Logiq Inc (LGIQ)

[petermic]

18-Sep-2007

Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exh



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 11, 2007, the Company issued 5,248,800 units (each a "Unit") to 69 individuals/ entities due to the closing of the Company's private placement at $1.25 per Unit for total gross proceeds of $6,561,000. Each Unit consists of one share of common stock of the Company and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of common stock of the Company at $2.00 per warrant share until September 11, 2009. The Company believes that the issuance is exempt from registration under Regulation S promulgated under the Act as the securities were issued to the individuals/entities through an offshore transaction which was negotiated and consummated outside of the United States.

In relation to the Company's private placement offering at $1.25 per Unit entered into with offshore investors, the Company will be paying: (i) a cash finder's fee in the amount of $401,000 to an entity in Singapore; (ii) a cash finder's fee in the amount of $87,500 to an individual in Hong Kong; (iii) a finder's fee of 80,000 shares of common stock of the Company to Josephine Tang of Malaysia; (iv) a finder's fee of 20,000 shares of common stock of the Company to an entity in Hong Kong; (v) a finder's fee of 4,000 shares of common stock of the Company to Hareton Kam Nang Leung of Hong Kong; and (vi) a finder's fee 3,280 shares of common stock of the Company to Jamie Liu of Taiwan. The Company believes that the finder's fee share issuances will be exempt from registration under Regulation S promulgated under the Act as the securities will be issued to the individuals through an offshore transaction which was negotiated and consummated outside of the United States.