flooidCX (FLCX) 10-Q/A 14 Dec 22 2023 Q2 Quarterly report (amended) Financial data

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