UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended October 31, 2023
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Registration No. 333-254750
GLIDELOGIC CORP.
(Exact name of registrant as specified in its charter)
Nevada
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| 98-1575837
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| 7371
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State or Other Jurisdiction of
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| IRS Employer
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| Primary Standard Industrial
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Incorporation or Organization
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| Identification Number
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| Classification Code Number
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11264 Playa Court
Culver City, CA 90230
Tel. (310) 397-2300
Email: info@glidelogic.ai
(Address and telephone number of principal executive offices)
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.
Yes ☒ No ☐
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).
Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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
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| Accelerated filer
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Non-accelerated filer
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| Smaller reporting company
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| Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 66,593,750 common shares issued and outstanding as of December 8, 2023.
GLIDELOGIC CORP.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
i
PART 1 – FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Glidelogic Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.
The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
1
GLIDELOGIC CORP.
BALANCE SHEETS
As of October 31, 2023 (Unaudited) and January 31, 2023 (Audited)
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| October 31, 2023
(Unaudited)
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| January 31, 2023
(Audited)
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ASSETS
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Current Assets
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Cash and Cash Equivalents
| $
| 2,771
| $
| 14,547
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Total Current Assets
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| 2,771
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| 14,547
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Accounts Receivable
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Accounts Receivable from Related Party
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| 3,416
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| -
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Total Accounts Receivable
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| 3,416
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| -
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Fixed Assets
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Equipment, net
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| 3,438
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| 3,753
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Total Fixed Assets
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| 3,438
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| 3,753
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Total Assets
| $
| 9,625
| $
| 18,300
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities
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Account Payable
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| -
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| -
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Loan
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| -
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| 6,010
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Loan Payable (to Parent Company)
| $
| 5,000
| $
| -
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Total Current Liabilities
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| 5,000
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| 6,010
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Total Liabilities
| $
| 5,000
| $
| 6,010
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Commitments and Contingencies
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| -
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| -
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Stockholders’ Equity
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Common stock, par value $0.001; 75,000,000 shares authorized, 66,593,750 shares issued and outstanding as of October 31, 2023; and 66,593,750 shares issued and outstanding as of January 31, 2023
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| 66,594
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| 66,594
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Retained Earnings
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| (61,969)
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| (54,304)
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Total Stockholders’ Equity
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| 4,625
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| 12,290
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Total Liabilities and Stockholders’ Equity
| $
| 9,625
| $
| 18,300
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See accompanying notes, which are an integral part of these financial statements
2
GLIDELOGIC CORP.
STATEMENTS OF OPERATIONS
For the three and nine months ended October 31, 2023 and 2022 (Unaudited)
The actual tax benefit at the expected rate of 21% differs from the expected tax benefit for the nine months ended October 31, 2023, as follows:
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| October 31, 2023
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| January 31, 2023
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Computed “expected” tax expense (benefit)
| $
| (1,113)
| $
| (3,259)
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Change in valuation allowance
| $
| 1,113
| $
| 3,259
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Actual tax expense (benefit)
| $
| -
| $
| -
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The related deferred tax benefits for the above unused tax losses have not been fully recognized as it is not reasonably certain that they will be realized. Management has evaluated tax positions in accordance with ASC 740 and has not identified any significant tax positions, other than those disclosed.
10.SUBSEQUENT EVENTS
No known material subsequent events at the time of filing.
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ITEM 2. MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements which 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, including the risks in the section entitled “Risk 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.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. 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.
DESCRIPTION OF BUSINESS
GENERAL
As we anticipated and planned in Q1 2023, our payment gateway solution was launched and tested in July 2023 at TP FINTECH SOLUTIONS LTD (“TPFT”), a wholly-owned Brazilian subsidiary by Glidelogic’s affiliated company Streamline USA, Inc. (“Streamline”). Currently, it is integrating well with the PIX payment system of FITBANK INSTITUIÇÃO DE PAGAMENTOS ELETRÔNICOS SA (“FITBANK”). TPFT has officially launched the payment service via FITBANK in August. However, due to the passage of new legislation in Brazil, in order for the payment gateway to adapt to the new compliance requirements, the system needs to be adjusted accordingly. The expected launch time is to be determined.
Also as anticipated and planned in Q1 2023, Glidelogic has already provided Streamline with advisory services related to the LLM (Large Language Model) and RWA (Real World Assets) Token in Q2. Streamline plans to offer an AI Bot related to entertainment marketing in the future, and to issue RWA Tokens tied to the earnings of KOL (Key Opinion Leaders) on social media. In Q3, as the initial step in working towards Streamline’s vision of creating AI solution for entertainment marketing, we have completed the software development of an AI bot for assisting the livestreaming function on social media platforms like TikTok. This system is undergoing testing with Streamline; it is anticipated to be officially put in use starting in Q4 and starts to generate revenue. Glidelogic expects to continue providing related software development and consulting services for Streamline.
Going forward, as we continue with more software development, we plan to offer the standard version of the products to the general market while having the ability to customize certain features based on client requests, which both will become Glidelogic’s revenue sources. Examples of the products and services we plan to offer are seen below, the list of which can be extended or shortened depending on their profitability and popularity with the customers:
1. Consulting services in software development business.
2. Consulting services in data encryption.
3. Consulting services in block chain operation and development.
4. Software development using block chain technologies.
5. Software development using encryption and data protection.
6. Software development using Al technologies.
We plan to offer the above services to small and medium companies involved in various parts of the IT industry and companies providing services to IT entities.
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REVENUE
We plan to generate revenue by fine-tuning then licensing payment gateway solution, also offering the AI-bot designed to assist with livestreaming on social media platforms as part of an unique AI solution for the entertainment marketing industry.
Additionally, we intend to offer consulting services for small and medium business entities involved in software development. The offers are planned to be framed by demands of the customers. The price is planned to vary whether they require the following:
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| single consultation or revision of their project.
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| -
| continuous monitoring or maintenance.
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MARKETING
We expect the Marketing Campaign to be our main drive allowing us to penetrate the payment gateway solution market and attract new customers as well. We plan to target customers who are concerned about privacy and security of payment solutions. We plan to advertise our prime software product at IT workshops, hackathons, trade shows and exhibitions of software for computers and mobile devices, exhibitions and trade shows of mobile gadgets, gaming industry shows and exhibitions.
The promotion of the Payment Gateway Solution will follow the expansion of our affiliated company Streamline’s payment service business in the Americas. We expect to enter countries like Brazil as a technology service provider and then promote within the industry through technical collaboration with partnering banks.
We expect to attract two main kinds of customers regarding services they wish to receive. The ones referred as “users”, are granted the use of payment gateway solutions application conditional on the package they would select. The ones referred as “customers”, are expected to offer consulting services in the software development business area. They are expected to be IT professionals employed in cryptography, developing encryption systems, employed in the IT security area and development of block chain technologies.
We also plan on promoting the AI solution for the entertainment marketing industry through the in-depth experience of our directors. Leveraging Dapeng Ma’s previous experience, networks, and client, we plan on primarily targeting our existing Propaganda GEM (“PGEM”) clients as well as production studios for adoption. We project to implement a set of marketing strategies and depending on their efficiency we, possibly, either correct the strategy or exclude the ineffective methodologies from the campaign.
COMPETITION
The market of crypto payment gateway solutions, new LLM based AI solutions, and Crypto related services is relatively new and expanding with numbers of offers. We still plan to seek new business opportunities through the management's connections and experience in the relevant industries. We aim to expand our business by collaborating with industry-leading companies and to gain customer recognition through innovation and high-quality work.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a start-up company and currently have two employees: our president, Mr. Dapeng Ma, and our CEO, Mr. Yitian Xue, both were appointed as a director of the Company on May 15, 2023. Mr. Ma and Mr. Xue will jointly oversee the day-to-day operations of the company. We intend to hire employees on an as needed basis.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are had a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
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OFFICES
The Company’s principal offices are located at 11264 Playa Court, Culver City, California 90230.
GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulations will have a material impact on the way we conduct our business.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.
RESULTS OF OPERATIONS
As of the end of Q3, 2023, Glidelogic has made $30,000 in revenue from the consulting service to Streamline USA, Inc.in Q2, the other income of $6,010 represents debt forgiven by the Company’s previous owner. The total expenses amount to $43,675, which is mainly composed of various legal & compliance costs including SEC filing-related preparation, audit/review, and processing cost, transfer agency cost, OTC market cost, etc. As a result, as of the end of Q3, 2023, Glidelogic has an operation loss of $7,665.
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
Currently efforts are focused on enhancing revenue generation based on the business plan detailed in this report. We expect we may require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 2023, our total assets were $9,625. Total assets were comprised of $6,187 in current assets and $3,438 in fixed assets.
As at October 31, 2023, our current liabilities were $5,000 and Stockholders’ equity was $4,625.
CASH FLOWS FROM OPERATING ACTIVITIES
For the nine months ended October 31, 2023 net cash flows used in operating activities was $11,776.
For the nine months ended October 31, 2022 net cash flows used in operating activities was $14,389.
14
CASH FLOWS FROM INVESTING ACTIVITIES
For the nine months ended October 31, 2023 we have generated $0 in investing activities.
For the nine months ended October 31, 2022 we have generated $0 in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the nine months ended October 31, 2023 net cash flows provided by financing activities was $0.
For the nine months ended October 31, 2022 net cash flows provided by financing activities was $0.
In August 2023, the company effected 25 to 1 forward stock split of its common stock. As a result, currently there are 66,593,750 shares of common stock issued and outstanding. The breakdown is:
Since inception, Glidelogic has sold 50,000,000 shares to its previous director for net proceeds of $2,000, the par value of these shares is $0.001. These shares were acquired by Star Success Business LLC in May 2023.
For the year ended January 31, 2022, the Company issued 16,593,750 shares of common stock for cash proceeds of $26,550, par value of these shares is $0.001 per share.
Our cash flow change in Q3 is minimum and relied mainly on the Company’s controlling shareholders loan. Due to the passage of new legislation in Brazil, in order for the payment gateway to adapt to the new compliance requirements, the system is currently being adjusted. The expected launch time is not yet known. In Q4, we anticipate to start having revenue generated from servicing the AI bot system developed for the TikTok livestreaming.
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, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of October 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Controls over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.
ITEM 1A. RISK FACTORS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Culver City, California, on December 8, 2023.
| GLIDELOGIC CORP.
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|
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| By:
| /s/ Yitian Xue
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| Name:
| Yitian Xue
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| Title:
| President Secretary, Director and Treasurer
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| (Principal Executive, Financial and Accounting Officer)
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17