UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from __________ to __________ |
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 filings requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and
post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
APPLICABLE ONLY TO CORPORATE ISSUERS
On May 17, 2022, the registrant had outstanding shares of Common Stock, $0.001 par value per share.
TABLE OF CONTENTS
| PART I. FINANCIAL INFORMATION | |
| ITEM 1. FINANCIAL STATEMENTS | 1 |
| Unaudited Financial Statements | |
| Balance Sheets as of March 31, 2022 and December 31, 2021 | 1 |
| Statements of Operations for the Three Ended March 31, 2022 and 2021 | 2 |
| Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2022 | 3 |
| Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2021 | 4 |
| Statements of Cash Flows for the Three Months Ended March 31, 2022 | 5 |
| Notes to Financial Statements | 6 |
| ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 7 |
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 10 |
| ITEM 4. CONTROLS AND PROCEDURES | 11 |
| PART II. OTHER INFORMATION | |
| ITEM 1. LEGAL PROCEEDINGS | 12 |
| ITEM 1A. RISK FACTORS | 12 |
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 12 |
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES | 12 |
| ITEM 4. MINE SAFETY DISCLOSURES | 12 |
| ITEM 5. OTHER INFORMATION | 12 |
| ITEM 6. EXHIBITS | 12 |
| SIGNATURES | 13 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LOGICQUEST TECHNOLOGY, INC.
BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Prepaid expenses and other current assets | $ | $ | ||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accrued liabilities | $ | $ | ||||||
| Due to related party | ||||||||
| Note payable | ||||||||
| Total current liabilities | ||||||||
| Stockholders' deficit: | ||||||||
| Undesignated preferred stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Series C convertible non-redeemable preferred stock, $ par value, shares authorized, issued and outstanding at March 31, 2022 and December 31, 2021; $ | ||||||||
| Series D convertible non-redeemable preferred stock, $ par value, shares authorized, issued and outstanding at March 31, 2022 and December 31, 2021; $ | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding at March 31, 2022 and December 31, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
See accompanying notes to unaudited financial statements
| 1 |
LOGICQUEST TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2022 AND 2021
UNAUDITED
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating expenses | ||||||||
| Selling, general and administrative expenses | $ | $ | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share | $ | |||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanying notes to unaudited financial statements
| 2 |
LOGICQUEST TECHNOLOGY, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2022
UNAUDITED
| PREFERRED STOCK | ADDITIONAL | |||||||||||||||||||||||||||||||||||
| COMMON STOCK | SERIES C | SERIES D | PAID-IN | ACCUMULATED | ||||||||||||||||||||||||||||||||
| SHARES | CAPITAL | SHARES | CAPITAL | SHARES | CAPITAL | CAPITAL | DEFICIT | TOTAL | ||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to unaudited financial statements
| 3 |
LOGICQUEST TECHNOLOGY, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2021
UNAUDITED
| PREFERRED STOCK | ADDITIONAL | |||||||||||||||||||||||||||||||||||
| COMMON STOCK | SERIES C | SERIES D | PAID-IN | ACCUMULATED | ||||||||||||||||||||||||||||||||
| SHARES | CAPITAL | SHARES | CAPITAL | SHARES | CAPITAL | CAPITAL | DEFICIT | TOTAL | ||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to unaudited financial statements
| 4 |
LOGICQUEST TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
UNAUDITED
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Accrued liabilities | ||||||||
| Net cash used in operating activities | ||||||||
| Net decrease in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Non-cash transactions: | ||||||||
| Operating expenses directly paid by related party | $ | $ | ||||||
See accompanying notes to unaudited financial statements
| 5 |
LOGICQUEST TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
UNAUDITED
1. BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited interim financial statements of Logicquest Technology, Inc. (“we”, “our”, “Logicquest” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Logicquest's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ended December 31, 2020 as reported in the Form 10-K have been omitted.
2. GOING CONCERN CONSIDERATIONS
During the three months ended March 31, 2022, Logicquest has been unable to generate cash flows sufficient to support its operations and has been dependent on debt raised from a related party. Logicquest has experienced recurring net losses, and has a negative working capital and stockholders’ deficit.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Logicquest is unable to continue as a going concern.
3. DUE TO RELATED PARTY
The due to related party is summarized below:
| At March 31, 2021 |
At December 31, 2021 |
|||||||
| Expenses paid by Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Cheng Yew Siong, on behalf of the Company | $ | $ | ||||||
During the three months ended March 31, 2022,
Logicquest Technology Limited paid operating expenses of $
| 6 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENT
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and 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 these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Logicquest Technology, Inc., unless otherwise indicated.
General Overview
Our company was formed on July 23, 2001 when Solis Communications, Inc., a company incorporated in the State of Texas on February 26, 2001, completed the acquisition of Berens Industries, Inc., a company originally incorporated in the State of Nevada on January 9, 1985. On September 17, 2001, we changed our name to Crescent Communications Inc. d.b.a Crescent Broadband. On November 15, 2004, we changed our name to Bluegate Corporation. On March 19, 2015, we changed our name to Logicquest Technology, Inc.
We are a Nevada corporation that previously operated as a broadband network service provider, providing internet connectivity to corporate clients on a subscription basis. During May 2014 our board of directors authorized an orderly wind-down of our Company's internet connectivity business which ceased effective September 30, 2014.
Our Current Business
We are currently a company with no operations. To sustain our company’s operation, our board is currently seeking investment opportunities.
At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a business opportunity, or whether the opportunity's operations will be profitable.
If we are unable to secure adequate capital to continue our business, our shareholders will lose some or all of their investment and our business will likely fail.
| 7 |
Results of Operations
Three and Nine Months Ended September 30, 2021 compared to the Three and Nine Months Ended September 30, 2020
We had a net loss of $99,308 for the three months ended September 30, 2021, which was $5,411 less than the net loss of $104,719 for the three months ended September 30, 2020. The change in our results over the two periods is a result of a decrease in Selling, general and administrative expenses.
We had a net loss of $296,296 for the nine months ended September 30, 2021, which was $7,883 less than the net loss of $304,179 for the nine months ended September 30, 2020. The change in our results over the two periods is a result of a decrease in Selling, general and administrative expenses.
The following table summarizes key items of comparison and their related decreases for the three and nine months ended September 30, 2021 and 2020:
| Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | Three Months Decrease | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | Nine Months Decrease 2021 from 2020 | |||||||||||||||||||
| Revenue | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Selling, general and administrative expenses | 18,736 | 24,147 | (5,411 | ) | 56,229 | 63,562 | (7,333 | ) | ||||||||||||||||
| Loss from operations | (18,736 | ) | (24,147 | ) | (5,411 | ) | (56,229 | ) | (63,562 | ) | (7,333 | ) | ||||||||||||
| Interest expense | (80,572 | ) | (80,572 | ) | — | (240,067 | ) | (240,617 | ) | (550 | ) | |||||||||||||
| Net loss | $ | (99,308 | ) | $ | (104,719 | ) | $ | (5,411 | ) | $ | (296,296 | ) | $ | (304,179 | ) | $ | (7,883 | ) | ||||||
Revenue
We have not earned any revenues during the quarter of September 30, 2021 and we do not anticipate earning revenues in the upcoming quarter.
Liquidity and Capital Resources
As of September 30, 2021, we had no cash or cash equivalents, current liabilities of $6,407,105 and a stockholders’ deficit of $6,405,447.
Working Capital
At 2021 | At 2020 | |||||||
| Current assets | $ | 1,658 | $ | 1,139 | ||||
| Current liabilities | 6,407,105 | 6,110,290 | ||||||
| Working capital | $ | (6,405,447 | ) | $ | (6,109,151 | ) | ||
We anticipate generating losses and, therefore, may be unable to continue operations further in the future.
Financial Condition
| Increase | ||||||||||||
| Nine Months Ended | (Decrease) | |||||||||||
| September 30, | 2021 from | |||||||||||
| 2021 | 2020 | 2020 | ||||||||||
| Net cash used in operating activities | $ | — | $ | — | $ | — | ||||||
| Net cash provided by financing activities | — | — | — | |||||||||
| Net decrease in cash during period | $ | — | $ | — | $ | — | ||||||
| Cash balance at end of period | — | — | ||||||||||
| 8 |
Operating Activities
Net cash used in operating activities during the nine months ended September 30, 2021 and 2020 was nil.
Financing Activities
Cash provided by financing activities during the nine months ended September 30, 2021 and 2020 was nil.
To date we have relied on proceeds from the sale of our shares and on loans from officers and directors, related companies and an independent third party in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares or that our officers and directors, related companies or the independent third party will provide us with any future loans. We intend to use debt to cover the anticipated negative cash flows until we can operate at a break-even cash flow mode. We may seek additional capital to fund potential costs associated with possible expansion and/or acquisitions. We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources. Stockholders should assume that any additional funding will likely be dilutive.
We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
Future Financings
We anticipate continuing to rely on loans from a related company. We may obtain funding through equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material.
We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.
RELATED PARTY TRANSACTIONS
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
| 9 |
FAIR VALUE FINANCIAL INSTRUMENTS
For certain of the Company’s financial instruments, including prepaid expenses and accrued liabilities, the carrying amounts approximate fair values due to their short maturities.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of amounts due to related parties and lease and management arrangement with related parties, if any, due to their related party nature.
INCOME TAXES
The Company uses the liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end. The Company provides a valuation allowance to reduce deferred tax assets to their net realizable value.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement.
Going Concern
We remain dependent on outside sources of funding for the continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in its report dated March 31, 2021 (included in our annual report on Form 10-K for the year ended December 31, 2020), which raises substantial doubt about our ability to continue as a going concern.
During the nine months ended September 30, 2021 and the year ended December 31, 2020, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt raised from a related party.
During the nine months ended September 30, 2021 and 2020, we experienced negative financial results as follows:
Nine Months Ended September 30, | ||||||||
| 2021 | 2020 | |||||||
| Net loss | $ | (296,296 | ) | $ | (304,179 | ) | ||
| Negative working capital | (6,405,447 | ) | (6,003,691 | ) | ||||
| Stockholders’ deficit | (6,405,447 | ) | (6,003,691 | ) | ||||
These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this item.
| 10 |
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the period covered by this report, our Chief Financial Officer has concluded that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of continuing weaknesses in our internal control over financial reporting.
As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, based on management’s assessment of the effectiveness of our internal controls over financial reporting, management concluded that our internal controls over financial reporting were not effective as of December 31, 2020, due to insufficiently qualified accounting and other finance personnel with an appropriate level of U.S. GAAP knowledge and experience, and lack of segregation of duties. Management believes that our lack of experience with U.S. GAAP and lack of segregation of duties constitutes a material weakness in our internal control over financial reporting. Until such time, if ever, that we remediate the material weakness in our internal control over financial reporting we expect that the material weaknesses in our disclosure controls and procedures will continue.
Changes in internal control over financial reporting.
There was no change in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended September 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 11 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
| Exhibit | ||
| Number | Name | |
| 3.1 | Articles of incorporation (incorporated by reference to Form SB-2 filed June 3, 2005 as Exhibit 3.1). | |
| 3.2 | Bylaws (incorporated by reference to Form SB-2 filed June 3, 2005 as Exhibit 3.2). | |
| 10.1 | Memorandum of Understanding between our company and Logicquest dated March 31, 2016 (incorporated by reference to our Current Report on Form 8-K filed on April 7, 2016 as Exhibit 10.1). | |
| 31.1 | CERTIFICATION REQUIRED BY RULE 13a - 14(a) OR RULE 15d - 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 | |
| 32.1 | CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) | |
| 101.INS | Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| 12 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Logicquest Technology, Inc. | |||
| Date: May 17, 2022 | By: | /s/ Cheng Yew Siong | |
| Cheng Yew Siong | |||
| Director, Chief Financial Officer and Principal Accounting Officer | |||
| 13 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Cheng Yew Siong, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Logicquest Technology, Inc. for the period ended March 31, 2022;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of a Quarterly Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: May 17, 2022 | By: | /s/ Cheng Yew Siong |
|
Cheng Yew Siong Chief Financial Officer and Principal Accounting Officer (Principal Executive Officer and Principal Financial/Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LogicQuest Technology, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Cheng Yew Siong, Principal Executive and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 17, 2022 | By: | /s/ Cheng Yew Siong |
|
Cheng Yew Siong Chief Financial Officer and Principal Accounting Officer (Principal Executive Officer and Principal Financial/Accounting Officer) |
Balance Sheets - USD ($) |
Mar. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Current assets: | ||
| Prepaid expenses and other current assets | $ 510 | $ 1,490 |
| Total current assets | 510 | 1,490 |
| Total assets | 510 | 1,490 |
| Current liabilities: | ||
| Accrued liabilities | 4,201,734 | 4,126,002 |
| Due to related party | 1,072,764 | 1,050,079 |
| Note payable | 1,337,600 | 1,337,600 |
| Total current liabilities | 6,612,098 | 6,513,681 |
| Stockholders' deficit: | ||
| Common stock, $0.001 par value, 200,000,000 shares authorized, 2,301,968 shares issued and outstanding at March 31, 2022 and December 31, 2021 | 2,302 | 2,302 |
| Additional paid-in capital | 22,487,937 | 22,487,937 |
| Accumulated deficit | (29,101,827) | (29,002,430) |
| Total stockholders' deficit | (6,611,588) | (6,512,191) |
| Total liabilities and stockholders' deficit | 510 | 1,490 |
| Undesignated Preferred Stock [Member] | ||
| Stockholders' deficit: | ||
| Preferred stock, value | ||
| Series C Convertible [Member] | ||
| Stockholders' deficit: | ||
| Preferred stock, value | ||
| Series D Convertible [Member] | ||
| Stockholders' deficit: | ||
| Preferred stock, value |
Statements of Operations - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
| Operating expenses | ||
| Selling, general and administrative expenses | $ 19,924 | $ 17,867 |
| Loss from operations | (19,924) | (17,867) |
| Interest expense | (79,473) | (79,472) |
| Net loss | $ (99,397) | $ (97,339) |
| Net loss per share | ||
| Basic | $ (0.04) | $ (0.04) |
| Diluted | $ (0.04) | $ (0.04) |
| Weighted average shares outstanding | ||
| Basic | 2,301,968 | 2,301,968 |
| Diluted | 2,301,968 | 2,301,968 |
Statements of Changes in Stockholders' Deficit - USD ($) |
Common Stock [Member] |
Preferred Stock Series C [Member] |
Preferred Stock Series D [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|---|
| Beginning balance, value at Dec. 31, 2020 | $ 2,302 | $ 22,487,937 | $ (28,599,390) | $ (6,109,151) | ||
| Beginning balance, shares at Dec. 31, 2020 | 2,301,968 | 48 | 10 | |||
| Net loss | (97,339) | (97,339) | ||||
| Ending balance, value at Mar. 31, 2021 | $ 2,302 | 22,487,937 | (28,696,729) | (6,206,490) | ||
| Ending balance, shares at Mar. 31, 2021 | 2,301,968 | 48 | 10 | |||
| Beginning balance, value at Dec. 31, 2021 | $ 2,302 | 22,487,937 | (29,002,430) | (6,512,191) | ||
| Beginning balance, shares at Dec. 31, 2021 | 2,301,968 | 48 | 10 | |||
| Net loss | (99,397) | (99,397) | ||||
| Ending balance, value at Mar. 31, 2022 | $ 2,302 | $ 22,487,937 | $ (29,101,827) | $ (6,611,588) | ||
| Ending balance, shares at Mar. 31, 2022 | 2,301,968 | 48 | 10 |
Statements of Cash Flows - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (99,397) | $ (97,339) |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses and other current assets | 980 | 244 |
| Accrued liabilities | 98,417 | 97,095 |
| Net cash used in operating activities | ||
| Net decrease in cash and cash equivalents | ||
| Cash and cash equivalents at beginning of period | ||
| Cash and cash equivalents at end of period | ||
| Supplemental information: | ||
| Cash paid for interest | ||
| Cash paid for income taxes | ||
| Non-cash transactions: | ||
| Operating expenses directly paid by related party | $ 22,685 | $ 22,916 |
BASIS OF PRESENTATION |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Accounting Policies [Abstract] | |
| BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION
Basis of Presentation The accompanying unaudited interim financial statements of Logicquest Technology, Inc. (“we”, “our”, “Logicquest” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Logicquest's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ended December 31, 2020 as reported in the Form 10-K have been omitted.
|
GOING CONCERN CONSIDERATIONS |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN CONSIDERATIONS | 2. GOING CONCERN CONSIDERATIONS
During the three months ended March 31, 2022, Logicquest has been unable to generate cash flows sufficient to support its operations and has been dependent on debt raised from a related party. Logicquest has experienced recurring net losses, and has a negative working capital and stockholders’ deficit.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Logicquest is unable to continue as a going concern.
|
DUE TO RELATED PARTY |
3 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2022 | ||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||
| DUE TO RELATED PARTY | 3. DUE TO RELATED PARTY
The due to related party is summarized below:
During the three months ended March 31, 2022, Logicquest Technology Limited paid operating expenses of $22,685 on behalf of the Company. The amount of due to related party is unsecured, does not bear interest and is due on demand.
|
|||||||||||||||||||||||||||
BASIS OF PRESENTATION (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2022 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of Logicquest Technology, Inc. (“we”, “our”, “Logicquest” or the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Logicquest's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ended December 31, 2020 as reported in the Form 10-K have been omitted.
|
DUE TO RELATED PARTY (Tables) |
3 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2022 | ||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||
| Schedule of Amounts Due To Related Party |
|
|||||||||||||||||||||||||||
DUE TO RELATED PARTY (Details) - USD ($) |
Mar. 31, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Related Party Transactions [Abstract] | ||
| Expenses paid by Logicquest Technology Limited, a company controlled by the Company’s Chief Financial Officer, Cheng Yew Siong, on behalf of the Company | $ 1,072,764 | $ 1,050,079 |
DUE TO RELATED PARTY (Details Narrative) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2022 |
Mar. 31, 2021 |
|
| Related Party Transactions [Abstract] | ||
| Operating expenses directly paid by related party | $ 22,685 | $ 22,916 |
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