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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.C. 20549

———————

FORM 10-K

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

~~For~~☒ ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~UNDER ~~ended:~~SECTION ~~December~~13 ~~31,~~OR ~~2022~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended December 31, 2023

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

For the transition period from ~~____~~ to ~~____~~

~~Commission~~COYNI, ~~file number: 000-22711~~INC.

~~LOGICQUEST~~(EXACT ~~TECHNOLOGY,~~NAME ~~INC.~~OF REGISTRANT AS SPECIFIED IN CHARTER)

(Exact name of Registrant as Specified in Its Charter)

Nevada		000-22711		76-0640970
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(COMMISSION FILE NO.)		(IRS EMPLOYEE IDENTIFICATION NO.)

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

3131 Camino Del Rio N, Suite 1400, San Diego, CA 92108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

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

(855) 201-1613
(ISSUER TELEPHONE NUMBER)

~~Registrant's~~Securities ~~telephone~~registered ~~number,~~under ~~including~~Section ~~area~~12(b) ~~code~~of ~~609-514-5136~~the Exchange Act: None.

Securities registered ~~pursuant~~under to Section 12(bg) of the Exchange Act:

~~Title~~Common ofStock, ~~each~~$0.0001 ~~class~~par ~~Trading~~value ~~Symbol~~per share (s)Title ~~Name~~ of ~~each exchange on which registered None None None~~Class)

~~Securities~~Check ~~registered~~whether ~~pursuant~~the toregistrant ~~Section 12(g)~~ is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes ☐ No ☒

~~Common~~Check ~~Stock,~~whether ~~$0.001~~the ~~par~~registrant ~~value~~is ~~per~~not ~~share~~required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☒ No ☐

Check whether the registrant (~~Title~~1) has filed all reports required to be filed by Section 13 or 15(d) of ~~Class~~the Exchange Act 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 if whether the registrant ishas asubmitted ~~well-known~~electronically ~~seasoned~~every ~~issuer,~~Interactive asData ~~defined~~File inrequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the ~~Securities~~preceding ~~Act~~12 months (or for such shorter period that the registrant was required to submit such files). Yes ~~☐ No~~ ☒ No ☐

~~Indicate~~Check byif ~~check~~there ~~mark~~is ~~if the~~no ~~registrant~~disclosure isof ~~not~~delinquent ~~required~~filers in response to ~~file~~Item ~~reports~~405 ~~pursuant~~of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained, to ~~Section 13~~the best of registrant’s knowledge, in definitive proxy or ~~Section 15(d)~~information statements incorporated by reference in Part III of ~~the~~this ~~Act~~Form 10-K or any amendment to this Form 10-K. ~~Yes~~ ~~☐ No~~ ☒

~~Indicate~~Table ~~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 ☐Contents

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated ~~Interactive~~filer, ~~Data~~an ~~File~~accelerated ~~required~~filer, toa benon-accelerated ~~submitted~~filer, ~~pursuant~~a tosmaller ~~Rule~~reporting ~~405~~company, ofor ~~Regulation~~an ~~S-T during~~emerging growth company. See the ~~preceding~~definitions 12of ~~months~~“large ~~(or~~accelerated ~~for~~filer,” ~~such~~“accelerated ~~shorter~~filer,” ~~period~~“non-accelerated ~~that~~filer,” ~~the~~“smaller ~~registrant~~reporting ~~was~~company,” ~~required~~and to“emerging ~~submit~~growth ~~such~~company” ~~files)~~in Rule 12b-2 of the Exchange Act. ~~Yes þ No ☐~~

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, ~~smaller~~☐ Smaller reporting company, or☒ anEmerging ~~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~~If ~~accelerated~~an ~~filer~~emerging ☐growth ~~Accelerated~~company, ~~filer~~indicate ☐by ~~Non-accelerated~~check ~~filer~~mark ☒if ~~Smaller~~the ~~reporting~~registrant ~~company~~has ☒elected ~~Emerging~~not ~~growth~~to ~~company~~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. ☐

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~~oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

AsThe ~~of June 30, 2022, the~~ aggregate market value of the ~~voting and non-voting~~ common ~~equity~~stock held by non-affiliates of the ~~registrant~~issuer ~~computed~~(based byon ~~reference~~a tovaluation ~~the~~of ~~price~~$0.40 ~~at which~~per ~~the~~share) ~~common equity~~ was ~~last~~$921K ~~sold~~as ~~based~~of onJune ~~the closing price on that date was approximately $128~~30,~~519~~ 2023.

OnAs ~~March~~of ~~30, 2023,~~ the ~~registrant~~most ~~had~~recent ~~outstanding~~practicable 2date, there were 101,301,968 shares of ~~Common~~common ~~Stock~~stock issued and outstanding, ~~$0.001~~with a par value ~~per share~~$0.001.

~~Documents~~Table ~~Incorporated~~of ~~by Reference~~Contents

None.

TABLE OF CONTENTS

		PAGE
		Page
PART I	~~PART I~~
Item 1.	Business	14
Item 1A.	Risk Factors	58
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	8
Item 2.	Properties	9
Item 3.	Legal Proceedings	8
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	8
Item 4.	Mine Safety Disclosures	9
PART II
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	[Reserved]	9
Item 6.	[Reserved]	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	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~~12
Item 9.	Changes In and Disagreements ~~with~~With Accountants Onon Accounting and Financial Disclosure	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	14
Item 9C.	Disclosure Regarding Foreign ~~Jurisdictions~~that Jurisdiction that Prevent Inspections	14
PART III	~~PART III~~
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	1716
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	1918
Item 14.	Principal Accountant Fees and Services	2018
PART IV	~~PART IV~~
Item 15.	Exhibits, ~~and~~ Financial Statement Schedules	2119
Item 16.	Form 10–K Summary	21
SIGNATURES		22

iTable of Contents

PART I

~~Item~~Special 1.Note ~~Business.~~Regarding Forward-Looking Statements

~~Cautionary~~Information ~~Statement~~included ~~Regarding~~or incorporated by reference in this Annual Report on Form 10-K contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-~~Looking~~looking ~~Information~~statements may contain the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, and are subject to numerous known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties identified in this Report, including the matters set forth under the captions “Risk Factors” and in the Company’s other SEC filings. These risks and uncertainties could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.

~~This~~Although forward-looking statements in this Annual Report on Form 10-K ~~(this~~reflect ~~“Report”) contains~~the ~~forward-looking~~good faith judgment of our management, such statements ~~within~~can ~~the~~only ~~meaning~~be ofbased ~~Section~~on ~~27A~~facts ofand ~~the~~factors ~~Securities~~currently ~~Act~~known ofby ~~1933~~us. Consequently, asforward-looking ~~amended~~statements ~~(the~~are ~~“Securities Act”),~~inherently ~~and~~subject ~~Section~~to ~~21E~~risks ofand ~~the~~uncertainties, ~~Securities~~and ~~Exchange~~actual ~~Act~~results ofand ~~1934,~~outcomes asmay ~~amended~~differ (materially from the ~~“Exchange~~results ~~Act”).~~and Inoutcomes ~~some~~discussed ~~cases,~~in ~~you~~or ~~can identify~~anticipated by the forward-looking statements. byFactors ~~the~~that ~~following~~could ~~words:~~cause ~~“anticipate,”~~or ~~“believe,”~~contribute ~~“continue,”~~to ~~“could,” “estimate,”~~such ~~“expect,”~~differences ~~“intend,”~~in ~~“may,”~~results ~~“ongoing,”~~and ~~“plan,”~~outcomes ~~“potential~~include,~~” “predict,”~~ ~~“project,”~~without ~~“should~~limitation,” orthose specifically addressed under the ~~negative~~heading of“Risk ~~these~~Factors ~~terms~~Related orto ~~other~~Our ~~comparable~~Business” ~~terminology~~below, ~~although not~~as ~~all~~well ~~forward-looking~~as ~~statements~~those ~~contain~~discussed ~~these~~elsewhere ~~words.~~in ~~Forward~~this Annual Report on Form 10-~~looking~~K. ~~statements~~Readers are urged not ato ~~guarantee~~place ofundue ~~future~~reliance ~~performance~~on orthese ~~results~~forward-looking statements, ~~and~~ ~~will~~which ~~not~~speak ~~necessarily~~only beas ~~accurate~~of ~~indications~~the date of ~~the~~this ~~times~~Annual ~~at,~~Report oron ~~by,~~Form ~~which~~10-K. ~~such~~We ~~performance~~file orreports ~~results~~with ~~will~~the beSecurities ~~achieved~~and Exchange Commission (“SEC”). WeYou ~~cannot assure~~can ~~you~~read ~~that~~and copy any materials we file with the ~~forward-looking~~SEC ~~statements~~at inthe ~~this~~SEC’s ~~Report~~Public ~~will~~Reference ~~prove~~Room, to100 beF. ~~accurate~~Street, ~~and~~NE, ~~therefore~~Washington, ~~prospective~~D.C. ~~investors~~20549. ~~are~~You ~~encouraged not~~can toobtain ~~place~~additional ~~undue~~information ~~reliance~~about onthe ~~forward-looking~~operation ~~statements.~~of ~~Other~~the ~~than~~Public asReference ~~required~~Room by ~~law~~calling the SEC at 1-800-SEC-0330. In addition, wethe ~~undertake~~SEC nomaintains ~~obligation~~an toInternet ~~update~~site or(www.sec.gov) ~~revise these~~that ~~forward-looking~~contains reports, proxy and information statements, ~~even~~and ~~though~~other ~~our~~information ~~situation~~regarding ~~may~~issuers ~~change~~that infile electronically with the ~~future~~SEC, including us.

~~Where~~We ~~You~~disclaim ~~Can~~any ~~Find~~obligation ~~Other~~to ~~Information~~revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

WeItem ~~file annual, quarterly, and current reports, proxy statements and other information with the SEC~~1. 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.Business

Corporate Information

Our principal executive offices are located at 5 ~~Independence~~3131 ~~Way,~~Camino ~~Suite~~Del ~~300,~~Rio ~~Princeton~~N, NJSuite 1400, ~~U.S.A.~~San ~~08540; tel. voice: 609-514-5136~~Diego, ~~fax:~~CA ~~609-514-5104~~92108. 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

Coyni, Inc., f/k/a Logicquest Technology, Inc. (the “Company,”~~) was~~ ~~originally~~“Coyni,” ~~incorporated~~“we,” asor ~~Solis~~“us”) ~~Communications,~~is ~~Inc~~a Nevada corporation. Our company was formed on July 23, 2001, ~~and~~when ~~adopted~~Solis aCommunications, ~~name~~Inc., ~~change~~a tocompany ~~Crescent~~incorporated ~~Communications~~in ~~Inc.~~the ~~upon completion~~State of aTexas ~~reverse~~on February 26, 2001, completed the acquisition of Berens Industries, Inc., Ina corporation originally incorporated in the State of Nevada on January 9, 1985. On September 17, 2001, we changed our name to Crescent Communications Inc. d/b/a Crescent Broadband. On November 15, 2004, we changed our name to Bluegate Corporation ~~(“Bluegate”)~~. On March 19, 2015, we changed our name to Logicquest Technology, Inc.

~~Logicquest~~We ~~is a Nevada corporation that~~ previously ~~consisted~~ ofoperated as a ~~networking~~broadband network service ~~(carrier/circuit) business~~provider, ~~which~~providing ~~provided~~ internet connectivity to corporate clients on a subscription ~~basis;~~ ~~essentially operating as a value-added provider~~basis. During May 2014, ~~the~~our ~~Board~~board of ~~Directors~~directors authorized an orderly wind -down of ~~the~~ our 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."~~4

~~Our~~Table ~~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.~~Contents

~~Our~~On ~~functional~~April ~~currency~~7, is2023, the ~~U.S.~~majority ~~dollar~~shareholder of our Company, who owned 97.7% ~~Our independent~~equity ~~registered~~ownership ~~public~~of ~~accounting~~the ~~firm~~Company ~~issued~~and aalso ~~going~~holds ~~concern~~a ~~qualification~~control position in ~~their~~the ~~report~~Company ~~contained~~sold ~~herein~~all ~~regarding~~of ~~substantial doubt~~his ~~about~~equity ~~our~~interest ~~ability~~in the Company to ~~continue~~RYVYL asInc. for a ~~going~~total ~~concern~~purchase price of $225,000. After giving effect to the purchases, RYVYL Inc. became the major and controlling shareholder of the Company. On June 20, 2023, the Company changed its name to Coyni, Inc.

~~Our~~We ~~common~~are ~~stock~~currently a company with no operations. To sustain our company’s operation, our board is currently ~~quoted~~seeking oninvestment ~~the~~opportunities. ~~OTC Pink~~At ~~Market~~this ~~maintained~~stage, bywe ~~OTC~~can ~~Markets~~provide ~~under~~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 ~~symbol~~opportunity’s ~~“LOGQ”~~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.

1Our 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.

~~Corporate~~Our ~~History~~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.

InOur ~~1996,~~common ~~Congress~~stock ~~passed~~is ~~the~~currently ~~Health~~quoted ~~Insurance Portability~~on ~~and Accountability Act ("HIPAA"). Two of~~ the ~~many~~OTC ~~features~~Pink ofMarket ~~HIPAA~~maintained ~~were~~by aOTC ~~mandate~~Markets ~~that~~under the ~~healthcare~~symbol ~~industry move~~“LOGQ”. ~~toward~~The ~~using~~OTC ~~electronic~~Markets ~~communication~~lists ~~technology~~our toprior ~~streamline~~name ~~and~~of ~~reduce~~Logicquest ~~the~~Technology, ~~cost of healthcare~~Inc., ~~and~~rather athan ~~requirement that healthcare providers treat virtually all healthcare information as confidential~~Coyni, ~~especially when electronically transmitted~~Inc.

InCorporate 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.History

In ~~2003~~1996, aCongress ~~minority~~passed ~~amount~~the ofHealth ~~our~~Insurance ~~revenue~~Portability ~~was related~~and toAccountability ~~our~~Act ("HIPAA ~~business~~"). InTwo ~~2004,~~of athe ~~majority~~many features of ~~our~~HIPAA ~~revenue~~were ~~was~~a ~~related~~mandate that the healthcare industry move toward using electronic communication technology to ~~our~~streamline ~~HIPAA~~and ~~business.~~reduce Inthe ~~2005~~cost of healthcare, ~~all~~and ofa ~~our~~requirement ~~revenues~~that ~~were related~~healthcare toproviders ~~our~~treat ~~health~~virtually ~~care~~all ~~service~~healthcare ~~model~~information as confidential, especially when electronically transmitted.

In ~~2004~~2001, toMr. ~~accelerate~~Manfred ~~our~~Sternberg ~~movement~~acquired ~~into~~effective ~~the~~control ~~electronic health~~of ~~record~~the ~~business,~~Company weand ~~sold~~during ~~our~~2002 ~~Internet~~and ~~Service~~2003 ~~Provider~~under ~~("ISP")~~his ~~customer~~leadership, ~~base~~the ~~effective~~company ~~June~~commenced ~~21,~~development ~~2004~~and tocompletion ~~concentrate~~of ~~on our~~the ~~health~~necessary ~~care~~systems ITto ~~solutions~~offer ~~model~~an ~~and~~integrated ~~its~~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 ~~2004~~2003, wea ~~contracted~~minority ~~with~~amount ~~the~~of ~~largest~~our ~~healthcare system~~revenue inwas ~~Texas~~related to ~~provide~~our ~~physicians~~HIPAA ~~with~~business. ~~Internet~~In ~~bandwidth~~2004, ~~and~~a ~~managed~~majority ~~security~~of ~~services~~our ~~using~~revenue was related to our ~~Medical~~HIPAA ~~Grade~~business. ~~Network®~~In 2005, all of our revenues were related to our health care service model.

In ~~March 2005~~2004, weto ~~acquired~~accelerate ~~substantially~~our ~~all~~movement of into the ~~assets~~electronic ~~and~~health ~~assumed~~record ~~certain~~business, ~~ongoing~~we ~~contractual~~sold ~~obligations~~our ofInternet ~~TEKMedia~~Service ~~Communications,~~Provider ~~Inc.~~("ISP") customer base effective June 21, a2004 ~~company~~to ~~that~~concentrate ~~provided~~on ~~traditional~~our health care IT ~~consulting~~ ~~services~~solutions model and its Medical Grade Network®.

In ~~September 2005~~2004, we ~~acquired~~contracted ~~substantially~~with ~~all of~~ the ~~assets~~largest ~~and~~healthcare ~~assumed~~system ~~certain~~in ~~ongoing~~Texas ~~contractual~~to ~~obligations~~provide ofphysicians ~~Trilliant~~with ~~Corporation,~~Internet abandwidth ~~company that provides assessment, design, vendor selection, procurement~~ and ~~project~~managed ~~management~~security ~~for~~services ~~large~~using ~~technology~~our ~~initiatives,~~Medical ~~particularly~~Grade ~~in the healthcare arena~~Network®.

~~Effective~~In ~~November~~March 72005, ~~2009,~~we 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 bysubstantially 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~~assets ~~of $28,499 of accrued director fees~~ and ~~vehicle~~assumed ~~allowances~~certain inongoing ~~exchange for~~contractual ~~repayment~~obligations of aTEKMedia ~~loan plus accrued interest totaling $44~~Communications,~~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 $0company ~~net~~that ~~book~~provided ~~value)~~traditional toIT ~~SAIC~~consulting ~~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~~services.

~~Pursuant~~In toSeptember ~~the Nevada Revised Statutes~~2005, ~~which~~ ~~authorizes~~we ~~the~~acquired ~~taking~~substantially all of ~~action~~the byassets ~~written~~and ~~consent~~assumed ofcertain ~~the~~ongoing ~~shareholders~~contractual obligations of aTrilliant ~~Nevada corporation~~Corporation, ~~without~~ a ~~meeting,~~company athat ~~super~~provides ~~majority of~~assessment, ~~the~~design, ~~voting~~vendor ~~power~~selection, ofprocurement ~~the~~and ~~shareholders~~project ofmanagement ~~the~~for ~~Company~~large ~~gave~~technology ~~their~~initiatives, ~~consent~~particularly toin the ~~above~~healthcare ~~actions~~arena.

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.5

2Table of Contents

OnEffective ~~December~~November 277, ~~2010~~ 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 ~~then~~former CEO/President/Director)), for $200,000, with payment made by a combination of $100%,000 ~~owned~~cash ~~subsidiary~~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 ~~was~~assets ~~dissolved~~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.

OnPursuant ~~September~~to ~~11, 2014, SAIC,~~ the ~~Company’s then~~Nevada ~~majority~~Revised ~~shareholder~~Statutes, ~~sold~~which toauthorizes ~~Mr.~~the ~~Ang~~taking ~~Woon Han, 24,070,250 shares~~ of ~~common~~action ~~stock~~by ~~(1,203,513~~written ~~shares~~consent ~~post-Reverse Stock Split discussed below), 48 shares~~ of ~~Series~~the Cshareholders ~~Convertible preferred stock and 10 shares~~ of ~~Series~~a DNevada ~~Convertible~~corporation, ~~preferred~~without ~~stock. As~~ a ~~result~~meeting, ~~Mr. Ang~~a ~~owns~~super ~~52%~~majority of ~~our shares of common stock without taking into account~~ the ~~super~~ voting power of the ~~Preferred~~shareholders ~~stock,~~of ~~and 78% when taking into account~~ the ~~super~~Company ~~voting~~gave ~~power~~their ofconsent to the ~~Preferred~~above ~~Stock~~actions.

OnAs ~~January~~a 2,result ~~2015~~of the transactions summarized above, the Company ~~filed~~received ~~an Information~~$105,000 ~~Statement~~cash; onreduced ~~Schedule~~the ~~14C~~secured ~~for~~note ~~restructuring~~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 ~~Company.~~remaining ~~Actions~~book ~~taken~~value ~~included:~~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.

·On ToDecember ~~change~~27, ~~the~~2010 ~~name~~our ofthen ~~the~~100% ~~Company~~owned ~~from~~subsidiary, ~~“Bluegate~~Trilliant ~~Corporation” to “Logicquest~~ Technology Group, Inc.” ·was ~~To increase the number of authorized shares of Common Stock, par value $0~~dissolved.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~~On ~~above~~September ~~actions~~11, ~~were~~2014, ~~effective~~SAIC, onthe ~~March~~Company’s 19then majority shareholder, ~~2015~~ 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.

~~Our~~On ~~Business~~January ~~Subsequent~~2, To2015, the ~~November~~Company ~~7, 2009~~filed ~~Disposition~~an OfInformation ~~Certain~~Statement ~~Assets~~on ~~And~~Schedule ~~Business~~14C for restructuring the Company. Actions taken included:

We● ~~are~~To ~~currently~~change athe ~~company~~name ~~with~~of nothe ~~operations~~Company from “Bluegate Corporation” to “Logicquest Technology, Inc. ” ● To ~~sustain~~increase ~~our~~the ~~company~~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 ~~operation,~~issued ~~our~~and ~~Board~~outstanding isshares ~~currently~~of ~~seeking~~Common ~~investment~~Stock ~~opportunities~~at a ratio of one post-split share per twenty pre-split shares (the “Reverse Stock Split”).

AtThe ~~this~~above ~~stage,~~actions wewere ~~can~~effective ~~provide~~on noMarch ~~assurance that we will be able to locate compatible business opportunities~~19, ~~what additional financing we will require to complete a business opportunity, or whether the opportunity's operations will be profitable~~2015.

IfOur weBusiness ~~are~~Subsequent ~~unable~~To tothe ~~secure~~November ~~adequate capital to continue our business~~7, ~~our~~2009 ~~shareholders~~Disposition ~~will~~Of ~~lose~~Certain ~~some~~Assets orAnd ~~all of their investment and our business will likely fail.~~Business

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

~~Our~~At ~~intended~~this ~~business purpose is to seek the acquisition of~~stage, orwe ~~merger~~can ~~with,~~provide anno ~~existing~~assurance 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~~locate ~~advantage~~compatible ~~of more than one such~~ business ~~opportunity. We will not restrict potential candidate target companies to any specific business~~opportunities, ~~industry~~what oradditional ~~geographical~~financing ~~location and, thus, may acquire any type of business. As of the date hereof,~~ we ~~have~~will ~~made~~require ~~only limited efforts~~ to ~~identify~~complete a ~~possible~~ business ~~combination~~opportunity, ~~and are not currently subject to a letter of intent with respect to any target business~~ or ~~any~~whether ~~definitive~~the ~~agreement~~opportunity's ~~with~~operations ~~respect~~will tobe ~~any target business~~profitable.

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.6

WeTable 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.~~Contents

WeIf ~~have~~we aare ~~nominal~~unable ~~amount of capital and will depend on our management~~ to ~~provide~~secure usadequate ~~with~~capital ~~the necessary funds~~ to ~~implement~~continue our business ~~plan. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However~~, atour ~~the~~shareholders ~~present~~will ~~time,~~lose wesome ~~have not identified any business opportunity that we plan to pursue, nor have we reached any agreement~~ or ~~definitive~~all ~~understanding~~of ~~with~~their ~~any~~investment ~~person~~and ~~concerning~~our ~~an acquisition or merger. The analysis of new~~ business ~~opportunities~~ will belikely ~~undertaken by or under the supervision of our sole officer and director~~fail.

3Development Plan

WeOur ~~believe~~intended ~~that~~ business ~~opportunities~~ ~~may~~purpose ~~come~~is to ~~our~~deploy ~~attention~~new ~~from~~product ~~various sources~~offerings, ~~including~~business verticals, ~~professional~~or ~~advisors~~seek ~~such~~the asacquisition ~~attorneys~~of, ~~and~~or ~~accountants,~~merger ~~securities broker-dealers~~with, ~~venture~~an ~~capitalists,~~existing ~~members~~company offor ~~the~~strategic ~~financial~~purposes. ~~community~~The ~~and~~acquisition ~~others~~of ~~who~~a ~~may~~business ~~present~~opportunity ~~unsolicited~~may ~~proposals.~~be Wemade ~~have~~by nopurchase, ~~plan~~merger, ~~understanding,~~ ~~agreements~~exchange of stock, or ~~commitments~~otherwise, ~~with~~and ~~any~~may ~~individual~~encompass ~~for~~assets ~~such~~or ~~person~~a tobusiness ~~act~~entity, such as a ~~finder~~corporation, oflimited ~~opportunities~~liability ~~for~~company, usjoint venture, or partnership. We ~~can~~have ~~give no~~very ~~assurances~~limited capital, and it is unlikely that we will be ~~successful~~able into ~~finding~~take oradvantage ~~acquiring~~of amore ~~desirable~~than one such business opportunity,. ~~given~~We ~~the~~will ~~limited~~not ~~funds~~restrict ~~that~~potential ~~are~~candidate ~~expected~~ target companies to beany ~~available~~specific tobusiness, usindustry ~~for~~or ~~implementation~~geographical oflocation ~~our~~and, ~~business~~thus, ~~plan~~may acquire any type of business. ~~Furthermore~~As of the date hereof, we ~~can~~have ~~give~~made noonly ~~assurances~~limited ~~that~~efforts ~~any~~to ~~acquisition,~~identify ifa itpossible ~~occurs~~new product introduction, ~~will~~ beor ona ~~terms~~possible ~~that~~business combination and are ~~favorable~~not tocurrently ussubject orto ~~our~~a ~~current~~letter ~~stockholders.~~of Inintent ~~our~~with ~~effort~~respect to ~~analyze~~any ~~potential~~target ~~acquisition~~business ~~targets,~~or weany ~~will consider~~definitive ~~the~~agreement ~~following~~with ~~kinds~~respect ofto ~~factors:~~any target business.

·Based ~~Potential~~on ~~for~~our ~~growth,~~proposed ~~anticipated~~business ~~market~~activities, ~~expansion~~we orare ~~new~~a ~~products;~~“blank ·check” ~~Competitive~~company. ~~position~~The asU.S. ~~compared~~Securities ~~to other firms of similar size~~ and ~~experience~~Exchange ~~within~~Commission (the ~~industry~~“SEC”) ~~segment~~defines as“blank ~~well~~check” ascompanies ~~within the industry~~ as ~~a whole; · Strength and diversity of management~~, ~~either~~any indevelopment ~~place~~stage orcompany ~~scheduled~~that ~~for~~is ~~recruitment;~~issuing ·a ~~Capital~~penny ~~requirements~~stock, ~~and~~within ~~anticipated~~the ~~availability~~meaning of ~~required~~Section ~~funds;~~3(a)(51) ~~· The cost~~ of ~~participation by us as compared to~~ the ~~perceived~~Exchange ~~tangible~~Act, and ~~intangible~~that ~~risks~~has ofno ~~participation;~~specific ~~· The extent to which the~~ business ~~opportunity~~plan ~~can~~or ~~be advanced; · The accessibility of required management expertise~~purpose, ~~personnel,~~or ~~raw~~has ~~materials,~~indicated ~~services,~~that ~~professional~~its ~~assistance,~~business ~~and~~plan ~~other~~is ~~required~~to ~~items;~~merge ~~and~~with ·an ~~Other~~unidentified ~~relevant~~company ~~factors~~or companies.

InWe ~~applying~~also ~~the~~qualify ~~foregoing~~as ~~criteria,~~a no“shell ~~one of which will be controlling~~company,” ~~management~~as ~~will~~defined ~~attempt~~under toRule ~~analyze~~12b-2 ~~all~~adopted ~~factors~~by ~~and~~the ~~circumstances~~SEC ~~and~~pursuant ~~make~~to athe ~~determination~~Exchange ~~based~~Act, ~~upon~~because ~~reasonable investigative~~we ~~measures~~have ~~and~~no ~~available~~or ~~data.~~nominal ~~Potentially~~assets ~~available~~(other ~~business~~than ~~opportunities~~cash) ~~may~~and ~~occur~~no inor ~~many~~nominal ~~different~~operations. ~~industries,~~Many ~~and~~states ~~at various~~have ~~stages~~enacted ~~of development~~statutes, ~~all~~rules ofand ~~which~~regulations ~~may~~limiting ~~make~~ the ~~task~~sale of ~~comparative~~securities ~~investigation and analysis~~ of ~~such~~blank ~~business~~check ~~opportunities difficult~~companies ~~and~~in ~~complex.~~their ~~Due~~respective ~~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~~jurisdictions.

~~There~~We isdo nonot ~~relationship~~have ~~between~~live ~~our~~business ~~particular name~~operations. We have very limited capital and will depend on our ~~intended~~parent company to provide us with the necessary funds to implement our business plan. IfWe ~~successful~~do innot ~~completing~~own aany ~~merger~~proprietary technology and any intended product technology will be provided or ~~acquisition~~licensed from our parent company. Our parent company has the full product design, wedevelopment, ~~expect~~and ~~that~~release capabilities to support our ~~name~~business ~~would~~needs. ~~change~~We intend to ~~reflect the~~seek ~~marketing~~opportunities ~~goals~~demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, we have not identified any business ~~combination~~opportunity that we plan to pursue organically, nor have we reached any agreement or definitive understanding with any person concerning an acquisition or merger.

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

InThe ~~addition~~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 ~~conflicts~~circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of ~~interest~~the ~~exist~~ 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 ~~develop~~retain ~~between~~substantially usless 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 ~~majority~~one ~~stockholder~~or more new directors or officers may be appointed in connection with the transaction.

~~The~~In ~~time~~the ~~and~~case ~~costs~~of ~~required~~an toacquisition, ~~select~~the ~~and~~transaction ~~evaluate a~~may ~~target~~be ~~business~~accomplished ~~and~~upon tothe ~~structure~~sole ~~and~~determination ~~complete~~of amanagement ~~business~~without ~~combination~~any ~~cannot~~vote ~~presently~~or beapproval ~~ascertained~~by stockholders or only with ~~any~~the ~~degree~~vote of ~~certainty~~our majority stockholders who already control the vote on all stockholder matters. ~~Any costs~~It ~~incurred~~is ~~with~~anticipated ~~respect~~that tothe investigation of specific business opportunities and the ~~indemnification~~negotiation, drafting and ~~evaluation~~execution of arelevant ~~prospective~~agreements, ~~business~~disclosure ~~combination~~documents ~~that~~and other instruments will require management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not ~~ultimately~~to ~~completed will~~participate ~~result~~ in a ~~loss~~specific tobusiness usopportunity, the costs theretofore incurred in the related investigation might not be recoverable. ~~Also~~Furthermore, ~~substantial~~even ~~fees~~if ~~are~~an ~~often~~agreement ~~paid~~is reached for the participation in ~~connection~~a ~~with~~specific business opportunity, the ~~completion~~failure ofto ~~all~~consummate ~~types~~that transaction may result in the loss to us of ~~acquisitions,~~the ~~reorganizations or~~related ~~mergers~~costs incurred.

~~Form of Acquisition~~Employees

The ~~manner~~Company incurrently ~~which~~has weno ~~participate~~full-time ~~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~~employees. It isrelies ~~likely~~on ~~that we will acquire our participation in a business opportunity through~~ the ~~issuance~~oversight 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~~management of ~~the~~its 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~~shareholder 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.~~its ~~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~~.

InTable ~~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.Contents

Employees

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

Item 1A. Risk Factors.

WeAs ~~May~~a Be“smaller ~~Unable~~reporting Tocompany” ~~Find~~as adefined ~~Suitable~~by ~~Entity with~~Item ~~Which~~10 toof ~~Enter~~Regulation ~~Into~~S-K, athe ~~Business~~Company ~~Combination~~is ~~Transaction~~not required to provide this information.

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.

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.

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.

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.

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~~Not applicable.

Item 2. ~~Properties~~Description of Property.

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.~~Our ~~This~~operations ~~virtual~~are ~~office~~run ~~has~~out ~~a monthly rental~~ of ~~$200.~~our ~~The~~majority ~~lease began on May 12, 2016 and will expire on either party~~shareholder’s ~~termination.~~ Weoffices dolocated ~~not believe that we will need to maintain a physical office~~ at ~~any~~3131 ~~time~~Camino inDel ~~the~~Rio ~~foreseeable~~N, ~~future~~Suite in1400, ~~order~~San toDiego, ~~carry out~~CA ~~our plan of operations described herein~~92108.

We do not own any real property. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

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~~None. ~~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.

Table of Contents

PART II

~~Our~~Common 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.Stock

~~COMMON~~Our ~~STOCK~~common ~~PRICE~~stock ~~RANGE~~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.

	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 PRICE RANGE:

COMMON STOCK

	2023				2022
	High		Low		High		Low
First Quarter	$	0.30	$	0.11	$	0.47	$	0.12
Second Quarter	$	0.58	$	0.25	$	0.16	$	0.12
Third Quarter	$	2.00	$	0.21	$	0.12	$	0.12
Fourth Quarter	$	0.26	$	0.21	$	0.38	$	0.11

OnAs ~~March~~of 30April 1, ~~2023~~2024, we had 2101,301,968 ~~outstanding~~ shares of ~~Common~~common ~~Stock~~stock issued and outstanding, $0and approximately 86 shareholders of record.~~001~~ ~~par~~Our ~~value~~transfer ~~per~~agent ~~share~~is VStock Transfer, LLC.

OnPreferred ~~March 30, 2023, we had approximately 85 shareholders of record.~~Stock

~~Our~~The ~~transfer~~Company ~~agent~~has isSeries ~~American~~C convertible preferred stock (“Series C Preferred Stock”) ~~Transfer~~ and ~~Trust~~Series ~~Company~~D convertible preferred stock (“Series D Preferred Stock”), with Ryvyl holding 48 shares of Series C Preferred Stock and 10 shares of Series D Preferred Stock.

WeEach ~~have~~share ~~not~~of ~~paid~~Series ~~any~~C ~~cash~~Preferred ~~dividends~~Stock ~~and~~is weconvertible ~~do not~~into ~~expect~~1,250 toshares ~~declare~~of orcommon ~~pay~~stock ~~any~~and ~~cash~~has ~~dividends~~15 intimes the ~~foreseeable~~number ~~future.~~of ~~Payment~~votes its conversion-equivalent number of ~~any~~shares ~~cash~~of ~~dividends~~common ~~will~~stock, ~~depend~~or ~~upon~~18,750 ~~our~~votes ~~future~~per ~~earnings~~share of Series C Preferred Stock, if ~~any~~and each share of Series D Preferred Stock may be converted, ~~our~~at ~~financial~~the ~~condition~~option of the shareholder, ~~and~~into ~~other~~1,250 ~~factors~~shares asof ~~deemed~~common ~~relevant~~and byhas 150 times the ~~Board~~number of ~~Directors~~votes its conversion-equivalent number of shares of common stock, or 187,500 votes per share of Series D Preferred Stock.

~~SALE OF UNREGISTERED SECURITIES~~Dividends

~~None~~We have not paid any dividends on our common stock to date. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any will be within the discretion of our then Board of Directors (“BOD”). It is the present intention of our board of directors to retain earnings, if any, for use in our business operations. However, the Board, anticipates declaring dividends in the foreseeable future.

~~Item~~Securities 6.Authorized ~~[Reserved].~~for Issuance under Equity Compensation Plans

~~Item~~The 7Company does not have any current equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. ~~Management’s~~The ~~Discussion~~issuance ~~and~~of ~~Analysis~~any of ~~Financial~~our ~~Condition~~common ~~and~~or ~~Results~~preferred stock is within the discretion of ~~Operations~~our BOD, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

~~The~~Recent ~~following~~Sales ~~discussion and analysis~~ of ~~the~~Unregistered 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.Securities

~~RESULTS OF OPERATIONS~~None.

WeIssuer ~~had~~Purchases ~~a net loss~~ of ~~$227,096~~Equity 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.Securities

~~The following table summarizes key items of comparison and their related decrease for the years ended December 31, 2022 and 2021:~~None.

							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	)

Item 6. [Reserved]

109

~~Revenue~~Table of Contents

WeItem ~~did~~7. ~~not~~Management’s ~~earn~~Discussion ~~any~~and ~~revenues~~Analysis ~~during~~of ~~the~~Financial ~~years ended~~Condition ~~December~~and ~~31,~~Results ~~2022~~of ~~or 2021~~Operation.

~~LIQUIDITY~~Business ~~AND CAPITAL RESOURCES~~Overview

AsOur company was formed on July 23, 2001 when Solis Communications, Inc., a company incorporated in the State of ~~December~~Texas 31on February 26, ~~2022~~2001, completed the acquisition of Berens Industries, Inc., a company originally incorporated in the State of Nevada on January 9, 1985. On September 17, 2001, we changed our ~~cash~~name ~~and~~to ~~cash~~Crescent ~~equivalents were~~Communications ~~$0;~~Inc. ~~total~~d.b.a ~~current~~Crescent ~~liabilities~~Broadband. ~~were~~On ~~$28~~November 15,~~962~~ ~~and~~2004, ~~total~~we ~~stockholders’~~changed ~~deficit~~our ~~was~~name ~~$28~~to Bluegate Corporation. On March 19,~~451~~ 2015, we changed our name to Logicquest Technology, Inc. On June 23, 2023, the Company changed its name to Coyni, Inc. (“Coyni”).

~~Working~~We ~~Capital~~are a Nevada corporation that previously operated as a broadband network service provider, providing internet connectivity to corporate clients on a subscription basis. During May 2014 our board of directors authorized an orderly wind-down of our Company’s internet connectivity business which ceased effective June 30, 2014.

	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 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.

WeEffective ~~anticipate~~on ~~generating~~April ~~losses~~7, 2023, the selling shareholder of our Company, who owns 97.7% equity ownership of the Company and also holds a control position in the Company sold all of his equity interest in the Company (consisting of 98,000,000 ~~therefore~~shares of restricted common stock, ~~may be~~48 ~~unable~~shares of Series C convertible non-redeemable preferred stock and 10 shares of Series D convertible non-redeemable preferred stock) to ~~continue~~RYVYL, ~~operations~~Inc. ~~further~~for ina total purchase price of $225,000. After giving effect to the ~~future~~purchases, RYVYL Inc. became the major and controlling shareholder of the Company.

~~FINANCIAL~~On ~~CONDITION~~June 8, 2023, the Company entered an Agreement and plan of Merger with Coyni, Inc. (“old Coyni”), old Coyni shall be merged with and into the Company (or “Coyni”). On or about December 6, 2023, the Company filed a Termination of Merger (“Termination of Merger”) with the Nevada Secretary of State. Once approved and processed, this will result in the termination of the Merger Agreement entered on June 8, 2023. The Merger Agreement has been rescinded and revoked due to a change in business strategy. The filing of the Termination of Merger is not self-effectuating, and must be approved by the Nevada Secretary of State. In February 2024, the termination of merger was rejected by NV Secretary of State. As a result, the Company has not pursued moving the termination along.

					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	$	—	$	—	$	—

Results of Operations

~~Operating~~Year ~~Activities.~~Ended December 31, 2023 compared to the Year Ended December 31, 2022

We had noa ~~cash~~net ~~used~~loss inof ~~operating~~$350,088 ~~activities~~for ~~during~~ the ~~years~~year ended December 31, 2023, which was $122,992 more than the net loss of $227,096 for the year ended December 31 2022. The increase in our net loss was mainly due to the increase in stock-based compensation expense and ~~2021~~professional fee which was partly offset by a decrease in interest expenses resulting from clearing up of all the outstanding notes by the Company in June 2022.

~~Financing~~The ~~Activities.~~following table summarizes key items of comparison and their related increase (decrease) for the year ended December 31, 2023 and 2022:

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

							Increase (Decrease)
	2023			2022			2023 from 2022
Revenue	$	-		$	-		$	-
Stock-based compensation		221,702			-			221,702
General and administrative expenses		128,386			94,092			34,294
Loss from operations		(350,088	)		(94,092	)		255,996
Interest expense		-			(133,004	)		(133,004	)
Net loss	$	(350,088	)	$	(227,096	)	$	122,992

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.10

WeTable ~~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.~~Contents

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”.Revenue

11We did not earn any revenues during the years ended December 31, 2023 or 2022.

~~FORECAST~~Operating expenses

AsWe ~~described~~had ~~above under “Business”~~$128,386 ~~our management~~general isand ~~seeking~~administrative ~~potential~~expenses ~~merger~~for orthe ~~acquisition~~year ~~candidates.~~ended In December ~~2022~~31, ~~coronavirus~~2023, ~~(COVID-19)~~an isincrease ~~continuing to spread throughout~~ of ~~the world~~$34,294 ~~including~~from ~~the~~$94,092 ~~United~~general ~~States.~~and ~~The~~administrative ~~outbreak~~expenses offor the ~~coronavirus~~year ~~has~~ended ~~resulted~~December ~~in a widespread health crisis and has adversely affected the economies and financial markets worldwide~~31, ~~business operations and the conduct of commerce generally. In particular~~2022, the ~~global~~ ~~capital~~increase ~~markets~~was ~~are~~mainly ~~experiencing~~due ~~and may continue~~ to ~~experience~~increased ~~periods~~professional fees of ~~disruption and instability~~$35, ~~which could be prolonged~~238, ~~and~~ ~~which~~but ~~could~~partly ~~materially~~offset ~~and~~with ~~adversely~~decreased ~~impact~~other ~~the~~G&A ~~broader~~expenses ~~financial~~by ~~and credit markets~~$744. ~~Such~~For ~~disruption~~the ~~could~~year ~~have~~ended aDecember ~~material~~31, ~~adverse effect~~2023, onwe ~~our~~had ~~ability~~stock-based tocompensation ~~raise~~expense ~~additional~~of ~~funds~~$221,702 ~~which~~paid ~~in turn could impact our ability~~ to ~~operate~~the asCompany’s aformer ~~going~~major ~~concern~~shareholder ~~beyond~~and the ~~next twelve months~~director.

~~CRITICAL~~Liquidity ~~ACCOUNTING~~and ~~POLICIES~~Capital ~~AND ESTIMATES~~Resources

~~Our~~As ~~discussion and analysis~~ of ~~our~~December 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 assets31, ~~liabilities~~2023, ~~revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base~~ our ~~estimates~~cash ~~on historical experience~~ and oncash ~~assumptions~~equivalents ~~that~~were ~~are~~$0; ~~believed~~total tocurrent ~~be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and~~ liabilities ~~that are~~were ~~not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions~~$158, 848 and ~~these~~total ~~differences~~stockholders’ ~~may~~deficit bewas ~~material~~$156,837. ~~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~~Working ~~CONCERN~~Capital

	At December 31, 2023			At December 31, 2022
Current assets	$	2,011		$	511
Current liabilities		158,848			28,962
Working capital deficit	$	(156,837	)	$	(28,451	)

~~During~~We ~~the~~anticipate ~~years~~generating ~~ended~~losses ~~December 31~~and, ~~2022 and 2021~~therefore, we ~~have~~may ~~been~~be unable to ~~generate~~continue ~~cash flows sufficient to support our~~ operations ~~and~~further ~~have~~in ~~been~~the ~~dependent on debt raised from related parties and independent third parties~~future. ~~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	)

Financial Condition

~~These~~We ~~factors~~did ~~raise~~not ~~substantial~~generate ~~doubt~~any ~~about~~revenues ~~our ability~~nor tohave ~~continue as a going concern. The financial statements contained herein do not include~~ any ~~adjustments~~cash ~~relating~~activities toduring the ~~recoverability and~~year ~~classification~~ended ofDecember ~~recorded~~31, ~~asset~~2023 ~~amounts or amounts~~ and ~~classification~~2022; ofhowever, ~~liabilities that might be necessary should~~ we behad ~~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~~$128,386 toG&A ~~obtain~~expenses ~~additional~~(mainly ~~financing~~consisted asof ~~may~~professional ~~be required~~fees), and ~~ultimately~~stock tocompensation ~~attain~~expense ~~profitable~~of ~~operations. However~~$221,702 during ~~there~~the isyear noended ~~assurance~~December ~~that~~31, ~~profitable operations or sufficient cash flows will occur in the future~~2023.

~~Our~~We ~~current~~did ~~operations~~not ~~are~~have ~~primarily~~any ~~funded~~investing ~~by Logicquest~~activities ~~Technology~~during ~~Limited, a company controlled by~~ the ~~Company’s~~year ~~Chief~~ended ~~Financial~~December ~~Officer~~31, ~~Mr.~~2023 ~~Cheng Yew~~and ~~Siong~~2022.

~~These~~We ~~steps~~did not have ~~provided~~any usfinancing ~~with~~activities during the ~~cash~~year ~~flows to~~ended ~~continue~~December ~~our business~~31, ~~but~~2023 ~~have~~and ~~not resulted in significant improvement in our financial position~~2022. ~~We are considering alternatives to address our cash flow situation that include:~~

·To ~~Raising~~date ~~capital~~we ~~through~~have ~~additional~~relied on proceeds from the sale of our ~~common~~shares ~~stock~~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 ~~debt~~that ~~securities~~our officers and directors, related companies or the independent third party will provide us with any future loans. ·We ~~Reducing~~intend to use debt to cover the anticipated negative cash ~~operating~~flows ~~expenses~~until we can operate at a break-even cash flow mode. We may seek additional capital to ~~levels~~fund potential costs associated with possible expansion and/or acquisitions. We believe that ~~are~~future infunding ~~line~~may ~~with~~be ~~current~~obtained ~~revenues~~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.

~~These~~We ~~alternatives~~are ~~could~~not ~~result~~aware ~~in substantial dilution~~ of ~~existing~~any ~~stockholders.~~known ~~There~~trends, ~~can~~demands, becommitments, noevents ~~assurance~~or ~~that~~uncertainties ~~our current financial position can be improved,~~ that wewill ~~can~~result ~~raise~~in ~~additional working capital~~ or that weare ~~can~~reasonably ~~achieve~~likely ~~positive~~to ~~cash~~result ~~flows~~in ~~from~~our ~~operations.~~liquidity ~~Our~~increasing ~~long-term~~or ~~viability~~decreasing asin aany ~~going~~material ~~concern is dependent upon the following:~~way.

·Critical ~~Our~~Accounting ~~ability~~Policies ~~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.~~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 this quarterly report for a summary of significant accounting policies and the effect on our unaudited financial statements.

Table of Contents

Going Concern

During the years ended December 31, 2023 and 2022, 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:

	2023			2022
Net loss for the years ended December 31, 2023 and 2022	$	(350,088	)	$	(227,096	)
Negative working capital as of December 31, 2023 and 2022		(156,837	)		(28,451	)
Stockholders’ deficit as of December 31, 2023 and 2022		(156,837	)		(28,451	)

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.

Prior to April 7, 2023, our operations was primarily funded by Logicquest Technology Limited, a company controlled by the Company’s former Chief Financial Officer, Mr. Cheng Yew Siong. Effective on April 7, 2023, the selling shareholder of the Company, who owns 99.16% equity ownership of the Company and also holds a control position in the Company sold all of his equity interest in the Company (consisting of 98,000,000 shares of restricted common stock, 48 shares of Series C convertible non-redeemable preferred stock and 10 shares of Series D convertible non-redeemable preferred stock) to RYVYL, Inc. for a total purchase price of $225,000.

	●	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.

	●	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.

Off Balance Spreadsheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

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

As a “smaller reporting company,” weas ~~are~~defined ~~not~~by ~~required to~~Item ~~provide~~10 of Regulation S-K, the ~~information~~Company is not required byto provide this ~~Item~~information.

Item 8. Financial Statements and Supplementary Data.

~~LOGICQUEST~~Please ~~TECHNOLOGY, INC~~see the financial statements beginning on page F-1 located in this annual report on Form 10-K and incorporated herein by reference.

~~FINANCIAL STATEMENTS~~12

~~WITH~~Table ~~REPORT~~of ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Contents

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:

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

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:

Schedule of Deferred Tax Assets
	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~~On June 16, 2023, MaloneBailey, LLP (“MaloneBailey”) informed the Company it would not stand for re-election as the Company’s independent accountant for the audit of the Company’s financial statements for the fiscal year ending December 31, 2023. MaloneBailey’s service for the Company was completed as of July 12, 2023, as the Company retained a new independent accountant, as discussed below. MaloneBailey did not issue any adverse opinion, qualified or modified opinion, or other similar opinion as defined in Item 304(a)(1)(ii) of Regulation S-K (17 CFR § 229.304(a)(1)(ii)) except for an explanatory paragraph regarding existence of substantial doubt about the Company’s ability to continue as a going concern in the reports for the years ended December 31, 2022 and 2021. The Board of Directors did not participate in the decision to change auditors.

During our two most recent fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through July 12, 2023, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also, during the same period, the Company represents that there are no instances of reportable events identified in Item 304(a)(1)(v) of Regulation S-K.

MaloneBailey was provided with a copy of the Company’s disclosures as required pursuant to Item 304(a)(3). MaloneBailey’s letter responding to these was disclosed as an exhibit to a current report on Form 8-K dated July 13, 2023.

On or about July 12, 2023, the Company engaged Simon & Edward LLP (“S&E”) to serve as the Company’s new independent accountant to audit and review the Company’s financial statements. S&E began assisting the Company starting with the quarterly report on Form 10-Q for the second quarter of 2023. The Company represents that there have been no events or interactions within the meaning of Item 394(a)(2)(i) or (ii) that are required to be disclosed herein.

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~~2023. 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~~2023.

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~~Coyni.’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.

~~Remediation~~Table ~~Plan~~of Contents

WeManagement ~~consider~~assessed the ~~following~~effectiveness ~~remediation~~of ~~options~~Coyni, or ~~some~~Inc.’s ~~combination~~internal ~~thereof:~~control ~~(i)~~over ~~hiring~~financial ~~additional~~reporting ~~personnel~~as ~~with~~of ~~sufficient~~December 31, U2023.S. ~~GAAP~~In ~~experience~~making ~~and~~this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (iiCOSO) ~~implementing~~in ~~ongoing~~Internal ~~training in~~Control-Integrated UFramework (2013).S. ~~GAAP~~Based ~~requirements~~on ~~for~~that evaluation, our ~~CFO~~management ~~and~~concluded ~~accounting~~that, ~~and~~due ~~other~~to ~~finance~~the ~~personnel~~material weaknesses described below, our internal control over financial reporting was not effective as of December 31, 2023.

As of December 31, 2023, the Company has not yet established an internal control over financial reporting systems, as the company is a shell company without ordinary business operations

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~~Not applicable.

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

~~None~~Not applicable.

~~PART~~Table ~~III~~of Contents

~~Item~~PART ~~10. Directors, Executive Officers and Corporate Governance.~~III

~~EXECUTIVE~~Item ~~OFFICERS~~10. ~~AND~~Directors, ~~DIRECTORS~~Executive Officers and Corporate Governance

~~The~~Pursuant ~~following~~to ~~table~~Item ~~sets~~401 ~~forth~~of ~~the~~Regulation ~~name~~S-K, ~~age, positions~~the names and ~~offices~~ages ~~or employments as~~ of ~~December~~the ~~31,~~directors ~~2022,~~and ~~of our~~ executive officers and directors. ~~Members~~ of the ~~Board~~Company, ~~of Directors are elected~~ and ~~hold office until~~ their ~~successors~~positions ~~are~~with ~~elected and qualified. All of~~ the ~~officers~~Company, ~~serve~~are atdetailed ~~the~~in ~~pleasure of~~ the ~~Board~~table ~~of Directors of the Company~~below.

NAME	AGE	POSITION
Name	Age		Position	Familial Relationships
Cheng Yew Siong (a)	45	Director/Chief Financial Officer
Ben Errez	63		Chief Executive Officer, Chief Accounting Officer, and Chairman of the Board of Directors	None
Ezra Laniado	39		Director	None
Genevieve Baer	46		Director	None

~~———————~~Ben Errez, Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors

Mr. Errez is our Chairman of the Board, and President and Chief Executive Officer (and principal accounting officer). He has acted as Chairman of the Board of Directors, Executive Vice President, Principal Financial Officer and Principal Accounting Officer for RVYL since July 2017. Since 2017, Errez has been a principal of the GreenBox Business. From August 2004 until August 2015, Errez formed the start-up IHC Capital, where he held the position of Principal Consultant from founding to the present date, through which he advises clients in the South Pacific region with market capitalizations ranging from $50M to $150M on matters such as commerce, security, reliability and privacy. From January 1991 to August 2004, he served as Software Development Lead for the Microsoft International Product Group. He led the International Microsoft Office Components team (Word, Excel, PowerPoint) ~~Effective~~in ~~September~~design, 13engineering, ~~2014~~development and successful deployment. He also served as Executive Representative of Microsoft Office and was a founding member of the Microsoft Trustworthy Computing Forum, Mrboth within the company, and internationally. ~~Cheng~~Errez ~~Yew~~co-authored ~~Siong~~the first Microsoft Trustworthy Computing Paper on Reliability. At Microsoft, Mr. Errez was ~~appointed~~responsible byfor the ~~Board~~development of ~~Directors~~the first Microsoft software translation Software Development Kit (“SDK”) in Hebrew, Arabic, Thai and Simplified Chinese, as well as the development of the first bidirectional extensions to Rich Text Format (“RTF”) file format, all bidirectional extensions in text converters for Microsoft Office, and contributed to the ~~office~~development of ~~Chief~~the ~~Financial~~international ~~Officer~~extensions to the Unicode standard to include bidirectional requirements under the World Wide Web Consortium (“W3C”). He received his Bachelor Degree in Mathematics and Computer Science from the Hebrew University.

~~Mr.~~Ezra ~~Cheng~~Laniado, 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.Director

~~BOARD~~Mr. ~~LEADERSHIP~~Laniado ~~STRUCTURE~~is a director. He has served as a Director for RYVL since February 2021 and has, since 2018, been Executive Director of the San Diego chapter of Friends of Israel Defense Forces and, since 2017, been Regional Director of the San Diego chapter of the Israeli-American Council, two American charitable organizations providing support and funds for Israel and the Israeli community in America. In such capacity, Laniado has raised over $5 million in donations and managed over 30 volunteers. From 2014 to 2017, Laniado was Co-Founder and Business Director of Shonglulu Group, a fashion brand. As Business Director, Laniado raised capital, coordinated the company’s marketing strategy, and implemented its business plan. Prior to 2014, Laniado was an attorney in Israel for 4 years. Laniado received a B.A. and an L.L.B. from the Interdisciplinary Center Herzliya.

~~Our~~Genevieve ~~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~~Baer, ~~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.~~Director

~~RISK~~Ms. ~~OVERSIGHT~~ Baer s a director. She has served as a Director for RVYL since February 2021 and has been chief executive officer of JKH Consulting since 2009. JKH Consulting is a real estate finance consulting firm that has advised on transactions with a collective value of over $10 billion. Prior to her work with JKH Consulting, Baer worked at Magnet Industrial Bank for 6 years at the end of which tenure she was a Senior Vice President. Baer also worked at US Bancorp Piper Jaffray for 9 years as a Vice President working on equity and debt real estate financings. Baer earned a B.S. in chemistry from the University of Utah.

~~Effective risk oversight is an important priority of the Board of Directors~~B. ~~Because~~Significant ~~risks are considered in virtually every business decision, the Board of Directors (currently consisting solely of Mr~~Employees. 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~~None

~~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.~~15

~~OTHER~~Table ~~DIRECTORSHIPS~~of Contents

NoC. ~~director~~Family 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)Relationships.

15None.

~~INVOLVEMENT IN~~D. ~~CERTAIN~~Involvement ~~LEGAL~~in ~~PROCEEDINGS~~Certain Legal Proceedings.

ToExcept ~~the~~as ~~best~~otherwise ~~of our knowledge~~disclosed, ~~none~~no 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~~director, or ~~decree,~~persons ~~not~~nominated ~~subsequently~~for ~~reversed,~~such ~~suspended or vacated~~positions, of ~~any~~promoter ~~court of competent jurisdiction, permanently~~ or ~~temporarily~~significant ~~enjoining,~~employee ~~barring,~~has ~~suspending~~been orinvolved ~~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~~ orlast ~~the~~ten ~~Commodities~~years 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.following:

~~STOCKHOLDER~~● ~~COMMUNICATIONS~~Any ~~WITH~~bankruptcy ~~THE~~petition ~~BOARD~~ 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; ● Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ● 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; and ● Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~A stockholder~~Audit 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.Committee

~~DIRECTOR INDEPENDENCE~~The Company has no separate audit committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.

~~Our~~Code ~~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.~~Ethics

~~DELINQUENT~~We ~~SECTION~~do ~~16(A)~~not ~~REPORTS~~currently have a code of ethics. The company is in the early stages of development and its chief executive officer, Mr. Errez, has not yet developed a code of ethics. The Company intends on developing one as the Company’s business expands.

~~Section~~Nominating 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.Committee

~~CODE~~We OFhave ~~ETHICS~~not adopted any procedures by which security holders may recommend nominees to our Board of Directors.

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.

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~~Company ~~table~~does ~~sets~~not ~~forth~~have ~~information~~employment ~~concerning the~~contracts ~~compensation~~with ofits ~~(i)~~officers ~~all individuals serving as our principal executive officer~~ or ~~acting~~directors. inAll aemployees ~~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~~Company ~~who~~are ~~were serving as executive officers~~ at-will ~~the~~employees. ~~end~~The ofCompany’s ~~the~~principal ~~last~~executive ~~completed~~and ~~fiscal~~financial ~~year~~officer, ifBen ~~any;~~Errez, ~~and~~does ~~(iii)~~not ~~up to two additional individuals for whom disclosure would~~ have ~~been~~a ~~provided~~written ~~pursuant~~employment toagreement ~~paragraph~~and ~~(ii)~~does ~~but for the fact that the individual was~~ not ~~serving~~earn asa ~~an executive officer at the end of the last completed fiscal year (collectively, the “Named Executive Officers”)~~salary.

~~SUMMARY~~Summary ~~COMPENSATION~~Compensation ~~TABLE~~Table

Name and principal position	Year	Salary ($)		All Other Compensation ($)	Total ($)
Name and Principal Position	Year	Salary			Bonus		Stock Awards		Option Awards		Nonequity Incentive Plan Compensation		Change in pension value and nonqualified deferred compensation earnings		All Other Compensation		Total
Cheng Yew Siong (1)	2022	—		—	—
Ben Errez (PEO)	2023	$	-		$	-	$	-	$	-	$	-	$	-	$	-	$	-
CFO/Director	2021	—		—	—
(PAO)	2022	$	-		$	-	$	-	$	-	$	-	$	-	$	-	$	-
Ang Woon Han (2)	2022	—		—	—
Former President/Director	2021	—		—	—

~~———————~~16

(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.

Table of Contents

~~OUTSTANDING~~Outstanding ~~EQUITY~~Equity ~~AWARDS~~Awards ATat ~~FISCAL~~Fiscal ~~YEAR~~Year-~~END DECEMBER 31, 2022~~End

~~Our~~The ~~Named~~Company ~~Executive~~does ~~Officers did~~ not ~~hold~~have any outstanding equity awards asfor atits ~~the year ended December 31, 2022~~employees.

~~EMPLOYMENT~~Director ~~AGREEMENTS AND KEY MAN INSURANCE~~Compensation

~~Employment~~The ~~Agreements~~Company’s directors serve in unpaid positions and do not receive an annual salary, bonus, or other compensation for their role as board members.

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~~ownership of ~~shares~~our of common stock ~~owned~~by ~~beneficially~~each asperson ofknown ~~March~~by ~~30,~~us ~~2023~~to ~~which~~be ~~was~~the ~~2,301,968~~beneficial ~~shares~~owner of more than 5% of our outstanding common stock ~~issued~~as ~~and~~a ~~outstanding~~group ~~that~~as isof ~~held~~December ~~by:~~31, ~~(i)~~2023. ~~each~~There ~~person~~are ~~(including~~no ~~any~~pending ~~group)~~arrangements ~~known~~that bymay uscause toa ~~own~~change ~~more~~in ~~than~~control. ~~five~~The ~~(5%)~~information ~~of any~~presented ~~class~~below ofhas ~~our~~been ~~voting~~presented ~~securities,~~in ~~(ii)~~accordance ~~each~~with the rules of ~~our~~the ~~directors~~SEC and ~~executive~~is ~~officers,~~not ~~and~~necessarily ~~(iii)~~indicative ~~our~~of ~~officers~~ownership ~~and~~for ~~directors~~any asother ~~a group~~purpose.

A person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percent of Class
Common Stock		Ryvyl, Inc. – 3131 Camino Del Rio N, Suite 1400, San Diego, CA 92108		99,000,000 shares—directly owned			97.7	%

This table is based upon information derived from our stock records. We believe that each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

Securities Authorized for Issuance Under Equity Compensation Plans

The following chart is provided pursuant to Item 201(d) of Regulation S-K:

Plan Category

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))

Equity compensation plans approved by security holders

N/A

Equity compensation plans not approved by security holders

N/A

TOTAL

~~Beneficial~~Table ~~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.Contents

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%

During the years ended December 31, 2023 and 2022, the Company engaged in related party transactions as follows:

~~———————~~Accrued liabilities to related parties:

(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.

During the year ended December 31, 2023, RYVYL Inc, the controlling shareholder of the Company, paid operating expenses of $82,142 on behalf of the Company. The balance due to this related party is unsecured, does not bear interest and is due on demand.

OnDuring ~~September~~the ~~11,~~year ~~2014,~~ended ~~SAIC,~~December ~~the Company’s majority shareholder~~31, ~~sold to Mr. Ang Woon Han 1~~2022,~~203,513 shares~~ ofLogicquest ~~common~~Technology ~~stock~~Limited, 48a ~~shares~~company ofcontrolled ~~Series~~by Cthe ~~Convertible~~Company’s ~~preferred~~former ~~stock and~~Chief 10Financial ~~shares of Series D Convertible preferred stock. As a result~~Officer, Mr. ~~Ang~~Cheng ~~owns~~Yew ~~52%~~Siong, ofpaid ~~our~~operating ~~common~~expenses ~~stock~~of ~~without~~$82,820 ~~taking~~on ~~into~~behalf ~~account the super voting power~~ of the ~~Preferred~~Company. ~~stock,~~The ~~and~~balance ~~78%~~due ~~when~~to ~~taking~~related ~~into~~party ~~account~~is ~~the~~unsecured, ~~super~~does ~~voting~~not ~~power~~bear ofinterest ~~the~~and ~~Preferred~~is ~~Stock~~due on demand.

18In 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.

~~SECURITIES~~In ~~AUTHORIZED FOR~~September ~~ISSUANCE~~and ~~UNDER~~December ~~EQUITY~~2022, ~~COMPENSATION~~Logicquest ~~PLANS~~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.

	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)

As of December 31, 2023, and 2022, $39,423 and $0, respectively, are payable by us to Logicquest Technology Limited in regards to expenses that were paid on our behalf by Logicquest Technology Limited.

~~———————~~Item 14. Principal Accounting Fees and Services.

Simon & Edward LLP (1“S&E”) ~~These~~is ~~shares~~the ~~are~~Company’s ~~the~~independent ~~remaining~~registered ~~shares~~public ~~reserved~~accounting ~~and~~firm. ~~available~~Below ~~for~~are ~~issuance~~aggregate ~~under~~fees ~~our~~billed ~~2005~~by ~~Stock~~S&E ~~and~~for ~~Stock~~professional ~~Option~~services ~~Plan~~rendered (for the ~~2005~~year ~~Plan)~~ended December 31, 2023.

~~EMPLOYEE~~Audit ~~STOCK OPTION PLANS~~Fees

The ~~Company~~fees ~~had~~for ~~adopted~~ the ~~2002~~audit ~~Stock~~services billed and ~~Stock Option Plan under which incentive stock options for up~~ to ~~22,500 common shares may~~ be ~~awarded~~billed toby ~~officers,~~S&E ~~directors~~for ~~and~~the ~~key~~year ~~employees. The~~ended ~~plan was designed to attract and reward key executive personnel. As of~~ December 31, ~~2009,~~2023 weamounted ~~had~~to ~~granted all 22~~$30,~~500 awards under the 2002 stock plan and all awards granted under the 2002 stock plan have expired prior hereto~~000. ~~The 2002 stock plan has been terminated.~~

InAudit-Related 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.Fees

~~Item 13~~None. ~~Certain Relationships and Related Transactions, and Director Independence.~~

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

~~Accrued~~There ~~liabilities~~were tono ~~related~~fees ~~parties:~~billed by S&E for professional services for tax compliance, tax advice, and tax planning for 2023.

~~During~~All ~~the~~Other 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.Fees

InThere ~~June~~were ~~2022,~~no ~~Tang~~fees ~~Chuan~~billed ~~Choon,~~by aS&E ~~third~~for ~~party,~~other ~~signed an~~products ~~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~~services ~~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 $12023. ~~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.~~

InAudit ~~September~~Committee’s ~~and~~Pre-Approval 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.Process

AsThe Board of ~~December~~Directors ~~31,~~acts ~~2022,~~as ~~and~~the ~~2021,~~audit $0committee ~~and~~of $1the Company,~~050,079, respectively,~~ ~~are~~and ~~payable~~accordingly, byall usservices toare ~~Logicquest~~approved ~~Technology~~by ~~Limited~~all inthe ~~regards~~members toof ~~expenses~~the ~~that~~Board ~~were~~of ~~paid on our behalf by Logicquest Technology Limited~~Directors.

~~Equity Related:~~18

AsTable 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.Contents

~~DIRECTOR~~Item ~~INDEPENDENCE~~15. Exhibits, Financial Statement Schedules.

~~Our~~(a) 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.Exhibits:

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

REVIEW, APPROVAL AND RATIFICATION OF RELATED PARTY TRANSACTIONS

101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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(sb). InThe ~~connection~~following ~~with~~documents ~~the~~are ~~approval~~filed ofas ~~the~~part ~~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.report:

We1. ~~intend to~~Financial ~~establish~~Statements: ~~formal~~Balance ~~policies~~Sheet, ~~and~~Statement ~~procedures~~of ~~in the future~~Operations, ~~once~~Statement weof ~~have~~Stockholder’s ~~sufficient~~Equity, ~~resources~~Statement ~~and~~of ~~have~~Cash ~~appointed additional directors. On a moving forward basis~~Flows, ~~our~~and ~~sole~~Notes ~~director will continue~~ to ~~approve~~Financial ~~any related party transaction based on the criteria set forth above~~Statements.

~~Item 14. Principal Accountant Fees and Services.~~19

~~OUR~~Table ~~INDEPENDENT~~of ~~ACCOUNTANT~~Contents

~~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.~~SIGNATURES

1.In ~~AUDIT~~accordance ~~FEES~~with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

2.In ~~TAX~~accordance ~~FEES~~with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

NAME	POSITION	DATE

/s/ Ben Errez	Chief Executive Officer	April 16, 2024
Ben Errez	(Principal Executive Officer), Chief Financial Officer (Principal Financial Officer) Chief Accounting Officer (Controller or Principal Accounting Officer), and Director

/s/ Ezra Laniado	Director	April 16, 2024
Ezra Laniado

/s/ Geneveive Baer	Director	April 16, 2024
Geneveive Baer

2022				2021
$	—			$	—

3.Table ~~ALL~~of ~~OTHER FEES.~~Contents

2022				2021
$	—			$	—

COYNI, INC.

~~PRE-APPROVAL~~FINANCIAL ~~POLICIES.~~STATEMENTS

~~Our~~WITH ~~Audit~~REPORT ~~Committee~~OF ~~(or~~INDEPENDENT ~~the~~REGISTERED ~~members~~PUBLIC ofACCOUNTING 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.FIRMS

~~PERCENTAGE~~FOR OFTHE ~~SERVICES~~YEARS ~~APPROVED~~ENDED BYDECEMBER ~~OUR~~31, ~~AUDIT~~2023 ~~COMMITTEE.~~AND 2022

~~There~~TABLE ~~were~~OF 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.CONTENTS

	PAGE
Report of Independent Registered Public Accounting Firm (PCAOB ID 2485)	F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2
Financial Statements
Balance Sheets as of December 31, 2023 and 2022	F-3
Statements of Operations for the years ended December 31, 2023 and 2022	F-4
Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022	F-5
Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-6
Notes to Financial Statements	F-7

~~PART IV~~21

~~Item~~Table ~~15.~~of ~~Exhibits and Financial Statement Schedules.~~Contents

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Item~~17506 ~~16.~~Colima ~~Form~~Road, 10Ste 101, City of Industry, CA 91748 Tel: +1 (626) 581-K0818 ~~Summary.~~Fax: +1 (626) 581-0809

~~None.~~To the Board of Directors and Shareholders of

21Coyni Inc.

~~SIGNATURES~~Opinion on the Financial Statements

~~Pursuant~~We tohave audited the ~~requirements~~accompanying balance sheet of ~~Section~~Coyni 13Inc. ~~or 15~~(dthe “Company”) as of ~~the~~December ~~Securities~~31, ~~Exchange~~2023, ~~Act~~the statement of ~~1934~~operations, stockholders’ deficit, and cash flow for the ~~registrant~~year ~~has~~then ~~duly~~ended, ~~caused~~and ~~this~~the ~~report~~related notes (collectively referred to beas ~~signed~~the on“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its ~~behalf~~operations byand its cash flows for the ~~undersigned~~year then ended, ~~thereunto~~ ~~duly~~in ~~authorized~~conformity with accounting principles generally accepted in the United States of America.

	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)

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

InThe ~~accordance~~accompanying ~~with~~financial statements have been prepared assuming that the ~~Exchange~~Company ~~Act~~will continue as a going concern. As described in Note 2 to the financial statements, ~~this~~the ~~report~~ Company has ~~been~~suffered ~~signed~~recurring ~~below~~losses byfrom ~~the~~operations, ~~following~~and ~~persons~~has ona ~~behalf~~net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the ~~registrant~~events and conditions and management’s plans regarding these matters are also described in ~~the~~Note ~~capacities~~2. ~~and~~The onfinancial statements do not include any adjustments that might result from the ~~dates~~outcome ~~indicated~~of this uncertainty. Our opinion is not modified with respect to this matter.

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)

Basis for Opinion

22These 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 audit. 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.

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

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

Our audit 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 audit 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 audit provide a reasonable basis for our opinion.

Critical Audit Matter

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 judgments. We determined that there are no critical audit matters.

/s/Simon & Edward, LLP

We have served as the Company's auditor since 2023.

Rowland Heights, CA

April 16, 2024

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Coyni, Inc. (formerly, Logicquest Technology, Inc.)

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Coyni, Inc. (formerly, Logicquest Technology, Inc.) (the “Company”) as of December 31, 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year 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 the results of its operations and its cash flows for the year 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2005. In July 2023, we became the predecessor auditor.

Beijing, China

March 30, 2023

F-2

Table of Contents

COYNI, INC.

BALANCE SHEETS

	December 31,			December 31,
	2023			2022
ASSETS
Current assets:
Prepaid expenses and other current assets	$	2,011		$	511
Total current assets		2,011			511
Total assets	$	2,011		$	511

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accrued liabilities and other payables	$	76,706		$	28,962
Due to related party		82,142			-
Total current liabilities		158,848			28,962

Stockholders' deficit:
Undesignated preferred stock, $0.001 par value, 9,999,942 shares authorized, none issued and outstanding		-			-
Series C convertible non-redeemable preferred stock, $0.001 par value, 48 shares authorized, issued and outstanding at December 31, 2023 and 2022; $12,500 per share liquidation preference ($600,000 aggregate liquidation preference at December 31, 2023)		-			-
Series D convertible non-redeemable preferred stock, $0.001 par value, 10 shares authorized, issued and outstanding at December 31, 2023 and 2022; $8,725 per share liquidation preference ($87,250 aggregate liquidation preference at December 31, 2023)		-			-
Common stock, $0.001 par value, 200,000,000 shares authorized, 101,301,968 and 2,301,968 shares issued and outstanding at December 31, 2023 and 2022, respectively		101,302			2,302
Additional paid-in capital		29,321,475			29,198,773
Accumulated deficit		(29,579,614	)		(29,229,526	)
Total stockholders' deficit		(156,837	)		(28,451	)
Total liabilities and stockholders' deficit	$	2,011		$	511

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

F-3

Table of Contents

COYNI, INC.

STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	2023			2022

Operating expenses
Stock compensation expense	$	221,702		$	-
General and administrative expenses		128,386			94,092
Loss from operations		(350,088	)		(94,092	)

Non-operating income
Interest expense		-			(133,004	)
Total non-operating income, net		-			(133,004	)

Net loss	$	(350,088	)	$	(227,096	)

Net loss per share – basic and diluted	$	(0.00	)	$	(0.10	)

Basic and diluted weighted average shares outstanding		86,370,461			2,301,968

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

F-4

Table of Contents

COYNI, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

					PREFERRED STOCK								ADDITIONAL
					SERIES C				SERIES D				PAID-IN			ACCUMULATED
	SHARES		CAPITAL		SHARES		CAPITAL		SHARES		CAPITAL		CAPITAL			DEFICIT			TOTAL
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	)
Net loss		-		-		-		-		-		-		-			(350,088	)		(350,088	)
Merger and reorganization		1,000,000		1,000		-		-		-		-		(1,000	)		-			-
Stock Compensation expense		98,000,000		98,000		-		-		-		-		123,702			-			221,702
Balance at December 31, 2023		101,301,968	$	101,302		48	$	-		10	$	-	$	29,321,475		$	(29,579,614	)	$	(156,837	)

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

F-5

Table of Contents

COYNI, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	2023			2022

Cash flows from operating activities:
Net loss	$	(350,088	)	$	(227,096	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Compensation expense		221,702			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(1,500	)		979
Accrued liabilities and other payables		129,886			226,117
Net cash used in operating activities		-			-

Net decrease in cash and cash equivalents		-			-
Cash and cash equivalents at beginning of period		-			-
Cash and cash equivalents at end of period	$	-		$	-

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

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

F-6

Table of Contents

COYNI, INC.

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Coyni, Inc. (“we”, “our”, the “Company” or “Coyni”) 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. On March 19, 2015, the Company changed its name to Logicquest Technology, Inc. (“Logicquest”) from Bluegate Corporation. On June 23, 2023, the Company changed its name to Coyni, Inc. (“Coyni”).

The Company currently has no operations and the Company’s Board of Directors is currently seeking investment opportunities. Effective on April 7, 2023, the selling shareholder of our Company, who owned 97.70% equity ownership of the Company and also held a control position in the Company sold all of his equity interest in the Company (consisting of 98,000,000 shares of restricted common stock, 48 shares of Series C convertible non-redeemable preferred stock and 10 shares of Series D convertible non-redeemable preferred stock) to RYVYL, Inc. for a total purchase price of $225,000. After giving effect to the purchases, RYVYL, Inc. will become the major and controlling shareholder of the Company and the transaction.

On June 8, 2023, the Company entered an Agreement and plan of Merger with Coyni, Inc. (“old Coyni”), old Coyni shall be merged with and into the Company (or “Coyni”). On or about December 6, 2023, the Company filed a Termination of Merger (“Termination of Merger”) with the Nevada Secretary of State. Once approved and processed, this will result in the termination of the Merger Agreement entered on June 8, 2023. The Merger Agreement has been rescinded and revoked due to a change in business strategy. The filing of the Termination of Merger is not self-effectuating, and must be approved by the Nevada Secretary of State. In February 2024, the termination of merger was rejected by NV Secretary of State. As a result, the Company has not pursued moving the termination along.

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

BASIS OF PRESENTATION

The accompanying interim financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission.

SIGNIFICANT ESTIMATES

The preparation of financial statements in conformity with 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. 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 December 31, 2023 and 2022, and for the years ended December 31, 2023 and 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

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.

F-7

Table of Contents

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

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, 2023 and 2022. Accordingly, basic and diluted losses per share were identical for the years ended December 31, 2023 and 2022.

STOCK BASED COMPENSATION

The Company accounts for share-based compensation awards in accordance with ASC 718, “Compensation – Stock Compensation”. The cost of services received from employees and non-employees in exchange for awards of equity instruments is recognized in the statement of operations based on the estimated fair value of those awards on the grant date and amortized on a straight-line basis over the requisite service period or vesting period. The Company records forfeitures as they occur.

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, 2023 and 2022, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from related parties We experienced negative financial results as follows:

	2023			2022
Net loss for the years ended December 31, 2023 and 2022	$	(350,088	)	$	(227,096	)
Negative working capital as of December 31, 2023 and 2022		(156,837	)		(28,451	)
Stockholders’ deficit as of December 31,2023 and 2022		(156,837	)		(28,451	)

F-8

Table of Contents

3. ACCRUED LIABILITIES AND OTHER PAYABLES

The accrued liabilities are summarized below:

	December 31, 2023		December 31, 2022
Accrued general and administrative expenses	$	37,283	$	28,962
Other payables		39,423		-
Accrued liabilities and other payables	$	76,706	$	28,962

As of December 31, 2023 and 2022, accrued liabilities mainly consists of unpaid professional fee such as legal and audit fee, other payable mainly consist of due to ex-shareholder.

4. DUE TO RELATED PARTY

As of December 31, 2023 and 2022, the Company had due to related parties of $82,142 and $0, respectively, mainly was the Company’s expenses that were paid by RYVYL Inc., the controlling shareholder.

5. INCOME TAXES

The composition of deferred tax assets at December 31, 2023 and 2022 were as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets
Benefit from carryforward of net operating loss	$	2,360,457		$	2,333,496
Less valuation allowance		(2,360,457	)		(2,333,496	)
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 2023 and 2022, is attributable to the valuation allowance.

At December 31, 2023, 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 $2,131,464 that will carryforward indefinitely.

6. SHAREHOLDERS’ EQUITY

On February 24, 2023, the Board of Directors agreed to issue 98,000,000 shares of the Company’s to Ang Woon Han (the former major shareholder of the Company) to serve as the Company’s director. The fair value of the shares issued to Ang Woon Han was $221,702 on the grant date and the shares were vested immediately, which was fully recognized as stock-based compensation expense during the year ended December 31, 2023.

On June 8, 2023, the Company executed a merger agreement which provided for an additional 1,000,000 shares to be issued to RYVYL, as a result, RYVYL owns 99,000,000 common shares of the Company.

7. SUBSEQUENT EVENTS

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company has no material subsequent event that needs to be disclosed.

F-9

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Dated: April 16, 2024

/s/ Ben Errez

Ben Errez, Chief Executive Officer

(Principal Executive and Financial Officer)

Filing Compare · Coyni, Inc.