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 ofthe 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 inUnited 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
General Overview
Our company was formed onJuly 23, 2001 whenSolis Communications, Inc. , a company incorporated in theState of Texas onFebruary 26, 2001 , completed the acquisition ofBerens Industries, Inc. , a company originally incorporated in theState of Nevada onJanuary 9, 1985 . OnSeptember 17, 2001 , we changed our name toCrescent Communications Inc. d.b.a Crescent Broadband. OnNovember 15, 2004 , we changed our name toBluegate Corporation . OnMarch 19, 2015 , we changed our name toLogicquest Technology, Inc. We are aNevada corporation that previously operated as a broadband network service provider, providing internet connectivity to corporate clients on a subscription basis. DuringMay 2014 our board of directors authorized an orderly wind-down of our Company's internet connectivity business which ceased effectiveSeptember 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
We had a net loss of$18,982 for the three months endedSeptember 30, 2022 , which was$80,326 less than the net loss of$99,308 for the three months endedSeptember 30, 2021 . The change in our results over the three periods is a result of a decrease in interest expenses. We had a net loss of$192,802 for the nine months endedSeptember 30, 2022 , which was$103,494 less than the net loss of$296,296 for the nine months endedSeptember 30, 2021 . The change in our results over the three periods is a result of a decrease in interest expenses. The following table summarizes key items of comparison and their related increase and decrease for the three and nine months endedSeptember 30, 2022 and 2021: Nine Months Three Months Three Months Three Months Nine Months Nine Months Increase/ Ended Ended Increase/ Ended Ended (Decrease) September September (Decrease) September September 2022 from 30, 2022 30, 2021 2022 from 2021 30, 2022 30, 2021 2021 Selling, general and administrative expenses$ 18,982 $ 18,736 $ 246$ 59,798 $ 56,229 $ 3,569 Loss from operations (18,982 ) (18,736 ) 246 (59,798 ) (56,229 ) 3,569
Interest expense - (80,572 ) (80,572 )
(133,004 ) (240,067 ) (107,063 ) Net loss$ (18,982 ) $ (99,308 ) $ (80,326 ) $ (192,802 ) $ (296,296 ) $ (103,494 ) Revenue
We have not earned any revenues during the quarter of
Liquidity and Capital Resources
As of
Working Capital At At September 30, December 31, 2022 2021 Current assets $ 711$ 1,490 Current liabilities 13,994 6,513,681 Working capital$ (13,283 ) $ (6,512,191 )
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, 2022 from 2022 2021 2021
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
Financing Activities
Cash provided by financing activities during the nine months ended
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 inthe 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 datedApril 15, 2022 (included in our annual report on Form 10-K for the year endedDecember 31, 2021 ), which raises substantial doubt about our ability to continue as a going concern.
During the nine months ended
During the nine months ended
Nine Months Ended September 30, 2022 2021 Net loss$ (192,802 ) $ (296,296 ) Negative working capital (13,283 ) (6,405,447 ) Stockholders' deficit (13,283 ) (6,405,447 ) 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.
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