Annual Report (10-k)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2022

 

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: 000-22711

 

LOGICQUEST TECHNOLOGY, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Nevada	76-0640970
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

 

5 Independence Way, Suite 300, Princeton, NJ, U.S.A.	08540
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code 609-514-5136

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

 

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

 

Common Stock, $0.001 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ  No ☐

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 checkmark 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. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

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

 

As of June 30, 2022, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold based on the closing price on that date was approximately $128,519.

 

On March 30, 2023, the registrant had outstanding 2,301,968 shares of Common Stock, $0.001 par value per share.

 

Documents Incorporated by Reference

 

None.

 

 

 

TABLE OF CONTENTS

 

		PAGE
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
	PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	[Reserved]	10
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes In and Disagreements with Accountants On Accounting and Financial Disclosure	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	14
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	14
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accountant Fees and Services	20
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	21
Item 16.	Form 10–K Summary	21
SIGNATURES		22

 

 

 

 

 

 

 

i

PART I

 

Item 1. Business.

 

Cautionary Statement Regarding Forward-Looking Information

 

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

 

Where You Can Find Other Information

 

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov. Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.

 

Corporate Information

 

Our principal executive offices are located at 5 Independence Way, Suite 300, Princeton, NJ, U.S.A. 08540; tel. voice: 609-514-5136, fax: [phone]. Our website address is logq-inc.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

 

Introduction

 

Logicquest Technology, Inc. (the “Company”) was originally incorporated as Solis Communications, Inc. on July 23, 2001 and adopted a name change to Crescent Communications Inc. upon completion of a reverse acquisition of Berens Industries, Inc. In 2004, we changed our name to Bluegate Corporation (“Bluegate”). On March 19, 2015, we changed our name to Logicquest Technology, Inc.

 

Logicquest is a Nevada corporation that previously consisted of a networking service (carrier/circuit) business, which provided internet connectivity to corporate clients on a subscription basis; essentially operating as a value-added provider. During May 2014, the Board of Directors authorized an orderly wind down of the Company's internet connectivity business which ceased operations effective June 30, 2014.

 

In this Report, we refer to ourselves as "Logicquest," "We," Us," “the Company,” and "Our."

 

Our growth is dependent on acquiring an operating business or assets, attaining revenues from acquiring new operations and/or our raising capital through the sale of stock or debt. There is no assurance that we will be able to locate an operating business, raise any financing or generate any revenues.

 

Our functional currency is the U.S. dollar. Our independent registered public accounting firm issued a going concern qualification in their report contained herein regarding substantial doubt about our ability to continue as a going concern.

 

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets under the symbol “LOGQ”.

 

1

Corporate History

 

In 1996, Congress passed the Health Insurance Portability and Accountability Act ("HIPAA"). Two of the many features of HIPAA were a mandate that the healthcare industry move toward using electronic communication technology to streamline and reduce the cost of healthcare, and a requirement that healthcare providers treat virtually all healthcare information as confidential, especially when electronically transmitted.

 

In 2001, Mr. Manfred Sternberg acquired effective control of the Company and during 2002 and 2003 under his leadership, the company commenced development and completion of the necessary systems to offer an integrated HIPAA compliant Medical Grade Network® to the health care community, to provide electronic systems required by increasing U.S. public policy mandates, to accelerate the movement to secure electronic health records.

 

In 2003, a minority amount of our revenue was related to our HIPAA business. In 2004, a majority of our revenue was related to our HIPAA business. In 2005, all of our revenues were related to our health care service model.

 

In 2004, to accelerate our movement into the electronic health record business, we sold our Internet Service Provider ("ISP") customer base effective June 21, 2004 to concentrate on our health care IT solutions model and its Medical Grade Network®.

 

In 2004, we contracted with the largest healthcare system in Texas to provide physicians with Internet bandwidth and managed security services using our Medical Grade Network®.

 

In March 2005, we acquired substantially all of the assets and assumed certain ongoing contractual obligations of TEKMedia Communications, Inc., a company that provided traditional IT consulting services.

 

In September 2005, we acquired substantially all of the assets and assumed certain ongoing contractual obligations of Trilliant Corporation, a company that provides assessment, design, vendor selection, procurement and project management for large technology initiatives, particularly in the healthcare arena.

 

Effective November 7, 2009, the Company: 1) disposed of certain Medical Grade Network (“MGN”) assets and business and eliminated certain liabilities (consisting primarily of: a) furniture, computers and related software and peripherals with a $17,889 book value; b) contracts, agreements, lists of telephone and fax numbers, licenses, permits, intellectual properties, registered mark for MGN, and the business name of Bluegate with a $0 net book value; c) liabilities of $43,607 principally related to customer product prepays which were assumed by the purchaser) which were acquired by Sperco, LLC (“Sperco”) (an entity controlled by Mr. Stephen Sperco (“SS”), our former CEO/President/Director)), for $200,000, with payment made by a combination of $100,000 cash and $100,000 forgiveness of debt owed to SAI Corporation (“SAIC”) (an entity controlled by SS), plus a net adjustment of $7,100 due to the Company from Sperco resulting from the Company’s collection of principally accounts receivable totaling $161,900 on behalf of Sperco for the period from November 8, 2009 through December 31, 2009, offset by Sperco’s payment of $169,000 to the Company for the personnel, facilities, tools, and resources necessary for the Company to support both the MGN and HIMS (defined below) operations for Sperco for the same period; 2) entered into a Separation Agreement and Mutual Release in Full of all claims with Mr. Manfred Sternberg (“MS”) (former Director/Corporate Officer), which included the elimination of $28,499 of accrued director fees and vehicle allowances in exchange for repayment of a loan plus accrued interest totaling $44,369 to MS; and 3) entered into A Separation Agreement and Mutual Release in Full of all claims with Mr. William Koehler (“WK”) (former Director/Corporate Officer), which included the elimination of $28,499 of accrued director fees and vehicle allowances in exchange for repayment of a loan plus accrued interest totaling $44,374 with a direct payment to WK’s American Express account and a $1 payment to WK; and 4) disposed of certain of Trilliant Technology Group, Inc.’s assets and business (consisting primarily of: a) Computers and related software and peripherals with a $0 net book value; and b) lists of telephone and fax numbers and intellectual properties with a $0 net book value) to Trilliant Corporation (an entity controlled by WK) for a cash payment of $5,000; and 5) disposed of certain Bluegate Healthcare Information Management Systems (“HIMS”) assets and business (consisting primarily of contracts, agreements and intellectual property with a $0 net book value) to SAIC in exchange for a Mutual Release in Full of certain claims and a $1 payment to SAIC; and 6) obtained a Fairness Opinion dated November 6, 2009 presented by Convergent Capital Appraisers.

 

Pursuant to the Nevada Revised Statutes, which authorizes the taking of action by written consent of the shareholders of a Nevada corporation, without a meeting, a super majority of the voting power of the shareholders of the Company gave their consent to the above actions.

 

As a result of the transactions summarized above, the Company received $105,000 cash; reduced the secured note payable to SAIC by $100,000; paid off unsecured notes payable and accrued interest of $88,743 to MS and WK; eliminated $56,998 of accrued liabilities owed to MS and WK; recorded $24,234 of expenses (principally legal and professional); removed the remaining book value of fixed assets of $17,889; eliminated $43,607 of customer liabilities assumed by Sperco and increased additional paid-in capital by $263,484 since the net effect of the transaction was treated as related party forgiveness of debt.

 

2

On December 27, 2010 our then 100% owned subsidiary, Trilliant Technology Group, Inc. was dissolved.

 

On September 11, 2014, SAIC, the Company’s then majority shareholder, sold to Mr. Ang Woon Han, 24,070,250 shares of common stock (1,203,513 shares post-Reverse Stock Split discussed below), 48 shares of Series C Convertible preferred stock and 10 shares of Series D Convertible preferred stock. As a result, Mr. Ang owns 52% of our shares of common stock without taking into account the super voting power of the Preferred stock, and 78% when taking into account the super voting power of the Preferred Stock.

 

On January 2, 2015, the Company filed an Information Statement on Schedule 14C for restructuring the Company. Actions taken included:

 

·	To change the name of the Company from “Bluegate Corporation” to “Logicquest Technology, Inc.”
·	To increase the number of authorized shares of Common Stock, par value $0.001 from fifty million (50,000,000) to two hundred million (200,000,000) (the “Authorized Increase”); and
·	To affect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of one post-split share per twenty pre-split shares (the “Reverse Stock Split”).

 

The above actions were effective on March 19, 2015.

 

Our Business Subsequent To the November 7, 2009 Disposition Of Certain Assets And Business

 

We are currently a company with no operations. To sustain our company’s operation, our Board is currently seeking investment opportunities.

 

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a business opportunity, or whether the opportunity's operations will be profitable.

 

If we are unable to secure adequate capital to continue our business, our shareholders will lose some or all of their investment and our business will likely fail.

 

Development Plan

 

Our intended business purpose is to seek the acquisition of, or merger with, an existing company. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, limited liability company, joint venture, or partnership. We have very limited capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity. We will not restrict potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. As of the date hereof, we have made only limited efforts to identify a possible business combination and are not currently subject to a letter of intent with respect to any target business or any definitive agreement with respect to any target business.

 

Based on our proposed business activities, we are a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines “blank check” companies as, any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.

 

We also qualify as a “shell company,” as defined under Rule 12b-2 adopted by the SEC pursuant to the Exchange Act, because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions.

 

We have a nominal amount of capital and will depend on our management to provide us with the necessary funds to implement our business plan. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition or merger. The analysis of new business opportunities will be undertaken by or under the supervision of our sole officer and director.

 

3

We believe that business opportunities may come to our attention from various sources, including, professional advisors such as attorneys, and accountants, securities broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. We have no plan, understanding, agreements, or commitments with any individual for such person to act as a finder of opportunities for us. We can give no assurances that we will be successful in finding or acquiring a desirable business opportunity, given the limited funds that are expected to be available to us for implementation of our business plan. Furthermore, we can give no assurances that any acquisition, if it occurs, will be on terms that are favorable to us or our current stockholders. In our effort to analyze potential acquisition targets, we will consider the following kinds of factors:

 

	·	Potential for growth, anticipated market expansion or new products;
	·	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
	·	Strength and diversity of management, either in place or scheduled for recruitment;
	·	Capital requirements and anticipated availability of required funds;
	·	The cost of participation by us as compared to the perceived tangible and intangible risks of participation;
	·	The extent to which the business opportunity can be advanced;
	·	The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items; and
	·	Other relevant factors.

 

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which may make the task of comparative investigation and analysis of such business opportunities difficult and complex. Due to our limited capital available for investigation, we may not discover or be able to fully investigate potential adverse factors concerning the opportunity to be acquired.

 

There is no relationship between our particular name and our intended business plan. If successful in completing a merger or acquisition, we expect that our name would change to reflect the marketing goals of the business combination.

 

We are unable to predict the time as to when, and if we will ever engage in identifying potential merger or acquisition candidates.

 

In addition, certain conflicts of interest exist or may develop between us and our sole officer and director and majority stockholder.

 

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed will result in a loss to us. Also, substantial fees are often paid in connection with the completion of all types of acquisitions, reorganizations or mergers.

 

Form of Acquisition

 

The manner in which we participate in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of us and the promoters of the opportunity, and our relative negotiating strength. It is likely that we will acquire our participation in a business opportunity through the issuance of our common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other tax-free transaction provisions under the Code, all prior stockholders would retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who are stockholders prior to the acquisition. Our present stockholders will likely not have control of our majority voting securities following an acquisition transaction. However, our present stockholders will benefit from such a transaction by retaining an equity interest in the surviving company, a cash payment in exchange for outstanding shares, or a combination of both cash and equity. As part of such a transaction, our present sole officer and director may resign and one or more new directors or officers may be appointed in connection with the transaction.

 

4

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders or only with the vote of our majority stockholders who already control the vote on all stockholder matters. It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to us of the related costs incurred.

 

Employees

 

As a result of the cessation of the internet connectivity business, we currently have no employees.

 

Item 1A. Risk Factors.

 

We May Be Unable To Find a Suitable Entity with Which to Enter Into a Business Combination Transaction.

 

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We will be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of us identifying and consummating a successful business combination. We may not find a suitable entity with which to enter into a business combination transaction and even if we do identify a suitable entity for such transaction, we may not be able to into a transaction.

 

The Terms of a Potential Business Combination Transaction May Not Be Favorable to Us.

 

Even if we find a suitable entity for a business combination transaction and that entity is willing to enter into such a transaction, we may not be able to complete that transaction on terms which would be favorable to us. Private companies seeking to become public have many options other than a business combination with a blank check company, such as initial public offerings, direct public offerings, Regulation A offerings, and public offerings on foreign exchanges, and many companies have many other options for access to capital other than becoming public, such as private offerings, Regulation S offerings, venture capital, and private equity transactions. In addition, there are a large number of blank check companies seeking to engage in business combination transactions, and the availability of such companies may result in private companies being able to require favorable terms from any particular blank check company in a business combination transaction, which may reduce the potential benefit to us of such a business combination transaction.

 

Our Future Success Is Highly Dependent on the Ability of Management to Locate and Attract a Suitable Acquisition Candidate.

 

The nature of our operations is highly speculative. The success of our intended plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we may not be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

 

We Have No Existing Agreement for a Business Combination or Other Transaction and There Is No Guarantee That We Will Be Able to Negotiate a Transaction That Will Benefit Our Stockholders.

 

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We may be unable to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

 

5

There is Substantial Doubt About Our Ability to Continue as a Going Concern.

 

We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report contained herein regarding substantial doubt about our ability to continue as a going concern. During the years ended December 31, 2022 and 2021, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from related parties and independent third parties. We experienced negative financial results as follows:

 

		2022				2021
Net loss		$	(227,096	)		$	(403,040	)
Negative working capital			(28,451	)			(6,512,191	)
Stockholders’ deficit			(28,451	)			(6,512,191	)

These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.

 

Our current operations are primarily funded by Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Mr. Cheng Yew Siong.

 

These steps have provided us with the cash flows to continue our business, but have not resulted in significant improvement in our financial position. We are considering alternatives to address our cash flow situation that include:

 

	·	Raising capital through additional sale of our common stock and/or debt securities.
	·	Reducing cash operating expenses to levels that are in line with current revenues.

 

These alternatives could result in substantial dilution of existing stockholders. There can be no assurance that our current financial position can be improved, that we can raise additional working capital or that we can achieve positive cash flows from operations. Our long-term viability as a going concern is dependent upon the following:

 

	·	Our ability to locate sources of debt or equity funding to meet current commitments and near-term future requirements.
	·	Our ability to achieve profitability and ultimately generate sufficient cash flow from operations to sustain our continuing operations.

 

Management Intends to Devote Only a Limited Amount of Time to Seeking a Target Company Which May Adversely Impact Our Ability to Identify a Suitable Acquisition Candidate.

 

While seeking a business combination, management anticipates devoting very limited time to our affairs. Our officers and directors have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

 

There May Be Conflicts of Interest Between Our Management and Our Non-Management Stockholders.

 

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other stockholders. A conflict of interest may arise between our management’s personal pecuniary interests and their fiduciary duty to our stockholders. Further, our management’s own pecuniary interest may at some point compromise their fiduciary duty to our stockholders.

 

As a Blank Check Company Under Rule 419 of the Securities Act of 1933, We Will Have to Comply with Rule 419 in Any Subsequent Offerings.

 

At present, we are a blank check company with no revenues and no specific business plan or purpose other than we intend to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a blank check company, if we publicly offer any securities as a condition to the closing of any acquisition or business combination or otherwise, we will have to fully comply with Rule 419 under the Securities Act, the provisions of which apply to every registration statement filed under the Securities Act by a blank check company. Among other things, Rule 419 requires that the blank check company filing such registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger. In addition, the registrant is required to file a post-effective amendment to the registration statement containing the same information as found in a Form 10 registration statement, upon the execution of an agreement for such acquisition or merger. Rule 419 also provides for procedures for the release of the offering funds in conjunction with the post effective acquisition or merger. We have no current plans to engage in any such offerings.

 

6

A Business Combination Will Result in a Change of Control and a Change of Management.

 

In conjunction with completion of a business acquisition, it is anticipated that we will issue an amount of our authorized but unissued common stock or preferred stock or that our majority stockholder will transfer an amount of outstanding common stock or preferred stock which represents the majority of the voting power and equity of our voting shares, which will result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control will result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.

 

Our Directors Have the Right to Authorize the Issuance of Preferred Stock.

 

Our directors, without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares, the relative rights, conversion rights, voting rights, terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of preferred stock could adversely affect the rights of holders of common stock in that such preferred stock could have priority over the common stock with respect to voting, dividend or liquidation rights, similar to our currently outstanding preferred stock. For example, each share of Series C Convertible Preferred Stock is convertible into 1,250 shares of common stock (after adjusting for our prior 1-for-20 reverse stock split) and has 15 times the number of votes its conversion-equivalent number of shares of common stock, or 18,750 votes per share of Series C Preferred Stock and each share of Series D Preferred Stock may be converted, at the option of the shareholder, into 1,250 shares of common stock (after adjusting for our prior 1-for-20 reverse stock split) and has 150 times the number of votes its conversion-equivalent number of shares of common stock, or 187,500 votes per share of Series D Preferred Stock. The Series C Convertible Preferred Stock and Series D Convertible Preferred Stock vote along with the common stock on all matters requiring a vote of shareholders and are not redeemable by us. Additionally, the currently outstanding preferred stock or any future issuance of preferred stock may have the effect of delaying, deferring, or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

 

Any Potential Acquisition or Merger with a Foreign Company May Subject Us to Additional Risks.

 

If we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

 

There Is Currently A Limited Trading Market for Our Common Stock.

 

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets under the symbol “LOGQ”, however, we currently have a volatile, sporadic and illiquid market for our common stock, which is subject to wide fluctuations in response to several factors, including, but not limited to:

 

	●	actual or anticipated variations in our results of operations;
	●	our ability or inability to generate new revenues;
	●	increased competition; and
	●	conditions and trends in the market for our services and products.

 

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, global epidemics or pandemics, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

 

7

Rule 144 Is Not Generally Available to Holders of Our Common Stock Which Makes It Difficult to Resell Shares in the Future.

 

With limited exceptions related to certain shares acquired before we became a “shell company” (as defined in Rule 405 of the Securities Act, all of our presently outstanding shares of common stock are “restricted securities” as defined under Rule 144 promulgated under the Securities Act (“Rule 144”) and may only be resold pursuant to an effective registration statement or an exemption from registration. Rule 144 generally provides a safe harbor exemption for the resale of restricted securities, provided, however, restricted securities that we issued either while we were a “shell company” or at any time thereafter, can only be resold in reliance on Rule 144 if the following conditions are met:

 

	(1)	we have ceased to be a “shell company”;
	(2)	we are subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”);
	(3)	we filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months, other than Form 8-K reports; and
	(4)	at least one year has elapsed from the time we filed the Form 10 type information with the SEC reflecting our status as an entity that is not a “shell company.”

 

We may never meet these conditions and holders of our shares of Common Stock may never be entitled to rely on Rule 144 for the resale of their shares. This could have a materially adverse effect on the trading market for our shares, if a trading market develops, of which there is no assurance.

 

Our Business Will Have No Revenue Unless and Until We Merge with or Acquire an Operating Business.

 

We have had no recent operating history nor any revenues or earnings. We will not realize any revenue unless and until we successfully merge with or acquire an operating business.

 

We Intend to Issue More Shares in a Merger or Acquisition, Which Will Result in Substantial Dilution.

 

Our Articles of Incorporation authorize the issuance of a maximum of 200,000,000 shares of common stock and a maximum of 10,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.

 

Stockholders may face significant restrictions on the resale of our common stock due to federal regulations of penny stocks.

 

Our common stock will be subject to the requirements of Rule 15g-9, promulgated under the Exchange Act, as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of Company stockholders to sell their securities in the secondary market.

 

8

Due to the Control by Our Principal Stockholder of a Majority of Our Voting Shares, Our Minority Stockholders Will Have Little Power to Choose Management or Impact Operations.

 

Our principal stockholder, Mr. Ang Woon Han, currently controls and votes an aggregate of 55.4% of our issued and outstanding common stock and an additional 2,775,000 voting shares, equal to approximately 54.7% of our voting stock due to his ownership of 48 shares of Series C Convertible Preferred Stock and 10 shares of our Series D Convertible Preferred Stock. Consequently, our principal stockholder has the ability to influence control of our operations and will have the ability to influence or control substantially all matters submitted to stockholders for approval, including:

 

	·	Election of the board of directors;
	·	Removal of directors;
	·	Amendment to our articles of incorporation or bylaws; and
	·	Approval of a merger, takeover or other business combination.

 

As such, other stockholders possess no practical ability to remove management or effect the operations of our business. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock.

 

The Recent Coronavirus (Covid-19) Pandemic and Its Impact on Debt and Equity Markets Could Have a Material Adverse Effect on Our Financial Condition and Ability to Operate as a Going Concern.

 

In December 2022, coronavirus (COVID-19) is continuing to spread throughout other parts of the world, including the United States. The outbreak of the coronavirus has resulted in a widespread health crisis and has adversely affected the economies and financial markets worldwide, business operations and the conduct of commerce generally. In particular, the global capital markets are experiencing and may continue to experience periods of disruption and instability, which could be prolonged, and which could materially and adversely impact the broader financial and credit markets. Such disruption could have a material adverse effect on our ability to raise additional funds, which in turn could impact our ability to operate as a going concern beyond the next twelve months.

 

Item 1B. Unresolved Staff Comments.

 

None

 

Item 2. Properties.

 

We have no property and do not currently maintain an office or any other facilities, except that we maintain a virtual office space located at 5 Independence Way, Suite 300, Princeton, NJ, U.S.A. 08540. This virtual office has a monthly rental of $200. The lease began on May 12, 2016 and will expire on either party’s termination. We do not believe that we will need to maintain a physical office at any time in the foreseeable future in order to carry out our plan of operations described herein.

 

Item 3. Legal Proceedings.

 

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us, or contemplated to be brought against us.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

 

 

9

PART II

 

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

 

Our common stock is quoted on the OTC Pink market maintained by OTC Markets and our trading symbol is “LOGQ”. The following table sets forth the quarterly high and low sales price per share for our common stock. These sale prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual prices. Our fiscal year ends December 31.

 

COMMON STOCK PRICE RANGE

 

	2022				2021
	HIGH		LOW		HIGH		LOW
First Quarter	$0.47		$0.12		$0.65		$0.01
Second Quarter	$0.16		$0.12		$0.14		$0.14
Third Quarter	$0.12		$0.12		$0.68		$0.14
Fourth Quarter	$0.38		$0.11		$0.29		$0.13

COMMON STOCK

 

On March 30, 2023, we had 2,301,968 outstanding shares of Common Stock, $0.001 par value per share.

 

On March 30, 2023, we had approximately 85 shareholders of record.

 

Our transfer agent is American Stock Transfer and Trust Company.

 

We have not paid any cash dividends and we do not expect to declare or pay any cash dividends in the foreseeable future. Payment of any cash dividends will depend upon our future earnings, if any, our financial condition, and other factors as deemed relevant by the Board of Directors.

 

SALE OF UNREGISTERED SECURITIES

 

None.

 

Item 6. [Reserved].

 

 

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

 

The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes and the discussions under “Application of Critical Accounting Policies,” which describes key estimates and assumptions we make in the preparation of our financial statements.

 

RESULTS OF OPERATIONS

 

We had a net loss of $227,096 for the year ended December 31, 2022, which was $175,944 fewer than the net loss of $403,040 for the year ended December 31, 2021. The change in our results over the two periods is mainly a result of a decrease in interest expenses.

 

The following table summarizes key items of comparison and their related decrease for the years ended December 31, 2022 and 2021:

 

										Increase (Decrease)
		2022				2021				2022 from 2021
Revenue		$	—			$	—			$	—
Selling, general and administrative expenses			94,092				82,400				11,692
Loss from operations			(94,092	)			(82,400	)			11,692
Interest expense			(133,004	)			(320,640	)			(187,636	)
Net loss		$	(227,096	)		$	(403,040	)		$	(175,944	)

 

10

Revenue

 

We did not earn any revenues during the years ended December 31, 2022 or 2021.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2022, our cash and cash equivalents were $0; total current liabilities were $28,962 and total stockholders’ deficit was $28,451.

 

Working Capital

 

 

		At December 31, 2022				At December 31, 2021
Current assets		$	511			$	1,490
Current liabilities			28,962				6,513,681
Working capital		$	(28,451	)		$	(6,512,191	)

 

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

 

FINANCIAL CONDITION

 

										Increase (Decrease)
		2022				2021				2022 from 2021
Net cash (used in) operating activities		$	—			$	—			$	—
Net cash provided by financing activities			—				—				—
Net increase (decrease) in cash		$	—			$	—			$	—
Cash balance at end of period		$	—			$	—			$	—

 

Operating Activities.

 

We had no cash used in operating activities during the years ended December 31, 2022 and 2021.

 

Financing Activities.

 

We had no cash provided by financing activities during the years ended December 31, 2022 and 2021.

 

To date we have relied on proceeds from the sale of our shares and on loans from officers and directors, related companies and an independent third party in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our officers and directors, related companies or the independent third party will provide us with any future loans. We intend to use debt to cover the anticipated negative cash flows until we can operate at a break-even cash flow mode. We may seek additional capital to fund potential costs associated with possible expansion and/or acquisitions. We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources. Stockholders should assume that any additional funding will likely be dilutive.

 

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

 

Information regarding our outstanding accrued liabilities, note payable and related party transactions are included in the footnotes to the audited financial statements included under “Item 8. Financial Statements and Supplementary Data”, under notes: “3. Accrued Liabilities”; “4. Note Payable”; and “5. Related Party Transactions”.

 

11

FORECAST

 

As described above under “Business”, our management is seeking potential merger or acquisition candidates. In December 2022, coronavirus (COVID-19) is continuing to spread throughout of the world, including the United States. The outbreak of the coronavirus has resulted in a widespread health crisis and has adversely affected the economies and financial markets worldwide, business operations and the conduct of commerce generally. In particular, the global capital markets are experiencing and may continue to experience periods of disruption and instability, which could be prolonged, and which could materially and adversely impact the broader financial and credit markets. Such disruption could have a material adverse effect on our ability to raise additional funds, which in turn could impact our ability to operate as a going concern beyond the next twelve months.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material. See Note 1 of the Notes to Financial Statements included in Item 8 of this Annual Report on Form 10-K for a summary of significant accounting policies and the effect on our financial statements.

 

GOING CONCERN

 

We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report contained herein regarding substantial doubt about our ability to continue as a going concern.

 

During the years ended December 31, 2022 and 2021, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from related parties and independent third parties. We experienced negative financial results as follows:

 

		2022				2021
Net loss		$	(227,096	)		$	(403,040	)
Negative working capital			(28,451	)			(6,512,191	)
Stockholders’ deficit			(28,451	)			(6,512,191	)

 

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.

 

Our current operations are primarily funded by Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Mr. Cheng Yew Siong.

 

These steps have provided us with the cash flows to continue our business, but have not resulted in significant improvement in our financial position. We are considering alternatives to address our cash flow situation that include:

 

	·	Raising capital through additional sale of our common stock and/or debt securities.
	·	Reducing cash operating expenses to levels that are in line with current revenues.

 

These alternatives could result in substantial dilution of existing stockholders. There can be no assurance that our current financial position can be improved, that we can raise additional working capital or that we can achieve positive cash flows from operations. Our long-term viability as a going concern is dependent upon the following:

 

	·	Our ability to locate sources of debt or equity funding to meet current commitments and near-term future requirements.
	·	Our ability to achieve profitability and ultimately generate sufficient cash flow from operations to sustain our continuing operations.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

 

12

Item 8. Financial Statements and Supplementary Data.

 

LOGICQUEST TECHNOLOGY, INC.

FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 

 

TABLE OF CONTENTS

 

	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2
Financial Statements:
Balance Sheets as of December 31, 2022 and 2021	F-3
Statements of Operations for the years ended December 31, 2022 and 2021	F-4
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021	F-5
Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-6
Notes to Financial Statements	F-7

 

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Board of Directors of

Logicquest Technology, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Logicquest Technology, Inc. (the “Company”) as of December 31, 2022 and 2021 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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 audits 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 Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

 

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor since 2005.

Princeton, New Jersey

March 30, 2023

 

 

F-2

LOGICQUEST TECHNOLOGY, INC.

BALANCE SHEETS

 

		DECEMBER 31,				DECEMBER 31,
		2022				2021
ASSETS
Current assets:
Prepaid expenses and other current assets		$	511			$	1,490
Total current assets			511				1,490
Total assets		$	511			$	1,490
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities		$	28,962			$	4,126,002
Due to related party			—				1,050,079
Note payable			—				1,337,600
Total current liabilities			28,962				6,513,681
Stockholders’ deficit:
Undesignated preferred stock, $.001 par value, 9,999,942 shares authorized, none issued and outstanding			—				—
Series C Convertible Non-Redeemable preferred stock, $.001 par value, 48 shares authorized, issued and outstanding at December 31, 2022 and 2021; $12,500 per share liquidation preference ($600,000 aggregate liquidation preference at December 31, 2022)			—				—
Series D Convertible Non-Redeemable preferred stock, $.001 par value, 10 shares authorized, issued and outstanding at December 31, 2022 and 2021; $8,725 per share liquidation preference ($87,250 aggregate liquidation preference at December 31, 2022)			—				—
Common stock, $0.001 par value, 200,000,000 shares authorized, 2,301,968 shares issued and outstanding at December 31, 2022 and 2021			2,302				2,302
Additional paid-in capital			29,198,773				22,487,937
Accumulated deficit			(29,229,526	)			(29,002,430	)
Total stockholders’ deficit			(28,451	)			(6,512,191	)
Total liabilities and stockholders’ deficit		$	511			$	1,490

 

 

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

 

F-3

LOGICQUEST TECHNOLOGY, INC.

STATEMENTS OF OPERATIONS

 

		FOR THE YEARS ENDED
		DECEMBER 31,
		2022				2021
Operating expenses
Selling, general and administrative expenses		$	94,092			$	82,400
Loss from operations			(94,092	)			(82,400	)
Interest expense			(133,004	)			(320,640	)
Total other expenses			(227,096	)			(320,640	)
Net loss		$	(227,096	)		$	(403,040	)
Net loss per share – basic and diluted		$	(0.10	)		$	(0.18	)
Basic and diluted weighted average shares outstanding			2,301,968				2,301,968

 

 

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

 

 

 

 

F-4

LOGICQUEST TECHNOLOGY, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 

										PREFERRED STOCK																ADDITIONAL
		COMMON STOCK								SERIES C								SERIES D								PAID-IN				ACCUMULATED
		SHARES				CAPITAL				SHARES				CAPITAL				SHARES				CAPITAL				CAPITAL				DEFICIT				TOTAL
Balance at December 31, 2020			2,301,968			$	2,302				48			$	—				10			$	—			$	22,487,937			$	(28,599,390	)		$	(6,109,151	)
Net loss			—				—				—				—				—				—				—				(403,040	)			(403,040	)
Balance at December 31, 2021			2,301,968			$	2,302				48			$	—				10			$	—			$	22,487,937			$	(29,002,430	)		$	(6,512,191	)
Net loss			—				—				—				—				—				—				—				(227,096	)			(227,096	)
Settlement of liabilities with a related party			—				—				—				—				—				—				6,710,836				—				6,710,836
Balance at December 31, 2022			2,301,968			$	2,302				48			$	—				10			$	—			$	29,198,773			$	(29,229,526	)		$	(28,451	)

 

 

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

 

 

F-5

LOGICQUEST TECHNOLOGY, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

 

		2022				2021
Cash flows from operating activities:
Net loss		$	(227,096	)		$	(403,040	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			979				(351	)
Accrued liabilities			226,117				403,391
Net cash used in operating activities			—				—
Net decrease in cash and cash equivalents			—				—
Cash and cash equivalents at beginning of year			—				—
Cash and cash equivalents at end of year		$	—			$	—
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—
Non-cash transactions:
Assignment of third-party liabilities to a related party		$	5,577,937			$	—
Settlement of liabilities with a related party		$	6,710,836			$	—
Operating expenses directly paid by a related party		$	82,820			$	79,986

 

 

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

 

 

 

 

 

 

F-6

LOGICQUEST TECHNOLOGY, INC.

NOTES TO FINANCIAL STATEMENTS

 

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Logicquest Technology, Inc. (“we”, “our”, the “Company”) is a Nevada Corporation that previously consisted of the networking service (carrier/circuit) business. It provided internet connectivity to corporate clients on a subscription basis; essentially operating as a value-added provider until it ceased operations effective June 30, 2014.

 

The Company was originally incorporated as Solis Communications, Inc. on July 23, 2001 and adopted a name change to Crescent Communications Inc. upon completion of a reverse acquisition of Berens Industries, Inc. In 2004, we changed our name to Bluegate Corporation (“Bluegate”). On March 19, 2015, the Company changed its name to Logicquest Technology, Inc. (“Logicquest”).

 

The Company currently has no operations and the Company’s Board of Directors is currently seeking investment opportunities.

 

Following is a summary of the Company’s significant accounting policies:

 

SIGNIFICANT ESTIMATES

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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 dates of the financial statements and the reported amounts of revenues and expenses during the periods. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our financial statements as of and for the year ended December 31, 2022. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

 

RELATED PARTY TRANSACTIONS

 

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

For certain of the Company’s financial instruments, including prepaid expenses and accrued liabilities, the carrying amounts approximate fair values due to their short maturities.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

 

It is not, however, practical to determine the fair value of amounts due to related parties and lease and management arrangement with related parties, if any, due to their related party nature.

 

INCOME TAXES

 

The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.

 

F-7

LOGICQUEST TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS, CONTINUED

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.

 

LOSS PER SHARE

 

Basic and diluted net loss per share is computed on the basis of the weighted average number of shares of common stock outstanding during each period. The Company does not have any potentially dilutive instruments for the years ended December 31, 2022 and 2021. Accordingly, basic and diluted losses per share were identical for the years ended December 31, 2022 and 2021.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

All new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

 

2. GOING CONCERN CONSIDERATIONS

 

During the years ended December 31, 2022 and 2021, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from a related party. We experienced negative financial results as follows:

 

		2022				2021
Net loss		$	(227,096	)		$	(403,040	)
Negative working capital			(28,451	)			(6,512,191	)
Stockholders’ deficit			(28,451	)			(6,512,191	)

 

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.

 

Our current operations are primarily funded by Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Mr. Cheng Yew Siong.

 

3. ACCRUED LIABILITIES

 

The accrued liabilities are summarized below:

 

Schedule of accrued liabilities
		2022				2021
Accrued interest on note payable		$	—			$	3,270,833
Accrued general and administrative expenses			28,962				18,669
Unsecured liability			—				109,000
Other payable			—				727,500
Accrued liabilities		$	28,962			$	4,126,002

 

The accrued interest on note payable, unsecured liability and other payable balances as of December 31, 2021 represented payable owed to Tang Chuan Choon, a third party. In June 2022, Tang Chuan Choon signed an agreement with Logicquest Technology Limited, pursuant to which such balances were assigned to Logicquest Technology Limited. As a result, such balances were reduced to $0 as of December 31, 2022. Also see Note 4 and Note 5.

 

4. NOTE PAYABLE

 

The Company’s note payable balance is nil and $1,337,600 respectively at December 31, 2022 and 2021. The note payable is unsecured, bears 15% interest per annum and is due on demand. The Company agreed to pay a late charge in the amount of $10,000 on any interest payment more than 15 days’ delinquent. During the years ended December 31, 2022 and 2021, the Company incurred interest expenses of $133,004 and $320,640 respectively. In June 2022, the note payable in the amount of $1,337,600 was assigned to Logicquest Technology Limited. Thus, the balances of note payable was reduced to $0 as of December 31, 2022. Also see Note 5.

 

F-8

LOGICQUEST TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS, CONTINUED

 

 

5. RELATED PARTY TRANSACTIONS

 

Due to Relate Party

 

The due to related party is summarized below:

 

Schedule of Due to Related Party
		2022				2021
Due to Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Cheng Yew Siong		$	—			$	1,050,079

 

The balance due to Logicquest Technology Limited as of December 31, 2021 represented expenses paid by Logicquest Technology Limited on behalf of the Company. During the year ended December 31, 2022 and 2021, Logicquest Technology Limited paid operating expenses of $82,820 and $79,986, respectively, on behalf of the Company. The balance due to related party is unsecured, does not bear interest and is due on demand.

 

In June 2022, as described in Note 3 and 4, Tang Chuan Choon, a third party, signed an agreement with Logicquest Technology Limited, pursuant to which Tang Chuan Choon assigned his receivable from the Company, included in the Company’s balance sheet as note payable and accrued liabilities balances, in the aggregate amount of $5,577,937, to Logicquest Technology Limited, who then signed an agreement with the Company and settled the balances for $1. The transaction was closed as of June 30, 2022. The settlement was account for as a transaction under common control and the difference between amount paid and amount settled was recorded in equity.

 

In September and December 2022, Logicquest Technology Limited signed agreements with the Company and settled the remaining balances of due to related party of $1,113,773 and $19,126 for $1, respectively. The settlements were account for as transactions under common control and the difference between amount paid and amount settled was recorded in equity.

 

Below is a summary of the transactions described above.

 

Schedule of Related Party Transactions
		2022				2021
Liabilities assigned to Logicquest Technology Limited on June 26, 2022		$	5,577,937			$	—
Liabilities settled with Logicquest Technology Limited on June 29, 2022		$	(5,577,937	)		$	—
Liabilities settled with Logicquest Technology Limited on September 29, 2022		$	(1,113,773	)		$	—
Liabilities settled with Logicquest Technology Limited on December 30, 2022		$	(19,126	)		$	—

 

 

F-9

LOGICQUEST TECHNOLOGY, INC. NOTES TO FINANCIAL STATEMENTS, CONTINUED

6. INCOME TAXES

 

On December 22, 2017 U.S. tax reform legislation known as the Tax Cuts and Jobs Act (the “2017 Act”) was signed into law. The 2017 Act made substantial changes to U.S. tax law, including a reduction in the corporate tax rate from 34% to 21%, a limitation on deductibility of interest expense, a limitation on the use of net operating losses to offset future taxable income, the allowance of immediate expensing of capital expenditures, deemed repatriation of foreign earnings through a transition tax and significant changes to the taxation of foreign earnings going forward. As a result of the 2017 Act, NOL carryforwards generated in years beginning after December 31, 2017 would carryforward indefinitely, and would apply to 80% of future taxable income. Under the Act, carrybacks of NOLs were disallowed. In March 2021, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted providing a five-year carryback for losses incurred in 2018, 2019, 2020 or 2021, which allows companies to modify tax returns up to five years prior to offset taxable income from those tax years. The CARES Act also suspended the NOL limit of 80% of taxable income, but the NOLs generated in 2018 and forward will still carryforward indefinitely.

 

The composition of deferred tax assets at December 31, 2022 and 2021 were as follows:

 

		2022				2021
Deferred tax assets
Benefit from carryforward of net operating loss		$	2,333,496			$	2,285,638
Less valuation allowance			(2,333,496	)			(2,285,638	)
Net deferred tax asset		$	—			$	—

 

The difference between the income tax benefit in the accompanying statement of operations and the amount that would result if the U.S. Federal statutory rate of 21% were applied to pre-tax loss for 2022 and 2021, is attributable to the valuation allowance.

 

At December 31, 2022, for federal income tax reporting purposes, the Company has $9,108,809 in unused net operating losses available for carryforward to future years which will expire in various years through 2037, and $2,003,078 that will carryforward indefinitely.

 

7. COMMITMENTS AND CONTINGENCIES

 

On May 27, 2016, the Company entered into an agreement for the lease of a virtual office in Princeton, NJ for monthly rental of $200. The lease began on May 12, 2016 on monthly basis and can be cancelled at either party’s discretion with a three-month notice.

 

 

 

 

 

 

F-10

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

 

None.

 

Item 9A. Controls and Procedures.

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act are recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officer, to allow timely decisions regarding required disclosure. Management, with the participation of our principal executive and financial officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2022. Based on that evaluation and as described below under “Management’s Report on Internal Control over Financial Reporting,” we have identified material weaknesses in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) ). These weaknesses involve our lack of experience with U.S. GAAP requirements, as described in more detail in the next section. Solely as a result of these material weaknesses, our management, including our principal executive and financial officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2022.

 

Management’s Annual Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed 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.

 

The Company’s internal control over financial reporting included policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Logicquest Technology, Inc.; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Logicquest Technology, Inc.’s assets that could have a material effect on our financial statements.

 

Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of Logicquest Technology, Inc.’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on that evaluation, our management concluded that, due to the material weaknesses described below, our internal control over financial reporting was not effective as of December 31, 2022.

 

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

 

Based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2022, due to insufficiently qualified internal accounting and other finance personnel with an appropriate level of U.S. GAAP knowledge and experience, and lack of segregation of duties. Management believes that our lack of experience with U.S. GAAP and lack of segregation of duties constitute material weaknesses in our internal control over financial reporting.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities Exchange Commission that permit the company to provide only management’s report in this annual report.

 

13

Remediation Plan

 

We consider the following remediation options, or some combination thereof: (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes that occurred during the fourth quarter of the fiscal year covered by the Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 

None.

 

14

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

The following table sets forth the name, age, positions and offices or employments as of December 31, 2022, of our executive officers and directors. Members of the Board of Directors are elected and hold office until their successors are elected and qualified. All of the officers serve at the pleasure of the Board of Directors of the Company.

 

NAME		AGE		POSITION
Cheng Yew Siong (a)		45		Director/Chief Financial Officer

———————

(a)	Effective September 13, 2014, Mr. Cheng Yew Siong was appointed by the Board of Directors to the office of Chief Financial Officer

 

Mr. Cheng, Yew Siong was appointed director and CFO on September 13, 2014. After completing his education in Singapore, Mr. Cheng served two (2) years in the Singapore Police Force as an officer, before leaving the force to start his private sector career path. Mr. Cheng started off as a hardware store manager, providing fixture and interior renovation products and services to the mass consumers. Through hard work and perseverance, he managed to achieve a sales track record of 700 households per annum. From April 2009, Mr. Cheng used his savings to start a Japanese restaurant in Singapore, and maintained the business and its steady revenues and profits until 2013.

 

BOARD LEADERSHIP STRUCTURE

 

Our Board of Directors (currently consisting solely of Mr. Siong) has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.

 

RISK OVERSIGHT 

 

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors (currently consisting solely of Mr. Siong) discusses risks throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

 

ARRANGEMENTS BETWEEN OFFICERS AND DIRECTORS

 

To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

 

OTHER DIRECTORSHIPS

 

No director of the Company is also a director of issuers with a class of securities registered under Section 12 of the Exchange Act (or which otherwise are required to file periodic reports under the Exchange Act).

 

15

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 

To the best of our knowledge, none of our directors or executive officers were involved in any of the following during the past ten years: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, (5) being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

STOCKHOLDER COMMUNICATIONS WITH THE BOARD 

 

A stockholder who wishes to communicate with our Board of Directors (consisting solely of Mr. Siong) may do so by directing a written request addressed to our CFO, Logicquest Technology, Inc., 5 Independence Way, Suite 300, Princeton, NJ, U.S.A. 08540, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Secretary will not open the communication, but will note the date the communication was received and promptly forward the communication to the director(s) to whom it is addressed.

 

DIRECTOR INDEPENDENCE

 

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets. The OTC Pink Market does not require us to have independent members of our Board of Directors. We do not identify our sole member of our Board of Directors, Mr. Siong, as being independent.

 

DELINQUENT SECTION 16(A) REPORTS

 

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons also are required to furnish us with copies of all Section 16(a) forms they file. While the beneficial ownership by our officers and directors has been disclosed in this Form 10-K and other SEC filings, our officers have not filed the required Section 16(a) reports.  Until our officers and directors do so, we are not in compliance with Section 16(a) of the Exchange Act and Mr. Siong and Mr. Ang Woon Han, our majority stockholders in particular are deficient in their Section 16(a) reporting obligations.

 

CODE OF ETHICS

 

We have a Code of Ethics that applies to our principal executive officers and our principal financial officers. We undertake to provide to any person, without charge, upon request, a copy of our Code of Ethics. You may request a copy of our Code of Ethics by mailing your written request to us. Your written request must contain the phrase “Request for a Copy of the Code of Ethics of Logicquest Technology, Inc.” Our address is: Logicquest Technology, Inc., 5 Independence Way, Suite 300, Princeton, NJ, U.S.A. 08540.

 

BOARD OF DIRECTORS MEETINGS

 

During the fiscal year ended December 31, 2022, the Board of Directors did not hold any meetings.

 

NOMINATING COMMITTEE

 

We do not have any nominating committee of the Board, or committee performing a similar function.

 

16

AUDIT COMMITTEE

 

In March 2005, our Board adopted our Audit Committee Charter (the "Charter") which established our Audit Committee. There are no current members of the audit committee and our Board of Directors serves as the audit committee. We do not have an audit committee financial expert serving on its audit committee. We are currently pursuing the recruitment of an independent director who is also a financial expert to be the audit committee.

 

COMPENSATION COMMITTEE

 

In August 2007, our Board adopted our Compensation Committee Charter. The Compensation Committee administers the Company’s incentive plans, sets policies that govern executives’ annual compensation and long-term incentives. There are no current members of the Compensation Committee and our Board of Directors serves as the Compensation Committee.

 

Item 11. Executive Compensation.

 

The following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year, if any; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”).

 

SUMMARY COMPENSATION TABLE

Name and principal position		Year		Salary ($)		All Other Compensation ($)		Total ($)
Cheng Yew Siong (1)		2022		—		—		—
CFO/Director		2021		—		—		—
Ang Woon Han (2)		2022		—		—		—
Former President/Director		2021		—		—		—

———————

(1)	Mr. Cheng Yew Siong had agreed that until the Company begins to attain cash flow he will not receive any salary.
(2)	On February 26, 2019, Mr. Ang Woon Han resigned from the Company as Chief Executive Officer/President, Secretary and a member of the Board of Directors.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2022

 

Our Named Executive Officers did not hold any outstanding equity awards as at the year ended December 31, 2022.

 

EMPLOYMENT AGREEMENTS AND KEY MAN INSURANCE

 

Employment Agreements

 

The Company does not have any employment agreements in place with any of its executive officers.

 

Key Man Insurance

 

The Company does not hold “Key Man” life insurance on any of its officers or directors.

 

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

 

The following table sets forth as of information concerning the number of shares of common stock owned beneficially as of March 30, 2023 which was 2,301,968 shares of common stock issued and outstanding that is held by: (i) each person (including any group) known by us to own more than five (5%) of any class of our voting securities, (ii) each of our directors and executive officers, and (iii) our officers and directors as a group.

 

17

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and/or investing power with respect to securities. We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Additionally, shares of common stock subject to options, warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days of March 30, 2023, are deemed to be outstanding and to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

 

We believe that, except as otherwise noted and subject to applicable community property laws, each person named in the following table has sole investment and voting power with respect to the shares of common stock shown as beneficially owned by such person. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 5 Independence Way, Suite 300, Princeton, NJ, U.S.A. 08540.

 

TITLE OR CLASS		NAME AND ADDRESS OF BENEFICIAL OWNER		AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP		PERCENT OF CLASS (1)
Common Stock		Cheng Yew Siong		0		0%
		All executive officers and directors as a group (1 Person)		0		0%
Common Stock		Ang Woon Han 2001, Block B, Tianyuangang Center, Chaoyang District, Beijing, Peoples Republic of China 100027		1,276,013 (2)		55.4%
Common Stock		William Koehler 1602 Lynnview Drive, Houston, Texas 77055		127,891		5.56%
Series C Convertible Preferred Stock (3)		Ang Woon Han 2001, Block B, Tianyuangang Center, Chaoyang District, Beijing, Peoples Republic of China 100027		48		100%
Series D Convertible Preferred Stock (3)		Ang Woon Han 2001, Block B, Tianyuangang Center, Chaoyang District, Beijing, Peoples Republic of China 100027		10		100%

———————

(1)	The percentage of beneficial ownership of Common Stock is based on 2,301,968 shares of Common Stock outstanding as of March 30, 2023 and includes all shares of Common Stock issuable upon the exercise of outstanding options, warrants or conversion of preferred shares to purchase Common Stock.
(2)	Of the 1,276,013 shares beneficially owned by Mr. Ang Woon Han (i) 1,203,513 are common shares owned indirectly by Mr. Ang through AST Exchange Agent Co., who is the transfer agent holding shares to be exchanged upon the surrender of the pre-reverse stock split certificates, and (ii) 72,500 are common shares issuable upon the conversion of preferred shares.
(3)	Each share of Series C Convertible Preferred Stock is convertible into 1,250 shares of common stock (after adjusting for our prior 1-for-20 reverse stock split).  Each share of Series C Convertible Preferred Stock has 15 times the number of votes its conversion-equivalent number of shares of common stock, or 18,750 votes per share of Series C Preferred Stock. Each share of Series D Preferred Stock may be converted, at the option of the shareholder, into 1,250 shares of common stock (after adjusting for our prior 1-for-20 reverse stock split). Each share of Series D Preferred Stock has 150 times the number of votes its conversion-equivalent number of shares of common stock, or 187,500 votes per share of Series D Preferred Stock. The Series C Convertible Preferred Stock and Series D Convertible Preferred Stock vote along with the common stock on all matters requiring a vote of shareholders and are not redeemable by us.

 

On September 11, 2014, SAIC, the Company’s majority shareholder, sold to Mr. Ang Woon Han 1,203,513 shares of common stock, 48 shares of Series C Convertible preferred stock and 10 shares of Series D Convertible preferred stock. As a result, Mr. Ang owns 52% of our common stock without taking into account the super voting power of the Preferred stock, and 78% when taking into account the super voting power of the Preferred Stock.

 

 

 

18

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
PLAN CATEGORY:		(a)				(b)				(c)
Equity compensation plans approved by security holders			—			$	—				—
Equity compensation plans not approved by security holders			—			$	—				93,365	(1)

———————

(1)	These shares are the remaining shares reserved and available for issuance under our 2005 Stock and Stock Option Plan (the 2005 Plan).

 

EMPLOYEE STOCK OPTION PLANS

 

The Company had adopted the 2002 Stock and Stock Option Plan under which incentive stock options for up to 22,500 common shares may be awarded to officers, directors and key employees. The plan was designed to attract and reward key executive personnel. As of December 31, 2009, we had granted all 22,500 awards under the 2002 stock plan and all awards granted under the 2002 stock plan have expired prior hereto. The 2002 stock plan has been terminated.

 

In 2005 we adopted the 2005 Stock and Stock Option Plan (the "2005 Plan"). The purpose of the 2005 Plan is to further our interests, our subsidiaries and our stockholders by providing incentives in the form of stock options to key employees, consultants, directors and others who contribute materially to our success and profitability. The grants recognize and reward outstanding individual performances and contributions and will give such persons a proprietary interest in us, thus enhancing their personal interest in our continued success and progress. The 2005 Plan also assists us and our subsidiaries in attracting and retaining key employees and Directors. The 2005 Plan is administered by the Board of Directors. The Board of Directors has the exclusive power to select the participants in the 2005 Plan, to establish the terms of the stock and options granted to each participant, provided that all options granted shall be granted at an exercise price equal to at least 85% of the fair market value of the common stock covered by the option on the grant date and to make all determinations necessary or advisable under the 2005 Plan. The maximum aggregate number of shares of common stock that may be granted or optioned and sold under the Plan is 150,000 shares. As of December 31, 2022, 150,000 shares of common stock have been granted pursuant to the 2005 Plan.

 

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

 

During the years ended December 31, 2022 and 2021, the Company engaged in related party transactions as follows:

 

Accrued liabilities to related parties:

 

During the year ended December 31, 2022 and 2021, Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Mr. Cheng Yew Siong, paid operating expenses of $82,820 and $79,986, respectively, on behalf of the Company. The balance due to related party is unsecured, does not bear interest and is due on demand.

 

In June 2022, Tang Chuan Choon, a third party, signed an agreement with Logicquest Technology Limited, pursuant to which Tang Chuan Choon assigned his receivable from the Company, included in the Company’s balance sheet as note payable and accrued liabilities balances, in the aggregate amount of $5,577,937, to Logicquest Technology Limited, who then signed an agreement with the Company and settled the balances for $1. The transaction was closed as of June 30, 2022. The settlement was account for as a transaction under common control and the difference between amount paid and amount settled was recorded in equity.

 

In September and December 2022, Logicquest Technology Limited signed agreements with the Company and settled the remaining balances of due to related party of $1,113,773 and $19,126 for $1, respectively. The settlements were account for as transactions under common control and the difference between amount paid and amount settled was recorded in equity.

 

As of December 31, 2022, and 2021, $0 and $1,050,079, respectively, are payable by us to Logicquest Technology Limited in regards to expenses that were paid on our behalf by Logicquest Technology Limited.

 

Equity Related:

 

As of December 31, 2022, the Company has outstanding: (i) 2,301,968 shares of common stock and, (ii) preferred stock that are convertible into 72,500 shares of common stock, resulting in on a fully diluted basis, 2,374,468 shares of common stock. The Company has 200,000,000 shares of common stock authorized by our Articles of Incorporation.

 

DIRECTOR INDEPENDENCE.

 

Our common stock is currently quoted on the OTC Pink Market maintained by OTC Markets. The OTC Pink Market does not require us to have independent members of our Board of Directors. We do not identify our sole member of our Board of Directors, Mr. Siong, as being independent.

 

19

REVIEW, APPROVAL AND RATIFICATION OF RELATED PARTY TRANSACTIONS

 

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. However, all of the transactions described above were approved and ratified by our director(s). In connection with the approval of the transactions described above, our director(s) took into account various factors, including his fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

 

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors. On a moving forward basis, our sole director will continue to approve any related party transaction based on the criteria set forth above.

 

Item 14. Principal Accountant Fees and Services.

 

OUR INDEPENDENT ACCOUNTANT

 

In 2005, our Board of Directors selected as our independent accountant the CPA firm of MaloneBailey, LLP ("MB"). MB audited our financial statements for the years ended December 31, 2022 and 2021.

 

1. AUDIT FEES.

 

Our audit fees for the years ended December 31, 2022 and 2021 were as follows:

 

2022				2021
$	28,995			$	20,000

 

2. TAX FEES.

 

Our tax return fees for the years ended December 31, 2022 and 2021 were as follows:

 

2022				2021
$	—			$	—

 

3. ALL OTHER FEES.

 

2022				2021
$	—			$	—

 

PRE-APPROVAL POLICIES.

 

Our Audit Committee (or the members of the board of directors acting in the capacity of the Audit Committee) does not pre-approve any work of our independent registered public accounting firm, but rather approves independent auditor engagements before each engagement.

 

PERCENTAGE OF SERVICES APPROVED BY OUR AUDIT COMMITTEE.

 

There were no services performed by our independent registered public accounting firm of the type described in Item 9(e)(2) of Schedule 14A. Our Audit Committee (or the members of the board of directors acting in the capacity of the Audit Committee) considers that the work done for us by MB is compatible with maintaining MB's independence.

 

 

20

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Filed/ Furnished Herewith

Form

Exhibit

Filing Date/ Period End Date

File  Number

3.2

Certificate of Designation of Series C Preferred Stock

8-K

4.1

7/3/2007

000-22711

3.3

Certificate of Designation of Series D Preferred Stock

8-K

4.1

5/26/2010

000-22711

4.1

Description of Securities of the Registrant

10-K

4.1

3/31/2021

000-22711

31.1

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Filed

32.1

Certification of Principal Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Furnished

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Filed

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed

 

Item 16. Form 10-K Summary.

 

None.

 

 

21

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	LOGICQUEST TECHNOLOGY, INC.
March 30, 2023	By:	/s/ Cheng Yew Siong
		Cheng Yew Siong
		Chief Financial Officer and Principal Accounting Officer and Director (Principal Executive Officer and Principal Financial/Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

March 30, 2023	By:	/s/ Cheng Yew Siong
		Cheng Yew Siong
		Chief Financial Officer and Principal Accounting Officer and Director (Principal Executive Officer and Principal Financial/Accounting Officer)

 

 

 

 

 

 

22

EXHIBIT INDEX

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Filed/ Furnished Herewith

Form

Exhibit

Filing Date/ Period End Date

File  Number

3.2

Certificate of Designation of Series C Preferred Stock

8-K

4.1

7/3/2007

000-22711

3.3

Certificate of Designation of Series D Preferred Stock

8-K

4.1

5/26/2010

000-22711

4.1

Description of Securities of the Registrant

10-K

4.1

3/31/2021

000-22711

31.1

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Filed

32.1

Certification of Principal Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Furnished

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Filed

101.SCH

Inline XBRL Taxonomy Extension Schema Document

Filed

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Filed

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

Filed

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

Filed

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Filed

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed