flooidCX (FLCX) 10-Q 9 Jun 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 09, 2023
Cover [Abstract]
Entity Registrant Name	flooidCX Corp.
Entity Central Index Key	0001609988
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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	3690 Howard Hughes Parkway
Entity Address Address Line 2	Suite 500
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89169
City Area Code	702
Local Phone Number	323-6455
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 0	$ 0
Total Assets	0	0
Current Liabilities
Accounts Payable and Accrued Liabilities	26,421	25,989
Loans and Notes Payable - Related Parties	3,960,133	3,872,500
Total Current Liabilities	3,986,554	3,898,489
Total Liabilities	3,986,554	3,898,489
Stockholders' Deficit
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 2,020,871 Issued and Outstanding	2,021	2,021
Common Stock Issuable (Note 6)	19,616	19,616
Additional Paid-In-Capital	54,100,986	53,096,096
Deposit on potential merger	(1,006,720)	0
Accumulated Deficit	(57,105,287)	(57,017,222)
Total Stockholders' Deficit	(3,986,554)	(3,898,489)
Total Liabilities and Stockholders' Deficit	0	0
Series A Preferreds Stock [Member]
Stockholders' Deficit
Preferred stock, value	1,000	$ 1,000
Series B, Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, value	915
Series C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, value	$ 915

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets(Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	2,020,871	2,020,871
Common stock, shares outstanding	2,020,871	2,020,871
Series A Preferreds Stock [Member]
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 issued	100
Series B, Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	915,400	0
Preferred stock, shares outstanding	915,400	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	915,000	0
Preferred stock, shares outstanding	915,000	0

Unaudited Interim Condensed Con

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	$ 0	$ 0
Operating Expenses
General and Administrative	78,750	28,984
Research and Development	0	11,366
Total Operating Expenses	78,750	40,350
Loss Before Other Expenses	(78,750)	(40,350)
Other Expenses
Loss on Foreign Currency Transactions	(5,052)	(3,189)
Interest Expense	(4,263)	(3,917)
Total Other Expenses	(9,315)	(7,106)
Net Loss for the Period from Continuing Operations	(88,065)	(47,456)
Net Loss for the Period from Discontinued Operations
Operating Loss on Discontinued Operations	0	(133,232)
Net Loss for the Period from Discontinued Operations	0	(133,232)
Net Loss for the Period	(88,065)	(180,688)
Other Comprehensive Income (Loss)
Foreign Currency Translation Gain (Loss) on Continuing Operations	0	0
Foreign Currency Translation Gain (Loss) on Discontinued Operations	0	0
Comprehensive Loss	$ (88,065)	$ (180,688)
Weighted Average Number of Common Shares -
Basic	2,020,871	2,020,871
Diluted	2,020,871	2,020,871
Net Income (Loss) for the Period Per Common Shares - Basic
Income (Loss) from Continuing Operations	$ (0.04)	$ (0.02)
Loss from Discontinued Operations	0	(0.07)
Earnings Per Share Basic	(0.04)	(0.09)
Net Income (Loss) for the Period Per Common Shares - Diluted
Income (Loss) from Continuing Operations	(0.04)	(0.02)
Loss from Discontinued Operations	0	(0.07)
Earnings Per Share Diluted	$ (0.04)	$ (0.09)

Consolidated Statements of Stoc

Consolidated Statements of Stockholder's Deficit (Unaudited) - USD ($)	Total	Common Stock	Series B, Preferred Stock	Series A Preferred Stocks	Common Stock Issuable	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Series C Preferred Stock	Accumulated Other Comprehensive Income (Loss)	Deposit Potential Merger
Balance, shares at Dec. 31, 2021		1,976,218	0	1,000,000				0
Balance, amount at Dec. 31, 2021	$ (4,339,988)	$ 1,976	$ 0	$ 1,000	$ 19,497	$ 51,728,412	$ (56,165,383)	$ 0	$ 74,510
Net Loss for the Period	(180,688)	$ 0	$ 0	$ 0	0	0	(180,688)	$ 0	0
Balance, shares at Mar. 31, 2022		1,976,218	0	1,000,000				0
Balance, amount at Mar. 31, 2022	(4,520,676)	$ 1,976	$ 0	$ 1,000	19,497	51,728,412	(56,346,071)	$ 0	74,510
Balance, shares at Dec. 31, 2022		2,020,871	0	1,000,000				0
Balance, amount at Dec. 31, 2022	(3,898,489)	$ 2,021	$ 0	$ 1,000	19,616	53,096,096	(57,017,222)	$ 0	0
Net Loss for the Period	(88,065)	$ 0	$ 0	$ 0	0	0	(88,065)	$ 0	0
Preferred Shares Issued in Exchange for Note Receivable, shares		0	915,400	0				915,000
Preferred Shares Issued in Exchange for Note Receivable, amount	0	$ 0	$ 915	$ 0	0	1,004,890	0	$ 915	0	$ (1,006,720)
Balance, shares at Mar. 31, 2023		2,020,871	915,400	1,000,000				915,000
Balance, amount at Mar. 31, 2023	$ (3,986,554)	$ 2,021	$ 915	$ 1,000	$ 19,616	$ 54,100,986	$ (57,105,287)	$ 915	$ 0	$ (1,006,720)

Unaudited Interim Condensed C_2

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities
Net Loss for the Period	$ (88,065)	$ (180,688)
Non-Cash Adjustments:
Loss on Foreign Currency Transactions	5,052	3,189
Stock Based Compensation	0	0
Changes in Assets and Liabilities:
Accounts Payable and Accrued Liabilities - Discontinued Operations	433	39,097
Due to Related Parties	82,580	45,573
Net Cash Flows Used In Operating Activities	0	(92,829)
Cash Flows from Investing Activities
Net Cash Used in Investing Activities	0	0
Cash Flows from Financing Activities
Proceeds from Loans Payable	0	92,242
Net Cash Flows Provided By Financing Activities	0	92,242
Effects of Foreign Exchange Rate Changes on Cash	0	0
Net Change in Cash	0	(587)
Cash - Beginning of Period	0	587
Cash - End of Period	0	0
Cash Paid During the Period for:
Interest	0	0
Income Taxes	0	0
Non-cash Issuance of Preferred Stock for deposit on potential merger	$ 1,006,720	$ 0

Nature of Operations and Contin

Nature of Operations and Continuance of Business	3 Months Ended
	Mar. 31, 2023
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. Prior to the split-off of the MB Holdings, Inc. (“MB Holdings”), subsidiary, the Company was in the business of developing and building an online resolution platform. Effective June 27, 2022, the Company entered into a split-off agreement with its President and majority shareholder at the time, and MP Special Purpose Corporation (“MP Special”). As part of the agreement the Company transferred its equity interest in MB Holdings, Inc., to the majority shareholder, and the majority shareholder transferred his equity interest in the Company to MP Special in exchange for $600,000. In addition, as part of the transaction, the parties agreed that certain specified debt would remain or be transferred to Flooidcx Corp., and that other specific debt would remain or be transferred to MBE Holdings. Because the Company’s majority shareholder was involved in this transaction, it has been treated as common control transaction, and therefore, the derecognition of the net liabilities of MB Holdings were accounted for as an equity transaction rather than a gain. After the split-off of MBE Holdings, the Company had no operating activities. However, in March 2023, the Company entered into a merger agreement with Quantum Energy, Inc., (See Note 7). These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, creditors, and related parties, and the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. As of March 31, 2023, the Company did not have any operations generating revenue and had stockholders’ deficit of $4.0 million, and was in default of certain loans payable. (refer to Note 3). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. On March 29, 2023 FlooidCX Corp. (“FLCX”), a Nevada corporation entered into An Agreement and Plan of Merger (the “Agreement”) with Quantum Energy, Inc., a Nevada corporation (“QREE”). (See Note 7)

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
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 consolidated financial statements include the accounts of the Company and the following entities: Resolution 1, Inc. a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off. After the split-off MBE Holdings, Inc. was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying financial statements. The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condenses consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain information included in the Company’s Annual Report on Form 10-KT for the period ended December 31, 2022. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-KT. All inter-company balances and transactions have been eliminated. (b) Discontinued Operations In accordance with ASC No. 205-20, Discontinued Operations (c) Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. (d) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets. This update is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The underlying premise of the Update is that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. The income statement will be affected for the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The new standard is effective for fiscal years and interim periods within those years beginning after December 31, 2022. The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. (e) Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of March 31, 2023 and December 31, 2022 consist of 127,450,000 common stock equivalents related to convertible Preferred series A and B stock. (f) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Notes Payable Loans - Related P

Notes Payable Loans - Related Parties	3 Months Ended
	Mar. 31, 2023
Notes Payable Loans - Related Parties
Notes Payable & Loans - Related Parties	3. Notes Payable & Loans - Related Parties At March 31, 2023 and December 31, 2022, the Company owed $3,816,076 and $3,728,586 to related parties, respectively, which are unsecured, non-interest bearing and due on demand. The amounts due are notes that are held by Quantum Energy, Inc. (“Quantum”) (see Note 7), a company with common board members, and also another company that is controlled by one of Quantum’s board members. At March 31, 2023 and December 31, 2022, the Company owed $144,057 and $143,914, respectively, to a related party, which is unsecured, bears interest at the default rate of 12% and is due on demand.

Other Related Party Transaction

Other Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Other Related Party Transactions
Other Related Party Transactions	4. Other Related Party Transactions During the three months ended March 31, 2023 and 2022, the Company incurred $nil (2022 – $47,196) in research and development fees paid to the President of the Company. During the three months ended March 31, 2023 and 2022, the Company issued 915,000 Preferred Series B and 915,000 Preferred Series C shares with a fair value of $1,006,720 (2021 – $-nil-) to its incoming management and board as part of the Agreement. Such estimate of fair value is based on the super voting rights of the Series C and the equivalent number of common shares of Series B, which has been recorded as contra equity as such relate to transactions with the Company's officer and other shareholders. If the Merger closes, such consideration will be accounted for in the transaction. As of the filing date of this Form 10-Q, the Company expects the Merger to close in Q3 2023.

Equity

Equity	3 Months Ended
	Mar. 31, 2023
Equity
Equity	5. Equity Preferred Stock The preferred stock contains certain rights and preferences as detailed below: There were 1,000,000 shares of Series A outstanding at March 31, 2023 and December 31, 2022. Preferred A: · In the event of acquisition of the Company, the preferred stockholder will receive 20% of the aggregate valuation of such merger. · The stockholder can convert each share of preferred stock into 100 shares of common stock; and · Each holder of preferred stock shall be entitled to cast 200 votes. In connection with the potential merger (See Note 7), the company established additional series of preferred stock, summarized as follows: Preferred B: (1,000,000 shares authorized): · The stockholder can convert each share of preferred stock into 30 shares of common stock; and · Each holder of preferred stock shall be entitled to cast no votes; and · During the period ended March 31, 2023 915,400 shares were issued, and • Liquidation preference of thirty times Common Preferred C: (1,000,000 shares authorized): · The stockholder cannot convert into common stock; and · Each holder of preferred stock shall be entitled to cast 100 votes; and • During the period ended March 31, 2023 915,000 Preferred Series C shares were issued, and • No Liquidation preferences. Preferred D; (1,000,000 shares authorized): · The stockholder can convert each share of preferred stock into 10 shares of common stock; and · Each holder of preferred stock shall be entitled to cast no votes; and · Please refer to (“Subsequent Events”) below, and · Liquidation preference of thirty times Common. Preferred E; (2,000,000 shares authorized): · Please refer to (“Subsequent Events”) below.

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2023
Discontinued Operations
Discontinued Operations	6. Discontinued Operations (A) On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc., and as part of the split-off agreement notes payable of MBE Holdings, Inc. totaling approximately $4 million, were assumed by Flooid and the original creditors assigned their rights in the notes payable to an affiliated entity of Quantum. In connection with the transaction the Company derecognized $1,158,000 of liabilities, including $461,000 of accounts payable and accrued liabilities and $696,000 of notes payable. The substantial portion of these liabilities were assumed by MBE Holding, Inc. The Company has accounted for the Split-off of MBE Holding, Inc. as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations (B) Discontinued Operations For 2022 The following financial information presents the statement of operations of MBE Holdings for the three months ended March 31, 2022: Total Revenue $ - General & Administrative Expense $ 26,176 Research & Development $ 107,056 Operating Loss $ (133,232 ) Finance Loss $ - Net Loss From Discontinued Operations $ (133,232 ) There was no depreciation expense for the period The consolidated statement of cash flows do not present the cash flows from discontinued operations separately from cash flow from continuing operations. There was no amortization, capital expenditures, or other significant operating and investing noncash activity in the prior period.

Potential Merger

Potential Merger	3 Months Ended
	Mar. 31, 2023
Potential Merger
Potential Merger	7. Potential Merger On March 29, 2023 FlooidCX Corp. (“FLCX”), a Nevada corporation entered into An Agreement and Plan of Merger (the “Agreement”) with Quantum Energy, Inc., a Nevada corporation (“QREE”). Under the terms of the Agreement, the shares of QREE will be exchanged for the shares of FLCX on the following basis: QREE FLCX Common 6 shares Common 1 share Series D Preferred 1 share Series D Preferred 1 share Under the terms of the Agreement, the surviving company will change its name from flooidCX Corp. to Quantum Energy, Inc. and management shall apply to change the trading symbol of the surviving corporation from FLCX to QREE. The Agreement contains representations and warranties of the parties that are common to such agreements. The merger transaction is subject to regulatory approval and applications for such approval would be submitted to all applicable regulatory agencies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority. In addition, management plans to file a registration statement on SEC Form S-4 to register the shares to be issued to the Quantum shareholders. Under the Agreement, the transaction may not proceed in the event that holders with more than 20% of the number of outstanding shares of QREE shall dissent from the transaction. Certain members of the management of FLCX are also members of the management of QREE. The Merger is nearing the filing of SEC Form S-4, SEC and FINRA comments, and Nevada state corporate filings to complete. Inductance Energy Corporation, (“IE”), of Wyoming, shall be operated as a subsidiary of the surviving entity, currently IE is operated as a subsidiary of Quantum Energy, Inc. Shareholders of Inductance Energy Corporation will retain their current shareholding in IE.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events
Subsequent Events	8. Subsequent Events On May 19, 2023 the Company issued 3,000 Preferred D shares to Michael Halverson TTEE of The Five Star Trust for marketing to potential distributorships. On May 22, 2023 amended its articles to: · Preferred Series C by changing the voting to a basis of Two Hundred Fifty (250) votes per Series C share of stock as compared to One (1) vote per share of common stock. – ie. 250 to 1 bases, from 100 to 1 basis. · Preferred Series D by changing the conversion ratio to one (1) share of Series D Stock for One Hundred (100) shares of Common Stock. · Preferred Series E by authorizing 2,000,000 shares at $0.001 par value, with no voting rights, and a conversion ratio of one (1) share of Series E Stock for Ten (10) shares of Common Stock and liquidation preference of ten times Common. On May 24, 2023 at the agreement of MP Special Purposes Corporation, the Company cancelled 1,000,000 of its Preferred Series A shares held by MP Special Purposes Corporation.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
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: Resolution 1, Inc. a wholly-owned subsidiary, and MBE Holdings, Inc., an entity that was wholly-owned subsidiary until the date of the split-off. After the split-off MBE Holdings, Inc. was derecognized in the Company’s financial statements, and the activity of MBE Holdings, Inc. after the date of the split-off is not included in the accompanying financial statements. The condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the condenses consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The condensed consolidated financial statements and the accompanying notes, are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and do not contain information included in the Company’s Annual Report on Form 10-KT for the period ended December 31, 2022. Therefore, the interim condensed consolidated financial statements should be read in conjunction with that Annual Report on Form 10-KT. All inter-company balances and transactions have been eliminated.
Discontinued Operations	In accordance with ASC No. 205-20, Discontinued Operations
Use of Estimates	The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
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 31, 2022. The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Net Loss per Share	Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of March 31, 2023 and December 31, 2022 consist of 127,450,000 common stock equivalents related to convertible Preferred series A and B stock.
Foreign Currency Translation	The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2023
Discontinued Operations
Schedule of statement of operations	Total Revenue $ - General & Administrative Expense $ 26,176 Research & Development $ 107,056 Operating Loss $ (133,232 ) Finance Loss $ - Net Loss From Discontinued Operations $ (133,232 )

Nature of Operations and Cont_2

Nature of Operations and Continuance of Business (Details Narrative)	Mar. 31, 2023 USD ($)
Nature of Operations and Continuance of Business
Sale of stocks	$ 600,000

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - shares	Mar. 31, 2023	Dec. 31, 2022
Significant Accounting Policies
Potentially dilutive shares outstanding	127,450,000	100,000,000

Notes Payable Loans Related Par

Notes Payable Loans Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Loans payable	$ 144,057	$ 143,914
Interest rate	12%
Quantum Energy Inc [Member]
Loans payable	$ 3,816,076	$ 3,728,586

Other Related Party Transacti_2

Other Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Research and development fees	$ 0	$ 11,366
Preferred Series B Share [Member]
Issued of preferred stock	915,000
Preferred Series C Share Preferred Series B Share [Member]
Amount received from issue of preferred series	$ 1,006,720
Preferred Stock Series C Shares [Member]
Issued of preferred stock	915,000
President [Member]
Research and development fees	$ 0	$ 47,196

Equity (Details Narrative)

Equity (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Common stock shares	2,020,871	2,020,871
Series A Preferreds Stock [Member]
Preferred stock, shares outstanding	1,000,000	1,000,000
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock shares	100
Stock conversion description	Each holder of preferred stock shall be entitled to cast 200 votes.
Valuation percentage on merger	20%
Series C Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000
Shares issued during period	915,000
Stock conversion description	Each holder of preferred stock shall be entitled to cast 100 votes; and
Liquidation preference, description	No Liquidation preferences.
Series D Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000
Common stock shares	10
Stock conversion description	Each holder of preferred stock shall be entitled to cast no votes; and
Liquidation preference, description	Liquidation preference of thirty times Common.
Series B, Preferred Share
Preferred stock, shares authorized	1,000,000
Shares issued during period	915,400
Common stock shares	30
Stock conversion description	Each holder of preferred stock shall be entitled to cast no votes; and
Liquidation preference, description	Liquidation preference of thirty times Common
Series E Preferred Stock [Member]
Preferred stock, shares authorized	2,000,000

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total revenue	$ 0	$ 0
General and administrative	78,750	28,984
Research and administrative expense	0	11,366
Operating Loss	$ (78,750)	(40,350)
MBE Holding Inc [Member]
Total revenue		0
General and administrative		26,176
Research and administrative expense		107,056
Operating Loss		(133,232)
Finance costs		0
Net loss of discontinued operation		$ (133,232)

Discontinued Operations (Deta_2

Discontinued Operations (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 27, 2022	Mar. 31, 2023
Accrued liabilities	$ 1,158,000
MBE Holding Inc [Member]
Notes payable		$ 4,000,000
Accrued liabilities	696,000
flooidCXs payable	$ 461,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - shares	1 Months Ended
	May 22, 2023	May 19, 2023
Preferred Series D Stock [Member]
Voting rights description	Preferred Series D by changing the conversion ratio to one (1) share of Series D Stock for One Hundred (100) shares of Common Stock.
Preferred Series D Stock [Member] | Michael Halverson [Member]
Issued of preferred stock		3,000
Preferred Series A Stock [Member] | MP Special Purposes Corporation [Member]
Number of share cancelled	1,000,000
Preferred Series C Stock [Member]
Voting rights description	Preferred Series C by changing the voting to a basis of Two Hundred Fifty (250) votes per Series C share of stock as compared to One (1) vote per share of common stock. – ie. 250 to 1 bases, from 100 to 1 basis
Preferred Series E Stock [Member]
Voting rights description	Preferred Series E by authorizing 2,000,000 shares at $0.001 par value, with no voting rights, and a conversion ratio of one (1) share of Series E Stock for Ten (10) shares of Common Stock