flooidCX (FLCX) 10-Q 20 Jul 22 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	May 31, 2022	Jul. 19, 2022
Cover [Abstract]
Entity Registrant Name	flooidCX Corp.
Entity Central Index Key	0001609988
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	May 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		2,020,871
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55965
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	35-2511643
Entity Address Address Line 1	1282A Cornwall Road
Entity Address City Or Town	Oakville
Entity Address State Or Province	ON
Entity Address Country	CA
Entity Address Postal Zip Code	L6J 7W5
City Area Code	855
Local Phone Number	535-6643
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	May 31, 2022	Feb. 28, 2022
ASSETS
Cash	$ 1,774	$ 587
Prepaid expenses and deposits	10,303	7,733
Total Current Assets	12,077	8,320
Property and equipment (Note 3)	11,429	12,195
Total Assets	23,506	20,515
Current Liabilities
Accounts payable and accrued liabilities (Note 5)	431,333	360,895
Loans payable (Note 4)	3,534,011	3,436,010
Due to related parties (Note 5)	1,307,190	1,240,567
Total Liabilities	5,272,534	5,037,472
Stockholders' Deficit
Preferred stock, 20,000,000 shares authorized, $0.001 par value 1,000,000 shares issued and outstanding	1,000	1,000
Common stock, 300,000,000 shares authorized, $0.001 par value 2,020,871 and 2,020,871 shares issued and outstanding, respectively	2,021	2,021
Common stock issuable (Note 6)	19,616	19,616
Additional paid-in capital	51,875,727	51,875,727
Accumulated other comprehensive income	62,858	88,895
Deficit	(57,210,250)	(57,004,216)
Total Stockholders' Deficit	(5,249,028)	(5,016,957)
Total Liabilities and Stockholders' Deficit	$ 23,506	$ 20,515

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	May 31, 2022	Feb. 28, 2022
Stockholders' Deficit
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	2,020,871	2,020,871
Common stock, shares outstanding	2,020,871	2,020,871

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	May 31, 2022	May 31, 2021
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
Revenue	$ 0	$ 10,322
Expenses
General and administrative	63,303	127,168
Research and development (Note 5)	138,449	161,926
Total expenses	201,752	289,094
Loss before other expense	(201,752)	(278,772)
Other expense
Financing costs (Note 4)	(4,282)	(1,606)
Net loss for the period	(206,034)	(280,378)
Other comprehensive income (loss)
Foreign currency translation loss	(26,037)	(198,558)
Comprehensive loss for the period	$ (232,071)	$ (478,936)
Net loss per share, basic and diluted	$ (0.10)	$ (0.14)
Weighted average number of shares outstanding	2,020,871	1,970,840

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholder's Deficit (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Common Stock Issuable	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Deficit
Balance, shares at Feb. 28, 2021		1,000,000	1,976,218
Balance, amount at Feb. 28, 2021	$ (4,339,988)	$ 1,000	$ 1,976	$ 19,497	$ 51,728,412	$ 74,510	$ (56,165,383)
Shares returned and cancelled, shares			(23,561)
Shares returned and cancelled, amount	0	0	$ (23)	0	23	0	0
Fair value of shares to be issued for services	10,355	0	0	10,355	0	0	0
Fair value of stock options vested	89,887	0	0	0	89,887	0	0
Foreign exchange translation loss	(198,668)	0	0	0	0	(198,558)	0
Net loss for the period	(280,378)	$ 0	$ 0	0	0	0	(280,378)
Balance, shares at May. 31, 2021		1,000,000	1,952,657
Balance, amount at May. 31, 2021	(4,718,682)	$ 1,000	$ 1,953	29,852	51,818,322	(124,048)	(56,445,761)
Balance, shares at Feb. 28, 2022		1,000,000	2,020,871
Balance, amount at Feb. 28, 2022	(5,016,957)	$ 1,000	$ 2,021	19,616	51,875,727	88,895	(57,004,216)
Foreign exchange translation loss	(26,037)	0	0	0	0	(26,037)	0
Net loss for the period	(206,034)	$ 0	$ 0	0	0	0	(206,034)
Balance, shares at May. 31, 2022		1,000,000	2,020,871
Balance, amount at May. 31, 2022	$ (5,249,028)	$ 1,000	$ 2,021	$ 19,616	$ 51,875,727	$ 62,858	$ (57,210,250)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	May 31, 2022	May 31, 2021
Operating Activities
Net loss for the period	$ (206,034)	$ (280,378)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	810	1,162
Financing costs	4,282	1,606
Shares issued/issuable for services	0	10,355
Stock-based compensation	0	89,887
Changes in operating assets and liabilities:
Accounts receivable	0	7,380
Prepaid expenses and deposits	(2,570)	(9,727)
Accounts payable and accrued liabilities	66,156	19,715
Due to related parties	61,665	54,297
Net Cash Used in Operating Activities	(75,691)	(105,703)
Financing Activities
Proceeds from loans payable	83,699	14,373
Proceeds from related party loans	0	85,070
Net Cash Provided by Financing Activities	83,699	99,443
Effect of Foreign Exchange Rate Changes on Cash	(6,821)	11,064
Change in Cash	1,187	4,804
Cash, Beginning of Period	587	1,251
Cash, End of Period	$ 1,774	$ 6,055

Nature of Operations and Contin

Nature of Operations and Continuance of Business	3 Months Ended
	May 31, 2022
Nature of Operations and Continuance of Business
1. Nature of Operations and Continuance of Business	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 Company is in the business of developing and building an online resolution platform. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, have adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation. 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 at May 31, 2022, the Company has a working capital deficit of $5,260,457 and an accumulated deficit of $57,210,250 since inception. As at May 31, 2022, the Company is in default of certain loans payable (refer to Note 4). Furthermore, during the three months ended May 31, 2022, the Company used $75,691 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These 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.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	May 31, 2022
Significant Accounting Policies
2. Significant Accounting Policies	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: MBE Holdings Inc. Wholly-owned subsidiary Resolution 1, Inc. Wholly-owned subsidiary All inter-company balances and transactions have been eliminated. (b) Interim Financial Statements 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 the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. (c) 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 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.

Property and Equipment

Property and Equipment	3 Months Ended
	May 31, 2022
Property and Equipment
3. Property and Equipment	3. Property and Equipment May 31, 2022 $ February 28, 2022 $ Computer equipment 40,651 40,491 Furniture and equipment 40,702 40,543 Total 81,353 81,034 Less: accumulated depreciation (69,924 ) (68,839 ) Net carrying value 11,429 12,195

Loans Payable

Loans Payable	3 Months Ended
	May 31, 2022
Loans Payable
4. Loans Payable	4. Loans Payable (a) As at May 31, 2022, the Company owed $2,304,479 (February 28, 2022 – $2,295,443) which is non-interest bearing, unsecured, and due on demand. (b) As at May 31, 2022, the Company owed $747,247 (February 28, 2022 – $660,192) which is unsecured, non-interest bearing, unsecured, and due on demand. (c) As at May 31, 2022, the Company owed $118,595 (February 28, 2022 - $118,125) under a loan agreement dated June 17, 2020 which is unsecured, bears interest at 5% per annum, and has a 2% penalty fee for non-repayment on the due date which was July 31, 2020. The penalty fee is calculated at time of repayment and is based on the principal amount outstanding and any accrued interest thereon. As consideration for making the loan, the Company issued 5,882 shares of common stock with a fair value of $24,500 and granted 2,941 stock options with a fair value of $11,835 exercisable at $17.00 per share expiring on June 17, 2023. On October 5, 2020, the Company issued 17,648 shares of common stock with a fair value of $25,500 as payment for $3,984 interest and penalties due on this loan and extension of the maturity date of the loan to November 25, 2020, resulting in a loss on settlement of debt of $21,516. (d) As at May 31, 2022, the Company owed $197,660 (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. (e) As at May 31, 2022, the Company owed $94,876 (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. (f) As at May 31, 2022, the Company owed $23,718 (February 28, 2022 - $23,625) under a loan agreement dated December 1, 2020 which is unsecured, bears interest at 5% per annum, and had a maturity date of June 1, 2021. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. (g) As at November 30, 2021, the Company owed $47,436 (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. The loan has been classified as a current liability as the Company has some uncertainty around meeting all of the eligibility requirements.

Related Party Transactions

Related Party Transactions	3 Months Ended
	May 31, 2022
Related Party Transactions
5. Related Party Transactions	5. Related Party Transactions (a) As at May 31, 2022, the Company owed $1,189,476 (February 28, 2022 – $1,123,076) to the President of the Company which is unsecured, non-interest bearing, and due on demand. (b) As at May 31, 2022, the Company owed $117,714 (February 28, 2022 - $117,491) under various loan agreements which are unsecured, bear interest at 5% per annum, and have different maturity dates 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 new interest is accrued till final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the President of the Company. (c) As at May 31, 2022, the Company owed $28,111 (February 28, 2022 – $27,999) to the former Chief Operating Officer (“COO”) of the Company. The amount owing is included in accounts payable and accrued liabilities. (d) During the three months ended May 31, 2022, the Company incurred $47,196 (2021 – $48,390) in research and development fees to the President of the Company. (e) During the three months ended May 31, 2022, the Company incurred $nil (2021 - $6,048) in administrative fees included in general and administrative to the former office manager who is also the spouse of the President of the Company. (f) During the three months ended May 31, 2022, the Company recognized stock-based compensation of $nil (2021 - $71,326) to the President, former COO, and directors of the Company. The Company also recognized stock-based compensation of $nil (2021 - $18,561) in general and administrative to the spouse of the President of the Company

Common Stock

Common Stock	3 Months Ended
	May 31, 2022
Common Stock
6. Common Stock	6. Common Stock (a) On February 28, 2022, the Company authorized the issuance of 109,380 shares of common stock with a fair value of $9,844 to the former COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at May 31, 2022, these shares remain to be issued. (b) On November 30, 2021, the Company authorized the issuance of 16,348 shares of common stock with a fair value of $9,772 to the former COO of the Company for past services. The fair value of common stock was determined based on the end of day trading price of the Company on the date of authorization. As at May 31, 2022, these shares remain to be issued.

Stock Options

Stock Options	3 Months Ended
	May 31, 2022
Stock Options
7. Stock Options	7. 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 - Cancelled (230,781 ) 17.00 Balance, May 31, 2022 123,175 17.00 - Additional information regarding stock options outstanding as at May 31, 2022 is as follows: Outstanding Exercisable Range of exercise prices $ Number of shares Weighted average remaining contractual life (years) Weighted average exercise price $ Number of shares Weighted average exercise price $ 17.00 123,175 2.1 17.00 123,175 17.00

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	May 31, 2022
Significant Accounting Policies
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: MBE Holdings Inc. Wholly-owned subsidiary Resolution 1, Inc. Wholly-owned subsidiary All inter-company balances and transactions have been eliminated.
Interim Financial Statement	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 the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.
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 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.

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	May 31, 2022
Property and Equipment
Schedule Of Property and Equipment	May 31, 2022 $ February 28, 2022 $ Computer equipment 40,651 40,491 Furniture and equipment 40,702 40,543 Total 81,353 81,034 Less: accumulated depreciation (69,924 ) (68,839 ) Net carrying value 11,429 12,195

Stock Options (Tables)

Stock Options (Tables)	3 Months Ended
	May 31, 2022
Stock Options
Schedule of continuity of stock options	Number of options Weighted average exercise price $ Aggregate intrinsic value $ Balance, February 28, 2022 353,956 17.00 - Cancelled (230,781 ) 17.00 Balance, May 31, 2022 123,175 17.00 -
Schedule of stock options outstanding	Outstanding Exercisable Range of exercise prices $ Number of shares Weighted average remaining contractual life (years) Weighted average exercise price $ Number of shares Weighted average exercise price $ 17.00 123,175 2.1 17.00 123,175 17.00

Nature of Operations and Cont_2

Nature of Operations and Continuance of Business (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2022	May 31, 2021	Feb. 28, 2022
Nature of Operations and Continuance of Business
Net Cash Used In Operating Activities	$ (75,691)	$ (105,703)
Accumulated Deficit	(57,210,250)		$ (57,004,216)
Working capital deficit	$ (5,260,457)

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	May 31, 2022	Feb. 28, 2022
Property and Equipment, Total	$ 81,353	$ 81,034
Less: Accumulated depreciation	(69,924)	(68,839)
Net carrying value	11,429	12,195
Furniture And Equipment [Member]
Property and Equipment, Total	40,702	40,543
Computer Equipment [Member]
Property and Equipment, Total	$ 40,651	$ 40,491

Loans Payable (Details Narrativ

Loans Payable (Details Narrative) - USD ($)		3 Months Ended
	Oct. 05, 2020	May 31, 2022	Feb. 28, 2022	Nov. 30, 2021
Interest and penalties	$ 3,984
Extension of the maturity date of the loan	Nov. 25, 2020
Loss on settlement of debt	$ 21,516
Stock issued for interest and late payment penalties for the loan payable, amount	$ 25,500
Stock issued for interest and late payment penalties for the loan payable, share	17,648
Loans payable		$ 3,534,011	$ 3,436,010
Loans Payable [Member]
Loans payable		2,304,479	2,295,443
Loans Payable One [Member]
Loans payable		$ 747,247	660,192
Loans Payable Two [Member]
Loans payable			47,250	$ 47,436
Loan unsecured and non-interest bearing initial term description		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.
Loans Payable Three [Member]
Extension of the maturity date of the loan		Jul. 31, 2020
Issuance of common stock		5,882
Loans payable		$ 118,595	$ 118,125
Interest rate		5%
Penalty rate, percentage		2%
Stock option granted		2,941
Fair value of stock options		$ 11,835
Fair value of issuance of common stock		$ 24,500
Price per share			$ 17
Maturity date		Jun. 17, 2023
Loan Agreement [Member]
Loans payable		$ 94,876	$ 94,500
Loan Agreement One [Member]
Loans payable		$ 23,718	23,625
Interest rate		5%
Maturity date		Jun. 01, 2021
Revised interest rate description		The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date.
October 5, 2020 [Member] | Loan Agreement [Member]
Stock issued for interest and late payment penalties for the loan payable, share		17,648
Loans payable		$ 197,660	$ 196,875
Maturity date		Nov. 25, 2020
Shares reserved against debt, shares		588,235

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	May 31, 2022	May 31, 2021	Feb. 28, 2022
Due to related parties	$ 1,189,476		$ 1,123,076
Proceeds from related party	$ 117,714		117,491
Interest rate	5%
Increased interest rate	12%
Stock-based compensation	$ 0	$ 89,887
Research and development fees	138,449	161,926
President, COO, and directors [Member]
Administrative fees	0	6,048
Spouse Of President [Member]
Stock-based compensation	0	18,561
President [Member]
Research and development fees	47,196	48,390
COO [Member]
Stock-based compensation	0	$ 71,326
Due accounts payable and accrued liabilities	$ 28,111		$ 27,999

Common Stock (Details Narrative

Common Stock (Details Narrative) - COO [Member] - USD ($)	1 Months Ended	3 Months Ended
	Nov. 30, 2021	May 31, 2022
Fair value of shares issued	$ 9,772	$ 9,844
Number of shares issued for services, shares	16,348	109,380

Stock Options (Details)

Stock Options (Details) - $ / shares	3 Months Ended
	May 31, 2022	Feb. 28, 2022
Number Of Options
Beginning balance	353,956
Cancelled	(230,781)
Ending Balance	123,175
Weighted average exercise price
Beginning balance, Weighted average exercise price	$ 17
Cancelled	17
Ending Balance, Weighted average exercise price	17
Aggregate intrinsic value
Aggregate intrinsic value	$ 0	$ 0

Stock Options (Details 1)

Stock Options (Details 1) - $ / shares	3 Months Ended
	May 31, 2022	Feb. 28, 2022	Nov. 30, 2021
Stock Options
Range of exercise prices	$ 17
Stock options Outstanding
Number of options	123,175	353,956	336,309
Weighted average remaining contractual life (years)	2 years 1 month 6 days
Weighted average exercise price	$ 17
Exercisable
Number of options	123,175
Weighted average exercise prices	$ 17