UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

For the quarter ended November 30, 2017March 31, 2023

OR

For the transition period from ______________ to _______________

Commission File No. 333-196663000-55965

(855) 474-7384(702) 323-6455

(Registrant’s Telephone Number, Including Area Code)

CopiesSecurities registered pursuant to:

Sichenzia Ross Ference Kesner LLP

1185 Avenue Section 12(b) of the Americas, 37th FloorAct: None

New York, NY 10036

Attn: Greg Sichenzia, Esq.,

Jay Yamamoto, Esq.

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 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,May 9, 2023, there were 124,720,5322,020,871 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, 20172022 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

FLOOIDCX CORP.

Unaudited Interim Condensed CombinedConsolidated Financial Statements

Three Months Ended March 31, 2023

Gripevine, Inc.(Expressed in US dollars)

(unaudited)

For The Quarterly Period Ended November 30, 2017

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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
Interim Condensed Combined Statements of Operations and Comprehensive Loss			F-3Index
Unaudited Interim Condensed Combined Statements of Cash FlowsConsolidated Balance Sheets			F-4F–1
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss		F–2
Unaudited Interim Condensed Consolidated Statement of Stockholders’ Deficit		F–3
Unaudited Interim Condensed Consolidated Statements of Cash Flows		F–4
Notes to the Unaudited Interim Condensed CombinedConsolidated Financial Statements		F–5	F-5

FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

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

FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)

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

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

		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]

See accompanying notes to interim condensed combined financial statements

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FLOOIDCX CORP.

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

See accompanying notes to interim condensed combined financial statements

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.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

See(The accompanying notes toare an integral part of these unaudited interim condensed combinedconsolidated financial statementsstatements)

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FLOOIDCX CORP.

Notes to the Unaudited Condensed Consolidated Financial Statements

Three Months Ended March 31, 2023 and 2022

(Expressed in U.S. Dollars)

Gripevine, Inc. 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 and Continuance of Business

1. NATURE OF OPERATIONS

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 movingPrior to the Statesplit-off of Goa, India and ceased thisthe MB Holdings, Inc. (“MB Holdings”), subsidiary, the Company was in the business and engaged inof developing and building an online resolution platform afterplatform.

Effective June 27, 2022, the Share Exchange Agreement as explainedCompany entered into a split-off agreement with its President and majority shareholder at the time, and MP Special Purpose Corporation (“MP Special”). As part of the agreement the Company transferred its equity interest in MB Holdings, Inc., to the majority shareholder, and the majority shareholder transferred his equity interest in the subsequent paragraphs. The Company's fiscal year-end is February end.

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 activitiesCompany 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, the Company and MBE and the shareholders of MBE who collectively own 100% of MBE entered into and consummated transactions pursuant to a Share Exchange Agreement, whereby the Company agreed to issue to the MBE shareholders an aggregate of approximately 5,248,626 shares of its common stock, par value $0.001,MP Special in exchange for 100% of equity interests of MBE held by the MBE shareholders. As a result$600,000. In addition, as part of the share exchange,transaction, the parties agreed that certain specified debt would remain or be transferred to Flooidcx Corp., and that other specific debt would remain or be transferred to MBE became a wholly owned subsidiary of Gripevine.

As a result ofHoldings. Because the Share Exchange Agreement, the acquisitionCompany’s majority shareholder was involved in this transaction, it has been accounted fortreated as a common control transaction in accordance with the Financial Accounting Standards Board (ASC 805-50, Business Combinations – Common control transactions). The Company has evaluated the guidance contained in ASC 805 with respect to the combinations among entities or businesses under common control and conclude that since the majority shareholder of the Company and MBE are same, therefore, this is a common control transaction, and do not result in a change in control attherefore, 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 amountderecognition of the net assets or equity interests transferred. Any differences between the proceeds received or transferred and the carrying amountsliabilities 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 combined financial statements of the ultimate parent. Resultantly, the financial position and the results of operations of Gripevine and MBE are combined together as if theyMB Holdings 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 an equity transaction rather than a common control transaction in accordance withgain. After the Financial Accounting Standards Board (ASC 805-50, Business Combinations – Common control transactions). Consequently, the condensed combined financial statements have been prepared as ifsplit-off of MBE Holdings, the Company and MBE werehad no operating activities. However, in March 2023, the Company entered into 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.merger agreement with Quantum Energy, Inc., (See Note 7).

3. GOING CONCERN

The unauditedThese condensed combinedconsolidated 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 of March 31, 2023, the Company did not have any operations generating revenue and had stockholders’ deficit of $4.0 million, and was in default of certain loans payable. (refer to Note 3). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim condensed combined financial statements. The condensed combinedconsolidated financial statements (the “condensed 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 POLICIESOn March 29, 2023 FlooidCX Corp. (“FLCX”), a Nevada corporation entered into An Agreement and Plan of Merger (the “Agreement”) with Quantum Energy, Inc., a Nevada corporation (“QREE”). (See Note 7)

2. Significant Accounting Policies

(a) Basis of Presentation

These condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These consolidated financial statements include the accounts of the Company and the following entities: Resolution 1, Inc. a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off. After the split-off MBE Holdings, Inc. was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying financial statements.

The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condenses consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain information included in the Company’s Annual Report on Form 10-KT for the period ended December 31, 2022. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-KT.

All inter-company balances and transactions have been eliminated.

(b) Discontinued Operations 

In accordance with ASC No. 205-20, Discontinued Operations, for all periods presented, the results of operations and related balance sheet items associated with the MB Holdings are reported in discontinued operations in the accompanying consolidated statements of operations. See Note 6 – Discontinued Operations for further details.

(c) Use of Estimates

The preparation of unaudited condensed combinedthese consolidated financial statements in conformity with US GAAPU.S. generally accepted accounting principles 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 combinedconsolidated financial statements and the reported amounts of revenuesrevenue and expenses during the reporting period. Areas involving significantThe Company bases its estimates and assumptions include: deferred income taxon current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and related valuation allowanceliabilities and accruals. Actualthe accrual of costs and expenses that are not readily apparent from other sources. The actual results couldexperienced by the Company may differ materially and adversely from thosethe Company’s estimates. TheseTo the extent there are material differences between the estimates are reviewed periodically, and as adjustments become necessary, they are reported in earnings in the period in which they become known.actual results, future results of operations will be affected. 

Loss Per Share(d) Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 31, 2022.

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculationimplemented all new accounting pronouncements that are in effect and that may impact its condensed 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 its financial position or results of “basic” and “diluted”operations.

(e) Net Loss per Share

Net earnings per share. Basic earningsor loss per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted averageweighted-average number of common shares outstanding forduring the period.period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the potential dilutionweighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities that could share inoutstanding. Potentially dilutive securities are excluded from the earningscomputation of an entity. Diluted earningsthe diluted net loss per share exclude all potentially dilutive shares if their effect isinclusion would be anti-dilutive. There were no potentiallyPotentially dilutive shares outstanding as at November 30, 2017of March 31, 2023 and 2016.December 31, 2022 consist of 127,450,000 common stock equivalents related to convertible Preferred series A and B stock.

Fair Value of Financial Instruments(f) Foreign Currency Translation

ASC 820 defines fair value, establishes a framework for measuring fair valueThe Company’s functional and expands required disclosure about fair value measurementsreporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities. ASC 820-10 defines fair value asliabilities denominated in foreign currencies are translated using the exchange price that would be received for an assetrate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or paid to transfer a liability (an exit price)settlement of foreign currency denominated transactions or balances are included 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 usedetermination 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:income.

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3. Notes Payable & Loans - Related Parties

Gripevine, Inc. Notes to Interim Condensed Combined Financial Statements For The Three and Nine Months Ended 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.

At March 31, 2023 and December 31, 2022, the Company owed $3,816,076 and $3,728,586 to related parties, respectively, which are unsecured, non-interest bearing and due on demand. The amounts due are notes that are held by Quantum Energy, Inc. (“Quantum”) (see Note 7), a company with common board members, and also another company that is controlled by one of Quantum’s board members.

In instances whereAt March 31, 2023 and December 31, 2022, the determinationCompany owed $144,057 and $143,914, respectively, to a related party, which is unsecured, bears interest at the default rate of 12% and is due on demand.

4. Other Related Party Transactions

During the three months ended March 31, 2023 and 2022, the Company incurred $nil (2022 – $47,196) in research and development fees paid to the President of the Company.

During the three months ended March 31, 2023 and 2022, the Company issued 915,000 Preferred Series B and 915,000 Preferred Series C shares with a fair value measurement is based on inputs from different levelsof  $1,006,720 (2021 – $-nil-) to its incoming management and board as part of the Agreement. Such estimate of 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 significant to the fair value measurement in its entirety. The Company’s assessmentsuper voting rights of the significanceSeries C and  the equivalent number of a particular inputcommon shares of Series B, which has been recorded as contra equity as such relate to transactions with the fair value measurementCompany's officer and other shareholders. If the Merger closes, such consideration will be accounted for in its entirety requires judgment, and considers factors specificthe transaction. As of the filing date of this Form 10-Q, the Company expects the Merger to the asset or liability.close in Q3 2023.

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.5. Equity

Preferred 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.

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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)

On January 1, 2017, the Company adopted the accounting pronouncement issued by the FASB to simplify the accounting for goodwill impairment. This guidance eliminates the requirement that an entity calculate the implied fair value of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The Company adopted this pronouncement on a prospective 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.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency 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.

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

6. LOANS PAYABLE/DUE TO RELATED PARTIES / DUE TO A SHAREHOLDER

Loans payable

Loans payable represents advances from a related corporation to meet the working capital requirements of the Company. These advances are interest free, unsecured and are repayable on demand.

Due to related parties and due to a shareholder

The balances due to related parties and a shareholder are mainly in connection with the consulting services and financing provided for the development of an online complaint resolution platform as explained in Note 1 to the condensed combined financial statements. These balances are interest free, unsecured and are repayable on demand.

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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)

Share Exchange Agreement

On February 28, 2017, the Company, MBE and the shareholders of MBE entered into a Share Exchange Agreement (the “Share Exchange Agreement”). The Board of Directors of the Company approved the execution and consummation of the transaction under the Share Exchange Agreement on February 28, 2017.

In accordance with the terms and provisions of the Share Exchange Agreement, the Company is to issue an aggregate of 5,248,626 shares of its restricted common stock to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE (constituting 100%), thus making MBE its wholly-owned subsidiary. The Board of Directors of the Company and MBE deemed it in the best interests of the respective shareholders to enter into the Share Exchange Agreement pursuant to which the Company would acquire all the technology and assets and assume all liabilities of MBE.

Authorized stock

On October 31, 2016, the Board of Directors of the Company authorized an increase in the Company's shares of common stock to three hundred million (300,000,000) shares with par value remaining at $0.001 and creation of twenty million (20,000,000) shares of preferred stock par value $0.001. On November 4, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State increasing its authorized capital to 300,000,000 shares of common stock, par value $0.001,contains certain rights and 20,000,000 shares of preferred stock, par value $0.001 (the “Amendment). The Amendment was effective with the Nevada Secretary of State on November 4, 2016 when the Certificate of Amendment was filed. The Amendment was approved by the Board of Directors pursuant to written consent resolutions dated October 31, 2016 and further approved by the shareholders holding a majority of the total issued and outstanding shares of common stock of the Company pursuant to written consent resolutions dated October 31, 2016.

Common stock issued and outstanding

On May 31, 2016 and effective October 3, 2016, the Company’s previous majority shareholder, sole executive officer and member of the Board of Directors, entered into certain stock purchase agreements (collectively, the “Stock Purchase Agreements”) with certain individuals and/or entities (collectively, the “Investors”). In accordance with the terms and provisions of the Stock Purchase Agreements, the then majority shareholder sold and transferred at a per share price of $0.037 the control block of the Company consisting of 5,000,000 shares of restricted common stock and representing approximately 62.5% of the total issued and outstanding shares of common stock.

During the quarter period ended, November 30, 2017, the Company issued 4,720,532 shares in connection with the Share Exchange Agreementpreferences as explained above. The remaining shares of 528,094 are included in common stock to be issued.

As at November 30, 2017 the Company has 124,720,532 outstanding common stock comprising of 79,717,199 restricted stock and 45,003,333 unrestricted stock. As at February 28, 2017, the Company has 120,000,000 outstanding common stock comprising of 75,000,000 restricted stock and 45,000,000 unrestricted stock.

Common stock to be issued

Common stock to be issued of 3,022,844 shares comprise of:

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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)

Preferred stock

On April 20, 2017, the Board of Directors authorized the issuance of thedetailed below: There were 1,000,000 shares of Series A Preferred Stock to its sole executive officeroutstanding at March 31, 2023 and member of the Board of Directors in consideration of his services performed during the year ended February 28, 2017. These preferred stocks contain certain rights and preference as detailed below:December 31, 2022.

Preferred A:

In connection with the potential merger (See Note 7), the company established additional series of preferred stock, summarized as follows:

Preferred B: (1,000,000 shares authorized):

Preferred C: (1,000,000 shares authorized):

Preferred D; (1,000,000 shares authorized):

Preferred E; (2,000,000 shares authorized):

6. Discontinued Operations

There was no depreciation expense for the period

7. Potential Merger

On March 29, 2023 FlooidCX Corp. (“FLCX”), a Nevada corporation entered into An Agreement and Plan of Merger (the “Agreement”) with Quantum Energy, Inc., a Nevada corporation (“QREE”). Under the terms of the Agreement, the shares of QREE will be exchanged for the shares of FLCX on the following basis:

Under the terms of the Agreement, the surviving company will change its name from flooidCX Corp. to Quantum Energy, Inc. and management shall apply to change the trading symbol of the surviving corporation from FLCX to QREE.

The fair value of these 1,000,000 preferred stock amounting to $38,694,414 was determined by an independent valuation using the assumptions i. e. conversion value, control premium of 11.15% based on similar publicly trading companies, votingAgreement contains representations and sale/merger rightswarranties of the stockparties that are common to such agreements. The merger transaction is subject to regulatory approval and stock price of $0.69. Asapplications for such approval would be submitted to all applicable regulatory agencies, including the issuance of preferred stock relatedSecurities and Exchange Commission and the Financial Industry Regulatory Authority. In addition, management plans to past services, therefore, this amount was recorded as stock based compensationfile a registration statement on SEC Form S-4 to register the shares to be issued to the Quantum shareholders. Under the Agreement, the transaction may not proceed in the combined statementsevent that holders with more than 20% of operations during the previous year ended February 28, 2017.number of outstanding shares of QREE shall dissent from the transaction. Certain members of the management of FLCX are also members of the management of QREE. The charge relatingMerger is nearing the filing of SEC Form S-4, SEC and FINRA comments, and Nevada state corporate filings to three and nine months ended November 30, 2016 amounts to $9,673,604 and $29,020,811.complete.

WarrantsInductance Energy Corporation, (“IE”), of Wyoming, shall be operated as a subsidiary of the surviving entity, currently IE is operated as a subsidiary of Quantum Energy, Inc. Shareholders of Inductance Energy Corporation will retain their current shareholding in IE.

8. Subsequent Events

On December 1, 2016,May 19, 2023 the Company issued 18,275,000 warrants3,000 Preferred D shares to certain shareholdersMichael Halverson TTEE of the CompanyThe Five Star Trust for their services for the year ended February 28, 2017. These warrants have a strike price of $0.40 and will expire on December 1, 2019. The fair value of these warrants was measured at the date of grant using the Black-Scholes option pricing model using the following assumptions:marketing to potential distributorships.

On May 22, 2023 amended its articles to: