UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended ~~November~~June 30, ~~2022~~2023

☐	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File No. 000-55965

flooidCX Corp.

(Exact name of registrant as specified in its charter)

Nevada		35-2511643
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

~~14747 N Northsight Blvd~~ ~~Ste 111-218~~3690 Howard Hughes Parkway Suite 500 ~~Scottsdale, AZ~~Las Vegas, NV		~~85260~~89169
(Address of principal executive offices)		(Zip Code)

((702) 323-6455~~702) 323-6455~~

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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 ☒ 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 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, a smaller reporting company, or an emerging growth 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	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☒☐

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. ☐

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

As of ~~January 9,~~August 21, 2023, there were ~~2,020,871~~45,345,551 shares of our common stock issued and outstanding, par value $0.001.

TABLE OF CONTENTS

Table of Contents

Cautionary Note Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “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; plans for the marketing of our services; future economic conditions; 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, 2022 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.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Financial Statements

Three and ~~Nine~~Six Months Ended ~~November~~June 30, ~~2021 and 2022~~2023

(Expressed in US dollars)

(unaudited)

		Index

Unaudited Interim Condensed Consolidated Balance Sheets		F–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 Consolidated Financial Statements		F–5

Table of Contents

FLOOIDCX CORP.

~~Unaudited~~ Interim Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

							(Unaudited)			(Audited)
	November 30,			February 28,			June 30,			December 31,
	2022			2022			2023			2022
				(audited)
ASSETS
Current Assets
Cash	$	—		$	332		$	—		$	—
Current Assets of Discontinued Operations		—			7,988

Total Current Assets		—			8,320

Property and Equipment, Net - Discontinued Operations		—			12,195

Total Assets	$	—		$	20,515		$	—		$	—

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts Payable and Accrued Liabilities	$	39,068		$	40,478		$	30,783		$	25,989
Loans Payable		2,800,863			3,436,010
Due to Related Party		1,179,262			117,491
Current Liablilites of Discontinued Operations		—			1,443,493
Loans and Notes Payable - Related Parties								3,983,947			3,872,500

Total Current Liabilities		4,019,193			5,037,472			4,014,730			3,898,489

Total Liabilities		4,019,193			5,037,472			4,014,730			3,898,489

Stockholders' Deficit
Preferred Stock - $0.001 Par; 20,000,000 Shares Authorized,
1,000,000 Issued and Outstanding		1,000			1,000
Common Stock - $0.001 Par; 300,000,000 Shares Authorized,
2,020,871 Issued and Outstanding		2,021			2,021
Common Stock Issuable (Note 6)		19,616			19,616

Preferred A Stock - $0.001 Par; 1,000,000 Shares Authorized, -0- and 1,000,000 Issued and Outstanding, Respectively							—				1,000
Preferred B Stock - $0.001 Par; 1,000,000 Shares Authorized, 185,400 and -0- Issued and Outstanding, Respectively								185			—
Preferred C Stock - $0.001 Par; 1,000,000 Shares Authorized, 915,000 and -0- Issued and Outstanding, Respectively								915			—
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 43,045,551 and 2,020,871 Issued and Outstanding, Respectively								43,046			2,021
Common Stock Issuable								19,616			19,616
Additional Paid-In-Capital		51,875,727			51,875,727			112,185,968			53,096,096
Accumulated Other Comprehensive Income		—			88,895
Deposit on Potential Merger								(59,130,997	)		—
Accumulated Deficit		(55,917,557	)		(57,004,216	)		(57,133,463	)		(57,017,222	)

Total Stockholders' Deficit		(4,019,193	)		(5,016,957	)		(4,014,730	)		(3,898,489	)

Total Liabilities and Stockholders' Deficit	$	—		$	20,515		$	—		$	—

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

F-1

Table of Contents

FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

(Unaudited)

	Three Months Ended						Nine Months Ended						For the Three Months Ended						For the Six Months Ended
	November 30,			November 30,			November 30,			November 30,			June 30,						June 30,
	2022			2021			2022			2021			2023			2022			2023			2022

Revenue	$	—		$	—		$	—		$	3,870		$	—		$	—		$	—		$	—

Operating Expenses
General and Administrative		19,866			20,133			29,677			67,886		22,050				24,325			100,800			53,308
Research and Development		—			20,246			—			117,548			—			—			—			11,366

Total Operating Expenses		19,866			40,379			29,677			185,434		22,050				24,325			100,800			64,674

Income (Loss) Before Other Expense		(19,866	)		(40,379	)		(29,677	)		(181,564	)
Loss Before Other Expenses													(22,050		)		(24,325	)		(100,800	)		(64,674	)

Other Income and (Expense)
Financing Costs		(4,306	)		(3,854	)		(12,289	)		(7,634	)
Transaction Gain		—			—			81,457			—
Other Income (Expenses)
Income (Loss) on Foreign Currency Transactions														(1,764	)		(2,316	)		(6,816	)		872
Interest Expense														(4,363	)		(12,242	)		(8,625	)		(16,159	)

Total Other Income and (Expense)		(4,306	)		(3,854	)		69,168			(7,634	)
Total Other Income (Expenses)														(6,127	)		(14,558	)		(15,441	)		(15,287	)

Net Income (Loss) for the Period from Continuing Operations		(24,172	)		(44,233	)		39,491			(189,198	)
Net Loss for the Period from Continuing Operations														(28,177	)		(38,883	)		(116,241	)		(79,961	)

Net Loss from Discontinued Operations
Net Loss for the Period from Discontinued Operations
Operating Loss on Discontinued Operations		—			(88,056	)		(173,201	)		(355,115	)		—			(39,969	)		—			(173,201	)

Net Loss from Discontinued Operations		—			(88,056	)		(173,201	)		(355,115	)
Net Loss for the Period from Discontinued Operations														—			(39,969	)		—			(173,201	)

Net Loss for the Period		(24,172	)		(132,289	)		(133,710	)		(544,313	)		(28,177	)		(78,852	)		(116,241	)		(253,162	)

Other Comprehensive Income (Loss)
Foreign Currency Translation Gain (Loss) on Continuing Operations		—			(6,094	)		—			(3,638	)		—		—				—		—
Foreign Currency Translation Gain (Loss) on Discontinued Operations		—			64,238			(27,776	)		44,290			—			(26,037	)		—			(26,037	)

Comprehensive Loss for the Period	$	(24,172	)	$	(74,145	)	$	(161,486	)	$	(503,661	)
Comprehensive Loss													$	(28,177	)	$	(104,889	)	$	(116,241	)	$	(279,199	)

Weighted Average Number of Common Shares -
Basic		2,020,871			1,952,657			2,020,871			1,961,748			12,752,129			2,020,871			7,416,145			2,020,871
Diluted		2,020,871			1,952,657			2,020,871			1,961,748			12,752,129			2,020,871			7,416,145			2,020,871
Net Income (Loss) for the Period Per Common Shares - Basic
Income (Loss) from Continuing Operations	$	(0.01)		$	(0.02	)	$	0.02		$	(0.10	)
Net Loss for the Period Per Common Shares - Basic
Loss from Continuing Operations													$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Loss from Discontinued Operations		—			(0.05	)		(0.09	)		(0.18	)		—			—			—			(0.09	)
	$	(0.01)		$	(0.07	)	$	(0.07	)	$	(0.28	)	$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.13	)
Net Income (Loss) for the Period Per Common Shares – Diluted
Income (Loss) from Continuing Operations	$	(0.01)		$	(0.02	)	$	0.00		$	(0.10	)
Net Loss for the Period Per Common Shares - Diluted
Loss from Continuing Operations													$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.04	)
Loss from Discontinued Operations		—			(0.05	)		(0.00	)		(0.18	)		—			(0.00	)		—			(0.09	)
	$	(0.01)		$	(0.07	)	$	(0.00	)	$	(0.28	)	$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.13	)

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

F-2

Table of Contents

FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Statements of Stockholders’ Deficit

(Expressed in U.S. dollars)

(Unaudited)

Preferred Stock

Common Stock

Common

Additional

Other

Total

$0.001 Par

$0.001 Par

Stock

Paid-In

Comprehensive

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Issuable

Capital

Income

Deficit

Deficit

Balance - March 1, 2021

1,000,000

$ 1,000

1,976,218

$ 1,976

$ 19,497

$ 51,728,412

$ 74,510

(56,165,383 )

$ (4,339,988 )

Shares Returned and Cancelled

—

—

(23,561 )

(23 )

—

23

—

—

—

Fair Value of Shares to be Issued for Services

—

—

—

—

10,355

—

—

—

10,355

Fair Value of Stock Options Granted

—

—

—

—

—

89,887

—

—

89,887

Foreign Exchange Translation Loss

—

—

—

—

—

—

(198,558 )

—

(198,558 )

Net Loss for the Period

—

—

—

—

—

—

—

(280,378 )

(280,378 )

��

Balance - May 31, 2021

1,000,000

1,000

1,952,657

1,953

29,852

51,818,322

(124,048 )

(56,445,761 )

(4,718,682 )

Fair Value of Shares to be Issued for Services

—

—

—

—

9,908

—

—

—

9,908

Fair Value of Stock Options Granted

—

—

—

—

—

5,718

—

—

5,718

Foreign Exchange Translation Gain

—

—

—

—

—

—

181,066

—

181,066

Net Loss for the Period

—

—

—

—

—

—

—

(131,646 )

(131,646 )

Balance - August 31, 2021

1,000,000

1,000

1,952,657

1,953

39,760

51,824,040

57,018

(56,577,407 )

(4,653,636 )

Fair Value of Shares to be Issued for Services

—

—

—

—

9,772

—

—

—

9,772

Shares Issued for Services

—

—

68,214

68

(39,760 )

39,692

—

—

—

Fair Value of Stock Options Granted

—

—

—

—

10,474

—

—

—

10,474

Foreign Exchange Translation Gain

—

—

—

—

—

—

58,144

—

58,144

Net Loss for the Period

—

—

—

—

—

—

—

(132,289 )

(132,289 )

Balance - November 30, 2021

1,000,000

$ 1,000

2,020,871

$ 2,021

$ 20,246

$ 51,863,732

$ 115,162

$ (56,709,696 )

$ (4,707,535 )

Balance - March 1, 2022

1,000,000

$ 1,000

2,020,871

$ 2,021

$ 19,616

$ 51,875,727

$ 88,895

(57,004,216 )

$ (5,016,957 )

Foreign Exchange Translation Loss

—

—

—

—

—

—

(26,037 )

—

(26,037 )

Net Loss for the Period

—

—

—

—

—

—

—

(206,034 )

(206,034 )

Balance - May 31, 2022

1,000,000

1,000

2,020,871

2,021

19,616

51,875,727

62,858

(57,210,250 )

(5,249,028 )

Split off

—

—

—

—

—

—

(62,858 )

1,220,369

1,157,511

Net Income for the Period

—

—

—

—

—

—

—

96,496

96,496

Balance - August 31, 2022

1,000,000

1,000

2,020,871

2,021

19,616

51,875,727

—

(55,893,385 )

$ (3,995,021 )

Net Loss for the Period

—

—

—

—

—

—

—

(24,172 )

(24,172 )

Balance - November 30, 2022

1,000,000

$ 1,000

2,020,871

$ 2,021

$ 19,616

$ 51,875,727

$ —

(55,917,557 )

$ (4,019,193 )

Accumulated

Preferred A Stock

Preferred B Stock

Preferred C Stock

Common Stock

Common

Additional

Deposit on

Other

Total

$0.001 Par

$0.001 Par

$0.001 Par

$0.001 Par

Stock

Paid-In

Potential

Comprehensive

Accumulated

Stockholders'

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Issuable

Capital

Merger

Income

Deficit

Deficit

Balance - January 1, 2022

1,000,000

$ 1,000

—

$ —

—

$ —

2,020,871

$ 2,021

$ 19,616

$ 51,875,727

$ —

$ 88,895

$ (56,165,383 )

$ (4,178,124 )

Net Loss for the Period

—

—

—

—

—

—

—

—

—

—

—

—

(180,688 )

(180,688 )

Balance - March 31, 2022

1,000,000

1,000

—

—

—

—

2,020,871

2,021

19,616

51,875,727

—

88,895

(56,346,071 )

(4,358,812 )

Foreign Exchange Translation Loss

—

—

—

—

—

—

—

—

—

—

—

(26,037 )

—

(26,037 )

Split-off

—

—

—

—

—

—

—

—

—

1,220,369

—

(62,858 )

—

1,157,511

Net Loss for the Period

—

—

—

—

—

—

—

—

—

—

—

—

(78,852 )

(78,852 )

Balance - June 30, 2022

1,000,000

$ 1,000

—

$ —

—

$ —

2,020,871

$ 2,021

$ 19,616

$ 53,096,096

$ —

$ —

(56,424,923 )

$ (3,306,190 )

Balance - January 1, 2023

1,000,000

$ 1,000

—

$ —

—

$ —

2,020,871

$ 2,021

$ 19,616

$ 53,096,096

$ —

$ —

(57,017,222 )

$ (3,898,489 )

Preferred Shares Issued in Exchange for Note Receivable

—

—

915,400

915

915,000

915

—

—

—

1,004,890

(1,006,720 )

—

—

—

Net Loss for the Period

—

—

—

—

—

—

—

—

—

—

—

—

(88,064 )

(88,064 )

Balance - March 31, 2023

1,000,000

1,000

915,400

915

915,000

915

2,020,871

2,021

19,616

54,100,986

(1,006,720 )

—

(57,105,286 )

(3,986,553 )

Cancellation of Shares

(1,000,000 )

(1,000 )

—

—

—

—

—

—

—

1,000

—

—

—

—

Preferred Conversion to Common 30:1

—

—

(730,000 )

(730 )

—

—

21,900,000

21,900

—

(21,170 )

—

—

—

—

Common Stock Issued for Deposit on Potential Merger

—

—

—

—

—

—

19,124,680

19,125

—

58,105,152

(58,124,277 )

—

—

—

Net Loss for the Period

—

—

—

—

—

—

—

—

—

—

—

—

(28,177 )

(28,177 )

Balance - June 30, 2023

—

$ —

185,400

$ 185

915,000

$ 915

43,045,551

$ 43,046

$ 19,616

$ 112,185,968

$ (59,130,997 )

$ —

$ (57,133,463 )

$ (4,014,730 )

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

F-3
Table of Contents

FLOOIDCX CORP.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)

For the Nine Months Ended November 30,

2022

2021

For the Six Months Ended June 30,

2023

2022

Cash Flows from Operating Activities
Cash Flows from Operating Activities

Net Loss for the Period

$ (133,710 )

$ (544,313 )

$ (116,241 )

$ (253,162 )

Non-Cash Adjustments:

Depreciation

—

3,172

Stock Based Compensation

—

136,114

(Income) Loss on Foreign Currency Transactions

6,816

(872 )
Changes in Assets and Liabilities:

Accounts Receivable

—

7,380

Prepaid Expenses and Deposits

—

(2,268 )
Prepaid Expenses

—

(1,373 )
Accounts Payable and Accrued Liabilities

(19,772 )

1,054

4,795

26,279

Due to Related Parties

76,272

84,201

104,630

11,890

Net Cash Flows Used In Operating Activities

(77,210 )

(314,660 )

—

(217,238 )

Cash Flows from Investing Activities

—

—

Purchase of Property and Equipment

—

(816 )

Net Cash Used in Investing Activities

—

(816 )

Cash Flows from Financing Activities

Proceeds from Loans Payable

83,699

202,607

—

350,261

Proceeds from Related Party Loans

—

102,967

Net Cash Flows Provided By Financing Activities

83,699

305,574

—

350,261

Effects of Foreign Exchange Rate Changes on Cash

(6,821 )

15,710

Net Change in Cash

(332 )

5,808

—

133,023

Cash - Beginning of Period

332

1,251

—

587

Cash - End of Period

$ —

$ 7,059

$ —

$ 133,610

Cash Paid During the Period for:

Interest

$ —

$ —

$ —

$ —

Income Taxes

$ —

$ —

$ —

$ —

Non-Cash Transactions

Increase in Equity Related to Split off

$ 1,157,511

$ —

Non-Cash Issuance of Preferred Stock for Deposit on Potential Merger

$ 1,006,720

$ —

Non-Cash Issuance of Common Stock Exchanged for Deposit on Potential Merger

$
58,124,277

$
—

Conversion of Preferred Stock

$
—

$
—

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

F-4
Table of Contents

FLOOIDCX CORP.
Notes to the Unaudited ~~Interim~~  Condensed Consolidated Financial Statements
~~Nine~~Three and Six Months Ended ~~November 30,2022~~June 30, 2023 and 2022
(Expressed in U.S. Dollars)
~~(Unaudited)~~

1. Nature of Operations and Continuance of Business

FlooidCX Corp. (formerly Gripevine, Inc. and Baixo Relocation Services, Inc.) (the “Company”) was incorporated in the state of Nevada on January 7, 2014. ~~The~~Prior to the split-off of the MB Holdings, Inc. (“MB Holdings”), subsidiary, the Company iswas in the business of developing and building an online resolution platform.
Effective June 27, 2022, the Company 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 Company to MP Special in exchange for $600,000. In addition, as part of the 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 Holdings. Because the Company’s majority shareholder was involved in this transaction, it has been treated as common control transaction, and therefore, the derecognition of the net liabilities of MB Holdings were accounted for as an equity transaction rather than a gain. After the split-off of MBE Holdings, the Company had no operating activities. However, in March 2023, the Company entered into a merger agreement with Quantum Energy, Inc., (See Note 7).

These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of ~~November~~June 30, ~~2022,~~2023, the Company ~~has a working capital~~did not have any operations generating revenue and had stockholders’ deficit of ~~$4,019,193~~$4.0 million, and ~~an accumulated deficit of $55,899,182 since inception. As of November 30, 2022, the Company is~~was in default of certain loans ~~payable~~payable. (refer to Note 4)3). ~~Furthermore, during the nine months ended November 30, 2022, the Company used $77,210 in operating activities.~~ These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.
~~MBE Holdings Inc. – Split off June 27, 2022 (See Note 7)~~
~~Wholly-owned subsidiary~~
~~Resolution 1, Inc~~
~~Wholly-owned subsidiary~~

All inter-company balances and transactions have been eliminated.

(b) ~~Interim Financial Statements~~Discontinued Operations

The accompanying condensed consolidated financial statements of the Company should 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, 2022. 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 principles generally accepted in~~ASC No. 205-20, Discontinued Operations, for all periods presented, 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~~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 ~~the periods shown are not necessarily indicative of the results to be expected for the full year.~~further details.

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~~2. Significant Accounting Policies~~ ~~(continued)~~(c) Use of Estimates

~~(c)~~The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on 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 liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
(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 15, 2022. The Company ~~is still evaluating~~determined that the new standard did not have an effect ~~the adoption will have~~ on its financial statements.

The Company has implemented 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 operations.

~~(d)~~(e) Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the 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 weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of ~~November 30.~~June 30, 2023 and December 31, 2022 ~~and 2021~~ consist of ~~100,000,000~~5,562,000 common stock equivalents related to convertible preferred stock.

~~3. Property and Equipment~~(f) Foreign Currency Translation

November 30,
2022

February 28,
2022

Computer equipment
$
—

$
40,491

Furniture and equipment

—

40,543

Total

—

81,034

Less: accumulated depreciation

—

(68,839 )
Net carrying value
$
—

$
12,195

The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate 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 settlement of foreign currency denominated transactions or balances are included in the determination of income.


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4.3. Notes Payable & Loans ~~Payable~~- Related Parties

~~(a)~~ At ~~November~~June 30, 2023 and December 31, 2022, the Company owed ~~$2,240,243 (February 28, 2022 – $2,295,443)~~$3,838,126 and $3,728,443 to related parties, respectively, which isare unsecured, non-interest bearing ~~unsecured,~~ and due on demand. The ~~Company~~amounts due are notes that are held by Quantum Energy, Inc. (“Quantum”) (see Note 7), a company with one common board member and also another company that is ~~currently in default.~~controlled by one of Quantum’s board members.

~~(b)~~ At ~~November~~June 30, 2023 and December 31, 2022, the Company owed ~~$560,620 (February 28, 2022 – $660,192) which is unsecured, non-interest bearing, unsecured,~~$145,821 and ~~due on demand. The Company is currently in default.~~
~~(c) At November 30, 2022, the Company owed $-0- (February 28, 2022 - $118,125) under~~$143,914, respectively, to a ~~loan agreement dated June 17, 2020 which was unsecured, bores interest at 5% per annum, and had a 2% penalty fee for non-repayment on the due date which was July 31, 2020.~~
(d) At November 30, 2022, the Company owed $nil (February 28, 2022 - $196,875) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties. This loan was assumed by buyer as part of the MBE spinoff.
(e) At November 30, 2022, the Company owed $nil (February 28, 2022 - $94,500) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, unsecured, and due on demand. This loan was assumed by buyer as part of the MBE spinoff.
~~(f) As of November 30, 2022, the Company owed $-0- (February 28, 2022 - $23,625) under a loan agreement dated December 1, 2020~~related party, which is unsecured, bears interest at ~~5% per annum,~~the default rate of 12% and ~~had a maturity date of June 1, 2021. The interest rate increases to 12% per annum~~is due on ~~non-repayment of the principal amount outstanding and interest thereon by the due date. This loan was assumed by buyer as part of the MBE spinoff.~~
(g) At November 30, 2021, the Company owed $-0- (February 28, 2022 - $47,250) for a government backed loan to assist businesses during the COVID-19 pandemic. The loan is unsecured and non-interest bearing for the initial term until December 31, 2023 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven. This loan was assumed by buyer as part of the MBE spinoff.demand.

5.4. Other Related Party Transactions

~~(a) At November~~During the three and six months ended June 30, 2023 and 2022, the Company ~~owed $1,022,289 (February 28, 2022~~incurred $nil (2022 – ~~$1,123,076)~~$nil) and $nil (2022: $11,366), respectively in research and development fees to ~~a shareholder which is unsecured, non-interest bearing, and due on demand.~~
~~(b) At November 30, 2022,~~ the Company owed $143,928 (February 28, 2022 - $117,491) under various loan agreements which are unsecured, bear interest at 5% per annum, and have varied maturity dates through September 2021, respectively. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. The interest is accrued till final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the former President of the Company.

~~(c) At November~~5. Equity
Preferred Stock
The preferred stock contains certain rights and preferences as detailed below: There were nil(0) and 1,000,000 shares of Series A outstanding at June 30, 2023 and December 31, 2022 respectively, 185,400 and nil(0) shares of Series B outstanding at June 30, 2023 and December 31, 2022 respectively, 915,000 and nil(0) shares of Series C outstanding at June 30, 2023 and December 31, 2022 respectively, nil(0) shares of Series D outstanding at June 30, 2023 and December 31, 2022 and nil(0) shares of Series E outstanding at June 30, 2023 and December 31, 2022.
Preferred A: (1,000,000 shares authorized):
·
In the event of acquisition of the Company, the preferred stockholder will receive 20% of the aggregate valuation of such merger.
·
The stockholder can convert each share of preferred stock into 100 shares of common stock; and
·
Each holder of preferred stock shall be entitled to cast 200 votes.
·
Each holder shall be entitled to receive 30 for 1 share of liquidation proceeds $.001 par value per share.
In connection with the potential merger (Note 7), the company established additional series of preferred stock, summarized as follows:
Preferred B: (1,000,000 shares authorized):
·
The stockholder can convert each share of preferred stock into 30 shares of common stock; and
·
Each holder shall be entitled to cast no votes.
·
Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share.
2023 Activity
During the three months ended March 31, 2023, the Company ~~owed $13,045 (February 28, 2022 - $nil) to an entity that is majority owned by multiple members~~issued 915,400 shares of Series B preferred stock as a deposit on the ~~board of directors~~Company’s potential merger (see Note 7). Such shares have been issued in advance of the ~~Company.~~closing of the merger and will be accounted for in purchase accounting if such merger is consummated. The value of the shares have been recorded at the fair value on the date of grant. As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included as a component of stockholders’ deficit.

~~(d) At November~~During the three months ended June 30, ~~2022,~~2023, the Company ~~owed $-0- (February 28, 2022 – $27,999) to~~issued 21,900,000 shares of common stock upon the ~~former Chief Operating Officer (“COO”)~~conversion of 730,000 shares of Series B preferred stock in accordance with the original conversion terms.
Preferred C: (1,000,000 shares authorized):
·
The stockholder cannot convert into common stock; and
·
Each holder of preferred stock shall be entitled to cast 250 votes.
·
Each holder shall be entitled to no liquidation preference.
2023 Activity
During the three months ended March 31, 2023, the Company issued 915,000 shares of Series C preferred stock as a deposit on the Company’s potential merger (see Note 7). Such shares have been issued in advance of the ~~Company.~~closing of the merger and will be accounted for in purchase accounting if such merger is consummated. The ~~amount owing is~~value of the shares have been recorded at the fair value on the date of grant. As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included ~~in accounts payable and accrued liabilities.~~as a component of stockholders’ deficit.

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~~(e) During the nine months ended November 30, 2022, the Company incurred $47,196 (2021 – $96,588) in research and development fees to the former President of the Company.~~Preferred D; (1,000,000 shares authorized):
·
The stockholder can convert each share of preferred stock into 100 shares of common stock; and
·
Each holder of preferred stock shall be entitled to cast no votes.
·
Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share.
Preferred E; (2,000,000 shares authorized):
·
The stockholder can convert each share of preferred stock into 10 shares of common stock; and
·
Each holder of preferred stock shall be entitled to cast no votes.
·
Each holder shall be entitled to receive 10 times per share of liquidation proceeds $.001 par value per share.
Common Stock

~~(f)~~ During the ~~nine~~three months ended ~~November~~June 30, ~~2022,~~2023, the Company ~~incurred $nil (2021 - $12,074)~~issued 19,124,680 shares of common stock as a deposit on the Company’s potential merger (see Note 7). Such shares have been issued in ~~administrative fees included in general and administrative to the former President~~advance of the ~~Company.~~
~~(g) During~~closing of the ~~nine months ended November 30, 2022,~~merger and will be accounted for in purchase accounting if such merger is consummated. The value of the shares have been recorded at the fair value on the date of grant (based on the closing share price of the Company’s common stock on such date). As the Company ~~recognized stock-based compensation of $nil (2021 - $77,345) to~~has not determined the ~~MP Special Purposes Corp. The Company also recognized stock-based compensation of $nil (2021 - $18,560) in general and administrative to the spouse~~purchase accounting of the ~~former President~~potential transaction, such amounts have been included as a component of ~~the Company.~~stockholders’ deficit.

6. ~~Stock Options~~
~~The following table summarizes the continuity of stock options:~~

Number of Options

Weighted Average Exercise Price

Aggregate Intrinsic
Value

Balance – February 28, 2022

353,956

$
17.00

$
—

Expired

(353,956 )

17.00

—

Balance – November 30, 2022

—

$

$
—

7. Discontinued Operations

On June 27, 2022, the Company finalized the ~~split off~~split-off of MBE Holdings, Inc., ~~by transferring all~~and as part of the ~~equity in~~split-off agreement notes payable of MBE Holdings, Inc.~~, owned~~ totaling approximately $4 million, were assumed by Flooid and the original creditors assigned their rights in the notes payable to an affiliated entity of Quantum.
In connection with the transaction the Company ~~to Richard Hue, the Company’s former majority shareholder~~derecognized $1,158,000 of liabilities, including $461,000 of accounts payable and ~~CEO.~~
accrued liabilities and $696,000 of notes payable.  The substantial portion of these liabilities were assumed by MBE ~~Holdings,~~Holding, Inc.~~, also assumed certain payables of the Company approximating $730,000 and notes payable approximating $430,000.~~

The Company has accounted for the ~~splitoff~~Split-off of MBE Holding, Inc. as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations. ~~As such, the Company’s historical loss of $132,289 and $544,313 have been adjusted for comparability purposes for the three and nine months ended November 30, 2021, respectively.~~

Based on the related party nature of such transaction, the Company recorded the effect of the transaction as a capital contribution.

~~The following financial information presents the statements of operations of MBE Holdings, Inc.~~Discontinued Operations disclosures for ~~the three and nine months ended November 30,~~ 2022 ~~and 2021.~~period

Three Months Ended
November 30,

Nine Months Ended
November 30,

2022

2021

2022

2021

Six Months
Ended
June 30,
2022

Three Months Ended June 30,
2022

TOTAL REVENUE
$
—

$
41,280

$
—

$
50,083

$ —

$
—

OPERATING EXPENSES

General and administrative expense

—

63,349

34,752

176,627

34,752

8,576

Research and development

—

65,987

138,449

228,571

138,449

31,393

TOTAL OPERATING EXPENSES

—

129,336

173,201

405,198

173,201

39,969

OPERATING LOSS

—

88,056

173,201

355,115

173,201

39,969

Finance Costs
$
—

$
—

$
—

$
—

—

—

NET LOSS OF DISCONTINUED OPERATIONS
$
-

$ (88,056 )

$ (173,201 )

$ (355,115 )

$ (173,201 )

$ (39,969 )

Depreciation was approximately $0 and ~~$3,200 in~~$0 for the six months ended June 30,2022 and for the three months ended June 30, 2022, ~~and 2021,~~ respectively.

The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. Depreciation expense of the discontinued operations in the prior period was $3,200. There was no amortization, capital expenditures, or other significant operating and investing noncash activity in the prior period.
~~8. Subsequent Events~~
~~There are no subsequent events after the quarter ending November 30, 2022.~~

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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:
QREE
FLCX
Common 6 shares
Common 1 share
Series D Preferred 1 share
Series D Preferred 1 share
Under the terms of the Merger 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 Agreement contains representations and warranties of the parties that are common to such agreements. The merger transaction is subject to regulatory approval and applications for such approval would be submitted to all applicable regulatory agencies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority. In addition, management plans to file 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 event that holders with more than 20% of the 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 Merger is contingent upon the filing of SEC Form S-4, SEC and FINRA comments, and Nevada state corporate filings to complete.
Inductance 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. As the Company has not attained all required approvals, such transaction has not yet been consummated.
8.Subsequent Events
Subsequent to June 30, 2023 and prior to the filing of this Form 10-Q the Company issued 2,300,000 common shares in anticipation of the potential merger, of which 900,000 shares were the result of Preferred B conversions.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides an analysis of the Company’s financial condition and results of operations and should be read in conjunction with the Interim Consolidated Financial Statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Company’s Annual Report on Form ~~10-K~~10-KT filed for the fiscal year ended ~~February 28, 2021.~~December 31, 2022. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

flooidCX Corp., formerly known as Gripevine, Inc. (the “Company”), was incorporated under the name Baixo Relocation Services, Inc. in the state of Nevada on January 7, 2014.

Effective February 28, 2017, we entered into a share exchange agreement (the “MBE Exchange Agreement”) with MBE Holdings Inc., a private corporation organized under the laws of Delaware (“MBE”) and the shareholders of MBE (the “MBE Shareholders”), pursuant to which MBE Exchange Agreement we acquired all the technology and assets and assumed all liabilities of MBE, and MBE became our wholly-owned subsidiary. In accordance with the terms and provisions of the MBE Exchange Agreement, an aggregate of 5,248,626 (pre-reverse split) shares of our restricted common stock were issued to the MBE Shareholders in exchange for 157,458,778 of the total issued and outstanding shares of MBE.

Effective March 18, 2019, we changed our name to flooidCX Corp. pursuant to Certificate of Amendment to our Articles of Incorporation filed with the Nevada Secretary of State. The name of the Company was changed as part of our rebranding, which better reflects our new business direction into the customer care and feedback solutions space – offering easy to adapt customer care and feedback solutions to enterprises of all sizes.

On May 17, 2019, we entered into a Share Exchange Agreement (the “R1 Exchange Agreement”) with the stockholders of Resolution 1, Inc., a Delaware corporation (“R1”), to acquire all of the outstanding shares of R1 in exchange for 10,000,000 (pre-reverse split) restricted shares of our common stock (the “Acquisition”). R1 has developed a comprehensive customer care and feedback management platform, which is delivered as a cloud-based, software as a service solution. R1 was founded in August 2012 by Richard Hue, the CEO and a director of our Company. The Acquisition was approved by the independent members of the board of directors of the Company. Since the majority shareholders of the Company and R1 are the same, this did not result in the change in control at the ultimate parent or the controlling shareholder level, and was accounted for as a common control transaction.

On January 27, 2021, the Company’s common stock began trading on a 1-for-85 reverse stock split basis.

Our mission is to help businesses bring back the conversation with customers with innovative, simple to use solutions that empower both the businesses and customers to communicate and create positive outcomes. With the consummation of the R1 Exchange Agreement resulting in R1 being our subsidiary, we now offer a suite of customer relationship management (CRM) solutions that enhances and builds upon our initial offering, “GripeVine.”

We offer unified communications and collaboration online CRM solutions - GripeVine and Resolution1. GripeVine is a consumer-to-business platform that helps build a customer feedback-minded community, focused on transparency, mutual respect and open communications among like-minded customers and businesses – all working together – to facilitate positive outcomes. It allows for private messaging between customers and businesses for positive resolutions, so that businesses are not forced to communicate via the comments section. Resolution1 functions as a cloud-based customer care and feedback workflow management platform, where businesses can manage the entire logistics of customer care, feedback or inquiries throughout their entire organizations. Businesses can respond quickly and accurately to customers, while keeping track of every customer interaction. The platform is designed to grow and scale, so that businesses of all sizes, from small to medium-size enterprises (SMEs) to large enterprises, can use this cloud-based customer care and feedback management ~~system.~~
On June 27, 2022, the Company finalized the split off of MBE Holdings, Inc., by transferring all the equity in MBE Holdings, Inc., owned by the Company to Richard Hue, the Company’s former majority shareholder and CEO. MBE Holdings, Inc., also assumed certain payables of the Company approximating $730,000 and notes payable approximating $430,000. The Company has accounted for the splitoff of MBE Holding, Inc. as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations. As such, the Company’s historical loss of $132,289 and $544,313 have been adjusted for comparability purposes for the three and nine months ended November 30, 2021, respectively. Based on the related party nature of such transaction, the Company recorded the effect of the transaction as a capital contribution.system

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Results of Operations

The following discussions are based on our unaudited interim ~~condensed~~ consolidated financial statements, including our wholly-owned ~~subsidiary.~~subsidiaries. These discussions summarize our unaudited interim consolidated financial statements for the three-month periods ended ~~November~~June 30, 2023 and 2022, and should be read in conjunction with the Company’s audited consolidated financial statements for the ~~year~~period ended ~~February 28,~~December 31, 2022 and notes thereto included in the Form ~~10-K~~10-KT filed with the SEC on ~~June 15, 2022.~~May 4, 2023.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report on Form 10-Q. The financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Continuing Operations~~
~~Nine-Month Period Ended November 30, 2022 Compared to Nine-Month Period Ended November 30, 2021~~
~~Revenue~~~~. There was no revenue generated for the Nine Months ended November 30, 2022, as compared to $3,870 for the comparable period in 2021.~~
Operating expenses. During the Nine Months ended November 30, 2022, we incurred operating expenses in the amount of $29,677 compared to operating expenses incurred during nine-months ended November 30, 2021 of $185,434 (a decrease of $155,757). Operating expenses include: (i) general and administrative of $29,677 (2021: $67,886); and (ii) research and development of $0 (2021: $117,548). General and administrative expenses decreased primarily to resignation of COO and Admin Officer. Research and development expenses decreased primarily due to discontinued operations (see below).
Net loss. The Company had a net loss of $133,710 or $0.02 per share basic for Nine Months ended November 30, 2022 compared to a net loss of $544,313 or $0.10 loss per share for the Nine Months ended November 30, 2021.
Three-Month Period Ended ~~November~~June 30, ~~2022~~2023 Compared to Three-Month Period Ended ~~November~~June 30, ~~2021~~2022

Revenue. There was no revenue generated for the three months ended ~~November~~June 30, ~~2022,~~2023, as compared to $0 for the comparable period in ~~2021.~~2022.

Operating expenses.

During the quarter ended ~~November~~June 30, ~~2022,~~2023, we incurred operating expenses in the amount of ~~$19,866~~$22,050 compared to operating expenses incurred during quarter ended ~~November 30, 2021~~comparable 2022 of ~~$40,379~~$24,325 (a decrease of ~~$29,513)~~$2,275). Operating expenses include: (i) general and administrative of ~~$19,866 (2021: $20,133)~~$22,050 (2022: $24,325); and (ii) research and development of $0 ~~(2021: $20,246)~~(2022: $nil(0)). General and administrative expenses decreased by ~~$267.~~$2,275, due primarily to the decrease in cost of accounting and reports compilation. Research and development expenses ~~decreased by $20,246~~was unchanged primarily due to a ~~decrease in stock-based compensation~~business focus adjusted to the ~~President and directors of the Company.~~
preparation for merger.

Net loss.

The Company had net loss of ~~$24,172~~$28,177 or ~~$0.01~~$0.00 per share (continuing operations) for the three months ended ~~November~~June 30, ~~2022~~2023 compared to a net loss of ~~$132,289~~$78,852 or $0.02 per share (continuing operations) for the three months ended ~~November~~June 30, ~~2021.~~
2022.

Discontinued operations

On June 27, 2022, the Company finalized the split off of MBE Holdings, Inc. As of June 27, ~~2022,~~2922, the Company transferred all the equity in MBE Holdings, Inc. to Richard Hue, former majority shareholder and CEO of the Company. MBE’s historical operations consisted primarily of business holdings.

Six-Month Period Ended June 30, 2023 Compared to Six-Month Period Ended June 30, 2022
Revenue. There was no revenue generated for the three months ended June 30, 2023, as compared to $0 for the comparable period in 2022.
Operating expenses.
During the quarter ended June 30, 2023, we incurred operating expenses in the amount of $100,800 compared to operating expenses incurred during quarter ended comparable 2022 of $64,674 (a increase of $36,126). Operating expenses include: (i) general and administrative of $100,800 (2022: $53,308); and (ii) research and development of $0 (2022: $11,366). General and administrative expenses increased by $47,492, due primarily to the increase in cost of accounting and reports compilation. Research and development expenses was decreased primarily due to a business focus adjusted to the preparation for merger.
Net loss.
The Company had net loss of $116,241 or $0.02 per share (continuing operations) for the three months ended June 30, 2023 compared to a net loss of $253,162 or $0.04 per share (continuing operations) for the three months ended June 30, 2022.
Liquidity and Capital Resources
As of ~~November~~June 30, ~~2022~~2023

Cash Flows from Operating Activities

We have generated ~~negative~~$nil(0) cash flows from operating activities. For the ~~Nine Months~~six months ended ~~November~~June 30, ~~2022,~~2023, net cash flows used in operating activities was ~~$77,210~~$nil(0) compared to ~~$314,660~~a negative $217,238 for the ~~Nine Months~~six months ended ~~November~~June 30, ~~2021.~~2022.

Cash Flows from Financing Activities

Net cash flows provided by financing activities during the ~~Nine Months~~six months ended ~~November~~June 30, ~~2022~~2023 was ~~$83,699, which consisted of proceeds from loans from a third party.~~$nil(0). During the ~~Nine Months~~six months ended ~~November~~June 30, ~~2021,~~2023, cash flows provided by financing activities was ~~$305,574,~~$nil(0), which consisted of $nil(0) proceeds from loans from third party and related party.


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Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements during the ~~three~~six months ended ~~November~~June 30, ~~2022~~2023 that have, or are reasonably likely to have, a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our interests.

Plan of Operation
At June 30, 2023, we had a working capital deficit of $4,014,730 and we will require additional financing in order to enable us to proceed with our plan of operations.

Thus far, we believe that COVID-19 has not impacted our business negatively. As more businesses adopt virtual office operation models due to the risk of the virus, such adoption may in fact present us with more opportunities to offer businesses cost-effective, cloud-based solutions.

When we will require additional financing, there can be no assurance that additional financing will be available to us, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due. We are pursuing various alternatives to meet our immediate and long-term financial requirements.

We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our planned business activities.

There is substantial doubt that we can continue as ~~an on-going~~a going business for the next twelve months unless we generate sufficient revenues. There is no assurance we will ever reach that point. In the meantime, the continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.

We require approximately $1,500,000 for the next 12 months as a reporting issuer and additional funds are required. The additional funding may come from equity financing from the sale of our common stock or loans from management, related parties or third parties. In the event we do not raise sufficient capital to implement its planned operations or divest, your entire investment could be lost.


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Recent Accounting Pronouncements

As reflected in Note 2 of the Notes to the Interim Consolidated Financial Statements, there have been recent accounting pronouncements or changes in accounting pronouncements that impacted the ~~Nine Months~~six months ended ~~November~~June 30, ~~2022~~2023 or which are expected to impact future periods as follows:

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 15, 2022. The Company determined that the new standard did not have an effect on its 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 its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~November~~June 30, ~~2022.~~2023. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of ~~November~~June 30, ~~2022~~2023 due to the following material weaknesses that our management identified in our internal control over financial reporting as of ~~November~~June 30, ~~2022:~~2023:

1)
We do not have an Audit Committee — While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2)
We lack internal accounting personnel who possesses U.S GAAP knowledge and working experience.

We plan to take steps to remedy these material weaknesses as soon as practicable by implementing a plan to improve our internal control over financial reporting including, but not limited to, hiring additional staff who has U.S. GAAP knowledge and working experience and/or maintaining outside consultants experienced in U.S. GAAP financial reporting as well as in SEC reporting requirements. Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action to solve these deficiencies as necessary.

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Evaluation of Changes in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate, because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our ~~president~~CEO (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of ~~November~~June 30, ~~2022~~2023 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of ~~November~~June 30, ~~2022,~~2023, there are material weaknesses, as identified above, in our internal controls over financial reporting. The material weaknesses identified did not result in the restatement of any previously reported financial statements or related financial disclosure, nor does management believe that it had any affect on the accuracy of the Company’s financial statements for the current period.

Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the ~~three~~six months ended ~~November~~June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES ~~AND~~ USE OF PROCEEDS, ISSUER PURCHASE OF EQUITY SECURITIES

~~There~~On or about June 21, 2023 six holders of our Series B Preferred Stock converted their shares into approximately 21,900,000 shares of common stock.
On or about June 26, 2023 approximately 19,124,680 shares of common stock were ~~no sales~~issued to 33 individuals in exchange for shares of ~~unregistered~~stock of a third party issuer.
The shares described above were issued pursuant to an exemption for registration provided by Section 4(2) of the Securities Act of 1933. This was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares, and the manner of the issuance. In addition, the transferees of the common stock represented that they had the necessary investment intent as required by Section 4(2) of the Securities Act and agreed to receive share certificates or book entry shares containing a legend that stated the securities byare restricted pursuant to Rule 144 of the ~~Company during the quarter ended November 30,2022.~~Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The following exhibits are filed as part of this Form 10-Q:

Exhibit Number

Description

3.1

Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

3.1.2

Amendment to Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on December 29, 2016.

3.1.3

Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 20, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on May 9, 2017.

3.1.4

Certificate of Amendment to Articles of Incorporation incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on March 21, 2019.

3.2

Bylaws of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

10.3

March 15, 2021 loan agreement for Cdn$100,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.

31.1

Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

101**

Interactive data files pursuant to Rule 405 of Regulation S-T.

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
____________
**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

flooidCX Corp.

~~January 23,~~August 25, 2023
By:
/s/ Dennis M. Danzik

Dennis M. Danzik

Chief Executive Officer, President, Secretary, Treasurer,
Chief Financial Officer and Director

12

		Page

Cautionary Note Concerning Forward-Looking Statements		3

PART I – FINANCIAL INFORMATION

Item 1.	Unaudited Interim Condensed Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11

SIGNATURES		12

	Preferred Stock				Common Stock						Common			Additional		Other						Total
	$0.001 Par				$0.001 Par						Stock			Paid-In		Comprehensive			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Issuable			Capital		Income			Deficit			Deficit

Balance - March 1, 2021		1,000,000	$	1,000		1,976,218		$	1,976		$	19,497		$	51,728,412	$	74,510			(56,165,383	)	$	(4,339,988	)

Shares Returned and Cancelled		—		—		(23,561	)		(23	)		—			23		—			—			—

Fair Value of Shares to be Issued for Services		—		—		—			—			10,355			—		—			—			10,355

Fair Value of Stock Options Granted		—		—		—			—			—			89,887		—			—			89,887

Foreign Exchange Translation Loss		—		—		—			—			—			—		(198,558	)		—			(198,558	)

Net Loss for the Period		—		—		—			—			—			—		—			(280,378	)		(280,378	)
	��
Balance - May 31, 2021		1,000,000		1,000		1,952,657			1,953			29,852			51,818,322		(124,048	)		(56,445,761	)		(4,718,682	)

Fair Value of Shares to be Issued for Services		—		—		—			—			9,908			—		—			—			9,908

Fair Value of Stock Options Granted		—		—		—			—			—			5,718		—			—			5,718

Foreign Exchange Translation Gain		—		—		—			—			—			—		181,066			—			181,066

Net Loss for the Period		—		—		—			—			—			—		—			(131,646	)		(131,646	)

Balance - August 31, 2021		1,000,000		1,000		1,952,657			1,953			39,760			51,824,040		57,018			(56,577,407	)		(4,653,636	)

Fair Value of Shares to be Issued for Services		—		—		—			—			9,772			—		—			—			9,772

Shares Issued for Services		—		—		68,214			68			(39,760	)		39,692		—			—			—

Fair Value of Stock Options Granted		—		—		—			—			10,474			—		—			—			10,474

Foreign Exchange Translation Gain		—		—		—			—			—			—		58,144			—			58,144

Net Loss for the Period		—		—		—			—			—			—		—			(132,289	)		(132,289	)

Balance - November 30, 2021		1,000,000	$	1,000		2,020,871		$	2,021		$	20,246		$	51,863,732	$	115,162		$	(56,709,696	)	$	(4,707,535	)

Balance - March 1, 2022		1,000,000	$	1,000		2,020,871		$	2,021		$	19,616		$	51,875,727	$	88,895			(57,004,216	)	$	(5,016,957	)

Foreign Exchange Translation Loss		—		—		—			—			—			—		(26,037	)		—			(26,037	)

Net Loss for the Period		—		—		—			—			—			—		—			(206,034	)		(206,034	)

Balance - May 31, 2022		1,000,000		1,000		2,020,871			2,021			19,616			51,875,727		62,858			(57,210,250	)		(5,249,028	)

Split off		—		—		—			—			—			—		(62,858	)		1,220,369			1,157,511

Net Income for the Period		—		—		—			—			—			—		—			96,496			96,496

Balance - August 31, 2022		1,000,000		1,000		2,020,871			2,021			19,616			51,875,727		—			(55,893,385	)	$	(3,995,021	)

Net Loss for the Period		—		—		—			—			—			—		—			(24,172	)		(24,172	)

Balance - November 30, 2022		1,000,000	$	1,000		2,020,871		$	2,021		$	19,616		$	51,875,727	$	—			(55,917,557	)	$	(4,019,193	)

																													Accumulated
	Preferred A Stock						Preferred B Stock						Preferred C Stock				Common Stock				Common		Additional			Deposit on			Other						Total
	$0.001 Par						$0.001 Par						$0.001 Par				$0.001 Par				Stock		Paid-In			Potential			Comprehensive			Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Issuable		Capital			Merger			Income			Deficit			Deficit

Balance - January 1, 2022		1,000,000		$	1,000			—		$	—			—	$	—		2,020,871	$	2,021	$	19,616	$	51,875,727		$	—		$	88,895		$	(56,165,383	)	$	(4,178,124	)

Net Loss for the Period		—			—			—			—			—		—		—		—		—		—			—			—			(180,688	)		(180,688	)

Balance - March 31, 2022		1,000,000			1,000			—			—			—		—		2,020,871		2,021		19,616		51,875,727			—			88,895			(56,346,071	)		(4,358,812	)

Foreign Exchange Translation Loss		—			—			—			—			—		—		—		—		—		—			—			(26,037	)		—			(26,037	)

Split-off		—			—			—			—			—		—		—		—		—		1,220,369			—			(62,858	)		—			1,157,511

Net Loss for the Period		—			—			—			—			—		—		—		—		—		—			—			—			(78,852	)		(78,852	)

Balance - June 30, 2022		1,000,000		$	1,000			—		$	—			—	$	—		2,020,871	$	2,021	$	19,616	$	53,096,096		$	—		$	—			(56,424,923	)	$	(3,306,190	)

Balance - January 1, 2023		1,000,000		$	1,000			—		$	—			—	$	—		2,020,871	$	2,021	$	19,616	$	53,096,096		$	—		$	—			(57,017,222	)	$	(3,898,489	)

Preferred Shares Issued in Exchange for Note Receivable		—			—			915,400			915			915,000		915		—		—		—		1,004,890			(1,006,720	)		—			—			—

Net Loss for the Period		—			—			—			—			—		—		—		—		—		—			—			—			(88,064	)		(88,064	)

Balance - March 31, 2023		1,000,000			1,000			915,400			915			915,000		915		2,020,871		2,021		19,616		54,100,986			(1,006,720	)		—			(57,105,286	)		(3,986,553	)

Cancellation of Shares		(1,000,000	)		(1,000	)		—			—			—		—		—		—		—		1,000			—			—			—			—

Preferred Conversion to Common 30:1		—			—			(730,000	)		(730	)		—		—		21,900,000		21,900		—		(21,170	)		—			—			—			—

Common Stock Issued for Deposit on Potential Merger		—			—			—			—			—		—		19,124,680		19,125		—		58,105,152			(58,124,277	)		—			—			—

Net Loss for the Period		—			—			—			—			—		—		—		—		—		—			—			—			(28,177	)		(28,177	)

Balance - June 30, 2023		—		$	—			185,400		$	185			915,000	$	915		43,045,551	$	43,046	$	19,616	$	112,185,968		$	(59,130,997	)	$	—		$	(57,133,463	)	$	(4,014,730	)

		For the Nine Months Ended November 30,
		2022			2021
For the Six Months Ended June 30,								2023			2022

Cash Flows from Operating Activities	Cash Flows from Operating Activities

Net Loss for the Period		$	(133,710	)	$	(544,313	)	$	(116,241	)	$	(253,162	)

Non-Cash Adjustments:
Depreciation			—			3,172
Stock Based Compensation			—			136,114
(Income) Loss on Foreign Currency Transactions									6,816			(872	)
Changes in Assets and Liabilities:
Accounts Receivable			—			7,380
Prepaid Expenses and Deposits			—			(2,268	)
Prepaid Expenses									—			(1,373	)
Accounts Payable and Accrued Liabilities			(19,772	)		1,054			4,795			26,279
Due to Related Parties			76,272			84,201			104,630			11,890

Net Cash Flows Used In Operating Activities			(77,210	)		(314,660	)		—			(217,238	)

Cash Flows from Investing Activities									—			—
Purchase of Property and Equipment			—			(816	)

Net Cash Used in Investing Activities			—			(816	)

Cash Flows from Financing Activities
Proceeds from Loans Payable			83,699			202,607			—			350,261
Proceeds from Related Party Loans			—			102,967

Net Cash Flows Provided By Financing Activities			83,699			305,574			—			350,261

Effects of Foreign Exchange Rate Changes on Cash			(6,821	)		15,710

Net Change in Cash			(332	)		5,808			—			133,023

Cash - Beginning of Period			332			1,251			—			587

Cash - End of Period		$	—		$	7,059		$	—		$	133,610

Cash Paid During the Period for:
Interest		$	—		$	—		$	—		$	—
Income Taxes		$	—		$	—		$	—		$	—

Non-Cash Transactions
Increase in Equity Related to Split off		$	1,157,511		$	—
Non-Cash Issuance of Preferred Stock for Deposit on Potential Merger								$	1,006,720		$	—
Non-Cash Issuance of Common Stock Exchanged for Deposit on Potential Merger								$	58,124,277		$	—
Conversion of Preferred Stock								$	—		$	—

~~MBE Holdings Inc. – Split off June 27, 2022 (See Note 7)~~	~~Wholly-owned subsidiary~~
~~Resolution 1, Inc~~	~~Wholly-owned subsidiary~~

	November 30, 2022		February 28, 2022

Computer equipment	$	—	$	40,491
Furniture and equipment		—		40,543

Total		—		81,034
Less: accumulated depreciation		—		(68,839	)
Net carrying value	$	—	$	12,195

	·	In the event of acquisition of the Company, the preferred stockholder will receive 20% of the aggregate valuation of such merger.
	·	The stockholder can convert each share of preferred stock into 100 shares of common stock; and
	·	Each holder of preferred stock shall be entitled to cast 200 votes.
	·	Each holder shall be entitled to receive 30 for 1 share of liquidation proceeds $.001 par value per share.

	·	The stockholder can convert each share of preferred stock into 30 shares of common stock; and
	·	Each holder shall be entitled to cast no votes.
	·	Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share.

	·	The stockholder cannot convert into common stock; and
	·	Each holder of preferred stock shall be entitled to cast 250 votes.
	·	Each holder shall be entitled to no liquidation preference.

	Number of Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balance – February 28, 2022		353,956		$	17.00	$	—
Expired		(353,956	)		17.00		—
Balance – November 30, 2022	—			$		$	—

	Three Months Ended November 30,					Nine Months Ended November 30,
	2022		2021			2022			2021			Six Months Ended June 30, 2022			Three Months Ended June 30, 2022
TOTAL REVENUE	$	—	$	41,280		$	—		$	50,083		$	—		$	—
OPERATING EXPENSES
General and administrative expense		—		63,349			34,752			176,627			34,752			8,576
Research and development		—		65,987			138,449			228,571			138,449			31,393
TOTAL OPERATING EXPENSES		—		129,336			173,201			405,198			173,201			39,969
OPERATING LOSS		—		88,056			173,201			355,115			173,201			39,969
Finance Costs	$	—	$	—		$	—		$	—			—			—

NET LOSS OF DISCONTINUED OPERATIONS	$	-	$	(88,056	)	$	(173,201	)	$	(355,115	)	$	(173,201	)	$	(39,969	)

QREE	FLCX

Common 6 shares	Common 1 share
Series D Preferred 1 share	Series D Preferred 1 share

Exhibit Number		Description

3.1		Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

3.1.2		Amendment to Articles of Incorporation of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on December 29, 2016.

3.1.3		Designation of Series A Preferred Stock filed with the Nevada Secretary of State on April 20, 2017 incorporated herewith as filed as an Exhibit to the Form 8-K on May 9, 2017.

3.1.4		Certificate of Amendment to Articles of Incorporation incorporated herewith as filed as an Exhibit to the Current Report on Form 8-K on March 21, 2019.

3.2		Bylaws of Baixo Relocation Services Inc. incorporated herewith as filed as an Exhibit to the Registration Statement on Form S-1 on June 11, 2014.

10.3		March 15, 2021 loan agreement for Cdn$100,000 incorporated herewith as filed as an Exhibit to the Form 10-Q on July 15, 2021.

31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

101**		Interactive data files pursuant to Rule 405 of Regulation S-T.

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	flooidCX Corp.

~~January 23,~~August 25, 2023	By:	/s/ Dennis M. Danzik
		Dennis M. Danzik
		Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer and Director