UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

DecemberFor 31,the 2022fiscal year ended 

December 31, 2023

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

For the transition period from ______ to ______

000Commission File Number: 

000-51815

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-5057897
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

230 Victoria Street Bugis Junction

#15-01/08, 

Singapore

188024

(Address of principal executive offices, including Zip Code)

+65 9366 2322

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol( s )		Name of each exchange on which registered
N/A

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

Common Stock, $0.0001 par value per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨

Yes

x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

¨

Yes

x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x

Yes

¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x

Yes

¨

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company x Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

¨

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

¨

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

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

¨

Yes

x

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 202

~~June 30, 2022~~3

, based upon the closing price of the registrant’s common stock as reported by the OTC:QX on such date, was approximately $25,465,605. This calculation does not reflect a determination that persons are affiliates for any other purposes.

As of April

~~was approximately $24,144,000. This calculation does not reflect a determination that persons are affiliates for any other purposes.~~30

, 2024, the issuer had 219,786,751 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

Table of Contents

			Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			ii
USE OF TERMS			ii
PART I			1
	Item 1.	Business	1
	Item 1A.	Risk Factors	116
	Item 1B	Unresolved Staff Comments	2320
	Item 2.	Properties	2320
	Item 3.	Legal Proceedings	2320
	Item 4.	Mine Safety Disclosures	2320
PART II			2421
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2421
	Item 6.	Reserved	2522
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2623
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3734
	Item 8.	Financial Statements and Supplementary Data	F-1
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4035
	Item 9A.	Controls and Procedures	4035
	Item 9B.	Other Information	4036
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	4036
PART III			4137
	Item 10.	Directors, Executive Officers and Corporate Governance	4137
	Item 11.	Executive Compensation	4843
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5247
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	5348
	Item 14.	Principal Accountant Fees and Services	5348
PART IV			5450
	Item 15.	Exhibits, and Financial Statement Schedules	5450
	Item 16.	Form 10-K Summary	5552
SIGNATURES			5653

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K (“Annual Report”) and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical facts contained in this Annual Report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “could,” “would,” “continue” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such, the Company’s actual future activities and results of operations may be materially different from those set forth in the forward-looking statements.

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

Any or all of the forward-looking statements in this Annual Report may turn out to be inaccurate, and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:

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

dependence on key personnel;

· the consummation of that certain business combination with Abri SPAC I, Inc. (“Abri”) whereby DLQ, Inc., a Nevada corporation and wholly-owned subsidiary of the Company shall merge with a merger subsidiary of Abri and survive as a wholly-owned subsidiary of Abri, a special purpose acquisition company (SPAC) ;

industry competition;

continued growth of mobile app markets;

the operation of our business; and

general economic conditions in the United States.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Furthermore, among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” in this Annual Report and elsewhere in this document and in our other filings with the SEC.

USE OF TERMS

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

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

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

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

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

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

“

GoLogiq Inc” (formerly known as Lovarra Inc), a related company, accounting acquirer of the AppLogiq/CreateApp business from the Company.

~~PART I~~PA

~~Item~~RT ~~1. Business~~I

em 1. Business

Corporate Information

Logiq, Inc., ~~formerly known as Weyland Tech, Inc.,~~ is a Delaware corporation that was incorporated in 2004. Logiq is headquartered in New York, with offices in New York City ~~and Minneapolis~~. The Company’s common stock is quoted on the ~~OTCQX~~OTC Markets under the symbol “LGIQ”~~, and the NEO Exchange in Canada under the same symbol~~.

Overview

~~The~~Until November 2, 2023 the Company ~~offers~~offered solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of ecommerce for their clients. The Company’s solutions are provided through “DataLogiq” business, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast ecommerce landscape.

The Company, through its DataLogiq platform offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”) basis. The Company provides its digital marketing to SMBs in a wide variety of industry sectors. The Company believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. The Company recognizes revenue on our SaaS platform when provisioning services for their marketing campaigns. They also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing basis.

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

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

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

· On March 29, 2021, the Company completed the acquisition of Rebel AI, Inc., a Delaware corporation (“Rebel”). By acquiring Rebel and its platform, the Company enables brands and agencies to securely transact media and activate first-party data.

· On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a company beneficially owned entirely by the Company (the “Buyer”), Section 2383 LLC, a Wyoming limited liability company (“Seller”), Travis Phipps, an individual (“Phipps”) and Robb Billy (“Billy” and, together with Phipps, the “Founders”) and Travis Phipps, as Representative, entered into an asset purchase agreement (the “Battle Bridge Purchase Agreement”) whereby the Buyer agreed to purchase from Seller and Seller agreed to sell to Buyer substantially all of the assets of Seller which represents the “Battle Bridge Labs” business (the “Battle Bridge Assets”) (collectively, the “Transaction”). The consummation of the Transaction (the “Closing”) occurred simultaneously with execution of the Battle Bridge Purchase Agreement on March 31, 2022.

AppLogiq Spin-Off

On December 15, 2021, the Company entered into various agreements with GoLogiq, Inc. (then known as Lovarra), a Nevada corporation (“GoLogiq”) and a public reporting company that, at the time, was a majority owned subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to GoLogiq, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). GoLogiq is a fully reporting U.S. public company. In connection with the Separation, the Company announced that it intended to distribute, on a pro rata basis, 100% of the Company’s ownership interests in GoLogiq to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares was expected to occur approximately six months from completion of the Separation (the “Distribution Date”), subject to customary conditions and approvals.

On January 27, 2022, the Company completed the transfer of its AppLogiq business to GoLogiq. In connection with the completion of the transfer of AppLogiq to GoLogiq, GoLogiq issued 26,350,756 shares of its common stock to the Company (the “GoLogiq Shares”). The Company held the GoLogiq Shares until it distributed 100% of the GoLogiq Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra) upon completion of the Distribution.

On July 27, 2022, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of GoLogiq.

As of December 31, ~~2022~~2023, the Company controlled, through one of its subsidiaries, approximately 117.16% of the GoLogiq’s issued and outstanding shares of common stock.

~~Pending~~ DataLogiq Spin-off

At Closing Abri will deliver to the Company $114 million worth of shares Abri common stock, par value $0.0001, at $10.00 per share (the “Merger Consideration Shares”). Also at Closing, the Company will issue a dividend to its shareholders on a pro-rata basis equal to 25% of the aggregate Merger Consideration Shares (the “Dividend Shares”), payable to the Company shareholders of record as of a record date to be set shortly before Closing. More information relating to the Merger Agreement, the dividend and the various agreements associated with the Merger Agreement can be found in the Form 8-K filed by the Company on September 12, 2022.

On May 1, 2023, the Company and DLQ into an amendment to the Merger Agreement (the “First Amendment”) with the other parties thereto, to remove the requirement that Abri have at least $5,000,001 of net tangible assets either immediately prior to or upon consummation of the Merger.

On June 8, 2023, the Company and DLQ entered into a second amendment to the Merger Agreement (the “Second Amendment”) with the other parties thereto, to (i) amend the exchange on which its securities can be listed in connection with the Business Combination to include being listed on Nasdaq Global Market, and (ii) waive any default of Section 9.1(i) of the Merger Agreement for having received a notice from Nasdaq for non-compliance.

On July 20, 2023, the Company, DLQ, Abri and Merger Sub entered into the Third Amendment to the Merger Agreement (the “Third Amendment”) to (i) remove provisions related to the transfer of certain intellectual property assets of Fixel AI, Inc. (“Fixel”) and Rebel AI, Inc. (“Rebel”), (ii) change the name of the Surviving Corporation to “Collective Audience, Inc.”, and (iii) increase the size of the senior financing facility from $25 Million to $30 Million.

% to approximately

% of the aggregate Merger Consideration, (ii) require DLQ to distribute

% of the Merger Consideration Shares to certain investors in DLQ, and (iii) reduce the number of Merger Consideration Shares subject to Lock-Up Agreements, effective as of Closing, from

% to

On November 2, 2023, the Merger was completed and the Merger Agreement was successfully Closed. In connection to with the completion of the Merger, the Combined Company issued 3,762,000 of the Combined Company shares to the Company.

On the year ended December 31, 2023, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of DLQ, Inc.

Products

~~DATALogiq~~The ~~operates~~Company ~~its~~currently ~~DATALogiq-branded~~owns ~~consumer~~the ~~data~~IP ~~management~~from ~~platform~~products ~~powered~~and byservices ~~lead~~not ~~generation,~~part ~~online~~of ~~marketing,~~the Distribution and ~~multichannel~~Spin ~~reengagement~~Off ~~strategies~~in ~~through~~2023 ~~its~~and ~~owned~~is evaluating mergers and ~~operated~~acquisitions ~~brands~~in various industries that could, if completed, enhance shareholder value.

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

Product Development

DATALogiq is developing an end-to-end marketing technology platform utilizing big data and artificial intelligence (“AI”) for enterprise and SMB clients that will allow clients to develop desired target audiences, activate campaigns, insert creative content and broadcast through a cost-effective advertising channel for the campaign. Development of our software is focused on expanding product lines, designing enhancements to our core technologies, and integrating existing and new products into our principal software architecture and platform technologies. We intend to continue to offer regular updates to our products and to continue to look for opportunities to expand our existing suite of products and services. To date, we have primarily developed products internally, sometimes also licensing or acquiring products, or portions of products, from third parties. These arrangements sometimes require that we pay royalties to third parties. We intend to continue to license or otherwise acquire technology or products from third parties when it makes business sense to do so. In the third quarter of 2020, we rebranded under the Logiq name.

Our offerings now extend to AI-powered, SaaS-based digital marketing solutions for enterprises and major brands. Our customer relationships now range from over one hundred SMBs around the world to publicly traded Fortune 1000 companies. Among the most notable customers are QuinStreet (a marketing technology company), and Sunrun (a solar company).

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

DATALogiq’s data engines offers a uniquely powerful e-commerce and m-commerce platform for many types of businesses and brands. We have and will continue to integrate, existing and new, cutting-edge services with the aim of providing a comprehensive and differentiated e-commerce and m-commerce offering for our existing and interested, new customers. Soon after the close of the Push asset acquisition, the impact of the COVID-19 pandemic quickly emerged, with global lockdowns and the corresponding impact on SMBs. Fortunately, due to the diversification of our revenue sources we have thus far been able to weather the storm.

Our DATALogiq e-commerce data-driven digital marketing business has benefited by shifting to the many solely online businesses that have experienced an uptick in demand due to the pandemic.

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

Our Competitive Strengths

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

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

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

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

Our Strategy

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

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

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

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

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

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

Sales and Marketing

Our sales and marketing efforts are focused on promoting sales, producing expert content and brand awareness. Given the nature of SaaS product platforms and the primary target market of SMBs, a typical go-to-market strategy would have a direct sales force or resellers approach SMBs directly to drive our revenue.

Markets, Geography, and Seasonality

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

Major Customers

For the DATALogiq business in the year ended December 31, 2022, there is no significant customer concentration risk based on our total consolidated revenues.

Research and Development

Our R&D strategy is to offer cutting edge financial, marketing, and advertising technology to the Company’s present and future customers. The Company continues to invest in website and its e-commerce platform. In addition, the Company continues to develop its system support knowledge base and other internal systems. The Company’s commercial and corporate-strategy functions collaborate closely with the R&D team on the Company’s priorities. The R&D strategy determines what capabilities and technologies the Company must have in place to bring the desired solutions to market. R&D capabilities are the technical abilities to discover, develop, or scale marketable solutions. Capabilities are unlocked by a combination of technologies and assets, as well as a focus on the outcomes. The choices of operating model and organizational design will ultimately determine how well the R&D strategy is executed.

Competition

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

We face competition principally from regional players that operate across several markets in the United States. We also face competition from single-market players. We compete to attract, engage and retain buyers based on the variety and value of products and services listed on its marketplaces. We also compete to attract and retain sellers based on the number and engagement of buyers, the effectiveness and value of the marketing services offered, commission rates and the usefulness of the services provided including data and analytics for potential buyer targeting and the availability of support services.

Intellectual Property

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

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

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

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

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

Employees

WeThe ~~believe~~Company ~~that~~currently ~~our~~has ~~future~~2 ~~success~~contracted ~~will~~personnel ~~depend,~~ in ~~part,~~the onUnited States. None of our ~~ability~~employees toare ~~continue~~represented toby ~~attract,~~a ~~hire,~~union ~~and~~or ~~retain~~covered ~~qualified~~by ~~personnel.~~a collective bargaining agreement.

The Company currently has 23 contracted personnel in the United States. None of our employees are represented by a union or covered by a collective bargaining agreement.

Government Approval

We do not believe that any government agency approval is required for the products and services that we provide to our customers.

Government Regulations

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

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

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

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

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

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

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

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

Environmental Matters

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

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

Corporate Information

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

Company Website

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

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

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

Three Year History

2020

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

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

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

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

2021

On March 3, 2021, the Company, RAI Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Rebel AI, Inc., a Delaware corporation (“Rebel AI”), and Emmanuel Puentes, on behalf of the stockholders of Rebel AI (in such capacity, the “Stockholders’ Agent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the parties intend to effect a merger of Merger Sub with and into Rebel AI, whereby the separate existence of Merger Sub will cease and Rebel AI will become a wholly-owned subsidiary of the Company (the “Merger”). The Merger closed on March 29, 2021 and Rebel AI became a wholly-owned subsidiary of the Company. As consideration for the Merger, at the Closing, the Company delivered to those persons set forth in the Merger Agreement an aggregate cash payment of $1,126,000 (the “Cash Consideration”), and an aggregate number of restricted shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), equal to (i) (x) $7,000,000, divided by (ii) the volume weighted average closing price of the Company’s Common Stock for the twenty consecutive trading days prior to Closing (the “Stock Consideration,” and together with the Cash Consideration, the “Merger Consideration”), subject in each case to adjustment as provided in the Merger Agreement. Notwithstanding the foregoing, pursuant to the terms of the Merger Agreement, (i) a portion of the Cash Consideration, in an amount equal to the outstanding balance of that PPP Loan made to Rebel AI in January 2021, shall be withheld at Closing and placed into an escrow account, pending forgiveness or repayment of the PPP Loan, as applicable, and (ii) $2,000,000 of Common Stock shall be withheld from the Stock Consideration and deposited into an escrow account, pending release in accordance with the terms of the Merger Agreement.

On June 9, 2021, the Company entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to a Canadian initial public offering (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (“Common Stock”, and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share, subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”) of June 17, 2021 (the “Closing Date”). The Warrants will be governed by a warrant indenture (the “Warrant Indenture”) between the Company and Odyssey Trust Company (the “Warrant Agent”). No Units will be issued, however, as the Units will be immediately separated and purchasers will receive only shares of Common Stock and Warrants. Furthermore, the Company agreed to issue 83,333 units of securities (the “Advisory Fee Units”) to the Agent as compensation for certain strategic advisory and support services rendered. This number was determined by dividing C$250,000 by the Offering Price. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one warrant exercisable to purchase one share of Common Stock at an exercise price of C$3.50 for a period of 36 months from the Closing Date. On June 21, 2021, the Offering closed whereby the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting offering expenses. The Company also issued 83,333 units of securities (the “Advisory Fee Units”), and 158,115 non-transferrable compensation options (the “Agent Options”) to the Agent as compensation for certain strategic advisory and support services rendered to the Company in connection with the Offering. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one Warrant. Each Agent Option is exercisable for one Unit at an exercise price of C$3.00 per Unit. On June 21, 2021, the Company’s common stock began trading on the NEO Exchange under the symbol “LGIQ”. The Company’s common stock continues to trade in the United States on the OTCQX under the same symbol.

On December 15, 2021, we entered into various agreements with Lovarra, a Nevada corporation (“Lovarra”) and public reporting subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to Lovarra, subject to customary conditions and approvals and completion of requisite financial statement audits (the “Separation”). Lovarra is a fully reporting U.S. public company, which is approximately 78.5% owned by the Company’s wholly owned subsidiary GoLogiq LLC (“GoLogiq”). In connection with the Separation, the Company intends to distribute, on a pro rata basis, 100% of the Company’s ownership interests in Lovarra to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares is expected to occur six months from completion of the Separation (the “Distribution Date”). On January 27, 2022, we completed the transfer of our AppLogiq business to Lovarra. In connection with the completion of the transfer of AppLogiq to Lovarra, Lovarra issued 26,350,756 shares of its common stock to the Company (the “Lovarra Shares”). The Company will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra), which the Company intends to complete approximately 6 months from now, subject to customary conditions and approvals. Until such time as the Distribution is complete, we will consolidate and report the financials of the AppLogiq business as a consolidated subsidiary of Logiq.

2022

On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a company beneficially owned entirely by the Company (the “Buyer”), Section 2383 LLC, a Wyoming limited liability company (“Seller”), Travis Phipps, an individual (“Phipps”) and Robb Billy (“Billy” and, together with Phipps, the “Founders”) and Travis Phipps, as Representative, entered into an asset purchase agreement (the “Battle Bridge Purchase Agreement”) whereby the Buyer agreed to purchase from Seller and Seller agreed to sell to Buyer substantially all of the assets of Seller which represents the “Battle Bridge Labs” business (the “Battle Bridge Assets”) (collectively, the “Transaction”). The consummation of the Transaction (the “Closing”) occurred simultaneously with execution of the Battle Bridge Purchase Agreement on March 31, 2022.

On September 9, 2022, the Company and the Company’s wholly-owned subsidiary, DLQ, Inc., a Nevada corporation (“DLQ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abri SPAC I, Inc., a Delaware corporation, (“Abri”), and Abri Merger Sub (“Merger Sub”) wherein Merger Sub will merge with and into DLQ with DLQ being the surviving company (“Surviving Company”), and a wholly owned subsidiary of Abri. The Merger is expected to close after obtaining the required approval by the stockholders of Abri and the Company, and upon the satisfaction of certain other customary closing conditions (“Closing”). At Closing Abri will deliver to the Company $114 million worth of shares Abri common stock, par value $0.0001, at $10.00 per share (the “Merger Consideration Shares”). Also at Closing, the Company will issue a dividend to its shareholders on a pro-rata basis equal to 25% of the aggregate Merger Consideration Shares (the “Dividend Shares”), payable to the Company shareholders of record as of a record date to be set shortly before Closing. More information relating to the Merger Agreement, the dividend and the various agreements associated with the Merger Agreement can be found in the Form 8-K filed by the Company on September 12, 2022.

102023

~~Item~~On 1ASeptember 9, 2022, the Company and the Company’s wholly-owned subsidiary, DLQ, Inc., ~~Risk~~a ~~Factors~~Nevada corporation (“DLQ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abri SPAC I, Inc., a Delaware corporation, (“Abri”), and Abri Merger Sub (“Merger Sub”) wherein Merger Sub will merge with and into DLQ with DLQ being the surviving company (“Surviving Company”), and a wholly owned subsidiary of Abri. The Merger is expected to close after obtaining the required approval by the stockholders of Abri and the Company, and upon the satisfaction of certain other customary closing conditions (“Closing”).

On August 28, 2023, the Company, DLQ, Abri and Merger Sub entered into the Fourth Amendment to the Merger Agreement (the “Fourth Amendment”) to (i) increase the number of shares being distributed to public stockholders of the Company from approximately 25% to approximately 33% of the aggregate Merger Consideration, (ii) require DLQ to distribute 14% of the Merger Consideration Shares to certain investors in DLQ, and (iii) reduce the number of Merger Consideration Shares subject to Lock-Up Agreements, effective as of Closing, from 75% to 53%.

At December 31, 2023, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of DLQ, Inc.

em 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our financial statements and the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. In addition to other information in this Annual Report and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

RISKS RELATED TO OUR BUSINESS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We derive a significant percentage of our revenues from a concentrated group of customers and the loss of more than one of our major customers could materially and adversely affect our business, results of operations or financial condition.10

With the new business segment of DATALogiq, on a consolidated revenue basis, there is no significant customer concentration in FY2022.

No single customer represented significant concentration risk during fiscal year 2022, 2021 and 2020.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

17Management has concluded that there is substantial doubt about our ability to continue as a going concern, and the report of our independent registered public accounting firm contains an explanatory paragraph as to our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

Because we have limited operations and have sustained operating losses resulting in a deficit, substantial doubt exists regarding our ability to remain as a going concern. Accordingly, the report of Centurion ZD CPA & Co., our independent registered public accounting firm, with respect to our financial statements as of and for the year ended December 31, 2023, includes an explanatory paragraph as to our potential inability to continue as a going concern. The doubts regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.

Due to material weaknesses in our internal control over financial reporting related to impairment of intangible assets associated with CreateApp business and treatment of the reverse acquisition by GoLogiq Inc. on January 27, 2022 within the reporting of subsequent events, we are restating our previously issued consolidated financial statements for several prior periods, which has resulted in unanticipated costs and may adversely affect investor confidence, our stock price, our ability to raise capital in the future and our reputation, and may result in stockholder litigation and regulatory actions.

We have incurred unanticipated costs for accounting and legal fees in connection with the restatements, and the restatements may have the effect of eroding investor confidence in our Company and our financial reporting and accounting practices and processes and may raise reputational issues for our business. The restatements may negatively impact the trading price of our securities and make it more difficult for us to raise capital on acceptable terms, or at all. In addition, the restatements and related material weaknesses in our internal control over financial reporting may also result in stockholder litigation against us, or adverse regulatory consequences, including investigations, penalties or suspensions by the SEC. Any such regulatory consequences, litigation, claim or dispute, whether successful or not, could subject us to additional costs, divert the attention of our management, or impair our reputation. Each of these consequences could have a material adverse effect on our business, results of operations and financial condition.

We are subject to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 which subjects us to certain risks below.

Our financial statements contained in this annual report have been audited by,

Centurion ZD CPA & Co. (“Centurion”)

, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States), or the “PCAOB,” and operating in Hong Kong, and is currently subject to PCAOB rules regarding periodical inspection. However, our securities may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act, or the HFCA Act, if the PCAOB is unable to inspect our auditor for two consecutive years, resulting in an exchange determining to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amending the HFCA Act and requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at any future time. On August 26, 2022, the China Securities Regulatory Commission (the “CSRC”), the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of audit firms based in China and Hong Kong (together, the “People’s Republic of China” or the “PRC”) , taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “Recent joint statement by the SEC and Public Company Accounting Oversight Board and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to companies with non-U.S. auditors who are not inspected by the PCAOB.”

Recent joint statement by the SEC and Public Company Accounting Oversight Board and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to companies with non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.

On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act.

On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act 2023 was signed into law, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two years.

The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors to lose confidence in the audit procedures and reported financial information and the quality of the financial statements of those companies who have China-based auditors.

On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the “Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

Our auditor,

Centurion ZD CPA & Co

, is registered with the PCAOB and operating in Hong Kong, and is currently subject to PCAOB rules regarding periodical inspection. On December 16, 2021, the PCAOB issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong and included in the report of its determination a list of the accounting firms that are headquartered in the PRC or Hong Kong.

On May 4, 2022, the Company was conclusively identified by the SEC as a Commission-Identified Issuer pursuant to the Holding Foreign Companies Accountable Act (the “HFCAA”) because it filed its Annual Report on Form 10-K containing audited financial statements for the fiscal year ended December 31, 2021 with an audit report by Centurion. Centurion is a Hong Kong-based public accounting firm previously deemed to be inaccessible for complete inspection by the PCAOB due to an authority’s position in the foreign jurisdiction. The inability of the PCAOB to inspect or investigate our auditor subjected the company to restrictions under the HFCAA, including the risk of having the Company’s shares subject to a trading prohibition.

However, in August 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. From September to November 2022, PCAOB staff conducted on-site inspections and investigations of Centurion.

In December 2022, the PCAOB announced that it had obtained complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong. It also confirmed that, until new determinations are issued by the PCAOB, no Commission-Identified Issuers, including the Company, are at risk of trading prohibition under the HFCAA.

However, if in the future the PRC adopts positions at any time in the future that would prevent the PCAOB from continuing to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong, or if.

the laws of the United States change, it is possible that such changes could make our current auditor arrangement inadequate. In addition, while we currently do not conduct business in the PRC, the recent developments would add uncertainties to any potential business in the PRC and we cannot assure you whether regulatory authorities would apply additional and more stringent criteria to us should we conduct any operations in the PRC in the future.

If we are unable to develop and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, it could have a material adverse effect on our business.

We are required to provide a quarterly management certification and an annual management assessment of the effectiveness of our internal control over financial reporting. As of December 31, 2022, we disclosed the following material weaknesses that have not yet been remediated: (1) we currently lack a functioning audit committee and lack a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) we currently have inadequate segregation of duties consistent with control objectives; (3) we have insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; (4) we have ineffective controls over period end financial disclosure and reporting processes; (5) we have ineffective controls over timely impairments of intangible assets; and (6) we lack internal control over financial reporting in the controls over the accounting treatment of subsequent events.

In addition, due to the material weaknesses in internal control over financial reporting, we have also determined that our disclosure controls and procedures are ineffective.

We cannot assure that the measures we have taken to date, and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in internal control over financial reporting or that they will prevent or avoid potential future material weaknesses to be identified in the future. The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. Any failure to design, implement and maintain effective internal control over financial reporting and effective disclosure controls and procedures, or any difficulties encountered in their implementation or improvement, may result in additional material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect our business, financial condition and results of operations and subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable market or exchange listing rules.

There could also be a negative reaction in the financial markets due to a loss of investor confidence in our Company and the reliability of our financial statements, particularly in light of the restatement of the accompanying consolidated financial statements. Confidence in the reliability of our financial statements could also suffer if we are unable to remediate our existing material weaknesses or report additional material weaknesses in our internal control over financial reporting. This could materially adversely affect us and lead to a decline in the price of our common stock.

RISKS RELATED TO OUR COMMON STOCK

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

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

· changes in the general global economy;

· changes in customer budget cycles;

· the number and scope of ongoing customer engagements;

· changes in the mix of our products and services;

· competitive pricing pressures;

· the extent of cost overruns;

· buying patterns of our customers;

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

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

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

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

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

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

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

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· customer demand for our business solutions;

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

· the operating and stock performance of comparable companies;

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

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

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

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

· exchange rate fluctuations;

· loss of external funding sources;

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

· addition or departure of key personnel.

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

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

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

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

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

The market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. As of March 31, 2023, we have 74,397,~~046shares~~046 shares of our common stock outstanding.

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

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

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

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

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

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

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

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

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

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

Additional funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilutio

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

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

2015

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

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

RISKS RELATED TO INTELLECTUAL PROPERTY

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

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

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

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

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

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

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

The audit report included in this prospectus is prepared by an auditor who has been previously identified by the PCAOB as not previously being able to be inspected by the PCAOB and, as such, our investors may be deprived of the benefits of such inspection. In addition, although the PCAOB has vacated its 2021 determinations that the positions taken by authorities in mainland China and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions, the subsequent change or adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information could cause uncertainty, and if such rules are changed and our audit firm is ~~unalbe~~unable to meet the PCAOB inspection requirement in time frame provided by the HFCAA, our securities may be restricted from trading on a U.S. securities exchange or over-the-counter market.

As a public company with securities quoted on the ~~OTCQX~~OTC marketplace, we are required to have our financial statements audited by an independent registered public accounting firm registered with the PCAOB. A requirement of being registered with the PCAOB is that if requested by the SEC or PCAOB, such accounting firm is required to make its audits and related audit work papers available for regular inspections to assess its compliance with the applicable professional standards. Because our auditor is located in Hong Kong, a jurisdiction where the PCAOB has been unable to conduct inspections because of positions taken by the authorities in that jurisdiction, including an approval requirement by such authorities, the PCAOB has indicated that it currently does not have free access to inspect the work of our auditor. The lack of access to the PCAOB inspection in Hong Kong prevents the PCAOB from fully evaluating audits and quality control procedures of our auditors based in Hong Kong. As a result, our investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of our auditor in Hong Kong makes it more difficult to evaluate the effectiveness of its audit procedures or quality control procedures as compared to auditors outside of Hong Kong and certain other foreign jurisdictions that are subject to the PCAOB inspections.

On December 18, 2020, the HFCAA, was enacted. In essence, the HFCAA requires the SEC to restrict trading of securities on U.S. securities exchanges or OTC markets if the company retains a foreign accounting firm that cannot be inspected by the PCAOB, of which the restrictions shall occur for three consecutive years, unless otherwise terminated before the conclusion of such three year period, beginning in 2021. Our independent registered public accounting firm is located in and organized under the laws of Hong Kong, a jurisdiction where the PCAOB has indicated that it is currently unable to conduct inspections in without the approval of the necessary authorities.

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On June 22, 2021, the U.S. Senate passed the AHFCAA, which as of December 14, 2021, the AHFCAA remains before the House of Representatives for review.

On November 5, 2021, the SEC approved PCAOB Rule 6100, Board determination under the HFCAA, effective immediately. The rule establishes “a framework for the PCAOB’s determinations under the HFCAA that the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by an authority in that jurisdiction.”

On December 2, 2021, SEC announced the adoption of interim final rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified Issuers”). The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the adopting release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022.

On December 16, 2021, the PCAOB issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in certain foreign jurisdictions, including those firms headquartered in Hong Kong, because of positions taken by the authorities in those foreign jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the HFCAA. The report further listed in its Appendix B, Registered Public Accounting Firms Subject to the Hong Kong Determination. The audit report included in this registration statement for the year ended December 31, 2021, was issued by Centurion, an audit firm headquartered in Hong Kong, a jurisdiction that the PCAOB has determined that the PCAOB is unable to conduct inspections or investigate auditors in. Our auditor, Centurion, is among those registered public accounting firms listed by the PCAOB Hong Kong Determination, a determination announced by the PCAOB on December 16, 2021, which the PCAOB is unable to inspect or investigate completely due to the fact it is headquartered in Hong Kong, a Special Administrative Region of the PRC, and because of a position taken by one or more authorities in Hong Kong. As a result, our investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in Hong Kong makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of Hong Kong and certain other foreign jurisdictions that are subject to the PCAOB inspections.

The HFCAA requires, among other things, for the SEC to identify public companies that that have retained a registered public accounting firm to issue an audit report where the firm has a branch or office that: (i) is located in a foreign jurisdiction, and (ii) PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction. On April 12, 2022, the Company was provisionally identified by the SEC as a Commission-Identified Issuer under the HFCAA, and given 15 business days (until May 3, 2022) to contact the SEC with evidentiary proof claiming that we have been incorrectly identified under the HFCAA. Because the Company’s auditors are located in Hong Kong, the Company did not have a claim that it was incorrectly identified under the HFCAA, and as a result, it has been placed on the conclusive list. Due to the fact that we have been placed on the conclusive list, our securities may be subject to prohibitions on trading on a U.S. securities exchange or OTC trading market in the U.S. if we do not engage a new auditor or our auditor is not inspected by the PCAOB for three consecutive years (or two years if the AHFCAA is enacted), which would make it difficult for you to sell your securities. Additionally, the Company will be required to provide certain information to the SEC establishing that it is not owned or controlled by a governmental entity in Hong Kong on or before the filing deadline for the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The Company has not yet submitted such information to the SEC, but intends to do so prior to the deadline. There can be no assurances that the SEC will remove the Company from the list of issuers identified under the HFCAA, either now or in the future.

In addition, the SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection. For example, on August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors from Significant Risks from Chinese Companies to the then President of the United States. This report recommended that the SEC implement five recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory mandate. Some of the concepts of these recommendations were implemented with the enactment of the HFCAA. However, some of the recommendations were more stringent than the HFCAA.

The enactment of the HFCAA and the implications of any additional rulemaking efforts to increase U.S. regulatory access to audit information in Hong Kong could cause investor uncertainty for affected SEC registrants, including us, and the market price of our common stock could be materially adversely affected. Additionally, whether the PCAOB will be able to conduct inspections of our auditor in the next three years (or two years if the AHFCAA is enacted), or at all, is subject to substantial uncertainty and depends on a number of factors out of our control. If our auditor is unable to meet the PCAOB inspection requirement in time or we do not engage a different auditor that complies with the relevant PCAOB inspection requirements, our securities may be restricted from trading on the OTC markets. Such restriction would substantially impair your ability to sell your securities when you wish to do so, and the risk and uncertainty associated with such restrictions on trading would have a negative impact on the price of our securities.

On December 15, 2022, the PCAOB vacated its 2021 determinations that the positions taken by authorities in mainland China and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions. As a result, the Commission will not provisionally or conclusively identify an issuer as a Commission-Identified Issuer if it files an annual report with an audit report issued by a registered public accounting firm headquartered in either jurisdiction on or after December 15, 2022, until such time as the PCAOB issues a new determination.

On December 29, 2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutive years an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial trading prohibition on the issuer’s securities from three years to two years. Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutive years, the Commission is required under the HCFAA to prohibit the trading of the issuer’s securities on a national securities exchange and in the over-the-counter market.

As noted above, on December 15, 2022, the PCAOB vacated its previous determinations that it is unable to inspect and investigate completely PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong. Accordingly, until such time as the PCAOB issues any new determination, there are no issuers at risk of having their securities subject to a trading prohibition under the HFCAA. As such, due to the fact the Company was identified as a Commission-Identified Issuer, there is still a risk that the PCAOB issues a new determination that could put the Company at risk for trading prohibitions despite the PCAOB vacating its determinations related to Hong Kong based auditors such as the Company’s. The Company will continue to monitor the situation for any regulatory changes.

2219

~~Item 1B. Unresolved Staff Comments.~~It

em 1B. Unresolved Staff Comments.

Not applicable.

~~Item 2. Properties~~It

em 2. Properties

Currently, we do not own any real estate.

Our corporate headquarters are in a leased space comprising approximately 300 square feet of office space in New York, New York, at a rate of $923 per month.

The Company’s DataLogiq business segment leases approximately 12,422 square feet comprising 8,737 square feet of office space and 3,685 square feet of warehouse space in Minneapolis, Minnesota, at a rate of $210,000 per annum. The original leased of office space from a related party under common ownership was a 7.5-year lease expiring December 31, 2021. The company extended its lease on the primary offices with a renewal option providing for additional lease period of twelve (12) months expiring December 31, 2022. The related rent expense for the leases is calculated on a straight-line basis with the difference recorded as deferred rent.It

~~For~~em ~~the years ended December 31, 2022, and 2021, the Company DataLogiq recorded approximately $~~3~~,600 and $10,000, respectively, in amortization expense~~. ~~The~~Legal Company’s net rental expense was approximately $191,772 and $267,000 for the years ended December 31, 2022, and 2021, respectively. During a portion of 2021, the Company had two sub-lease agreements under the master operating lease. As of December 31, 2021, the Company had no sub-lease agreements and had a future commitment of rental payments of $210,000 due during the year ended December 31, 2022, which has been realized.Proceedings

On April 2, 2023, Logiq, Inc. was sued in the Fourth Judicial District, State of Minnesota (

~~The~~David ~~Company~~Niaz ~~believes~~v. ~~that~~Logiq, ~~its existing facilities are sufficient to accommodate its current and future operations.~~Inc

., Case No. 27-CV-23-11953) by the listed Plaintiff, and the Complaint includes claims related to alleged unpaid compensation. We have yet to provide an answer to the Complaint as we are seeking proper legal representation in said matter. In addition, it is unclear if the Plaintiff’s Complaint is against the Company or against the Company’s former subsidiary, Logiq, Inc., a Nevada company, which became part of Collective Audience, Inc., on November 2, 2023 as shown in the Company’s filings with the SEC and as described in this Report.

~~Item~~We 3believe that the Plaintiff’s allegations are baseless and wholly without merit, and we plan to vigorously defend against this lawsuit. ~~Legal~~We ~~Proceedings~~have not accrued any expenses related to this lawsuit due to the loss not being probable.

WeIn ~~are~~the ~~not~~ordinary ~~currently~~course aof ~~party~~business, we are from time to ~~any~~time involved in various pending or threatened legal ~~proceedings,~~actions. The litigation orprocess ~~claims,~~is ~~which,~~inherently ifuncertain ~~determined~~and ~~adversely~~it tois ~~us,~~possible ~~would~~that the resolution of such matters might have a material adverse effect onupon our ~~business,~~ financial condition, and/or results of operations. These orclaims ~~cash~~could ~~flows.~~subject Weus ~~may~~to ~~from~~costly ~~time~~litigation. If this were to ~~time~~happen, bethe payment of any such awards could have a ~~party~~material toadverse ~~litigation~~effect on our business, financial condition, and ~~subject~~results toof operations. Additionally, any such claims, ~~incident~~whether toor ~~the~~not ~~ordinary~~successful, ~~course~~could ofdamage our reputation and business. However, ~~Regardless~~in the opinion of ~~the~~our ~~outcome~~management, ~~litigation~~other ~~can~~than ~~have~~as anset ~~adverse~~forth ~~impact~~herein, onmatters currently pending or threatened against us ~~because~~are ofnot ~~defense~~expected ~~and~~to ~~settlement~~have ~~costs,~~a ~~diversion~~material ofadverse ~~management~~effect ~~resources,~~on ~~and~~our ~~other~~financial ~~factors~~position or results of operations.

~~Item 4. Mine Safety Disclosures~~It

em 4. Mine Safety Disclosures

Not applicable.

2320

~~PART II~~PA

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

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

Market Information

Our common stock, par value $0.0001 per share, is traded on the OTC~~:QX~~ ~~under~~Markets ~~the symbol “LGIQ”. Our common stock is also traded and quoted on the NEO Exchange in Canada~~ under the symbol “LGIQ”.

Trading of securities on the OTC:QXBB is often sporadic and investors may have difficulty buying and selling or obtaining market quotations. Any OTC:QXBB market quotations reflect inter-dealer quotations, without adjustment for retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Holders

As of April 1030, ~~2023~~2024, there were 74 219,~~397~~786,~~046~~ 751 shares of our common stock outstanding held by approximately ~~2,700~~626 holders of record of our common stock. This number was derived from our stockholder records and does not include beneficial holders of our common stock whose shares are held in “street name” with various dealers, clearing agencies, banks, brokers and other fiduciaries.

Dividends

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

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

Unregistered Sales of Equity Securities.

During the year ended December 31, ~~2022~~2023, the Company engaged in the following sales and issuances of unregistered securities: a total of 550,~~817~~500,~~274~~568 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received.

2421

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

Use of Proceeds

Not applicable.

Issuer Repurchases of Equity Securities

During the year ended December 31, ~~2022~~2023, there were no repurchases of the Company’s common stock by the Company.

~~Item 6. Reserved~~It

em 6. Reserved

Not applicable.

2522

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

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

The following discussion and analysis of our financial condition and operating results should be read in conjunction with our consolidated financial statements and related notes to those statements included elsewhere in this report. This document contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking statements. The forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Frequently, but not always, forward-looking statements are identified by the use of the future tense and by words such as “believes,” expects,” “anticipates,” “intends,” “will,” “may,” “could,” “would,” “projects,” “continues,” “estimates” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements contained or incorporated by reference in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs, or current expectations. Among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under “Risk Factors” set forth in this Report, elsewhere in this document and in our other filings with the SEC. Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events, or otherwise.

Use of Terms

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

· “Logiq, Inc. (Delaware) (formerly known as Weyland) the “Company,” “we,” “us,” or “our,” are to the business of Logiq, Inc. (Delaware), a Delaware corporation and AppLogiq;

· DataLogiq and DLQ, Inc., a Nevada corporation, business segment;

· “SEC” are to the Securities and Exchange Commission;

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

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

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

Overview

The Company offers solutions that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of ecommerce for their clients. The Company’s solutions are provided through “DataLogiq” business, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB’s discovery and branding within the vast ecommerce landscape.

2623

Recent Corporate Developments

AppLogiq Spin-Off

On July 27, 2022, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of GoLogiq.

As of December 31, ~~2022~~2023, the Company controlled, through one of its subsidiaries, approximately 117.16% of the GoLogiq’s issued and outstanding shares of common stock.

2724

~~Pending~~ DataLogiq Spin-off

At December 31, 2023, the Company completed the Distribution and Spin Off. As a result, the Company no longer has a direct equity ownership of DLQ, Inc.

COVID-19 Effect

Due to the unprecedented effect and related impact of Covid-19 pandemic, the Company has experienced a push back from the Company’s resellers and white label distributors from April 2020, for its Platform as a Service pay-to-use subscription basis. The Company is expecting an uncertain outlook in its service revenues, as its operations in South East Asia are currently being disrupted by the continuing impact of Covid-19 pandemic. In particular, our PAY/GOLogiq associate revenues have been reduced as offices and compulsory lock down protocols are being implemented, which are expected to be in force until the majority of the populous have been vaccinated through to the end of calendar year 2022.

Components of Results of Operations

Revenue (Service)

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

In 2020, during COVID-19, we pursued a path towards higher gross profit margins which involved an elimination of lower margin business and increase of direct sales/marketing. This caused a reduction in overall revenue but successfully yielded higher margins more than double over the course of the following year. Given the recent decline in the stock market and specifically in the price of technology stocks, we felt that it was time to replicate the same strategy and evaluate a higher margin path again.

2825

Cost of Revenue (Service)

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

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

Operating Expenses

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

General and Administrative

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

Depreciation and amortization

– Depreciation and amortization expense consists primarily of amortization of development costs and trademark for our software platforms.

Research and Development

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

Other Income (Expense), net

Other income consists of income received for activities outside of our core business. In 2021, this includes interest from US based financial asset money market funds.

Other (expense) consists of expense for activities outside of our core business. In 2021, DataLogiq incurred early withdrawal fees from an escrow account relating to Conversion Point Technologies.

Provision for Income Taxes

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

2926

Results of Operations for the fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022

The following sets forth selected items from our statements of operations and the percentages that such items bear to net sales for the fiscal years ended December 31, ~~2022~~2023, and December 31, ~~2021~~2022 (Because of rounding, numbers may not foot). The Consolidated results include Logiq, Inc. (a Delaware Corporation) and its subsidiaries, DLQ, Inc (a Nevada Corporation)(formerly Logiq, Inc. (Nevada), Fixel AI Inc. and Rebel Inc. (collectively, also known as the DataLogiq segment). Logiq, Inc. (Delaware) results include our business segment APPLogiq, prior to the Spin off to GoLogiq Inc. and GoLogiq Inc. post Spin off while it remains a material subsidiary of the Company.

Consolidated Results of Continuing Operations

	For the fiscal years ended
	For the year ended
	December 31, 2022					December 31, 2021					Change
	December 31, 2023					December 31, 2022					Change
Revenue (service)	$	~~25,711,991~~-		~~100.0~~-	%	$	~~37,346,859~~-		~~100.0~~-	%	$	~~(11,634,868~~-	)	~~(31.2~~-	)%
Cost of revenues (service)		~~19,776,533~~-		~~76.9~~-			~~26,290,203~~-		~~70.4~~-			~~(6,513,670~~-	)	~~(24.8~~-	)
Gross profit		~~5,935,458~~-		~~23.1~~-			~~11,056,656~~-		~~29.6~~-			~~(5,121,198~~-	)	~~(46.3~~-	)
Depreciation and amortization		10363,~~996,628~~799		~~42.8~~-			3125,~~782,136~~133		~~10.1~~-			7238,~~214,492~~666		190.87
General and administrative		1715,~~158~~891,~~766~~405		~~66.7~~-			186,~~166~~913,~~721~~719		~~48.6~~-			(18,~~007~~977,~~955~~686	)	(5129.59	)
Sales and marketing		1154,~~235,233~~715		~~4.8~~-			225,~~296,483~~000		~~6.1~~-			(1129,~~061,250~~715	)	~~(46~~518.29	)
Impairment loss		19,700,000		76.6			-		-			19,700,000		100.0
Research and development		-		-			2,887,525		-			(2,887,525	)	(100.0	)
Research and development		6,004,248		23.4			7,400,732		19.8			(1,396,484	)	(18.9	)
Total operating expenses		16,409,919		-			9,951,377		-			6,458,542		64.9
Total operating expenses		55,094,875		214.3			31,646,072		84.7			23,448,803		74.1
(Loss) from operations		(16,409,919	)	-			(9,951,377	)	-			(6,458,542)		64.9
(Loss) from operations		(49,159,417	)	(191.2	)		(20,589,416	)	(55.1	)		(28,570,001	)	138.8
Other (Expenses)/Income, net		-		-			-		-			-		-
Other (Expenses)/Income, net		(3,592	)	(0.01	)		474,510		1.27			(478,102	)	(100.8	)
Net (Loss) before income tax		(16,409,919	)	-			(9,951,377	)	-			(6,458,542)		64.9
Net (Loss) before income tax		(49,163,009	)	(191.2	)		(20,114,906	)	(53.9	)		(29,048,103	)	144.4
Income tax (expense)		-		-			-		-			-		-
Income tax (expense)		-		-			(11,881	)	(0.0	)		11,881		(100.0	)
Net (Loss)		(16,409,919	)	-			(9,951,377	)	-			(6,458,542)		64.9
Net (Loss)		(49,163,009	)	(191.2	)		(20,126,787	)	(53.9	)		(29,036,222	)	144.3

3027

Logiq (Delaware) including AppLogiq results of operations, prior to the Spin off

	For the fiscal years ended
	December 31, 2022					December 31, 2021					Change
Revenue (service)	$	-		-	%	$	14,340,379		100.0	%	$	(14,340,379	)	(100.0	)%
Cost of revenues (service)		-		-			9,787,285		68.2			(9,787,285	)	(100.0	)
Gross profit		-		-			4,553,094		31.8			(4,553,094	)	(100.0	)
Depreciation and amortization		125,133		-			125,133		0.9			-		-
General and administrative		6,913,719		-			9,234,094		64.4			(2,320,375	)	(25.1	)
Sales and marketing		25,000		-			122,300		0.9			(97,300	)	(79.6)
Impairment loss		-		-			-		-			-		-
Research and development		2,887,525		-			6,718,168		46.8			(3,830,643	)	(57.0	)
Total operating expenses		9,951,377		-			16,199,695		113.0			(6,248,318	)	(38.6	)
(Loss) from operations		(9,951,377	)	-			(11,646,601	)	(81.2	)		1,695,224		(14.6	)
Other (Expenses)/Income, net		-		-			(76,937	)	(0.5	)		76,937		-
Net (Loss) before income tax		(9,951,377	)	-			(11,723,538	)	(81.8	)		1,772,161		(15.1	)
Income tax (expense)		-		-			(11,881	)	(0.1	)		11,881		(100.0	)
Net (Loss)		(9,951,377	)	-			(11,735,419	)	(81.8	)		1,784,042		(15.2	)

GoLogiq including CreateApp results of operations, post Spin off

	For the fiscal years ended
	For the year ended
	December 31, 2022					December 31, 2021					Change
	December 31, 2023					December 31, 2022					Change
Revenue (service)	$	~~5,454,119~~-		~~100.0~~-	%	$	-5,454,119		100.0	%	$	(5,454,119	)	(100.0	)%
Cost of revenues (service)		~~3,382,954~~-		~~62.0~~-			-3,382,954		-62.0			(3,382,954	)	(100.0	)
Gross profit		~~2,071,165~~-		~~38.0~~-			-2,071,165		-38.0			(2,071,165	)	(100.0	)
Depreciation and amortization		-		-			-		-			-		-
General and administrative		-		-			3,503,764		64.2			(3,503,764	)	(100.0	)
General and administrative		3,503,764		64.2			-		-			3,503,764		100.0
Sales and marketing		-		-			5,000		0.1			(5,000	)	(100.0	)
Sales and marketing		5,000		0.1			-		-			5,000		100.0
Research and development		-		-			3,116,723		57.1			(3,116,723	)	(100.0	)
Impairment loss		19,700,000		361.2			-		-			19,700,000		100.0
Total operating expenses		-		-			6,625,487		121.5			(6,625,487	)	(100.0	)
Research and development		3,116,723		57.1			-		-			3,116,723		100.0
(Loss) from operations		-		-			(4,554,322	)	(83.5	)		4,554,322		(100.0	)
Total operating expenses		26,325,487		482.7			-		-			26,325,487		100.0
Net (Loss) before income tax		-		-			(4,554,322	)	(83.5	)		4,554,322		(100.0	)
(Loss) from operations		(24,254,322	)	(444.7	)		-		-			(24,254,322	)	100.0
Other (Expenses)/Income, net		-		-			-		-			-		-
Net (Loss) before income tax		(24,254,322	)	(444.7	)		-		-			(24,254,322	)	100.0
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		~~(24,254,322~~-	)	~~(444.7~~-	)		-(4,554,322	)	-(83.5	)		~~(24~~4,~~254~~554,322	)	(100.0	)

3128

opDLQ including DataLogiq results of operation

	For the fiscal years ended
	December 31, 2022					December 31, 2021					Change
Revenue (service)	$	20,257,872		100.0	%	$	23,006,480		100.0	%	$	(2,748,608	)	(11.9	)%
Cost of revenues (service)		16,393,579		80.9			16,502,918		71.7			(109,339	)	(0.7	)
Gross profit		3,864,293		19.1			6,503,562		28.3			(2,639,269	)	(40.6	)
Depreciation and amortization		10,871,495		53.7			3,657,003		15.9			7,214,492		197.3
General and administrative		6,741,283		33.3			8,932,627		38.8			(2,191,344	)	(24.5	)
Sales and marketing		1,205,233		5.9			2,174,183		9.5			(968,950	)	(44.6	)
Impairment loss		-		-			-		-			-		-
Research and development		-		-			682,564		3.0			(682,564	)	(100.0	)
Total operating expenses		18,818,011		92.9			15,446,377		67.1			3,371,634		21.8
(Loss) from operations		(14,953,718	)	(73.8	)		(8,942,815	)	(38.9	)		(6,010,903	)	67.2
Other (Expenses)/Income, net		(3,592	)	(0.02	)		551,447		2.40			(555,039	)	(100.7	)
Net (Loss) before income tax		(14,957,310	)	(73.8	)		(8,391,368	)	(36.5	)		(6,565,942	)	78.2
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(14,957,310	)	(73.8	)		(8,391,368	)	(36.5	)		(6,565,942	)	78.2

s, post Spin off

Consolidated Geographical Information – Revenue

	For the year ended
	December 31, 2023					December 31, 2022					Change
Revenue (service)	$	11,663,762		100.0	%	$	20,257,872		100.0	%	$	(8,594,110	)	(42.4	)%
Cost of revenues (service)		10,790,605		92.5			16,393,579		80.9			(5,602,974	)	(34.2	)
Gross profit		873,157		7.5			3,864,293		19.1			(2,991,136	)	(77.4	)

Depreciation and amortization		1,165,532		10.0			10,871,495		53.7			(9,705,963	)	(89.3	)
General and administrative		3,806,844		32.6			6,741,283		33.3			(2,934,439	)	(43.5	)
Sales and marketing		60,000		0.5			1,205,233		5.9			(1,145,233	)	(95.0	)
Total operating expenses		5,032,376		43.1			18,818,011		92.9			(13,785,635	)	(73.3	)
(Loss) from operations		(4,159,219	)	(35.7	)		(14,953,718	)	(73.8	)		10,794,499		(72.2	)

Other (Expenses)/Income, net		(132,063	)	(1.13	)		(3,592	)	(0.02	)		(128,471	)	3,576.6

Net (Loss) before income tax		(4,291,282	)	(36.8	)		(14,957,310	)	(73.8	)		10,666,028		(71.3	)
Income tax (expense)		-		-			-		-			-		-
Net (Loss)		(4,291,282	)	(36.8	)		(14,957,310	)	(73.8	)		10,666,028		(71.3	)

~~Revenue by geographical region for the years ended December 31, 2022 and 2021 were as follows:~~29

	2022		%		2021		%
Southeast Asia	$	10,128,936		39.4		7,170,190		19.2
EU		5,064,468		19.7		3,585,095		9.6
South Korea		3,038,681		11.8		2,151,056		5.8
Africa		2,025,787		7.9		1,434,038		3.8
North America		5,454,119		21.2		23,006,480		61.6
Total revenue	$	25,711,991		100.0	$	37,346,859		100.0

Consolidated Results of continuing operations

Consolidated Revenue (Service) and Cost of Revenue (Service)

~~Consolidated~~The ~~Service~~Revenues ~~revenues were $25,711,991~~ and ~~$37,346,859~~Cost ~~for the twelve months ended December 31, 2022 and 2021, respectively. The decrease is due to the revenues~~ of ~~Applogiq~~revenue ~~decreased $8,886,260 or 62.0%~~ from ~~FY2021 to FY2022 due to a loss of customers as a result of adverse effects of~~ the ~~on-set~~CreateApp ~~of Covid-19~~ and ~~from~~DataLogiq aplatform ~~strategic~~have ~~shift~~been ~~away~~excluded ~~from~~after ~~white~~spin ~~label APP resellers and towards higher margin direct marketing customers~~off.

Consolidated Cost of Revenue (Service)

Consolidated Cost of service was $19,776,533 and $26,290,203 for the twelve months ended December 31, 2022 and 2021, respectively.

Consolidated Gross Profit

Consolidated Gross Profit was $5,935,458 and $11,056,656 for the twelve months ended December 31, 2022 and 2021, respectively.

Consolidated Gross Profit margin was 23.1% and 29.6% for the twelve months ended December 31, 2022 and 2021, respectively.

Consolidated Other Income/(Expenses)

Consolidated Other expenses was $3,592 and Other income was $474,510 for the twelve months ended December 31, 2022 and 2021, respectively. The Consolidated other income in 2021 represents interest and gain on change in fair value from a US based money market bond portfolio and expense from early withdrawal fees from an escrow account in DATALogiq.

Consolidated Operating Expenses

General and Administrative (G&A)

Consolidated General and administrative expenses were $1715,~~158~~891,~~776~~405 and $186,~~166~~913,~~721~~719 for the twelve months ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

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

Sales and Marketing (S&M)

Consolidated S&M expense was $1154,~~235,233~~715 and $225,~~296,483~~000 for the twelve months ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. ~~The decrease is mainly due to the decrease in sales and marketing for DATALogiq of $1,061,250 or 46.2% from FY2021 to FY2022.~~

Research and Development (R&D)

Consolidated Research and Development expense were $~~6,004,248~~nil and $72,~~400~~887,~~732~~525 for the twelve months ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. ~~The decrease was due to no research and development was incurred by DataLogiq in FY2022.~~

~~Impairment~~Results ~~loss~~of discontinued operations

AnGoLogiq ~~impairment~~including ~~loss~~CreateApp ofresults ~~$19,700,000 arose as a result~~ of revaluation of CreateApp platform on February 28, 2023. This loss was recognized in the Company as the AppLogiq segment (which includes CreateApp platform) was spun off to GoLogiq Inc on July 27, 2022.operations

~~Consolidated~~The ~~(Loss)~~CreateApp ~~from~~platform ~~operations~~results have been excluded after spin off.

The Company posted a loss from operations of $(49,159,417) and $(20,589,416) for the twelve months ended December 31, 2022 and 2021, respectively. The increase is partly due to the inclusion of the impairment loss of CreateApp platform which was revalued from $31,500,000 to $11,800,000 on February 28, 2023.

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

Consolidated Net (loss)/profit before income tax

The Company posted a net loss before income tax $(49,163,009) and $(20,126,787) for the twelve months ended December 31, 2022 and 2021, respectively. The increase is partly due to the inclusion of the impairment loss of CreateApp platform which was revalued from $31,500,000 to $11,800,000 on February 28, 2023.

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

Consolidated income tax (expense)

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

Stock-based compensation

Stock-based compensation expenses for the twelve months ended December 31, 2022 and 2021 was $10,840,852 and $3,534,545, respectively.

Consolidated Net (loss) income

The Company posted a net loss $(49,163,009) and $(20,126,787) for the twelve months ended December 31, 2022 and 2021, respectively. The increase is partly due to the inclusion of the impairment loss of CreateApp platform which was revalued from $31,500,000 to $11,800,000 on February 28, 2023.

Logiq, Inc. including APPLogiq Results of Operations

Revenue (Service) & Cost of Revenue (Service)

APPLogiq Service revenues and Cost of Revenues was transferred to GoLogiq entity.

General and Administrative (G&A)

G&A expenses was $6,913,719 and $9,234,094 for the twelve months ended December 31, 2022 and 2021, respectively.

Sales and Marketing (S&M)

S&M expense was $25,000 and $122,300 for the twelve months ended December 31, 2022 and 2021, respectively as a result of engaging in market awareness campaigns.

Research and Development (R&D)

Research and Development expense was $2,887,525 and $6,718,168 for the twelve months ended December 31, 2022 and 2021, respectively.

(Loss) from operations

APPLogiq and the Company posted a loss from operations of $(9,951,377) and $(11,646,601) for the twelve months ended December 31,2022 and 2021, respectively.

DATALogiq Business Segment Results of Operations

Geographical Information – Revenue

Revenue by geographical region for the years ended December 31, 2023 and 2022 were as follows:

	2023		%		2022		%
Southeast Asia	$	5,831,881		50.0		10,128,936		50.0
EU		2,915,941		25.0		5,064,468		25.0
South Korea		1,749,564		15.0		3,038,681		15.0
Africa		1,166,376		10.0		2,025,787		10.0
Total revenue	$	11,663,762		100.0	$	20,257,872		100.0

Revenue (Service)

~~DATALogiq~~Service revenues ~~decreased~~were ~~from~~ $~~23.0~~11,663,762 ~~million~~and $20,257,872 for the ~~year~~twelve months ended December 31, ~~2021~~2023 toand ~~$20.3 million for the same period in~~ 2022, respectively.

Cost of Revenue (Service)

~~DATALogiq~~ Cost of service ~~decreased~~was ~~from~~$10,790,605 and $16.5,393,579 ~~million~~ for the ~~year~~twelve months ended December 31, ~~2021~~2023 toand ~~$16.4 million for the same period in~~ 2022, respectively.

Gross Profit

~~DATALogiq~~Gross ~~gross~~Profit ~~profit~~ was $~~3.9~~873,157 ~~million~~and $3,864,293 for the ~~year~~twelve months ended December 31, ~~2022~~2023 ~~compared~~and to2022, $6respectively.~~5 million for the same period in 2021.~~

~~DATALogiq~~Consolidated ~~gross~~Gross ~~profit~~Profit margin was 7.5% and 19.1% for the ~~year~~twelve months ended December 31, ~~2022~~2023 ~~compared~~and ~~to $28.3% for the year ended December 31~~2022, ~~2021~~respectively.

Other Income/(Expenses)

~~DATALogiq~~Consolidated ~~other~~Other expenses was $3132,~~592~~063 ~~for~~and ~~year ended December 31, 2022 compared to other income~~ $~~551~~3,~~447~~592 for the ~~year~~twelve months ended December 31, ~~2021~~2023 and 2022, respectively.

Operating Expenses

General and Administrative (G&A)

~~DATALogiq~~General ~~general~~ and administrative expenses were $~~6.7~~3,806,844 ~~million~~and $6,741,283 for the ~~year~~twelve months ended to December 31, ~~2022~~2023 ~~compared~~and ~~to $8.9 million for the same period in 2021~~2022, ~~a decrease of $2~~respectively.~~2 million.~~

Sales and Marketing (S&M)

~~DATALogiq~~S&M ~~sales~~expense ~~and~~was ~~marketing~~$60,000 ~~expenses~~and ~~include~~$1,205,233 ~~those~~for ~~expenses~~the ~~required~~twelve tomonths ~~support~~ended ~~our~~December ~~sales~~31, ~~efforts~~2023 and ~~includes~~2022, ~~sales commissions and consultants~~respectively. ~~Sales~~The ~~and~~decrease ~~marketing~~is ~~expenses~~mainly ~~for~~due to the ~~years~~decrease ~~ended~~in ~~December~~sales ~~31,~~and ~~2022~~marketing ~~and~~for ~~2021~~DATALogiq ~~were~~of $1.2,145,233 ~~million~~or ~~and $2~~95.20% ~~million,~~from ~~respectively~~FY2022 to FY2023.

Research and Development (R&D)

DATALogiq research and development expenses were $nil for the year ended December 31, 2022 compared to $0.7 million for the same period in 2021.

(Loss) from operations

~~DATALogiq’s~~The Company posted a loss from operations ~~was~~of $~~14.95~~(4,159,219) ~~million~~and $(14,953,718) for the ~~year~~twelve months ended December 31, ~~2022~~2023 ~~compared~~and to2022, $8respectively.94 ~~million for the same period in 2021.~~

35The increase in the loss is due to increased staff costs, travel, consultancy, professional and development fee for mobile app and increase in research & development on our platform as further described below.

Net (loss)/profit before income tax

The Company posted a net loss before income tax $(4,291,282) and $(14,957,310) for the twelve months ended December 31, 2023 and 2022, respectively.

Income tax (expense)

Net (loss) income

The Company posted a net loss $(4,291,282) and $(14,957,310) for the twelve months ended December 31, 2023 and 2022, respectively.

The DataLogiq platform have been excluded after spin off since Q4 FY2023.

Liquidity and Capital Resources

During the year ended December 31, ~~2022~~2023, our primary sources of capital came from (i) cash flows from our operations, ~~predominantly from providing services under our DataLogiq platform,~~ (ii) existing cash, and (iii) proceeds from third-party financings.

As of December 31, ~~2022~~2023, we currently have no material commitments for capital expenditures. Our capex & R&D plans are dependent on the availability of working capital and iscan ~~able to~~ be scaled back as required without penalty.

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

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

The following table summarizes our cash flows for the years ended December 31, ~~2022~~2023 and ~~2021~~2022:

	For the Year EndedDecember 31,
Cash flows:	~~2022~~2023			~~2021~~2022
Net cash (used in) operating activities	$	(15,724,321	)	$	(16,855,183	)
Net cash (used in) continuing operating activities	$	(16,981,468	)	$	(9,022,882	)
Net cash provided by (used in) investment activities	$	7,209,381		$	(933,682	)
Net cash (used in) discontinued and deconsolidation operating activities		(955,686	)		(6,701,439	)
Net cash provided by financing activities	$	7,400,881		$	15,885,352
Net cash (used in) provided by investment activities	$	(482,420	)	$	7,209,381
Net cash provided by financing activities	$	17,964,226		$	7,400,881

Operating Activities

During the year ended December 31, ~~2022~~2023, loss from discontinued and deconsolidation operations used $(49955,~~163~~686) and loss from continuing operations used $(16,~~009~~981,468), compared to $(206,~~126~~701,~~787~~439) and $(9,022,882) for the year ended December 31, ~~2021~~2022.

Investing Activities

During the year ended December 31, ~~2022~~2023, we have $7(482,~~209,381~~420) for investing activities in the Company’s ~~financial asset investment.~~

36financial asset investment.

Financing Activities

During the year ended December 31, ~~2022~~2023, we generated $717,~~400~~964,~~881~~226 from financing activities, compared to $157,~~885~~400,~~352~~881 of cash generated for the year ended December 31, 2022.

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

Known Trends or Uncertainties

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

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

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

Inflation

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

Contractual Obligations and Commitments

We have no material contractual obligations as of December 31, ~~2022~~2023.

Critical Accounting Policies and Estimates

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

Recently Issued or Newly Adopted Accounting Standards

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

Off-Balance Sheet Arrangements

As of December 31, ~~2022~~2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

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

~~Item 7A. Quantitative and Qualitative Disclosures About Market Risk~~It

em 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

3734

~~Item 8. Financial Statements and Supplementary Data~~It

em 8. Financial Statements and Supplementary Data

LOGIQ, INC.

INDEX TO FINANCIAL STATEMENTS

	Page	~~Page~~
Reports of Independent Registered Public Accounting Firm	F-2		~~F-2~~
Consolidated Balance Sheets for years ended December 31, 2022 and 2021			F-4
Consolidated Balance Sheets for years ended December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for years ended December 31, 2022 and 2021			F-5
Consolidated Statements of Operations for years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021			F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021			F-7
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022	F-7
Notes to Consolidated Financial Statements	F-8		~~F-8~~

F-1

~~Report~~中正達會計師事務所 ofCenturion ~~Independent~~ZD ~~Registered~~CPA & Co. Certified Public ~~Accounting~~Accountants ~~Firm~~(Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港紅磡德豐街22號海濱廣場二期 13樓1304室 Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078

~~To the Board of Directors and Stockholders of Logiq Inc.~~Re

port of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Logiq, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Logiq, Inc. (the “Company”) as of December 31, ~~2022~~2023 and ~~2021~~2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for each of the two years in the period ended December 31, ~~2022~~2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2022~~2023 in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred operating losses of $16,409,919 and negative cash flows of $17,937,154 from operations for the year then ended December 31, 2023. As at December 31, 2023, the Company has a working capital deficit of $2,660,000 and an accumulated deficit of $390,680 and an accumulated deficit of $131,809,349. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 1 to the financial statements. The consolidated 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 audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

Critical Audit Matter 

~~The~~Critical ~~critical~~ audit ~~matter~~matters ~~communicated~~are ~~below~~matters ~~is a matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that: (1) ~~relates~~relate to accounts or disclosures that are material to the ~~consolidated~~continued financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication~~determined ofthat ~~the~~there ~~critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we~~ are ~~not,~~no ~~by communicating the~~ critical audit ~~matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates~~matters.

F-2

	中正達會計師事務所 Centurion ZD CPA & Co. Certified Public Accountants (Practising)
Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港紅磡德豐街 22 號海濱廣場二期 13 樓 1304 室 Tel 電話 : (852) 2126 2388 Fax 傳真 : (852) 2122 9078

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Logiq Inc. (continued) 

~~Critical~~/s/ ~~Audit~~Centurion ~~Matter~~ZD ~~(continued)~~CPA & Co. Centurion ZD CPA & Co. Hong Kong May 3, 2024 We have served as the Company’s auditor since 2012

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

5.6

7.1

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

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

How the Critical Audit Matter Was Addressed in the Audit:

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

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

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

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

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

/s/ Centurion ZD CPA & Co. Centurion ZD CPA & Co. Hong Kong May 8, 2023 We have served as the Company’s auditor since 2012

PCAOB ID # 2769

F-3

LOGIQ, INC.

~~Consolidated Balance Sheets~~C

	December 31			December 31
	2022			2021
	(Audited)			(Audited)
ASSETS
Non-current assets
Intangible assets, net		7,119,111			14,797,196
Property and equipment, net		85,430			153,973
Goodwill		5,577,926			5,577,926
Total non-current assets		12,782,467			20,529,095
Current assets
Amount due from associate		-			7,208,700
Accounts receivable		1,649,632			3,966,086
Right to use assets - operating lease		58,122			91,571
Prepayment, deposit and other receivables		221,591			804,011
Financial assets held for resale		-			681
Restricted cash		-			22,513
Cash and cash equivalents		472,206			1,563,752
Total current assets		2,401,551			13,657,314
Total assets	$	15,184,018		$	34,186,409
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		5,073,315			2,293,858
Accruals		2,169,893			1,804,131
Deferred revenue		-			10,500
Lease liability - operating lease		16,589			91,571
Deposits received for share to be issued		260,220			401,028
Total current liabilities		7,520,017			4,601,088
Non-Current Liabilities
Other loan		10,000			10,000
Total non-current liabilities		10,000			10,000
Total liabilities	$	7,530,017		$	4,611,088
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 55,118,520 and 26,350,756 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively		5,512			2,635
Additional paid-in capital		94,829,417			82,473,004
Capital reserves		44,232,194			29,349,795
Accumulated deficit brought forward		(131,413,122	)		(82,250,113	)
Total stockholder’s equity		7,654,001			29,575,321
Total liabilities and stockholders’ equity	$	15,184,018		$	34,186,409

onsolidated Balance Sheets

	December 31			December 31
	2023			2022
	(Audited)			(Audited)
ASSETS
Non-current assets
Intangible assets, net		-			363,799
Non-current assets of discontinued operations		-			12,418,668
Total non-current assets		-			12,782,467

Current assets
Prepayment, deposit and other receivables		152,000			190,000
Amount due from related party		482,420			-
Cash and cash equivalents		16,858			19,878
Current assets of discontinued operations		-			2,191,673
Total current assets		651,278			2,401,551
Total assets	$	651,278		$	15,184,018

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable		991,958			965,140
Accruals		50,000			445,191
Deposits received for share to be issued		-			260,220
Current liabilities of discontinued operations		-			5,849,466
Total current liabilities		1,041,958			7,520,017

Non-Current Liabilities
Other loan		10,000			10,000
Total non-current liabilities		10,000			10,000
Total liabilities	$	1,051,958		$	7,530,017

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 250,000,000 shares authorized, 143,855,621 and 55,118,520 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively		14,386			5,512
Additional paid-in capital		109,364,314			94,829,417
Capital reserves		22,029,969			24,532,194
Accumulated deficit		(131,809,349	)		(111,713,122	)
Total stockholder's (deficit) equity		(400,680	)		7,654,001
Total liabilities and stockholders' equity	$	651,278		$	15,184,018

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

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

F-4

LOGIQ, INC.

~~Consolidated Statements of Operations~~C

	For the year endedDecember 31,
	2022			2021
	(Audited)			(Audited)
Service Revenue	$	25,711,991		$	37,346,859
Cost of Service		19,776,533			26,290,203
Gross Profit		5,935,458			11,056,656
Operating Expenses
Depreciation and amortization		10,996,628			3,782,136
General and administrative		17,158,766			18,166,721
Sales and marketing		1,235,233			2,296,483
Impairment loss		19,700,000			-
Research and development		6,004,248			7,400,732
Total Operating Expenses		55,094,875			31,646,072
(Loss) from Operations		(49,159,417	)		(20,589,416	)
Other (Expenses)/Income, net		(3,592	)		474,510
Net (Loss) before income tax		(49,163,009	)		(20,114,906	)
Income tax (Corporate tax)		-			(11,881	)
Net (Loss)	$	(49,163,009	)	$	(20,126,787	)
Net (Loss) profit per common share - basic and fully diluted:		(1.3936	)		(0.9499	)
Weighted average number of basic and fully diluted common shares outstanding		35,277,343			21,187,556

onsolidated Statements of Operations

	For the year ended December 31,
	2023			2022
	(Audited)			(Audited)

Service Revenue	$	-		$	-
Cost of Service		-			-
Gross Profit		-			-

Operating Expenses
Depreciation and amortization		363,799			125,133
General and administrative		15,891,405			6,913,719
Sales and marketing		154,715			25,000
Research and development		-			2,887,525
Total Operating Expenses		16,409,919			9,951,377

(Loss) from Operations		(16,409,919	)		(9,951,377	)

Other (Expenses)/Income, net		-			-

Net (Loss) before income tax		(16,409,919	)		(9,951,377	)
Income tax (Corporate tax)		-			-

Loss from continuing operations		(16,409,919	)		(9,951,377	)
Loss from discontinued and deconsolidation operations (Note 16)		(3,686,308	)		(19,511,632	)
Net (Loss)	$	(20,096,227	)	$	(29,463,009	)

Net (Loss) profit per common share - basic and fully diluted:
Continuing operations		(0.1635	)		(0.2821	)
Discontinued and deconsolidation operations		(0.0367	)		(0.5531	)

Weighted average number of basic and fully diluted common shares outstanding		100,388,763			35,277,343

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

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

F-5

LOGIQ, INC.

~~Consolidated Statements of Cash Flows~~C

	For the year endedDecember 31,
	2022			2021
	(Audited)			(Audited)
OPERATING ACTIVITIES:
Net loss	$	(49,163,009	)	$	(20,126,787	)
Adjustments to reconciled net loss to net cash used by operating activities:
Depreciation of property, plant, and equipment		68,543			52,824
Amortization of intangible assets		10,928,085			3,729,313
PPP Loan forgiveness		-			(507,068	)
Changes in operating assets and liabilities:
Accounts receivable		2,316,454			(1,347,592	)
Intangible assets		(3,250,000	)		-
Prepayments, deposit and other receivables		582,420			(597,569	)
Accounts payable		2,779,457			1,284,654
Accruals		365,762			693,399
Operating lease		(41,533	)		-
Impairment loss		19,700,000			-
Deferred revenue		(10,500	)		(36,357	)
Net cash used in operating activities		(15,724,321	)		(16,855,183	)
INVESTING ACTIVITIES:
Amount due from associate		7,208,700			(1,535,000	)
Financial assets held for resale		681			593,582
Net restricted cash acquired in acquisitions		-			7,736
Net cash provided by (used in) investing activities		7,209,381			(933,682	)
FINANCING ACTIVITIES:
Proceeds from shares to be issued		(140,808	)		401,028
Proceeds from stock issuance, net of expenses		7,541,689			11,573,540
Proceeds from stock issuance from IPO, net of expenses		-			3,910,784
Net cash provided by financing activities		7,400,881			15,885,352
DECREASE IN CASH AND CASH EQUIVALENTS		(1,114,059	)		(1,903,513	)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR		1,586,265			3,489,778
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR	$	472,206		$	1,586,265
NON-CASH TRANSACTION
Issuance of shares for services received	$	10,840,852		$	3,534,545

onsolidated Statements of Cash Flows

	For the year ended December 31,
	2023	2022
	(Audited)	(Audited)
OPERATING ACTIVITIES:

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