UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarter ended November 30, 20172019

OR

For the transition period from ______________ to _______________

Commission File No. 333-196663000-55965

(855) 474-7384535-6643

(Registrant’s Telephone Number, Including Area Code)

Copies to:

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor

New York, NY 10036

Attn: Greg Sichenzia, Esq.,

Jay Yamamoto, Esq.

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. x¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of January 15, 2018,14, 2020, there were 124,720,532147,103,318 shares of our common stock issued and outstanding, par value $0.001.

TABLE OF CONTENTS

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Table of Contents

Cautionary Note Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains "forward -looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.“forward-looking statements”. These forward-looking statements, including without limitation forward-looking statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; seasonality expectations; plans for the development, utilization or disposalmarketing of manufacturing facilities;our services; future economic conditions; our expectations as to legal proceedings; the effect of our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements may be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “predicts,” “targets,” “forecasts,” “strategy,” and other words of similar meaning in connection with the discussion of future operating or financial performance. These statements are based on current expectations, estimates and projections about the industries in which we operate, and the beliefs and assumptions made by management. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Readers should refer to the discussions under “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended February 28, 20172019 concerning certain factors that could cause our actual results to differ materially from the results anticipated in such forward-looking statements. These Risk Factors are hereby incorporated by reference into this Quarterly Report.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Interim FLOOIDCX CORP.

Condensed CombinedConsolidated Financial Statements

Gripevine, Inc.

For The Quarterly PeriodThree and Nine Months Ended November 30, 20172019 and 2018

(Expressed in U.S. dollars)

(unaudited)

 

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Gripevine, Inc. Interim Condensed Combined Financial Statements For The Quarterly Period Ended November 30, 2017 (Unaudited)

Table of contents

Interim Condensed Combined Balance Sheets			F-2 Index
Interim Condensed CombinedConsolidated Balance Sheets		F–2
Condensed Consolidated Statements of Operations and Comprehensive Loss			F-3F–3
Interim Condensed CombinedConsolidated Statement of Stockholders’ Deficit		F–4
Condensed Consolidated Statements of Cash Flows			F-4F–6
Notes to Interimthe Condensed CombinedConsolidated Financial Statements			F-5F–7

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Gripevine, Inc. INTERIM CONDENSED COMBINED BALANCE SHEETS AS AT NOVEMBER 30, 2017 (UNAUDITED) AND FEBRUARY 28, 2017 (AUDITED) (Expressed in US dollars)

FLOOIDCX CORP.

Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

(unaudited)

		As at November 30, 2017				As at February 28, 2017
		$				$
CURRENT ASSETS
Cash			153,082				32,678
Prepaid and other receivables			31,791				20,281
Total current assets			184,873				52,959
Equipment [Note 5]			37,009				41,655
TOTAL ASSETS			221,882				94,614
CURRENT LIABILITIES
Accounts payable			26,683				22,325
Accrued liabilities			28,083				78,827
Loans payable [Note 6]			2,046,526				1,822,953
Due to related parties [Note 6]			174,904				178,906
Due to a shareholder [Note 6]			654,357				568,547
TOTAL LIABILITIES			2,930,553				2,671,558
STOCKHOLDERS' DEFICIENCY
Preferred stock, $0.001 par value, 20,000,000 authorized. 1,000,000 shares issued and outstanding as at November 30, 2017 and February 28, 2017 [Note 7]			1,000				1,000
Common stock, $0.001 par value, 300,000,000 authorized, 124,720,532 and 120,000,000 shares issued and outstanding as at November 30, 2017 and February 28, 2017, respectively [Note 7]			124,721				120,000
Common stock to be issued [Note 7]			3,022				5,249
Additional paid-in-capital			45,313,192				43,698,125
Accumulated other comprehensive income			129,346				233,651
Accumulated deficit			(48,279,952	)			(46,634,969	)
Total stockholders' deficiency			(2,708,671	)			(2,576,944	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY			221,882				94,614
Commitments [Note 9]
Subsequent events [Note 10]

		November 30, 2019 $				February 28, 2019 $
ASSETS
Cash			90,709				5,517
Prepaid expenses and deposits			9,389				18,458
Total Current Assets			100,098				23,975
Property and equipment (Note 3)			20,285				25,009
Total Assets			120,383				48,984
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities			128,868				121,300
Deferred revenue			15,000				–
Loans payable (Note 4)			2,694,314				2,526,650
Due to related party (Note 5)			738,994				633,060
Total Liabilities			3,577,176				3,281,010
Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 9)
Subsequent Event (Note 10)
Stockholders’ Deficit
Preferred stock, 20,000,000 shares authorized, $0.001 par value 1,000,000 shares issued and outstanding			1,000				1,000
Common stock, 300,000,000 shares authorized, $0.001 par value 147,103,318 and 136,603,318 shares issued and outstanding, respectively			147,103				136,353
Common stock issuable			10,000				10,000
Additional paid-in capital			50,284,331				48,250,116
Accumulated other comprehensive income			249,935				255,023
Deficit			(54,149,162	)			(51,884,518	)
Total Stockholders’ Deficit			(3,456,793	)			(3,232,026	)
Total Liabilities and Stockholders’ Deficit			120,383				48,984

See(The accompanying notes to interimare an integral part of these condensed combinedconsolidated financial statementsstatements)

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Gripevine, Inc. INTERIM CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30, 2017 AND 2016 (UNAUDITED) (Expressed in US dollars)

FLOOIDCX CORP.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(unaudited)

		Three Months Ended November 30, 2019 $				Three Months Ended November 30, 2018 $				Nine Months Ended November 30, 2019 $				Nine Months Ended November 30, 2018 $
Expenses
General and administrative (Note 5)			346,650				117,636				730,209				385,863
Research and development (Note 5)			316,078				158,640				1,485,435				795,664
Total expenses			658,728				276,276				2,215,644				1,181,527
Loss before other expense			(658,728	)			(276,276	)			(2,215,644	)			(1,181,527	)
Other expense
Loss on settlement of debt (Note 6)			(49,000	)			–				(49,000	)			–
Net loss for the period			(707,728	)			(276,276	)			(2,264,644	)			(1,181,527	)
Other comprehensive loss
Foreign currency translation loss			(3,100	)			(55,688	)			(5,088	)			(107,932	)
Comprehensive loss for the period			(710,828	)			(331,964	)			(2,269,732	)			(1,289,459	)
Net loss per share, basic and diluted			(0.01	)			–				(0.02	)			(0.01	)
Weighted average number of shares outstanding			140,213,208				136,353,318				137,685,136				134,776,302

See(The accompanying notes to interimare an integral part of these condensed combinedconsolidated financial statementsstatements)

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Gripevine, Inc. INTERIM CONDENSED COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2017 AND 2016 (UNAUDITED) (Expressed in US dollars)

FLOOIDCX CORP.

Condensed Consolidated Statements of Stockholders’ Deficit

(Expressed in U.S. dollars)

(unaudited)

		Preferred Stock								Common Stock								Common Stock				Additional Paid-in				Accumulated Other Comprehensive								Total Stockholders’
		Shares #				Amount $				Shares #				Amount $				Issuable $				Capital $				Income $				Deficit $				Deficit $
Balance, February 28, 2019			1,000,000				1,000				136,353,318				136,353				10,000				48,250,116				255,023				(51,884,518	)			(3,232,026	)
Fair value of stock options granted			–				–				–				–				–				868,879				–				–				868,879
Foreign exchange translation gain			–				–				–				–				–				–				56,671				–				56,671
Net loss for the period			–				–				–				–				–				–				–				(1,086,256	)			(1,086,256	)
Balance, May 31, 2019			1,000,000				1,000				136,353,318				136,353				10,000				49,118,995				311,694				(52,970,774	)			(3,392,732	)
Shares issued for cash			–				–				250,000				250				–				49,750				–				–				50,000
Fair value of stock options granted			–				–				–				–				–				255,482				–				–				255,482
Foreign exchange translation loss			–				–				–				–				–				–				(58,659	)			–				(58,659	)
Net loss for the period			–				–				–				–				–				–				–				(470,660	)			(470,660	)
Balance, August 31, 2019			1,000,000				1,000				136,603,318				136,603				10,000				49,424,227				253,035				(53,441,434	)			(3,616,569	)
Shares issued for cash			–				–				4,500,000				4,500				–				220,500				–				–				225,000
Fair value of shares issued pursuant to settlement of loans payable			–				–				3,500,000				3,500				–				220,500				–				–				224,000
Fair value of shares issued for services			–				–				2,500,000				2,500				–				170,000				–				–				172,500
Fair value of stock options granted			–				–				–				–				–				249,104				–				–				249,104
Foreign exchange translation loss			–				–				–				–				–				–				(3,100	)			–				(3,100	)
Net loss for the period			–				–				–				–				–				–				–				(707,728	)			(707,728	)
Balance, November 30, 2019			1,000,000				1,000				147,103,318				147,103				10,000				50,284,331				249,935				(54,149,162	)			(3,456,793	)

See(The accompanying notes to interimare an integral part of these condensed combinedconsolidated financial statementsstatements)

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FLOOIDCX CORP.

Condensed Consolidated Statements of Stockholders’ Deficit (continued)

(Expressed in U.S. dollars)

(unaudited)

		Preferred Stock								Common Stock								Common Stock				Additional Paid-in				Accumulated Other Comprehensive								Total Stockholders’
		Shares #				Amount $				Shares #				Amount $				Issuable $				Capital $				Income $				Deficit $				Deficit $
Balance, February 28, 2018			1,000,000				1,000				132,883,504				132,884				11,249				47,330,400				146,124				(50,570,351	)			(2,948,694	)
Shares issued pursuant to share exchange agreement			–				–				528,094				528				(528	)			–				–				–				–
Shares to be issued pursuant to settlement of accounts payable			–				–				–				–				435				93,047				–				–				93,482
Share subscriptions received			–				–				–				–				1,071				373,929				–				–				375,000
Fair value of stock options granted			–				–				–				–				–				151,935				–				–				151,935
Foreign exchange translation gain			–				–				–				–				–				–				33,982				–				33,982
Net loss for the period			–				–				–				–				–				–				–				(451,101	)			(451,101	)
Balance, May 31, 2018			1,000,000				1,000				133,411,598				133,412				12,227				47,949,311				180,106				(51,021,452	)			(2,745,396	)
Shares issued for cash			–				–				2,506,720				2,506				(1,792	)			249,286				–				–				250,000
Fair value of options granted			–				–				–				–				–				154,153				–				–				154,153
Foreign exchange translation gain			–				–				–				–				–				–				18,262				–				18,262
Net loss for the period			–				–				–				–				–				–				–				(454,150	)			(454,150	)
Balance, August 31, 2018			1,000,000				1,000				135,918,318				135,918				10,435				48,352,750				198,368				(51,475,602	)			(2,777,131	)
Shares issued pursuant to settlement of accounts payable			–				–				435,000				435				(435	)			–				–				–				–
Fair value of options granted			–				–				–				–				–				17,316				–				–				17,316
Foreign exchange translation gain			–				–				–				–				–				–				61,446				–				61,446
Net loss for the period			–				–				–				–				–				–				–				(276,276	)			(276,276	)
Balance, November 30, 2018			1,000,000				1,000				136,353,318				136,353				10,000				48,370,066				259,814				(51,751,878	)			(2,974,645	)

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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Gripevine, Inc.Table of Contents Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

1. NATURE OF OPERATIONS

FLOOIDCX CORP.

Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(unaudited)

		Nine Months Ended November 30, 2019 $				Nine Months Ended November 30, 2018 $
Operating Activities
Net loss for the period			(2,264,644	)			(1,181,527	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			5,945				9,545
Loss on settlement of debt			49,000				–
Shares issued for services			172,500				–
Stock-based compensation			1,373,465				323,404
Changes in operating assets and liabilities:
Prepaid expenses and deposits			9,069				(5,227	)
Accounts payable and accrued liabilities			7,568				5,144
Deferred revenue			15,000				–
Due to related party			105,934				(868	)
Net Cash Used In Operating Activities			(526,163	)			(849,529	)
Investing Activities
Purchase of property and equipment			(1,450	)			(5,616	)
Net Cash Used in Investing Activities			(1,450	)			(5,616	)
Financing Activities
Proceeds from loans payable			364,907				215,938
Repayment of loans payable			–				(5,446	)
Proceeds from issuance of common stock			275,000				625,000
Net Cash Provided by Financing Activities			639,907				835,492
Effect of Foreign Exchange Rate Changes on Cash			(27,102	)			6,914
Change in Cash			85,192				(12,739	)
Cash, Beginning of Period			5,517				24,079
Cash, End of Period			90,709				11,340
Non-cash Investing and Financing Activities:
Shares issued to settle loans payable			224,000				–
Shares issued to settle accounts payable			–				93,482
Supplemental Disclosures:
Interest paid			–				–
Income taxes paid			–				–

(The accompanying notes are an integral part of these condensed consolidated financial statements)

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FLOOIDCX CORP.

Nine Months Ended November 30, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

flooidCX Corp. (formerly Gripevine, Inc. (formerlyand Baixo Relocation Services, Inc.) (the "Company"“Company”) was incorporated in the state of Nevada on January 7, 2014. The Company operated as a relocation service provider for clients moving tois in the Statebusiness of Goa, India and ceased this business and engaged in developing and building an online resolution platform after the Share Exchange Agreement as explained in the subsequent paragraphs. The Company's fiscal year-end is February end.platform.

MBE Holdings Inc. (“MBE”) was incorporated as a limited liability company on April 13, 2010 under the laws of the State of Delaware. MBE is engaged in research and development activities to offer an online complaint resolution platform for consumers and business, including ratings, reviews and polling’s. As such, its efforts to date have been devoted in building technology that enables access to this market through the development of a tangible product.

As explained in Note 7 to the condensed combined financial statements, on February 28, 2017,On May 17, 2019, the Company and MBEResolution 1, Inc. (“R1”) and the shareholders of MBER1 who collectively own 100% of MBER1 entered into and consummated transactions pursuant to a Share Exchange Agreement, whereby the Company agreed to issue to the MBER1 shareholders an aggregate of approximately 5,248,62610,000,000 shares of its common stock par value $0.001, in exchange for 100% of the equity interests of MBER1 held by the MBER1 shareholders. As a result of the share exchange, MBER1 became a wholly owned subsidiary of Gripevine.the Company.

As a result of the Share Exchange Agreement, the acquisition transaction has beenwas accounted for as a common control transaction in accordance with the Financial Accounting Standards Board (ASC(“FASB”) (Accounting Standard Codification (“ASC”) 805-50, Business Combinations – Common control transactions). The Company has evaluated the guidance contained in ASC 805805-50 with respect to the combinations among entities or businesses under common control and concludeconcluded that since the majority shareholdershareholders of the Company and MBER1 are the same, therefore, this iswas a common control transaction and dodid not result in a change in control at the ultimate parent or the controlling shareholder level.

Consequently, common control transactions are not accounted for at fair value. Rather, common control transactions are generally accounted for at the carrying amount of the net assets or equity interests transferred. Any differences between the proceeds received or transferred and the carrying amounts of the net assets are considered equity transactions that would be eliminated in consolidation, and no gain or loss would be recognized in the condensed combinedconsolidated financial statements of the ultimate parent. Resultantly,As a result, the financial position and the results of operations of Gripevinethe Company and MBE are combinedR1 were consolidated together as if they were operating as one entity from the beginning.

2. BASIS OF PRESENTATION AND COMBINATION

The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company’s audited combined financial statements for the years ended February 28, 2017 and February 29, 2016 and notes thereto included in the Form 10-K filed with the SEC on June 14, 2017. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of combined financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the nine months ended November 30, 2017, are not necessarily indicative of the results that may be expected for the year ending February 28, 2018.

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Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

2. BASIS OF PRESENTATION AND COMBINATION (continued)

As explained above in Note 1 to the unaudited condensed combined financial statements, as a result of the Share Exchange Agreement, the acquisition transaction has been accounted for as a common control transaction in accordance with the Financial Accounting Standards Board (ASC 805-50, Business Combinations – Common control transactions). Consequently, the condensed combined financial statements have been prepared as if the Company and MBE were a single organization by the aggregation of their financial statements from the beginning of the previous period and the elimination of transactions and balances between them.

3. GOING CONCERN

The unaudited condensed combinedThese consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred recurring losses from operations and as at November 30, 2017 and February 28, 2017 had a working capital deficiency of $2,745,680 and $2,618,599, respectively and an accumulated deficit of $48,279,952 and $46,634,969 respectively. Management anticipatesimplies the Company will attain profitable status and improve its liquidity through continued business development and additional debt or equity investment in the Company. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business,business. The continuation of the net realizable valueCompany as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of its assets may be materially less than the amounts recordedCompany to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As at November 30, 2019, the Company has a working capital deficit of $3,477,078 and has an accumulated deficit of $54,149,162 since inception. Furthermore, during the nine months ended November 30, 2019, the Company used $526,163 in operating activities. These factors raise substantial doubt regarding the condensed combined financial statements. The condensed combinedCompany’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.as a going concern.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES2. Significant Accounting Policies

Use(a) Basis of EstimatesPresentation

The preparation of unaudited condensed combined financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed combinedThese consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Areas involving significant estimates and assumptions include: deferred income tax assets and related valuation allowance and accruals. Actual results could differ from those estimates. These estimatesnotes are reviewed periodically, and, as adjustments become necessary, they are reportedpresented in earningsaccordance with accounting principles generally accepted in the periodUnited States, and are expressed in which they become known.

Loss Per Share

TheU.S. dollars. These consolidated financial statements include the accounts of the Company has adoptedand the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at November 30, 2017 and 2016.

Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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following entities:

Gripevine,MBE Holdings Inc.	Notes to Interim Condensed Combined Financial StatementsWholly-owned subsidiary
For The Three and Nine Months EndedResolution 1, Inc.	Wholly-owned subsidiary (effective November 30, 2017 (Expressed in US dollars)

	·	Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.
	·	Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.
	·	Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.2019, this subsidiary was amalgamated with the Company)

In instances where the determinationAll inter-company balances and transactions have been eliminated.

(b) Reclassifications

Certain of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significantprior period figures have been reclassified to conform to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.current period’s presentation.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash and accounts payable. The Company's cash, which is carried at fair value, is classified as a Level 1 financial instrument. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Stock Based Compensation

The Company accounts for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. The Company accounts for stock based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

Recently Issued Accounting Pronouncements

In May 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. The adoption of this pronouncement will not have a material impact on the unaudited condensed combined financial position and/or results of operations.

On January 1, 2017, the Company adopted the accounting pronouncement issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires that all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. We adopted this pronouncement on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s unaudited condensed combined financial position and/or results of operations.

F-7

Table of Contents

Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended November 30, 2017 (Expressed in US dollars)

FLOOIDCX CORP.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended November 30, 2019 and 2018

(Expressed in U.S. Dollars)

(unaudited)

2. Significant Accounting Policies (continued)

On January 1, 2017,(c) Interim Financial Statements

The accompanying condensed consolidated financial statements of the Company adoptedshould be read in conjunction with the consolidated financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2019. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

The preparation of these condensed consolidated financial statements in accordance with accounting pronouncement issuedprinciples generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

(d) Revenue Recognition

The Company will derive revenue from developing and building online resolution platforms. Under ASC 606, “Revenue from Contracts with Customers”, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

(e) Recent Accounting Pronouncements

In February 2016, the FASB issued new lease accounting guidance in ASU No. 2016-02, “Leases”. This new guidance was initiated as a joint project with the International Accounting Standards Board to simplify lease accounting and improve the accountingquality of and comparability of financial information for goodwill impairment.users. This new guidance eliminateswould eliminate the requirement that an entity calculateconcept of off-balance sheet treatment for “operating leases” for lessees for the implied fair valuevast majority of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge basedlease contracts. Under ASU No. 2016-02, at inception, a lessee must classify all leases with a term of over one year as either finance or operating, with both classifications resulting in the recognition of a defined “right-of-use” asset and a lease liability on the excessbalance sheet. However, recognition in the income statement will differ depending on the lease classification, with finance leases recognizing the amortization of the right-of-use asset separate from the interest on the lease liability and operating leases recognizing a reporting unit’s carrying amount over its fair value. The Company adopted this pronouncement on a prospective basis.single total lease expense. Lessor accounting under ASU No. 2016-02 would be substantially unchanged from the previous lease requirements under GAAP. ASU No. 2016-02 will take effect for public companies in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this guidancestandard on March 1, 2019, did not have any impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements”, which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company’s consolidated financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s unaudited condensed combinedits financial position and/or results of operations.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency3. Property and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. The Company has not yet determined the effect that the adoption of this pronouncement may have on its unaudited condensed combined financial position and/or results of operations.Equipment

5. EQUIPMENT

		As at November 30,				As at February 28,
		2017				2017
		$				$
Furniture			38,192				31,889
Computer equipment			32,207				24,864
Total cost			70,399				56,753
Less: Accumulated depreciation			(33,390	)			(15,098	)
			37,009				41,655