Cover
Cover - shares | 6 Months Ended | |
Aug. 31, 2022 | Nov. 15, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | flooidCX Corp. | |
Entity Central Index Key | 0001609988 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
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 | Aug. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
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 | 14747 N Northsight Blvd | |
Entity Address Address Line 2 | Ste 111-218 | |
Entity Address City Or Town | Scottsdale | |
Entity Address State Or Province | AZ | |
Entity Address Postal Zip Code | 85260 | |
City Area Code | 702 | |
Local Phone Number | 323-6455 | |
Entity Interactive Data Current | Yes | |
Amendment Description | Explanatory Note: The Company has made significant changes to the amounts included in its previously filed Form 10-Q, which was filed on October 24, 2022. See Note 8 for details of such changes. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Current Assets | ||
Cash | $ 221 | $ 332 |
Prepaid Expenses and Deposits | 1,270 | 0 |
Current Assets of Discontinued Operations | 0 | 7,988 |
Total Current Assets | 1,491 | 8,320 |
Property and Equipment, Net (Note 3) - Discontinued Operations | 0 | 12,195 |
Total Assets | 1,491 | 20,515 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 16,387 | 40,478 |
Loans Payable (Note 4) | 2,800,863 | 3,436,010 |
Due to Related Party (Note 5) | 1,179,262 | 117,491 |
Current Liablilites of Discontinued Operations | 0 | 1,443,493 |
Total Current Liabilities | 3,996,512 | 5,037,472 |
Total Liabilities | 3,996,512 | 5,037,472 |
Stockholders' Deficit | ||
Preferred Stock - $0.001 Par; 20,000,000 Shares Authorized, 1,000,000 Issued and Outstanding | 1,000 | 1,000 |
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 2,020,871 Issued and Outstanding | 2,021 | 2,021 |
Common Stock Issuable | 19,616 | 19,616 |
Additional Paid-In-Capital | 51,875,727 | 51,875,727 |
Accumulated Other Comprehensive Income | 0 | 88,895 |
Accumulated Deficit | (55,893,385) | (57,004,216) |
Total Stockholders' Deficit | (3,995,021) | (5,016,957) |
Total Liabilities and Stockholders' Deficit | $ 1,491 | $ 20,515 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 31, 2022 | Feb. 28, 2022 |
Condensed Consolidated Balance Sheets | ||
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 | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 3,870 |
Operating Expenses | ||||
General and Administrative | (26,467) | 13,811 | 9,811 | 47,753 |
Research and Development | 0 | 15,626 | 0 | 97,302 |
Total Operating Expenses | (26,467) | 29,437 | 9,811 | 145,055 |
Income (Loss) Before Other Expense | 26,467 | (29,437) | (9,811) | (141,185) |
Transaction Gain | 73,730 | 81,457 | ||
Financing Costs | (3,701) | (2,174) | (7,983) | (3,780) |
Total Other Income and (Expense) | 70,029 | (2,174) | 73,474 | (3,780) |
Net Income (Loss) for the Period from Continuing Operations | 96,496 | (31,611) | 63,663 | (144,965) |
Operating Loss on Discontinued Operations | 0 | (100,035) | (173,201) | (267,059) |
Net Loss from Discontinued Operations | 0 | (100,035) | (173,201) | (267,059) |
Net Income (Loss) for the Period | 96,496 | (131,646) | (109,538) | (412,024) |
Other Comprehensive Income (Loss) | ||||
Foreign Currency Translation Gain (Loss) on Continuing Operations | (20,252) | 2,455 | ||
Foreign Currency Translation Gain (Loss) on Discontinued Operations | 0 | 201,318 | (27,776) | (19,947) |
Comprehensive Income (Loss) for the Period | $ 96,496 | $ 49,420 | $ (137,314) | $ (429,516) |
Basic | $ 2,020,871 | $ 1,952,657 | $ 2,020,871 | $ 1,961,748 |
Diluted | 102,020,871 | 1,952,657 | 102,020,871 | 1,961,748 |
Basic Income (Loss) from Continuing Operations | 0.05 | (0.02) | 0.03 | (0.07) |
Basic Loss from Discontinued Operations | (0.05) | (0.07) | (0.09) | (0.14) |
Net Income (Loss) for the Period Per Common Shares -Basic | 0.05 | (0.07) | (0.06) | (0.21) |
Diluted Income (Loss) from Continuing Operations | 0 | (0.02) | 0 | (0.07) |
Diluted Loss from Discontinued Operations | 0 | (0.05) | (0.09) | (0.14) |
Net Income (Loss) for the Period Per Common Shares -Diluted | $ 0 | $ (0.07) | $ (0.09) | $ (0.21) |
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 Granted | 89,887 | 0 | 0 | 0 | 89,887 | 0 | 0 |
Foreign Exchange Translation Loss | (198,558) | 0 | 0 | 0 | 0 | (198,558) | 0 |
Net Income/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) |
Fair Value of Shares to be Issued for Services | 9,908 | 0 | 0 | 9,908 | 0 | 0 | 0 |
Fair Value of Stock Options Granted | 5,718 | 0 | 0 | 0 | 5,718 | 0 | 0 |
Net Income/Loss for the Period | (131,646) | 0 | 0 | 0 | 0 | 0 | (131,646) |
Foreign Exchange Translation Gain | 181,066 | $ 0 | $ 0 | 0 | 0 | 181,066 | 0 |
Balance, shares at Aug. 31, 2021 | 1,000,000 | 1,952,657 | |||||
Balance, amount at Aug. 31, 2021 | (4,653,636) | $ 1,000 | $ 1,953 | 39,760 | 51,824,040 | 57,018 | (56,577,407) |
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 Income/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) |
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) |
Balance, shares at Aug. 31, 2022 | 1,000,000 | 2,020,871 | |||||
Balance, amount at Aug. 31, 2022 | (3,995,021) | $ 1,000 | $ 2,021 | 19,616 | 51,875,727 | (55,893,385) | |
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) |
Net Income/Loss for the Period | 96,496 | 0 | 0 | 0 | 0 | 0 | 96,496 |
Slit off | 1,157,511 | $ 0 | $ 0 | 0 | $ (62,858) | 1,220,369 | |
Balance, shares at Aug. 31, 2022 | 1,000,000 | 2,020,871 | |||||
Balance, amount at Aug. 31, 2022 | $ (3,995,021) | $ 1,000 | $ 2,021 | $ 19,616 | $ 51,875,727 | $ (55,893,385) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) for the Period | $ (109,538) | $ (412,024) |
Non-Cash Adjustments: | ||
Depreciation | 2,209 | |
Shares Issued/Issuable for Services | 0 | 20,263 |
Stock Based Compensation | 0 | 95,605 |
Changes in Assets and Liabilities: | ||
Accounts Receivable | 0 | 7,380 |
Prepaid Expenses and Deposits | (1,270) | (5,875) |
Accounts Payable and Accrued Liabilities | 42,453 | 11,226 |
Due to Related Parties | 76,272 | 108,832 |
Net Cash Flows Used In Operating Activities | (76,989) | (172,384) |
Cash Flows from Financing Activities | ||
Proceeds from Loans Payable | 83,699 | 51,114 |
Proceeds from Related Party Loans | 0 | 102,967 |
Net Cash Flows Provided By Financing Activities | 83,699 | 154,081 |
Effects of Foreign Exhange Rate Changes on Cash | (6,821) | 17,746 |
Net Change in Cash | (111) | (557) |
Cash - Beginning of Period | 332 | 1,251 |
Cash - End of Period | 221 | 694 |
Cash Paid During the Period for: | ||
Interest | 0 | 0 |
Income Taxes | 0 | 0 |
Increase in equity related to split off | $ 1,157,511 | $ 0 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 6 Months Ended |
Aug. 31, 2022 | |
Nature of Operations and Continuance of Business | |
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. These unaudited interim condensed consolidated financial statements (the “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 August 31, 2022, the Company has a working capital deficit of $3,995,021 and an accumulated deficit of $55,893,385 since inception. As of August 31, 2022, the Company is in default of certain loans payable (refer to Note 4). Furthermore, during the six months ended August 31, 2022, the Company used $76,989 in operating activities. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2022 | |
Significant Accounting Policies | |
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 condensed consolidated financial statements include the accounts of the Company and the following entities: MBE Holdings Inc. – Splitoff June 27, 2022 (See Note 7) Wholly-owned subsidiary Resolution 1, Inc Wholly-owned subsidiary All inter-company balances and transactions have been eliminated. (b) Interim Financial Statements The accompanying condensed consolidated financial statements of the Company as of August 31, 2022 and for the three and six months ended August 31, 2022 and 2021 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 is still evaluating the effect the adoption will have on its financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. (d) 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 actual 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 August 31, 2022 and 2021 related to 100,000,000 common stock equivalents related to convertible preferred stock. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Aug. 31, 2022 | |
Property and Equipment | |
Property and Equipment | 3. Property and Equipment August 31, 2022 $ February 28, 2022 $ Computer equipment - 40,491 Furniture and equipment - 40,543 Total - 81,034 Less: accumulated depreciation - (68,839 ) Net carrying value - 12,195 |
Loans Payable
Loans Payable | 6 Months Ended |
Aug. 31, 2022 | |
Loans Payable | |
Loans Payable | 4. Loans Payable (a) At August 31, 2022, the Company owed $2,240,243 (February 28, 2022 – $2,295,443) which is non-interest bearing, unsecured, and due on demand. The Company is currently in default. (b) At August 31, 2022, the Company owed $560,620 (February 28, 2022 – $660,192) which is unsecured, non-interest bearing, unsecured, and due on demand. The Company is currently in default. (c) At August 31, 2022, the Company owed $-0- (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. (d) At August 31, 2022, the Company owed $nil (February 28, 2022 - $196,875) under a loan agreement dated October 5, 2020. The loan was due on November 25, 2020 and secured by 588,235 shares of common stock of the Company owned by the President of the Company. The Company issued 17,648 shares of common stock in lieu of any interest and late payment penalties in 2021. This loan was assumed by buyer as part of the MBE spinoff. (e) At August 31, 2022, the Company owed $nil (February 28, 2022 - $94,500) under a loan agreement dated December 1, 2020. The loan is unsecured, non-interest bearing, unsecured, and due on demand. This loan was assumed by buyer as part of the MBE spinoff. (f) As of August 31, 2022, the Company owed $-0- (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. This loan was assumed by buyer as part of the MBE spinoff. (g) At August 31, 2022, the Company owed $0 (February 28, 2022 - $47,250) for a government backed loan to assist businesses during the COVID-19 pandemic. The loan is unsecured and non-interest bearing for the initial term until December 31, 2023 and thereafter at 5% interest per annum for the extended term which ends on December 31, 2025. The loan is repayable at any time without penalty and if 75% is repaid on or within the initial term, the remaining balance will be forgiven. This loan was assumed by the buyer as part of the MBE spinoff. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Aug. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 5. Related Party Transactions (a) At August 31, 2022, the Company owed $1,022,289 (February 28, 2022 – $1,123,076) to the former President of the Company which is unsecured, non-interest bearing, and due on demand. (b) At August 31, 2022, the Company owed $143,928 (February 28, 2022 - $117,491) under various loan agreements which are unsecured, bear interest at 5% per annum, and are due on demand. The interest rate increases to 12% per annum on non-repayment of the principal amount outstanding and interest thereon by the due date. The interest is accrued till final repayment and is based on the principal amount outstanding. The loan agreements are with the spouse of the former President of the Company. (c) At August 31, 2022, the Company owed $13,045 (February 28, 2022 - $nil) to a related company that is majority owned by multiple members on the board of directors of the Company. (d) At August 31, 2022, the Company owed $-0- (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. (e) During the six months ended August 31, 2022, the Company incurred $47,196 (2021 – $96,588) in research and development fees to the President of the Company of which $-0- remains outstanding at August 31, 2022 (f) During the six months ended August 31, 2022, the Company incurred $nil (2021 - $12,074) in administrative fees included in general and administrative to the former office manager who is also the spouse of the former President of the Company. (g) During the six months ended August 31, 2022, the Company recognized stock-based compensation of $nil (2021 - $77,345) to the former President, COO, and directors of the Company. The Company also recognized stock-based compensation of $nil (2021 - $18,560) in general and administrative to the spouse of the former President of the Company. |
Stock Options
Stock Options | 6 Months Ended |
Aug. 31, 2022 | |
Stock Options | |
Stock Options | 6. Stock Options The following table summarizes the continuity of stock options: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Balance – February 28, 2022 353,956 17.00 - Expired (353,956 ) 17.00 - Balance – August 31, 2022 –– - |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Aug. 31, 2022 | |
Discontinued Operations | |
Discontinued Operations | 7. Discontinued Operations On June 27, 2022, the Company finalized the splitoff of MBE Holdings, Inc. by transferring all the equity in MBE Holdings, Inc. to Richard Hue, the Company's former majority shareholder and former CEO. MBE assumed certain payables approximating $730,000 and notes payable approximating $430,000. The Company has accounted for the splitoff of MBE Holding, Inc. as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations Based on the related party nature of such transaction, the Company recorded the effect of the transaction as a capital contribution. The following financial information presents the statements of operations of MBE Holdings, Inc. for the three and six months ended August 31, 2022 and 2021. Three Months Ended August 31, FOR THE SIX MONTHS ENDED AUGUST 31, 2022 2021 2022 2021 TOTAL REVENUE –– 2,351 –– 8,803 OPERATING EXPENSES General and administrative expense –– 20,052 34,752 113,278 Research and development –– 82,334 138,449 162,584 TOTAL OPERATING EXPENSES –– 102,386 173,201 275,862 OPERATING LOSS –– 100,035 173,201 267,059 Finance Costs –– –– –– –– NET LOSS OF DISCONTINUED OPERATIONS $ (100,035 ) $ (173,201 ) $ (267,059 ) Depreciation was approximately $0 and $2,200 in 2022 and 2021 respectively. The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations. Depreciation expense of the discontinued operations in the prior period was $2,209. There was no amortization, capital expenditures, or other significant operating and investing noncash activity. |
Update to Previously Filed Fina
Update to Previously Filed Financial Statements | 6 Months Ended |
Aug. 31, 2022 | |
Update to Previously Filed Financial Statements | |
Update to Previously Filed Financial Statements | 8. Update to Previously Filed Financial Statements The Board of Directors of the Company determined, after discussion with Company management and the Company's independent registered public accounting firm, that, based on review of the Company's accounting for its split off transaction, that certain amounts were not properly accounted for in the prior period and the related financial statements were materially misstated. Accordingly, the financial statements for the three and six months ended August 31, 2022 were restated. The following is a summary of the changes in balances from the Company’s previously issued interim financials for the period ended August 31, 2022 compared to the interim balances contained in the accompanying condensed consolidated financial statements. Originally Filed As Filed Herein Description August 31, 2022 Adjustments August 31, 2022 Balance Sheet Additional Paid-In Capital $ 45,111,648 $ 6,764,079 $ 51,875,727 Accumulated Other Comprehensive Income 94,500 (94,500 ) 0 Accumulated Deficit $ (49,223,806 ) $ (6,669,579 ) $ (55,893,385 ) Statement of Operations for the 3 Months Ended General and Administrative Income $ 18,739 $ 7,728 $ 26,467 Transaction Gain 0 73,730 73,730 Net Income from Continuing Operations 15,038 81,458 96,496 Loss from Spin off (2,504,710 ) 2,504,710 0 Net Income (Loss) from Discontinued Operations (2,504,710 ) 2,504,710 0 Net Income (Loss) for the Period (2,489,672 ) 2,586,168 96,496 Foreign Currency Translation Gain on Continuing Operations 73,730 (73,730 ) 0 Comprehensive Income (Loss) for the Period $ (2,415,942 ) $ 2,512,438 $ 96,496 Statement of Operations for the 6 Months Ended Transaction Gain $ 0 $ 81,457 $ 81,457 Net Income (Loss) from Continuing Operations (17,794 ) 81,457 63,663 Loss from Spin off (2,504,710 ) 2,504,710 0 Net Income (Loss) from Discontinued Operations (2,677,911 ) 2,504,710 (173,201 ) Net Income (Loss) for the Period (2,695,705 ) 2,586,167 (109,538 ) Foreign Currency Translation Gain on Continuing Operations 75,470 (75,470 ) 0 Comprehensive Loss for the Period $ (2,648,011 ) $ 2,510,697 $ (137,314 ) Statement of Cash Flows Net Income (Loss) for the Period $ (2,695,705 ) $ 2,586,167 $ (109,538 ) Depreciation 810 (810 ) 0 Financing Costs 7,983 (7,983 ) 0 Gain from Spin Off 2,504,710 (2,504,710 ) 0 Prepaid Expenses and Deposits (1,300 ) 30 (1,270 ) Accounts Payable and Accrued Liabilities 33,263 9,190 42,453 Due to Related Parties 74,710 1,562 76,272 Net Cash Flows Used in Operating Activities (75,529 ) (1,460 ) (76,989 ) Cash Disbursement - Spin Off (1,460 ) 1,460 0 Increase in equity related to spin off $ 0 $ 1,157,511 $ 1,157,511 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 9. Subsequent Events There are no subsequent event after the quarter ending August 31, 2022 except as follows: The Company received an advance from a related party in the amount of $17,500 that is due on demand and non-intrerest bearing. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 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 condensed consolidated financial statements include the accounts of the Company and the following entities: MBE Holdings Inc. – Splitoff June 27, 2022 (See Note 7) 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 as of August 31, 2022 and for the three and six months ended August 31, 2022 and 2021 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 is still evaluating the effect the adoption will have on its financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its 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. |
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 actual 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 August 31, 2022 and 2021 related to 100,000,000 common stock equivalents related to convertible preferred stock. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Property and Equipment | |
Schedule Of Property and Equipment | August 31, 2022 $ February 28, 2022 $ Computer equipment - 40,491 Furniture and equipment - 40,543 Total - 81,034 Less: accumulated depreciation - (68,839 ) Net carrying value - 12,195 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Aug. 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 - Expired (353,956 ) 17.00 - Balance – August 31, 2022 –– - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Discontinued Operations | |
Schedule of transfer equity to note holder | Three Months Ended August 31, FOR THE SIX MONTHS ENDED AUGUST 31, 2022 2021 2022 2021 TOTAL REVENUE –– 2,351 –– 8,803 OPERATING EXPENSES General and administrative expense –– 20,052 34,752 113,278 Research and development –– 82,334 138,449 162,584 TOTAL OPERATING EXPENSES –– 102,386 173,201 275,862 OPERATING LOSS –– 100,035 173,201 267,059 Finance Costs –– –– –– –– NET LOSS OF DISCONTINUED OPERATIONS $ (100,035 ) $ (173,201 ) $ (267,059 ) |
Update to Previously Filed Fi_2
Update to Previously Filed Financial Statements (Tables) | 6 Months Ended |
Aug. 31, 2022 | |
Update to Previously Filed Financial Statements | |
Update to Previously Filed Financial Statements | Originally Filed As Filed Herein Description August 31, 2022 Adjustments August 31, 2022 Balance Sheet Additional Paid-In Capital $ 45,111,648 $ 6,764,079 $ 51,875,727 Accumulated Other Comprehensive Income 94,500 (94,500 ) 0 Accumulated Deficit $ (49,223,806 ) $ (6,669,579 ) $ (55,893,385 ) Statement of Operations for the 3 Months Ended General and Administrative Income $ 18,739 $ 7,728 $ 26,467 Transaction Gain 0 73,730 73,730 Net Income from Continuing Operations 15,038 81,458 96,496 Loss from Spin off (2,504,710 ) 2,504,710 0 Net Income (Loss) from Discontinued Operations (2,504,710 ) 2,504,710 0 Net Income (Loss) for the Period (2,489,672 ) 2,586,168 96,496 Foreign Currency Translation Gain on Continuing Operations 73,730 (73,730 ) 0 Comprehensive Income (Loss) for the Period $ (2,415,942 ) $ 2,512,438 $ 96,496 Statement of Operations for the 6 Months Ended Transaction Gain $ 0 $ 81,457 $ 81,457 Net Income (Loss) from Continuing Operations (17,794 ) 81,457 63,663 Loss from Spin off (2,504,710 ) 2,504,710 0 Net Income (Loss) from Discontinued Operations (2,677,911 ) 2,504,710 (173,201 ) Net Income (Loss) for the Period (2,695,705 ) 2,586,167 (109,538 ) Foreign Currency Translation Gain on Continuing Operations 75,470 (75,470 ) 0 Comprehensive Loss for the Period $ (2,648,011 ) $ 2,510,697 $ (137,314 ) Statement of Cash Flows Net Income (Loss) for the Period $ (2,695,705 ) $ 2,586,167 $ (109,538 ) Depreciation 810 (810 ) 0 Financing Costs 7,983 (7,983 ) 0 Gain from Spin Off 2,504,710 (2,504,710 ) 0 Prepaid Expenses and Deposits (1,300 ) 30 (1,270 ) Accounts Payable and Accrued Liabilities 33,263 9,190 42,453 Due to Related Parties 74,710 1,562 76,272 Net Cash Flows Used in Operating Activities (75,529 ) (1,460 ) (76,989 ) Cash Disbursement - Spin Off (1,460 ) 1,460 0 Increase in equity related to spin off $ 0 $ 1,157,511 $ 1,157,511 |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - shares | 6 Months Ended | |
Aug. 31, 2022 | Aug. 31, 2021 | |
Significant Accounting Policies | ||
Potentially dilutive shares outstanding | 100,000,000 | 100,000,000 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | 6 Months Ended | |||
Oct. 05, 2020 | Aug. 31, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | |
Interest and penalties | $ 3,984 | |||
Stock issued for interest and late payment penalties for the loan payable, share | 17,648 | |||
Loans payable | $ 2,800,863 | $ 3,436,010 | ||
Loan Agreement [Member] | ||||
Loans payable | 0 | 94,500 | ||
Loan Agreement One [Member] | ||||
Loans payable | $ 0 | 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. | |||
Loan Agreement Two [Member] | ||||
Loans payable | 47,250 | $ 0 | ||
Interest rate | 5% | |||
Revised interest rate description | 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. | |||
October 5, 2020 [Member] | Loan Agreement [Member] | ||||
Loans payable | $ 0 | 196,875 | ||
Maturity date | Nov. 25, 2020 | |||
Shares reserved against debt, shares | 588,235 | |||
Loans Payable Three [Member] | ||||
Extension of the maturity date of the loan | Jul. 31, 2020 | |||
Loans payable | $ 0 | 118,125 | ||
Interest rate | 5% | |||
Penalty rate, percentage | 2% | |||
Loans Payable [Member] | ||||
Loans payable | $ 2,240,243 | 2,295,443 | ||
Loans Payable One [Member] | ||||
Loans payable | $ 560,620 | $ 660,192 |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) | 6 Months Ended |
Aug. 31, 2022 USD ($) | |
Nature of Operations and Continuance of Business | |
Working capital deficit | $ 3,995,021 |
Net Cash Used In Operating Activity | (76,989) |
Accumulated Deficit net | $ (55,893,385) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Aug. 31, 2022 | Feb. 28, 2022 |
Property and Equipment, Total | $ 0 | $ 81,034 |
Less: Accumulated depreciation | 0 | (68,839) |
Net carrying value | 0 | 12,195 |
Furniture And Equipment [Member] | ||
Property and Equipment, Total | 0 | 40,543 |
Computer Equipment [Member] | ||
Property and Equipment, Total | $ 0 | $ 40,491 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2022 | |
Proceeds from related party | $ 143,928 | $ 117,491 | |||
Interest rate | 5% | ||||
Due to related parties | $ 1,022,289 | $ 1,022,289 | 1,123,076 | ||
Increased interest rate | 12% | ||||
Stock-based compensation | $ 0 | $ 18,560 | |||
Stock-based compensation | 0 | 95,605 | |||
Research and development fees | 0 | $ 15,626 | 0 | 97,302 | |
President, COO, and directors [Member] | |||||
Administrative fees | 0 | 12,074 | |||
Spouse Of President [Member] | |||||
Stock-based compensation | 0 | 18,561 | |||
President [Member] | |||||
Due to related parties | 0 | 0 | |||
Research and development fees | 47,196 | 96,588 | |||
Related company[Member] | |||||
Due to related parties | 13,045 | 13,045 | 0 | ||
COO [Member] | |||||
Due accounts payable and accrued liabilities | $ 0 | 0 | $ 27,999 | ||
Stock-based compensation | $ 0 | $ 77,345 |
Stock Options (Details)
Stock Options (Details) | 6 Months Ended |
Aug. 31, 2022 USD ($) $ / shares shares | |
Number Of Options | |
Number of Options, Beginning Balance | shares | 353,956 |
Expired | shares | (353,956) |
Number of Options, Ending Balance | shares | 0 |
Weighted average exercise price | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 17 |
Weighted Average Exercise Price, Cancelled | $ / shares | 17 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0 |
Aggregate intrinsic value | |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 0 |
Aggregate Intrinsic Value, Cancelled | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Discontinued Operations (Detail
Discontinued Operations (Details) | Jun. 27, 2022 USD ($) |
Exchange noteholder amount | $ 4,050,978 |
Harbour Capital [Member] | |
Exchange noteholder amount | 2,124,022 |
Enza Agosta Three [Member] | |
Exchange noteholder amount | 8,500 |
Enza Agosta One [Member] | |
Exchange noteholder amount | 53,000 |
Enza Agosta Two [Member] | |
Exchange noteholder amount | 6,641 |
Enza Agosta [Member] | |
Exchange noteholder amount | 78,125 |
Harbour Capital One [Member] | |
Exchange noteholder amount | 153,203 |
Richard Hue One [Member] | |
Exchange noteholder amount | 11,283 |
Richard Hue [Member] | |
Exchange noteholder amount | 1,039,682 |
Red Trade Ventures [Member] | |
Exchange noteholder amount | $ 576,522 |
Discontinued Operations (Deta_2
Discontinued Operations (Details1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2022 | Aug. 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | |
Total revenue | $ 0 | $ 0 | $ 0 | $ 3,870 |
Research and development | 0 | 15,626 | 0 | 97,302 |
Total operating expenses | (26,467) | 29,437 | 9,811 | 145,055 |
Operating loss | 26,467 | (29,437) | (9,811) | (141,185) |
Financing costs | 3,701 | 2,174 | 7,983 | 3,780 |
MBE Holding Inc [Member] | ||||
Total revenue | 0 | 2,351 | 0 | 8,803 |
General and administrative expense | 0 | 20,052 | 34,752 | 113,278 |
Research and development | 0 | 82,334 | 138,449 | 162,584 |
Total operating expenses | 0 | 102,386 | 173,201 | 275,862 |
Operating loss | 0 | 100,035 | 173,201 | 267,059 |
Financing costs | $ 0 | 0 | 0 | 0 |
Net loss of discontinued operation | $ (100,035) | $ (173,201) | $ (267,059) |
Discontinued Operations (Deta_3
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 27, 2022 | Aug. 31, 2022 | Aug. 31, 2022 | Feb. 28, 2022 | |
Discontinued Operations [Member] | ||||
Depreciation | $ 2,209 | |||
Note Payable 2 [Member] | ||||
flooidCXs payable | $ 430,000 | |||
MBE Holding Inc [Member] | ||||
flooidCXs payable | $ 730,000 | |||
Depreciation | 0 | $ 2,200 | ||
Discountinued operation historical loss | $ 100,035 | $ 267,059 |
Update to Previously Filed Fi_3
Update to Previously Filed Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Aug. 31, 2022 | May 31, 2022 | Aug. 31, 2021 | May 31, 2021 | Aug. 31, 2022 | Aug. 31, 2021 | Feb. 28, 2022 | |
Transaction Gain | $ 73,730 | $ 81,457 | |||||
Net Income (Loss) for the Period | 96,496 | $ (206,034) | $ (131,646) | $ (280,378) | |||
Depreciation | $ 2,209 | ||||||
Financing Costs | 3,701 | $ 2,174 | 7,983 | 3,780 | |||
Due to Related Parties | 1,179,262 | 1,179,262 | $ 117,491 | ||||
Net Cash Flows Used in Operating Activities | (76,989) | $ (172,384) | |||||
Additional Paid-In Capital | 51,875,727 | 51,875,727 | 51,875,727 | ||||
Accumulated Other Comprehensive Income | 0 | 0 | 88,895 | ||||
Accumulated Deficit | (55,893,385) | (55,893,385) | $ (57,004,216) | ||||
As Filed Herein One | |||||||
General and Administrative Income | 26,467 | ||||||
Transaction Gain | 73,730 | 81,457 | |||||
Net Income from Continuing Operations | 96,496 | 63,663 | |||||
Net Income (Loss) from Discontinued Operations | 0 | (173,201) | |||||
Net Income (Loss) for the Period | 96,496 | (109,538) | |||||
Foreign Currency Translation Gain on Continuing Operations | 0 | 0 | |||||
Comprehensive Income (Loss) for the Period | 96,496 | (137,314) | |||||
Depreciation | 0 | ||||||
Financing Costs | 0 | ||||||
Gain from Spin Off | 0 | ||||||
Prepaid Expenses and Deposits | (1,270) | (1,270) | |||||
Accounts Payable and Accrued Liabilities | 42,453 | 42,453 | |||||
Due to Related Parties | 76,272 | 76,272 | |||||
Net Cash Flows Used in Operating Activities | (76,989) | ||||||
Cash Disbursement - Spin Off | 0 | 0 | |||||
Increase in equity related to spin off | 1,157,511 | ||||||
Additional Paid-In Capital | 51,875,727 | 51,875,727 | |||||
Accumulated Other Comprehensive Income | 0 | 0 | |||||
Accumulated Deficit | (55,893,385) | (55,893,385) | |||||
Loss from Spin off | 0 | 0 | |||||
Originally Filed One | |||||||
General and Administrative Income | 18,739 | ||||||
Transaction Gain | 0 | 0 | |||||
Net Income from Continuing Operations | 15,038 | (17,794) | |||||
Loss from Spin off | (2,504,710) | (2,504,710) | |||||
Net Income (Loss) from Discontinued Operations | (2,504,710) | (2,677,911) | |||||
Net Income (Loss) for the Period | (2,489,672) | (2,695,705) | |||||
Foreign Currency Translation Gain on Continuing Operations | 73,730 | 75,470 | |||||
Comprehensive Income (Loss) for the Period | (2,415,942) | (2,648,011) | |||||
Depreciation | 810 | ||||||
Financing Costs | 7,983 | ||||||
Gain from Spin Off | 2,504,710 | ||||||
Prepaid Expenses and Deposits | (1,300) | (1,300) | |||||
Accounts Payable and Accrued Liabilities | 33,263 | 33,263 | |||||
Due to Related Parties | 74,710 | 74,710 | |||||
Net Cash Flows Used in Operating Activities | (75,529) | ||||||
Cash Disbursement - Spin Off | (1,460) | (1,460) | |||||
Increase in equity related to spin off | 0 | ||||||
Additional Paid-In Capital | 45,111,648 | 45,111,648 | |||||
Accumulated Other Comprehensive Income | 94,500 | 94,500 | |||||
Accumulated Deficit | (49,223,806) | (49,223,806) | |||||
Adjustment One | |||||||
General and Administrative Income | 7,728 | ||||||
Transaction Gain | 73,730 | 81,457 | |||||
Net Income from Continuing Operations | 81,458 | 81,457 | |||||
Net Income (Loss) from Discontinued Operations | 2,504,710 | 2,504,710 | |||||
Net Income (Loss) for the Period | 2,586,168 | 2,586,167 | |||||
Foreign Currency Translation Gain on Continuing Operations | 73,730 | 75,470 | |||||
Comprehensive Income (Loss) for the Period | 2,512,438 | 2,510,697 | |||||
Depreciation | 810 | ||||||
Financing Costs | 7,983 | ||||||
Gain from Spin Off | (2,504,710) | ||||||
Prepaid Expenses and Deposits | (30) | (30) | |||||
Accounts Payable and Accrued Liabilities | 9,190 | 9,190 | |||||
Due to Related Parties | 1,562 | 1,562 | |||||
Net Cash Flows Used in Operating Activities | (1,460) | ||||||
Cash Disbursement - Spin Off | 1,460 | 1,460 | |||||
Increase in equity related to spin off | 1,157,511 | ||||||
Additional Paid-In Capital | 6,764,079 | 6,764,079 | |||||
Accumulated Other Comprehensive Income | (94,500) | (94,500) | |||||
Accumulated Deficit | (6,669,579) | (6,669,579) | |||||
Loss from Spin off | $ 2,504,710 | $ 2,504,710 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Sep. 01, 2022 USD ($) |
Subsequent Event | |
Advance from related party | $ 17,500 |