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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GoLogiq Inc (PK) | USOTC:GOLQ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0145 | 11.79% | 0.1375 | 0.06 | 1.00 | 0.1375 | 0.1375 | 0.1375 | 100 | 21:03:15 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
+ | ||
(Address of principal executive offices including zip code) | (Registrant’s telephone number, including area code) |
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
None | N/A | N/A |
Large accelerated Filer ¨ | Accelerated Filer ¨ |
x | Smaller reporting company |
Emerging growth company |
(1) | Correcting and amending the Explanatory Note of the First Amended Form 10-K/A to clarify that the SEC did not at any time in any correspondence or discussions draw any conclusions or release any statements to the Company regarding the Company’s acquisition of the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”). |
(2) | Adding below sentence on the auditor opinion pages, which was inadvertently omitted from the Original filing. |
/s/ Centurion ZD CPA & Co | |
March 27, 2023, except for the effects of the financial statement of the restatement described in Note 2, as to which the date May 21, 2024 | |
We have served as the Company’s auditor since 2022 |
Exhibit number | Exhibit description | Incorporated by Reference (Form Type) | Filing Date | Filed herewith | ||||
101.INS* | Inline XBRL Instance Document | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments) |
* | The XBRL related information in Exhibit 101 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document |
GoLogiq, Inc. | ||
By: | /s/ Granger Whitelaw | |
Granger Whitelaw | ||
Chief Executive Officer (Principal Executive Officer) |
NAME | TITLE | DATE | ||
/s/ Granger Whitelaw | Chief Executive Officer (Principal Executive Officer ) | May 21, 2024 | ||
Granger Whitelaw | ||||
/s/ Stephen Jones | Chief Financial Officer (Principal Financial Officer) | May 21, 2024 | ||
Stephen Jones | ||||
/s/ Brent Suen | Director | May 21, 2024 | ||
Brent Suen | ||||
/s/ John MacNeil | Director | May 21, 2024 | ||
John MacNeil | ||||
/s/ Peter Bordes | Director | May 21, 2024 | ||
Peter Bords | ||||
/s/ Candice Beaumont | Director | May 21, 2024 | ||
Candice Beaumont |
EXHIBIT 31.1
CERTIFICATION
I, Granger Whitelaw, Chief Executive Officer of GoLogiq, Inc., certify that:
1. | I have reviewed this annual report on Form 10-K/A of GoLogiq, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 21. 2024 |
|
|
|
/s/ Granger Whitelaw |
|
Granger Whitelaw |
|
Chief Executive Officer |
|
(Principal Executive Officer) |
|
EXHIBIT 31.2
CERTIFICATION
I, Stephen Jones, Principal Accounting Officer of GoLogiq, Inc., certify that:
1. | I have reviewed this annual report on Form 10-K/A of GoLogiq, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 21, 2024 |
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|
|
/s/ Stephen Jones |
|
Stephen Jones (Principal Financial Officer and Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of GoLogiq, Inc. (the "Company") on Form 10-K/A for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Granger Whitelaw, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| /s/ Granger Whitelaw |
|
| Granger Whitelaw |
|
| Chief Executive Officer |
|
| (Principal Executive Officer) |
|
Date: May 21, 2024
A signed original of this written statement required by Section 906 has been provided to GoLogiq, Inc. and will be retained by GoLogiq, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with this annual report of GoLogiq, Inc. (the “Company”), on Form 10-K/A for the period ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Stephen Jones, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: May 21, 2024 | By: | /s/ Stephen Jones |
|
|
| Stephen Jones |
|
|
| Principal Financial Officer |
|
A signed original of this written statement required by Section 906 has been provided to GoLogiq, Inc. and will be retained by GoLogiq, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Cover Page - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2022 |
Mar. 20, 2023 |
Jun. 30, 2022 |
|
Document Information [Line Items] | |||
Entity Registrant Name | GoLogiq, Inc. | ||
Document Type | 10-K/A | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 48,351,365 | ||
Amendment Flag | true | ||
Entity Central Index Key | 0001746278 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Document Transition Report | false | ||
Entity File Number | 333-231286 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 35-2618297 | ||
Entity Address, Address Line One | 230 Victoria Street Bugis Junction | ||
Entity Address, Address Line Two | #15-01/08 | ||
Entity Address, City or Town | Singapore | ||
Entity Address, Country | SG | ||
Entity Address, Postal Zip Code | 188024 | ||
City Area Code | 65 | ||
Local Phone Number | 9366 2322 | ||
Entity Interactive Data Current | Yes | ||
Amendment Description | EXPLANATORY NOTE GoLogiq, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Amendment”) to amend and restate certain items in its Annual Report on Form 10-K for the year ended December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2023 (the “Original Form 10-K”) and amended by Amendment No.1 on Form 10-K/A filed with the SEC on April 30, 2024 (the “First Amended Form 10-K/A”). This Amendment No. 2 is being filed for the purpose of: (1)Correcting and amending the Explanatory Note of the First Amended Form 10-K/A to clarify that the SEC did not at any time in any correspondence or discussions draw any conclusions or release any statements to the Company regarding the Company’s acquisition of the AppLogiq/Createapp business from Logiq, Inc. (“Logiq”). Accordingly, under the Explanatory Note, 1. Restatement of Financial Statements, the first paragraph is hereby deleted and restated in its entirety with the following: 1. Restatement of Financial Statements In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company. Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did not meet the definition of a business, this transaction cannot be considered a business combination. Instead, the transaction was a reverse acquisition and the Company ceased to be a shell company as a result of the AppLogiq/CreateApp acquisition from Logiq. In addition, under Note 2, Restatement of Previously Issued Consolidated Financial Statements, 1. Restatement of Financial Statements, the first paragraph is hereby deleted and restated in its entirety with the following: 1. Restatement of Financial Statements In connection with a review of the Company’s periodic reports by the Staff of the SEC, and upon consultation with the Company’s auditor Centurion ZD CPA & Co. (“Centurion”), management reassessed the accounting treatment of the spin-off of Logiq’s AppLogiq/CreateApp business to the Company. Management determined that the Company is the accounting acquiree in the AppLogiq/CreateApp business acquisition. As the Company was a nonoperating shell corporation at the time of the transaction and did not meet the definition of a business, this transaction cannot be considered a business combination. Instead, this transaction should be considered a capital transaction by Lovarra (the legal acquiree) where Gologiq issues shares for the net monetary assets of Lovarra accompanied by a recapitalization. The excess of the fair value of the shares issued by Gologiq over the value of the net monetary assets of Lovarra will be recognized as a reduction to equity. Based upon the above analysis, the Company will restate the transaction accordingly. In light of the above, the Company. is restating its financial statements as of and for the fiscal year ended December 31, 2022 and December 31, 2021. (2)Adding below sentence on the auditor opinion pages, which was inadvertently omitted from the Original filing. Restatement of 2022 Financial Statements As discussed in Note 2 to the financial statements, the 2022 financial statements have been restated to correct a misstatement. As required by the rules of the SEC, this Amendment No. 2 refers to paragraph 18(e) of PCAOB Auditing Standards AS 3101 and paragraphs 9-10 and 16-17 of AS 2820. Except as described above, this Amendment No. 2 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Filing, nor does it reflect events occurring after the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. This Amendment No. 2 does not otherwise update any exhibits as originally filed or previously amended. | ||
Document Annual Report | true | ||
Entity Well-known Seasoned Issuer | No | ||
Auditor Name | Centurion ZD CPA & Co. | ||
Entity Voluntary Filers | No | ||
Auditor Firm ID | 2769 | ||
Auditor Location | Hong Kong | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 17,151,110 | ||
Document Financial Statement Error Correction [Flag] | true | ||
Document Financial Statement Restatement Recovery Analysis [Flag] | false |
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