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 June 30, 2023

 

OR

 

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)

 

3690 Howard Hughes Parkway Suite 500

Las Vegas, NV

 

89169

(Address of principal executive offices)

 

(Zip Code)

 

(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 August 21, 2023, there were 45,345,551 shares of our common stock issued and outstanding, par value $0.001.

 

 

 

 

TABLE OF CONTENTS

 

 

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

 

 
2

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.

 

 
3

Table of Contents

  

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Financial Statements

Three and Six Months Ended June 30, 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

 

 

 

4

Table of Contents

  

FLOOIDCX CORP.

Interim Condensed Consolidated Balance Sheets

(Expressed in U.S. dollars)

 

 

 

(Unaudited)

 

 

(Audited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Liabilities

 

$30,783

 

 

$25,989

 

Loans and Notes Payable - Related Parties

 

 

3,983,947

 

 

 

3,872,500

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

4,014,730

 

 

 

3,898,489

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

4,014,730

 

 

 

3,898,489

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

112,185,968

 

 

 

53,096,096

 

Deposit on Potential Merger

 

 

(59,130,997 )

 

 

 

Accumulated Deficit

 

 

(57,133,463 )

 

 

(57,017,222 )

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

 

(4,014,730 )

 

 

(3,898,489 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$

 

 

$

 

 

 (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)

 

 

 

For the Three Months Ended

 

 

For the Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and Administrative

 

22,050

 

 

 

24,325

 

 

 

100,800

 

 

 

53,308

 

Research and Development

 

 

 

 

 

 

 

 

 

 

 

11,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

22,050

 

 

 

24,325

 

 

 

100,800

 

 

 

64,674

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Other Expenses

 

(22,050

 

 

(24,325 )

 

 

(100,800 )

 

 

(64,674 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 (Expenses)

 

 

(6,127 )

 

 

(14,558 )

 

 

(15,441 )

 

 

(15,287 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period from Continuing Operations

 

 

(28,177 )

 

 

(38,883 )

 

 

(116,241 )

 

 

(79,961 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period from Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss on Discontinued Operations

 

 

 

 

 

(39,969 )

 

 

 

 

 

(173,201 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period from Discontinued Operations

 

 

 

 

 

(39,969 )

 

 

 

 

 

(173,201)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

 

 

(28,177 )

 

 

(78,852 )

 

 

(116,241 )

 

 

(253,162 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Translation Gain (Loss) on Continuing Operations

 

 

 

 

 

 

 

 

 

 

Foreign Currency Translation Gain (Loss) on Discontinued Operations

 

 

 

 

 

(26,037 )

 

 

 

 

 

(26,037 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive Loss

 

$(28,177 )

 

$(104,889 )

 

$(116,241 )

 

$(279,199)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

12,752,129

 

 

 

2,020,871

 

 

 

7,416,145

 

 

 

2,020,871

 

Diluted

 

 

12,752,129

 

 

 

2,020,871

 

 

 

7,416,145

 

 

 

2,020,871

 

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

 

 

 

 

 

 

 

 

 

 

(0.09 )

 

 

$(0.00 )

 

$(0.02 )

 

$(0.02 )

 

$(0.13 )

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

 

 

 

 

 

(0.00 )

 

 

 

 

 

(0.09 )

 

 

$(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)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 
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FLOOIDCX CORP.

Unaudited Interim Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

(Unaudited)

 

For the Six Months Ended June 30,

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss for the Period

 

$(116,241 )

 

$(253,162)

 

 

 

 

 

 

 

 

 

Non-Cash Adjustments:

 

 

 

 

 

 

 

 

(Income) Loss on Foreign Currency Transactions

 

 

6,816

 

 

 

(872 )

Changes in Assets and Liabilities:

 

 

 

 

 

 

 

 

Prepaid Expenses

 

 

 

 

 

(1,373 )

Accounts Payable and Accrued Liabilities

 

 

4,795

 

 

 

26,279

 

Due to Related Parties

 

 

104,630

 

 

 

11,890

 

 

 

 

 

 

 

 

 

 

Net Cash Flows Used In Operating Activities

 

 

 

 

 

(217,238)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from Loans Payable

 

 

 

 

 

350,261

 

 

 

 

 

 

 

 

 

 

Net Cash Flows Provided By Financing Activities

 

 

 

 

 

350,261

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

 

 

 

133,023

 

 

 

 

 

 

 

 

 

 

Cash - Beginning of Period

 

 

 

 

 

587

 

 

 

 

 

 

 

 

 

 

Cash - End of Period

 

$

 

 

$133,610

 

 

 

 

 

 

 

 

 

 

Cash Paid During the Period for:

 

 

 

 

 

 

 

 

Interest

 

$

 

 

$

 

Income Taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Non-Cash Transactions

 

 

 

 

 

 

 

 

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)

 

 
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FLOOIDCX CORP.

Notes to the Unaudited Condensed Consolidated Financial Statements

Three and Six Months Ended June 30, 2023 and 2022

(Expressed in U.S. Dollars)

 

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. Prior to the split-off of the MB Holdings, Inc. (“MB Holdings”), subsidiary, the Company was 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 June 30, 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 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.

 

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.

 

 
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(c) Use of Estimates 

 

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 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 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.

 

(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 June 30, 2023 and December 31, 2022 consist of 5,562,000 common stock equivalents related to convertible preferred stock.

 

(f)  Foreign Currency Translation

 

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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3. Notes Payable & Loans - Related Parties

 

At June 30, 2023 and December 31, 2022, the Company owed $3,838,126 and $3,728,443 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 one common board member and also another company that is controlled by one  of Quantum’s board members.

  

At June 30, 2023 and December 31, 2022, the Company owed $145,821 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 and six months ended June 30, 2023 and 2022, the Company incurred $nil (2022 – $nil) and $nil (2022: $11,366), respectively in research and development fees to the President of the Company.

  

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 issued 915,400 shares of Series B preferred stock as a deposit on the Company’s potential merger (see Note 7).  Such shares have been issued in advance of the 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.

 

During the three months ended June 30, 2023, the Company issued 21,900,000 shares of common stock upon the 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 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.

 

 

 
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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

 

During the three months ended June 30, 2023, the Company 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 advance of the 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 (based on the closing share price of the Company’s common stock on such date).  As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included as a component of stockholders’ deficit.

 

6. Discontinued Operations

 

On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc., and as part of the split-off agreement notes payable of MBE Holdings, Inc. 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 derecognized $1,158,000 of liabilities, including $461,000 of accounts payable and accrued liabilities and $696,000 of notes payable.  The substantial portion of these liabilities were assumed by MBE Holding, Inc.

 

The Company has accounted for the Split-off of MBE Holding, Inc. as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations

 

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

 

Discontinued Operations disclosures for 2022 period

 

 

 

Six Months

Ended

June 30,

2022

 

 

Three Months Ended June 30,

2022

 

TOTAL REVENUE

 

$

 

 

$

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and administrative expense

 

 

34,752

 

 

 

8,576

 

Research and development

 

 

138,449

 

 

 

31,393

 

TOTAL OPERATING EXPENSES

 

 

173,201

 

 

 

39,969

 

OPERATING LOSS

 

 

173,201

 

 

 

39,969

 

Finance Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS OF DISCONTINUED OPERATIONS

 

$(173,201)

 

$(39,969)

  

Depreciation was approximately $0 and $0 for the six months ended June 30,2022 and for the three months ended June 30, 2022, respectively.

 

The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. 

 

 

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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-KT filed for the fiscal year ended 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

 

 
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Results of Operations

 

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

 

Three-Month Period Ended June 30, 2023 Compared to Three-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 $22,050 compared to operating expenses incurred during quarter ended comparable 2022 of $24,325 (a decrease of $2,275). Operating expenses include: (i) general and administrative of $22,050 (2022: $24,325); and (ii) research and development of $0 (2022: $nil(0)). General and administrative expenses decreased by $2,275, due primarily to the decrease in cost of accounting and reports compilation. Research and development expenses was unchanged primarily due to a business focus adjusted to the preparation for merger.

 

Net loss.

 

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

 

Discontinued operations

 

On June 27, 2022, the Company finalized the split off of MBE Holdings, Inc. As of June 27, 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 June 30, 2023

 

Cash Flows from Operating Activities

 

We have generated $nil(0) cash flows from operating activities. For the six months ended June 30, 2023, net cash flows used in operating activities was $nil(0) compared to a negative $217,238 for the six months ended June 30, 2022.

  

Cash Flows from Financing Activities

 

Net cash flows provided by financing activities during the six months ended June 30, 2023 was $nil(0). During the six months ended June 30, 2023, cash flows provided by financing activities was $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 six months ended June 30, 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 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.

  

 
7

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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 six months ended June 30, 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 June 30, 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 June 30, 2023 due to the following material weaknesses that our management identified in our internal control over financial reporting as of June 30, 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.

 

 
8

Table of Contents

  

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 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 June 30, 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 June 30, 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 six months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

  

 
9

Table of Contents

  

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 USE OF PROCEEDS, ISSUER PURCHASE OF EQUITY SECURITIES

 

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 issued to 33 individuals in exchange for shares of 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 are restricted pursuant to Rule 144 of the Securities Act.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
10

Table of Contents

  

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.

 

 
11

Table of Contents

  

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.

 

August 25, 2023

By:

/s/ Dennis M. Danzik

 

Dennis M. Danzik

 

Chief Executive Officer, President, Secretary, Treasurer,

Chief Financial Officer and Director

 

 
12

  

nullnullv3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 21, 2023
Cover [Abstract]    
Entity Registrant Name flooidCX Corp.  
Entity Central Index Key 0001609988  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   45,345,551
Entity File Number 000-55965  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 35-2511643  
Entity Address Address Line 1 3690 Howard Hughes Parkway  
Entity Address Address Line 2 Suite 500  
Entity Address City Or Town Las Vegas  
Entity Address State Or Province NV  
Entity Address Postal Zip Code 89169  
City Area Code 702  
Local Phone Number 323-6455  
Document Quarterly Report true  
Entity Interactive Data Current Yes  
Document Transition Report false  
v3.23.2
Interim Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets    
Cash $ 0 $ 0
Total Assets 0 0
Current Liabilities    
Accounts Payable and Accrued Liabilities 30,783 25,989
Loans and Notes Payable - Related Parties 3,983,947 3,872,500
Total Current Liabilities 4,014,730 3,898,489
Total Liabilities 4,014,730 3,898,489
Stockholders' Deficit    
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 2,020,871 Issued and Outstanding 43,046 2,021
Common Stock Issuable (Note 6) 19,616 19,616
Additional Paid-In-Capital 112,185,968 53,096,096
Deposit on potential merger (59,130,997) 0
Accumulated Deficit (57,133,463) (57,017,222)
Total Stockholders' Deficit (4,014,730) (3,898,489)
Total Liabilities and Stockholders' Deficit 0 0
Series B, Preferred Stock [Member]    
Stockholders' Deficit    
Preferred stock, value 185 0
Series C Preferred Stock [Member]    
Stockholders' Deficit    
Preferred stock, value 915 0
Series A Preferred Stock [Member]    
Stockholders' Deficit    
Preferred stock, value $ 0 $ 1,000
v3.23.2
Condensed Consolidated Balance Sheets(Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Common stock, shares authorized 300,000,000 300,000,000
Common stock, shares par value $ 0.001 $ 0.001
Common stock, shares issued 43,045,551 2,020,871
Common stock, shares outstanding 43,045,551 2,020,871
Series B, Preferred Stock [Member]    
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares issued 185,400 0
Preferred stock, shares outstanding 185,400 0
Series C Preferred Stock [Member]    
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares issued 915,000 0
Preferred stock, shares outstanding 915,000 0
Series A Preferreds Stock [Member]    
Preferred stock, shares authorized 1,000,000 10,000,000
Preferred stock, shares par value $ 0.001 $ 0.001
Preferred stock, shares issued 1,000,000 1,000,000
Preferred stock, shares outstanding 0 1,000,000
v3.23.2
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss        
Revenue $ 0 $ 0 $ 0 $ 0
Operating Expenses        
General and Administrative 22,050 24,325 100,800 53,308
Research and Development 0 0 0 11,366
Total Operating Expenses 22,050 24,325 100,800 64,674
Loss Before Other Expenses (22,050) (24,325) (100,800) (64,674)
Other Expenses        
Loss on Foreign Currency Transactions (1,764) (2,316) (6,816) 872
Interest Expense (4,363) (12,242) (8,625) (16,159)
Total Other Expenses (6,127) (14,558) (15,441) (15,287)
Net Loss for the Period from Continuing Operations (28,177) (38,883) (116,241) (79,961)
Net Loss for the Period from Discontinued Operations        
Operating Loss on Discontinued Operations 0 (39,969) 0 (173,201)
Net Loss for the Period from Discontinued Operations 0 (39,969) 0 (173,201)
Net Loss for the Period (28,177) (78,852) (116,241) (253,162)
Other Comprehensive Income (Loss)        
Foreign Currency Translation Gain (Loss) on Continuing Operations 0 0 0 0
Foreign Currency Translation Gain (Loss) on Discontinued Operations 0 (26,037) 0 (26,037)
Comprehensive Loss $ (28,177) $ (104,889) $ (116,241) $ (279,199)
Weighted Average Number of Common Shares -        
Basic 12,752,129 2,020,871 7,416,145 2,020,871
Diluted 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 $ (0.00) $ (0.02) $ (0.02) $ (0.04)
Loss from Discontinued Operations 0 0 0 (0.09)
Earnings Per Share Basic (0.00) (0.02) (0.02) (0.13)
Net Income (Loss) for the Period Per Common Shares - Diluted        
Income (Loss) from Continuing Operations (0.00) (0.02) (0.02) (0.04)
Loss from Discontinued Operations 0 (0.00) 0 (0.09)
Earnings Per Share Diluted $ (0.00) $ (0.02) $ (0.02) $ (0.13)
v3.23.2
Unaudited Interim Condensed Consolidated Statements of Stockholders Deficit - USD ($)
Total
Series A Preferred Stocks
Series B, Preferred Stock
Series C Preferred Stock
Common Stock
Common Stock Issuable
Additional Paid-in Capital
Deposit Potential Merger
Accumulated other comprehensive loss
Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021   1,000,000     2,020,871          
Balance, amount at Dec. 31, 2021 $ (4,178,124) $ 1,000 $ 0 $ 0 $ 2,021 $ 19,616 $ 51,875,727 $ 0 $ 88,895 $ (56,165,383)
Net Loss for the Period (180,688) $ 0 0 0 $ 0 0 0 0 0 (180,688)
Balance, shares at Mar. 31, 2022   1,000,000     2,020,871          
Balance, amount at Mar. 31, 2022 (4,358,812) $ 1,000 0 0 $ 2,021 19,616 51,875,727 0 88,895 (56,346,071)
Net Loss for the Period (78,852) 0 0 0 0 0 0 0 0 (78,852)
Foreign Exchange Translation Loss (26,037) 0 0 0 0 0 0 0 (26,037) 0
Split-off 1,157,511 $ 0 0 0 $ 0 0 1,220,369 0 (62,858) 0
Balance, shares at Jun. 30, 2022   1,000,000     2,020,871          
Balance, amount at Jun. 30, 2022 (3,306,190) $ 1,000 0 0 $ 2,021 19,616 53,096,096 0 0 (56,424,923)
Balance, shares at Dec. 31, 2022   1,000,000     2,020,871          
Balance, amount at Dec. 31, 2022 (3,898,489) $ 1,000 0 0 $ 2,021 19,616 53,096,096 0 0 (57,017,222)
Net Loss for the Period (88,064) 0 $ 0 $ 0 0 0 0 0 0 (88,064)
Preferred Shares Issued in Exchange for Note Receivable, shares     915,400 915,000            
Preferred Shares Issued in Exchange for Note Receivable, amount 0 $ 0 $ 915 $ 915 $ 0 0 1,004,890 (1,006,720) 0 0
Balance, shares at Mar. 31, 2023   1,000,000 915,400 915,000 2,020,871          
Balance, amount at Mar. 31, 2023 (3,986,553) $ 1,000 $ 915 $ 915 $ 2,021 19,616 54,100,986 (1,006,720) 0 (57,105,286)
Net Loss for the Period (28,177) $ 0 0 0 0 0 0 0 0 (28,177)
Cancellation of Shares, shares   (1,000,000)                
Cancellation of Shares, amount 0 $ (1,000) $ 0 0 $ 0 0 1,000 0 0 0
Preferred Conversion to Common 30:1, shares     (730,000)   21,900,000          
Preferred Conversion to Common 30:1, amount     $ (730)   $ 21,900   (21,170)      
Common Stock Issued for Deposit on Potential Merger, shares         19,124,680          
Common Stock Issued for Deposit on Potential Merger, amount $ 0 0 $ 0 $ 0 $ 19,125 0 58,105,152 (58,124,277) 0 0
Balance, shares at Jun. 30, 2023 2,300,000   185,400 915,000 43,045,551          
Balance, amount at Jun. 30, 2023 $ (4,014,730) $ 0 $ 185 $ 915 $ 43,046 $ 19,616 $ 112,185,968 $ (59,130,997) $ 0 $ (57,133,463)
v3.23.2
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Unaudited Interim Condensed Consolidated Statements of Cash Flows    
Net Loss for the Period $ (116,241) $ (253,162)
Non-Cash Adjustments:    
(Income) Loss on Foreign Currency Transactions 6,816 (872)
Changes in Assets and Liabilities:    
Prepaid Expenses 0 (1,373)
Accounts Payable and Accrued Liabilities 4,795 26,279
Due to Related Parties 104,630 11,890
Net Cash Flows Used In Operating Activities 0 (217,238)
Cash Flows from Investing Activities 0 0
Cash Flows from Financing Activities    
Proceeds from Loans Payable 0 350,261
Net Cash Flows Provided By Financing Activities 0 350,261
Net Change in Cash 0 133,023
Cash - Beginning of Period 0 587
Cash - End of Period 0 133,610
Cash Paid During the Period for:    
Interes