 

DATALogiq business segment (Logiq, Inc. (Nevada) formerly known as Origin8, Inc.)

 

As of December 31, 2020, this company does not have any deferred tax asset.

 

F-16

 

 

NOTE 13 – NOTES PAYABLE

 

On April 24, 2020, the Company’s subsidiary Logiq Inc (Nevada) formerly known as Origin8, Inc. received loan proceeds in the amount of $503,700 (the “PPP Loan”) under the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act and applicable regulations (the “CARES Act”).

 

Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, Logiq Inc (Nevada) is eligible to apply for and receive forgiveness for all or a portion of its PPP Loan. Such forgiveness will be determined, subject to limitations, based on the use of the loan proceeds for certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding, and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. Logiq Inc (Nevada) intends to use the proceeds of its PPP Loan for Qualifying Expenses. However, no assurance is provided that Logiq Inc (Nevada) will be able to obtain forgiveness of the PPP Loan in whole or in part. Any amounts that are not forgiven incur interest at 1.0% per annum and monthly repayments of principal and interest are deferred until the Small Business Administration makes a determination on forgiveness. While Logiq Inc (Nevada’s PPP Loan currently has a two-year maturity, the amended law will permit Logiq Inc (Nevada) to request a five-year maturity.

 

NOTE 14 – CONVERTIBLE PROMISSORY NOTES

 

From April to August 20, 2020, the Company entered into convertible promissory notes issued to various investors (the “2020 Notes”), whereby the Company borrowed $2,911,000. Proceeds received by the Company are in consideration for convertible promissory notes issued to the investors. The maturity date is July 20, 2021 and interest accrues at 10% per annum throughout the term of the 2020 Notes.

 

The 2020 Notes contained a contingent conversion feature as follows:

 

Qualifying Event shall be any of the following events: (i) a sale of any subsidiary. (ii) repayment to the Company in cash in full of amounts advanced to Weyland Indonesia Perkasa (“WIP”), an Indonesian limited liability company, an “Associate” of the Company, or (iii) upon the closing of a financing (or aggregated financings) of five million dollars ($5,000,000) or more, in gross proceeds to the Company.

 

The derivative liability is recorded at fair value with changes in fair value recognized in interest income (expense), net.

 

Contingent Conversion Upon a Qualifying Event –Effective upon closing a qualifying event, as defined above, the 2020 Notes will automatically be converted into common stock at a conversion price of $2.50. In the event there is no Qualifying event prior to Maturity Date, the Note holders would have the right either to be paid back principal with interest or to convert the outstanding principal and accrued interest at a conversion price of $1.20.

 

NOTE 15 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

On February 25, 2020, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a rate of approximately 1-for-13 (the “Reverse Stock Split”).

 

Upon the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of the Company’s Common Stock were, without any further action by the Company, or any holder thereof, combined into and automatically became 1 share of the Company’s Common Stock. No fractional shares were issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were cancelled, and stockholders received a cash payment in an amount equal to the fair market value of such fractional shares on the effective date. All shares of Common Stock eliminated as a result of the Reverse Stock Split have been returned to the Company’s authorized and unissued capital stock, and the Company’s capital was reduced by an amount equal to the par value of the shares of Common Stock so retired.

 

The Reverse Stock Split did not change the Company’s current authorized number of shares of Common Stock or its par value. As such, the Company is authorized to issue up to 250,000,000 shares of Common Stock, par value $0.0001.

 

F-17

 

 

Issuance of Common Stock

 

During the period from January 1, 2015 to June 8, 2015, 580,067,155 shares with par value of $0.0001 per share were issued to various stockholders.

 

During the period from September 2, 2015 to December 31, 2015, 1,163,600 shares with par value of $0.0001 per share were issued for legal and professional services, and 10,838,764 shares with par value of $0.0001 per share were issued to various stockholders.

 

During the year ended December 31, 2016, 9,747,440 shares with par value of $0.0001 per share were issued to various stockholders.

 

During the year ended December 31, 2017, 1,412,000 shares with par value of $0.0001 per share were issued for consultancy services received and 1,370,500 shares with par value of $0.0001 per share were issued to various stockholders.

 

During the year ended December 31, 2018, a total of 9,197,104 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 4,320,575 shares with par value of $0.0001 per share were issued to various stockholders.

 

In July 2019, the Company issued a total of 51,762,839 Reg S shares to high net worth individuals and family offices in South East Asia.

 

During the year ended December 31, 2019, a total of 19,311,309 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 58,627,601 shares with par value of $0.0001 per share were issued to various stockholders.

 

During the period from January 1, 2020 to March 31, 2020, a total of 3,792,515 shares (post reverse split of approximately 13: 1) with par value of $0.0001 per share were issued to various stockholders.

 

During the period from April 1, 2020 to June 30, 2020, a total of 138,500 shares (post reverse split of approximately 13: 1) with par value of $0.0001 per share were issued to various stockholders.

 

During the period from July 1, 2020 to September 30, 2020, a total of 1,117,075 shares (post reverse split of approximately 13: 1) with par value of $0.0001 per share were issued to various stockholders.

 

During the period from October 1, 2020 to December 31, 2020, a total of 2,352,084 shares (post reverse split of approximately 13: 1) with par value of $0.0001 per share were issued to various stockholders.

 

Capital reserve

 

On November 2, 2020, the Company acquired substantially all the assets of Fixel AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s common stock. In the amount of $5,000,000 and represents the excess of consideration over the par value of common stock of $0.0001 issued.

 

On January 9, 2020, the Company issued 35,714,285 shares to Conversion Point Technologies Inc. as consideration for the acquisition of all the assets of Logiq Inc Nevada formerly known as Origin8, Inc. incorporating Push Holdings Inc) in the amount of $14,284,714 and represents the excess of consideration over the par value of common stock of $0.0001 issued.

 

During the year ended December 31, 2018, a total of 9,197,104 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 4,320,575 shares with par value of $0.0001 per share were issued to various stockholders.

 

F-18

 

 

In July 2019, the Company issued a total of 51,762,839 Reg S shares to high net worth individuals and family offices in South East Asia.

 

During the year ended December 31, 2019, a total of 19,311,309 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 58,627,601 shares with par value of $0.0001 per share were issued to various stockholders.

 

During the year ended December 31, 2020, a total of 1,318,640 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 5,677,684 shares with par value of $0.0001 per share were issued to various stockholders.

 

Cancellation of Common Stock

 

During the year ended December 31, 2016, 1,598,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

 

During the year ended December 31, 2017, 100,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

 

During the year ended December 31, 2018, 62,964 shares with par value of $0.0001 per share were cancelled by various stockholders.

 

During the year ended December 31, 2019, 3,550,000 shares with par value of $0.0001 per share were cancelled by various stockholders.

 

During the year ended December 31, 2020, 404,439 shares with par value of $0.0001 per share were cancelled by various stockholders.

 

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.

 

A summary of the Company’s stock option activity during the year ended December 31, 2019 is presented below:

 

    Number of options     Weighted Average Exercise Price     Weighted Average Grant-date Fair Value     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value  
Options Outstanding, December 31, 2014     250,000       0.6       2.8       0.67     $   -  
Less: Option expired     (250,000 )     0.6       2.8       -       -  
Options Outstanding, December 31, 2015     -       -       -       -       -  
Options Outstanding, December 31, 2016     -       -       -       -       -  
Options Outstanding, December 31, 2017     -       -       -       -       -  
Options Outstanding, December 31, 2018     -       -       -       -       -  
Options Outstanding, December 31, 2019     -       -       -       -       -  

 

 

All options outstanding are fully expired as of December 31, 2020. No new options were granted in the fiscal year 2020 or 2019.

 

Stock-Based Compensation

 

For the fiscal year ended December 31, 2020, a total of 1,318,640 shares of common stock was issued as stock-based compensation to directors, consultants, advisors and other professional parties.

 

F-19

 

 

NOTE 16 – (LOSS) PER SHARE

 

The following table sets forth the computation of basic and diluted earnings per common share for the twelve months ended December 31, 2020 and 2019, respectively:

 

    For the three months ended
December 31,
    For the twelve months ended
December 31,
 
    2020     2019     2020     2019  
Numerator - basic and diluted                                
Net (Loss)   $ (7,142,483 )   $ (3,763,064 )   $ (14,509,669 )   $ (6,541,686 )
                                 
Denominator                                
Weighted average number of common shares outstanding — basic and diluted     14,093,979       7,948,080       12,678,904       5,009,312  
(Loss) per common share — basic and diluted   $ (0.5068 )   $ (0.4735 )     $ (1.1444 )   $ (1.3059 )

 

The weighted average number of shares of common stock has been retroactively restated to reflect the 1 for 13 reverse stock-split on February 25, 2020. The loss per share as shown in our audited 10-K pre-reverse split for FY2019 was $(0.1147) for twelve months ended December 31, 2019 based on 57,016,221 weighted average number of shares.

 

NOTE 17 – COMMITMENTS AND CONTINGENCIES

 

Operating lease

 

The Company’s current executive offices are currently leased for $820 per month.

 

Logiq Inc (Nevada) leases approximately 30,348 square feet comprising 12,313 square feet of office space and 18,217 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $367,200 per annum under an operating lease. The leased office space from a related party under common ownership is under a 7.5-year lease expiring December 31, 2021. The lease on the primary offices has a renewal option providing for additional lease periods.

 

The operating lease is listed as separate line item on Logiq Inc (Nevada)'s December 31, 2020 and 2019 consolidated balance sheets and represent the Group’s right to use the underlying asset for the lease term. The Group’s obligations to make lease payments are also listed as a separate line items on the Group's December 31, 2020 and 2019 consolidated balance sheets. Based on the present value of the lease payments for the remaining lease term of the Group's existing leases, the Group recognized right-of-use assets and lease liabilities for operating leases of approximately $693,000, on January 8, 2020. Operating lease right-of-use assets and liabilities commencing after January 8, 2020 are recognized at commencement date based on the present value of lease payments over the lease term. As of December 31, 2020 and 2019, total operating right-of-use assets were $364,234 and $0, respectively. All operating lease expense is recognized on a straight-line basis over the lease term.

 

For the years-ended December 31, 2020 and 2019, the Group recorded approximately $8,400 and $0 in amortization expense related to finance leases.

 

Because the rate implicit in the lease is not readily determinable, the Group uses its incremental borrowing rate to determine the present value of the lease payments.

 

Information related to the Group’s operating lease liabilities are as follows:

 

    As of
December 31,
2020
    As of
December 31,
2019
 
Cash paid for operating lease liabilities   $ 367,200       -  
Remaining lease term     1 year       N/A  
Discount rate     1.5 %     N/A  

 

Future minimum lease payments under the non-cancellable operating lease agreements are as follows:

 

2021   $ 367,200  
         
Less imputed interest     (2,966 )
Total lease liability   $ 364,234  

 

Legal proceedings

 

None.

 

F-20

 

 

NOTE 18 – SEGMENT INFORMATION

 

The Group has determined that it operates in two operating and reportable business segments: AppLogiq and DataLogiq. The Company determined its reportable segments based on operating and financial reports regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer (“CEO”).

 

The AppLogiq reportable segment is comprised of the accounts of CreateApp and Corporate activities.

 

The DataLogiq reportable segment is comprised of the subsidiaries accounts of Logiq, Inc(a Nevada Corporation) and Fixel AI,Inc.

 

The following table presents the segment information for the years ended December 31, 2020 and 2019:

 

    For the three months ended December 31     For the twelve months ended December 31  
    2020     2019     2020     2019  
Logiq & AppLogiq                        
Segment operating income   $ 2,112,988       10,018,556     $ 22,758,572       34,648,621  
Other corporate expenses, net     7,951,920       13,781,620       32,772,547       41,190,307  
Total operating (loss)     (5,838,932 )     (3,763,064 )     (10,013,975 )     (6,541,686 )
                                 
DataLogiq & Fixel                                
Segment operating income     4,470,646       -       15,151,821       -  
Other corporate expenses, net     5,774,197       -       19,647,515       -  
Total operating (loss)     (1,303,551 )     -       (4,495,694 )     -  
                                 
Consolidated                                
Segment operating income     6,583,634       10,018,556       37,910,393       34,648,621  
Other corporate expenses, net     13,726,117       13,781,620       52,420,062       41,190,307  
Total operating (loss)     (7,142,483 )     (3,763,064 )     (14,509,669 )     (6,541,686 )

 

Significant Customers

 

No revenues from any single customer exceeded 10% of total net revenues in 2020 and 2019.

 

NOTE 19 – GEOGRAPHICAL INFORMATION

 

    2020           2019           2018        
Southeast Asia   $ 12,109,193       31.9 %   $ 25,988,621       75.0 %   $ 16,334,034       72.1 %
EU     5,570,000       14.7 %   $ 5,888,800       17.0 %     5,213,410       23.0 %
South Korea     3,770,000       9.9 %   $ 2,771,200       8.0 %     1,119,881       4.9 %
Africa     961,200       2.6 %     -       0.0 %     -       0.0 %
North America     15,500,000       40.9 %     -       0.0 %     -       0.0 %
Total revenue   $ 37,910,393       100.0 %     34,648,621       100.0 %   $ 22,667,325       100 %

  

NOTE 20 – BUSINESS COMBINATION

 

Push Holdings Inc.

 

On January 8, 2020, the Company acquired substantially all the assets of Push Holdings Inc in exchange for 35,714,285 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $14,285,714.

 

The acquisition of substantially all the assets of Pushing Holding was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), with the results of Logiq Inc (Nevada)’s operations included in the Company’s consolidated financial statements from January 9, 2020. Goodwill has been measured as the excess of the total consideration over the amounts assigned to identifiable assets acquired and liabilities assumed.

 

F-21

 

 

During the period ended December 31, 2020, the Company, through its wholly-owned subsidiary, Logiq Inc (Nevada) acquired substantially all of the assets of Push Holdings, Inc. The fair values of assets acquired and liabilities assumed were as follows:

 

Cash and cash equivalents   $ 574,572  
Restricted cash     1,025,000  
Accounts receivable, net     709,053  
Prepaid expenses and other current assets     11,940  
Property, plant and equipment     225,126  
Intangible assets     8,250,000  
Accounts payable     (367,091 )
Accrued expenses and other current liabilities     (424,094 )
Due to parent company     (500,000 )
Goodwill     4,781,208  
Net assets acquired   $ 14,285,714  

 

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 Push 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 Push Holdings would have paid if Push Holdings did not own the software technology.

 

On the acquisition date, goodwill of $4,781,208 and other intangible assets of $8,250,000 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.

 

The Company incurred some accounting and legal fees related to the acquisition of the assets of Push Holdings. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2020.

 

In the consolidated statements of operations, revenues and expenses include the operations of Logiq Inc (Nevada) since January 9, 2020, which is the day after the acquisition date.

 

Fixel AI Inc.

 

On November 2, 2020, the Company acquired substantially all the assets of Fixel AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s common stock. The fair value of the shares of common stock at the close of the transaction was $8.86.

 

On the Closing Date, the Company issued 564,467 restricted shares of its common stock to Fixel Stockholders, of which the shares allocated to the Fixel stockholders that are residents of Israel (“Israel Stockholders”) will be delivered to an independent third-party escrow (the “Escrow Shares”), where (i) such shares will be released to Israel Stockholders upon each Israel Stockholder’s compliance with the 104H tax ruling issued by certain tax authorities of Israel in connection with the Merger and (ii) shares held by Founders making up approximately 20% of the shares issued will be held subject to offset for indemnification purposes. The Shares were issued at a trailing twenty (20) day VWAP of $8.86 per share.

 

F-22

 

 

The fair values of assets acquired and liabilities assumed were as follows:

 

Cash and cash equivalents   $ 67,167  
Restricted cash     10,229  
Accounts receivable, net     29,036  
Prepaid expenses and other current assets     20,963  
Property, plant and equipment     -  
Intangible assets     4,678,422  
Accounts payable     280  
Accrued expenses and other current liabilities     (47,021 )
Deferred revenue     (55,958 )
Goodwill     296,882  
Net assets acquired   $ 5,000,000  

 

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 Fixel 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 Fixel would have paid if Fixel did not own the software technology.

 

On the acquisition date, goodwill of $296,882 and other intangible assets of $4,678,422 were recorded. The other intangible asset identified during the acquisition is software technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.

 

The Company incurred some accounting and legal fees related to the acquisition of the assets of Fixel. The amount attributable to the Company has been included in general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2020.

 

In the consolidated statements of operations, revenues and expenses include the operations of Fixel AI, Inc. since November 3, 2020, which is the day after the acquisition date.

 

NOTE 21 – SUBSEQUENT EVENTS

 

Sale of Common Stock

 

On March 8, 2021, Logiq entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchaser at an offering price of $5.00 per share.

 

The Registered Offering resulted in gross proceeds of approximately $500,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about March 10, 2021, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

 

F-23

 

 

Agreement and Plan of Merger

 

On March 3, 2021, Logiq, RAI Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Rebel AI, Inc., a Delaware corporation (“Rebel AI”), and Emmanuel Puentes, on behalf of the stockholders of Rebel AI (in such capacity, the “Stockholders’ Agent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the parties intend to effect a merger of Merger Sub with and into Rebel AI, whereby the separate existence of Merger Sub will cease and Rebel AI will become a wholly-owned subsidiary of the Company (the “Merger”). The Merger closed on March 29, 2021.

 

As consideration for the Merger, at the Closing, the Company will deliver to those persons set forth in the Merger Agreement an aggregate cash payment of $1,126,000 (the “Cash Consideration”), and an aggregate number of restricted shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), equal to (i) (x) $7,000,000, divided by (ii) the volume weighted average closing price of the Company’s Common Stock for the twenty consecutive trading days prior to Closing (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”), subject in each case to adjustment as provided in the Merger Agreement. Notwithstanding the foregoing, pursuant to the terms of the Merger Agreement, (i) a portion of the Cash Consideration, in an amount equal to the outstanding balance of that PPP Loan made to Rebel AI in January 2021, shall be withheld at Closing and placed into an escrow account, pending forgiveness or repayment of the PPP Loan, as applicable, and (ii) $2,000,000 of Common Stock shall be withheld from the Stock Consideration and deposited into an escrow account, pending release in accordance with the terms of the Merger Agreement. 

 

Effective upon Closing, the Company shall enter into employment agreements with certain key executives of Rebel AI. Further, each of the principal Rebel AI stockholders has agreed to enter into a noncompetition agreement with the Company. Effective upon the Closing, all stock options of Rebel AI outstanding, whether or not exercisable, whether or not vested as of the Closing, which are outstanding immediately prior to the Closing and have not been exercised in connection with the Closing shall be terminated.

 

Sale of Common Stock

 

On January 12, 2021, Logiq entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 101,694 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $8.50 per share.

 

The Registered Offering resulted in gross proceeds of approximately $864,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about January 14, 2021, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

 

F-24

 

 

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

 

None

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon 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; over time, control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Annual Report. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

 

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We have conducted an evaluation of the effectiveness of our internal control over financial reporting. Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2020.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation Report of the Registered Public Accounting Firm

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to Item 308(b) of Regulation S-K.

 

Item 9B. Other Information

 

None.

 

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PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance

 

The following table sets forth the names, ages, and positions of our executive officers and directors as of March 31, 2021.  There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs. There are no arrangements or understandings between any director and any other person pursuant to which any director or executive officer was or is to be selected as a director or executive officer, as applicable.

 

Name    Age   Positions and Offices Held
Tom Furukawa   48   Chief Executive Officer
Brent Suen   54   President, Chairman, Principal Financial Officer and Director
Steven Hartman   49   Chief Product Officer
Daniel Urbino   35   Chief Operating Officer
Lionel Choong   59   Chief Financial Officer and Director
Eddie Foong   47   Vice President, Product
John MacNeil   59   Chief of Staff and Director
Matthew Burlage   57   Independent Director
Joshua Jacobs   50   Independent Director
Brett Lay   58   Independent Director
Ross O’Brian   53   Independent Director
Lea Hickman   53   Independent Director

  

Set forth below is a brief description of the background and business experience of each of our executive officers, directors, and key management personnel.

 

Brent Suen, age 54, President, Chairman, Principal Financial Officer and Director

 

Brent Suen has been President of the Company since November 19, 2014, and a director of the Company since November 19, 2014. Mr. Suen has 27 years of experience in the investment banking industry. He began his career in merger arbitrage at Bear Stearns in 1988, at the age of 20, as the firms’ youngest hire. In 1993, he founded Axis Trading Corp., one of the first online platforms for stock trading and subsequently sold it to a division of Softbank in 1996. In 1997, he co-founded Elevation Capital which invested in and advised Silicon Valley based companies on IPO’s, mergers and acquisitions, strategic partnerships and fund raising. In 2003 Brent moved to Hong Kong and China where he established Bay2Peak S.A. Bay2Peak has invested in and advised over fifty companies which include Internet, software, renewable energy and life science companies. From 2006 to 2008 he also advised IRG TMT Asia Fund on private and public investments. In 2012 Brent served as advisor to McLarty Group and Citibank Venture Capital on a sale/leaseback program valued at $160 million leading to the eventual sale of the company for $630 million. For the past six years, Brent led the start-up and management of Empirica S.A., a security/intelligence and frontier markets focused advisory firm operating in Asia, the Middle East, Africa and Central Asia.

 

Mr. Suen holds a BA degree in Marketing from the University of Arkansas at Little Rock.

 

Based on Mr. Suen’s work experience and education, the Board believes that he is qualified to serve as executive chairman, director and Principal Financial Officer.

 

Tom Furukawa, age 48, Chief Executive Officer

 

Mr. Furukawa, has served in senior level management roles over the last 26 years for some of the world’s most successful companies, including IBM Tivoli (a division of NYSE-traded IBM), Yahoo!, Kelley Blue Book, The Enthusiast Network, The Rubicon Project, Enstigo, ZEFR, and the Ad Exchange Group. Mr. Furukawa has been on the forefront of major changes in the online ad and marketing industry, and brings to the Company deep experience in the development and product management for advertising and digital media technologies. As a recognized industry-thought leader, Mr. Furukawa has refined the craft of creating products that automate and streamline today’s fast-growing programmatic ad marketplace.

 

Steven Hartman, age 49, Chief Product Officer

 

Mr. Hartman brings over 25 years of experience in enterprise software and marketing at major technology companies. Mr. Hartman previously served as the vice present of global marketing at Kenshoo, a digital advertising platform that connects marketers and customers, where he instituted marketing programs that increased topline growth, reduced marketing spend and grew the bottom line. He served as vice president of product marketing at Acxiom (now LiveRamp Holdings), a SaaS-based data connectivity platform, where he co-led product positioning and awareness of the LiveRamp acquisition, a data connectivity platform acquired by Acxiom. He served as vice president of marketing at Viglink (now Sovrn) and at The Rubicon Project

 

He held several senior level product and marketing roles at Yahoo! and IBM. At Yahoo!, he managed a product management team that successfully launched and grew the company’s display advertising platform. At IBM, he developed and executed multi-touch marketing campaigns for Tivoli’s line of J2EE-based solutions that generated $285 million in annual revenue.

 

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An accomplished MarTech innovator, Mr. Hartman is named on several technology patents covering programmatic advertising, private exchange, and inventory ad tagging innovations. Mr. Hartman earned his B.S. with Honors in Industrial Engineering from Purdue University.

 

Daniel Urbino, age 35, Chief Operating Officer

 

Daniel brings over a decade of experience in corporate finance and accounting, strategy and operations, working with startups to large publicly-traded companies with over $2B in annual revenue.

 

Prior to Loqiq, Inc., Daniel served as the Chief Operating Officer of ConversionPoint Technologies, Inc. where he was responsible for corporate budgeting and forecasting while focusing on revenue generating activities and scaling high performing teams. In this position, Daniel also played a key role in several M&A transactions including the sale of two subsidiaries. Prior to ConversionPoint, Daniel served in a senior leadership role for a division of VCA Inc. that was responsible for approximately $400M in annual revenue.

 

He earned his BA from the University of California, Santa Barbara and subsequently obtained his MBA from the University of Southern California where he focused on strategy, finance and entrepreneurship. He also obtained his CPA license in the state of California.

    

Lionel Choong, age 59, Chief Financial Officer, Director

 

Lionel Choong has been Chief Financial Officer since July 17, 2015, and is a current member of our board. Since May 11, 2018, Mr. Choong is the audit committee chairman and independent non-executive director of Moxian Inc (NASD: MOXC). Previously, Mr. Choong was the Vice Chairman, audit committee charment and an independent non-executive director of Emerson Radio Corp. (NYSE: MSN) from November 2013 to June 2017. Mr. Choong was acting Chief Financial Officer of Global Regency Ltd., between April 2009 and June 2015 and remains as a consultant thereafter. Mr. Choong is a director and consultant for Willsing Company Ltd., a position he has held since August 2004 and Board Advisor to Really Sports Co., Ltd., a position he has held since June 2013. Mr. Choong has a wide range of experience in a variety of senior financial positions with companies in China, Hong Kong SAR, and London, UK. His experience encompasses building businesses, restructuring insolvency, corporate finance, and initial public offerings in a number of vertical markets, including branded apparel, consumer and lifestyle, consumer products, pharmaceuticals, and logistics. From June 2008 to May 2011, Mr. Choong was acting Chief Financial Officer of Sinobiomed, Inc. (predecessor company of Logiq, Inc.).

 

Mr. Choong is a fellow member and holds a corporate finance diploma from the Institute of Chartered Accountants in England and Wales. He is also a CPA and practicing member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute. Mr. Choong holds a Bachelor of Arts in Accountancy from London Guildhall University, UK, and a Master of Business Administration from the Hong Kong University of Science and Technology and the Kellogg School of Management at Northwestern University in the US.

 

Based on Mr. Choong’s work experience, previous directorships, and education, the Board believes that he is qualified to serve as a director and Chief Financial Officer with overall review of all financial matters of the Company.

 

Eddie Foong, age 47, Vice President, Product

 

Eddie Foong served as our Chief Operating Officer and a director of the Company until September 1, 2020. Mr. Foong is now Vice President, Product. Mr. Foong is the founder and creator of AppLogiq, and has over 17 years of experience in IT, sales and marketing and operations. He was involved in a RFID technology company that developed and changed Singapore National Library Books borrowing system island wide. He previously headed the sales and marketing department of Info. Technology within MNCs and government agencies.

 

Mr. Foong graduated with a Class 1 BEng Honours Degree and IBM Award holder from University of Strathclyde, U.K.

 

Based on Mr. Foong’s work experience and education, the Board believes that he is well qualified to serve in his role as Vice President, Product.

 

John MacNeil, age 59, Chief of Staff, Director

 

Mr. MacNeil has more than 30 years of experience in the financial services and technology industries. He has advised technology, financial technology and renewable energy companies on strategic relationships, financial forecasting, investor relations and capital formation. He previously served as a portfolio manager for technology funds at Schroders Investment Management. He holds a Bachelor of Electrical Engineering from University of Connecticut and MBA from Columbia Business School.

 

Joshua Jacobs, age 50, Independent Director

 

Mr. Jacobs, a pioneer in the programmatic media-buying industry, has led innovative technology companies on a global scale. Mr. Jacobs recently served as a director of Maven, Inc. (OTC:MVEN), a media platform for digital publishers. Built through acquisitions, Mr. Jacobs co-led the fundraising, acquisition and integration of 4 media companies (including Sports Illustrated and Jim Cramer’s TheStreet.com) over a 3 year period of time. Under his leadership, Maven grew from a pre-product/pre-revenue startup, to a market leading platform serving over 110 million readers monthly.