flooidCX (FLCX) 10-Q 25 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 21, 2023
Cover [Abstract]
Entity Registrant Name	flooidCX Corp.
Entity Central Index Key	0001609988
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		45,345,551
Entity File Number	000-55965
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	35-2511643
Entity Address Address Line 1	3690 Howard Hughes Parkway
Entity Address Address Line 2	Suite 500
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89169
City Area Code	702
Local Phone Number	323-6455
Document Quarterly Report	true
Entity Interactive Data Current	Yes
Document Transition Report	false

Interim Condensed Consolidated

Interim Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 0	$ 0
Total Assets	0	0
Current Liabilities
Accounts Payable and Accrued Liabilities	30,783	25,989
Loans and Notes Payable - Related Parties	3,983,947	3,872,500
Total Current Liabilities	4,014,730	3,898,489
Total Liabilities	4,014,730	3,898,489
Stockholders' Deficit
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 2,020,871 Issued and Outstanding	43,046	2,021
Common Stock Issuable (Note 6)	19,616	19,616
Additional Paid-In-Capital	112,185,968	53,096,096
Deposit on potential merger	(59,130,997)	0
Accumulated Deficit	(57,133,463)	(57,017,222)
Total Stockholders' Deficit	(4,014,730)	(3,898,489)
Total Liabilities and Stockholders' Deficit	0	0
Series B, Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, value	185	0
Series C Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, value	915	0
Series A Preferred Stock [Member]
Stockholders' Deficit
Preferred stock, value	$ 0	$ 1,000

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets(Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	43,045,551	2,020,871
Common stock, shares outstanding	43,045,551	2,020,871
Series B, Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	185,400	0
Preferred stock, shares outstanding	185,400	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	915,000	0
Preferred stock, shares outstanding	915,000	0
Series A Preferreds Stock [Member]
Preferred stock, shares authorized	1,000,000	10,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	0	1,000,000

Unaudited Interim Condensed Con

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
Revenue	$ 0	$ 0	$ 0	$ 0
Operating Expenses
General and Administrative	22,050	24,325	100,800	53,308
Research and Development	0	0	0	11,366
Total Operating Expenses	22,050	24,325	100,800	64,674
Loss Before Other Expenses	(22,050)	(24,325)	(100,800)	(64,674)
Other Expenses
Loss on Foreign Currency Transactions	(1,764)	(2,316)	(6,816)	872
Interest Expense	(4,363)	(12,242)	(8,625)	(16,159)
Total Other Expenses	(6,127)	(14,558)	(15,441)	(15,287)
Net Loss for the Period from Continuing Operations	(28,177)	(38,883)	(116,241)	(79,961)
Net Loss for the Period from Discontinued Operations
Operating Loss on Discontinued Operations	0	(39,969)	0	(173,201)
Net Loss for the Period from Discontinued Operations	0	(39,969)	0	(173,201)
Net Loss for the Period	(28,177)	(78,852)	(116,241)	(253,162)
Other Comprehensive Income (Loss)
Foreign Currency Translation Gain (Loss) on Continuing Operations	0	0	0	0
Foreign Currency Translation Gain (Loss) on Discontinued Operations	0	(26,037)	0	(26,037)
Comprehensive Loss	$ (28,177)	$ (104,889)	$ (116,241)	$ (279,199)
Weighted Average Number of Common Shares -
Basic	12,752,129	2,020,871	7,416,145	2,020,871
Diluted	12,752,129	2,020,871	7,416,145	2,020,871
Net Income (Loss) for the Period Per Common Shares - Basic
Income (Loss) from Continuing Operations	$ 0	$ (0.02)	$ (0.02)	$ (0.04)
Loss from Discontinued Operations	0	0	0	(0.09)
Earnings Per Share Basic	0	(0.02)	(0.02)	(0.13)
Net Income (Loss) for the Period Per Common Shares - Diluted
Income (Loss) from Continuing Operations	0	(0.02)	(0.02)	(0.04)
Loss from Discontinued Operations	0	0	0	(0.09)
Earnings Per Share Diluted	$ 0	$ (0.02)	$ (0.02)	$ (0.13)

Unaudited Interim Condensed C_2

Unaudited Interim Condensed Consolidated Statements of Stockholders Deficit - USD ($)	Total	Series A Preferred Stocks	Series B, Preferred Stock	Series C Preferred Stock	Common Stock	Common Stock Issuable	Additional Paid-in Capital	Deposit Potential Merger	Accumulated other comprehensive loss	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021		1,000,000			2,020,871
Balance, amount at Dec. 31, 2021	$ (4,178,124)	$ 1,000	$ 0	$ 0	$ 2,021	$ 19,616	$ 51,875,727	$ 0	$ 88,895	$ (56,165,383)
Net Loss for the Period	(180,688)	$ 0	0	0	$ 0	0	0	0	0	(180,688)
Balance, shares at Mar. 31, 2022		1,000,000			2,020,871
Balance, amount at Mar. 31, 2022	(4,358,812)	$ 1,000	0	0	$ 2,021	19,616	51,875,727	0	88,895	(56,346,071)
Net Loss for the Period	(78,852)	0	0	0	0	0	0	0	0	(78,852)
Foreign Exchange Translation Loss	(26,037)	0	0	0	0	0	0	0	(26,037)	0
Split-off	1,157,511	$ 0	0	0	$ 0	0	1,220,369	0	(62,858)	0
Balance, shares at Jun. 30, 2022		1,000,000			2,020,871
Balance, amount at Jun. 30, 2022	(3,306,190)	$ 1,000	0	0	$ 2,021	19,616	53,096,096	0	0	(56,424,923)
Balance, shares at Dec. 31, 2022		1,000,000			2,020,871
Balance, amount at Dec. 31, 2022	(3,898,489)	$ 1,000	0	0	$ 2,021	19,616	53,096,096	0	0	(57,017,222)
Net Loss for the Period	(88,064)	0	$ 0	$ 0	0	0	0	0	0	(88,064)
Preferred Shares Issued in Exchange for Note Receivable, shares			915,400	915,000
Preferred Shares Issued in Exchange for Note Receivable, amount	0	$ 0	$ 915	$ 915	$ 0	0	1,004,890	(1,006,720)	0	0
Balance, shares at Mar. 31, 2023		1,000,000	915,400	915,000	2,020,871
Balance, amount at Mar. 31, 2023	(3,986,553)	$ 1,000	$ 915	$ 915	$ 2,021	19,616	54,100,986	(1,006,720)	0	(57,105,286)
Net Loss for the Period	(28,177)	$ 0	0	0	0	0	0	0	0	(28,177)
Cancellation of Shares, shares		(1,000,000)
Cancellation of Shares, amount	0	$ (1,000)	$ 0	0	$ 0	0	1,000	0	0	0
Preferred Conversion to Common 30:1, shares			(730,000)		21,900,000
Preferred Conversion to Common 30:1, amount			$ (730)		$ 21,900		(21,170)
Common Stock Issued for Deposit on Potential Merger, shares					19,124,680
Common Stock Issued for Deposit on Potential Merger, amount	$ 0	0	$ 0	$ 0	$ 19,125	0	58,105,152	(58,124,277)	0	0
Balance, shares at Jun. 30, 2023	2,300,000		185,400	915,000	43,045,551
Balance, amount at Jun. 30, 2023	$ (4,014,730)	$ 0	$ 185	$ 915	$ 43,046	$ 19,616	$ 112,185,968	$ (59,130,997)	$ 0	$ (57,133,463)

Unaudited Interim Condensed C_3

Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Unaudited Interim Condensed Consolidated Statements of Cash Flows
Net Loss for the Period	$ (116,241)	$ (253,162)
Non-Cash Adjustments:
(Income) Loss on Foreign Currency Transactions	6,816	(872)
Changes in Assets and Liabilities:
Prepaid Expenses	0	(1,373)
Accounts Payable and Accrued Liabilities	4,795	26,279
Due to Related Parties	104,630	11,890
Net Cash Flows Used In Operating Activities	0	(217,238)
Cash Flows from Investing Activities	0	0
Cash Flows from Financing Activities
Proceeds from Loans Payable	0	350,261
Net Cash Flows Provided By Financing Activities	0	350,261
Net Change in Cash	0	133,023
Cash - Beginning of Period	0	587
Cash - End of Period	0	133,610
Cash Paid During the Period for:
Interest	0	0
Income Taxes	0	0
Non-Cash Transactions
Non-Cash Issuance of Preferred Stock for Deposit on Potential Merger	1,006,720	0
Non-Cash Issuance of Common Stock Exchanged for Deposit om Potential Merger	58,124,277	0
Conversion of Preferred Stock	$ 0	$ 0

Nature of Operations and Contin

Nature of Operations and Continuance of Business	6 Months Ended
	Jun. 30, 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 June 30, 2023, the Company did not have any operations generating revenue and had stockholders’ deficit of $4.0 million, and was in default of certain loans payable. (refer to Note 3). These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 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. 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 15, 2022. The Company determined that the new standard did not have an effect on its financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. (e) Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of June 30, 2023 and December 31, 2022 consist of 5,562,000 common stock equivalents related to convertible preferred stock. (f) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. The functional currency of MBE and Resolution 1 is the Canadian dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets, liabilities, and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Notes Payable Loans - Related P

Notes Payable Loans - Related Parties	6 Months Ended
	Jun. 30, 2023
Notes Payable Loans - Related Parties
Notes Payable & Loans - Related Parties	3. Notes Payable & Loans - Related Parties At June 30, 2023 and December 31, 2022, the Company owed $3,838,126 and $3,728,443 to related parties, respectively, which are unsecured, non-interest bearing and due on demand. The amounts due are notes that are held by Quantum Energy, Inc. (“Quantum”) (see Note 7), a company with one common board member and also another company that is controlled by one of Quantum’s board members. At June 30, 2023 and December 31, 2022, the Company owed $145,821 and $143,914, respectively, to a related party, which is unsecured, bears interest at the default rate of 12% and is due on demand.

Other Related Party Transaction

Other Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Other Related Party Transactions
Other Related Party Transactions	4. Other Related Party Transactions During the three and six months ended June 30, 2023 and 2022, the Company incurred $nil (2022 – $nil) and $nil (2022: $11,366), respectively in research and development fees to the President of the Company.

Equity

Equity	6 Months Ended
	Jun. 30, 2023
Other Related Party Transactions
Equity	5. Equity Preferred Stock The preferred stock contains certain rights and preferences as detailed below: There were nil(0) and 1,000,000 shares of Series A outstanding at June 30, 2023 and December 31, 2022 respectively, 185,400 and nil(0) shares of Series B outstanding at June 30, 2023 and December 31, 2022 respectively, 915,000 and nil(0) shares of Series C outstanding at June 30, 2023 and December 31, 2022 respectively, nil(0) shares of Series D outstanding at June 30, 2023 and December 31, 2022 and nil(0) shares of Series E outstanding at June 30, 2023 and December 31, 2022. Preferred A: (1,000,000 shares authorized): · In the event of acquisition of the Company, the preferred stockholder will receive 20% of the aggregate valuation of such merger. · The stockholder can convert each share of preferred stock into 100 shares of common stock; and · Each holder of preferred stock shall be entitled to cast 200 votes. · Each holder shall be entitled to receive 30 for 1 share of liquidation proceeds $.001 par value per share. In connection with the potential merger (Note 7), the company established additional series of preferred stock, summarized as follows: Preferred B: (1,000,000 shares authorized): · The stockholder can convert each share of preferred stock into 30 shares of common stock; and · Each holder shall be entitled to cast no votes. · Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share. 2023 Activity During the three months ended March 31, 2023, the Company issued 915,400 shares of Series B preferred stock as a deposit on the Company’s potential merger (see Note 7). Such shares have been issued in advance of the closing of the merger and will be accounted for in purchase accounting if such merger is consummated. The value of the shares have been recorded at the fair value on the date of grant. As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included as a component of stockholders’ deficit. During the three months ended June 30, 2023, the Company issued 21,900,000 shares of common stock upon the conversion of 730,000 shares of Series B preferred stock in accordance with the original conversion terms. Preferred C: (1,000,000 shares authorized): · The stockholder cannot convert into common stock; and · Each holder of preferred stock shall be entitled to cast 250 votes. · Each holder shall be entitled to no liquidation preference. 2023 Activity During the three months ended March 31, 2023, the Company issued 915,000 shares of Series C preferred stock as a deposit on the Company’s potential merger (see Note 7). Such shares have been issued in advance of the closing of the merger and will be accounted for in purchase accounting if such merger is consummated. The value of the shares have been recorded at the fair value on the date of grant. As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included as a component of stockholders’ deficit. Preferred D; (1,000,000 shares authorized): · The stockholder can convert each share of preferred stock into 100 shares of common stock; and · Each holder of preferred stock shall be entitled to cast no votes. · Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share. Preferred E; (2,000,000 shares authorized): · The stockholder can convert each share of preferred stock into 10 shares of common stock; and · Each holder of preferred stock shall be entitled to cast no votes. · Each holder shall be entitled to receive 10 times per share of liquidation proceeds $.001 par value per share. Common Stock During the three months ended June 30, 2023, the Company issued 19,124,680 shares of common stock as a deposit on the Company’s potential merger (see Note 7). Such shares have been issued in advance of the closing of the merger and will be accounted for in purchase accounting if such merger is consummated. The value of the shares have been recorded at the fair value on the date of grant (based on the closing share price of the Company’s common stock on such date). As the Company has not determined the purchase accounting of the potential transaction, such amounts have been included as a component of stockholders’ deficit.

Discontinued Operations

Discontinued Operations	6 Months Ended
	Jun. 30, 2023
Discontinued Operations
Discontinued Operations	6. Discontinued Operations On June 27, 2022, the Company finalized the split-off of MBE Holdings, Inc., and as part of the split-off agreement notes payable of MBE Holdings, Inc. totaling approximately $4 million, were assumed by Flooid and the original creditors assigned their rights in the notes payable to an affiliated entity of Quantum. In connection with the transaction the Company derecognized $1,158,000 of liabilities, including $461,000 of accounts payable and accrued liabilities and $696,000 of notes payable. The substantial portion of these liabilities were assumed by MBE Holding, Inc. The Company has accounted for the Split-off of MBE Holding, Inc. as discontinued operations in accordance with ASC No. 205-20, Discontinued Operations Based on the related party nature of such transaction, the Company recorded the effect of the transaction as a capital contribution. Discontinued Operations disclosures for 2022 period Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 TOTAL REVENUE $ — $ — OPERATING EXPENSES General and administrative expense 34,752 8,576 Research and development 138,449 31,393 TOTAL OPERATING EXPENSES 173,201 39,969 OPERATING LOSS 173,201 39,969 Finance Costs — — NET LOSS OF DISCONTINUED OPERATIONS $ (173,201 ) $ (39,969 ) Depreciation was approximately $0 and $0 for the six months ended June 30,2022 and for the three months ended June 30, 2022, respectively. The consolidated statements of cash flows do not present the cash flows from discontinued operations separately from cash flows from continuing operations.

Potential Merger

Potential Merger	6 Months Ended
	Jun. 30, 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 Merger Agreement, the surviving company will change its name from flooidCX Corp. to Quantum Energy, Inc. and management shall apply to change the trading symbol of the surviving corporation from FLCX to QREE. The Agreement contains representations and warranties of the parties that are common to such agreements. The merger transaction is subject to regulatory approval and applications for such approval would be submitted to all applicable regulatory agencies, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority. In addition, management plans to file a registration statement on SEC Form S-4 to register the shares to be issued to the Quantum shareholders. Under the Agreement, the transaction may not proceed in the event that holders with more than 20% of the number of outstanding shares of QREE shall dissent from the transaction. Certain members of the management of FLCX are also members of the management of QREE. The Merger is contingent upon the filing of SEC Form S-4, SEC and FINRA comments, and Nevada state corporate filings to complete. Inductance Energy Corporation, (“IE”), of Wyoming, shall be operated as a subsidiary of the surviving entity, currently IE is operated as a subsidiary of Quantum Energy, Inc. Shareholders of Inductance Energy Corporation will retain their current shareholding in IE. As the Company has not attained all required approvals, such transaction has not yet been consummated.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events
Subsequent Events	8.Subsequent Events Subsequent to June 30, 2023 and prior to the filing of this Form 10-Q the Company issued 2,300,000 common shares in anticipation of the potential merger, of which 900,000 shares were the result of Preferred B conversions.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 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. 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 15, 2022. The Company determined that the new standard did not have an effect on its financial statements. The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Net Loss per Share	Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. Potentially dilutive shares outstanding as of June 30, 2023 and December 31, 2022 consist of 5,562,000 common stock equivalents related to convertible preferred stock.
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)	6 Months Ended
	Jun. 30, 2023
Discontinued Operations
Schedule of statement of operations	Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 TOTAL REVENUE $ — $ — OPERATING EXPENSES General and administrative expense 34,752 8,576 Research and development 138,449 31,393 TOTAL OPERATING EXPENSES 173,201 39,969 OPERATING LOSS 173,201 39,969 Finance Costs — — NET LOSS OF DISCONTINUED OPERATIONS $ (173,201 ) $ (39,969 )

Nature of Operations and Cont_2

Nature of Operations and Continuance of Business (Details Narrative)	Jun. 30, 2023 USD ($)
Nature of Operations and Continuance of Business
Sale of stocks	$ 600,000

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - shares	Jun. 30, 2023	Dec. 31, 2022
Significant Accounting Policies
Potentially dilutive shares outstanding	5,562,000	100,000,000

Notes Payable Loans Related Par

Notes Payable Loans Related Parties (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Loans payable	$ 145,821	$ 143,914
Interest rate	12%
Quantum Energy Inc [Member]
Loans payable	$ 3,838,126	$ 3,728,443

Other Related Party Transacti_2

Other Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Related Party Transactions
Research and development fees	$ 0	$ 0	$ 0	$ 11,366

Equity (Details Narrative)

Equity (Details Narrative) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Common Stock
Preferred stock, shares issued	19,124,680
Series B, Preferred Stock [Member]
Preferred stock, shares outstanding	185,400		185,400	0
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Preferred stock, shares issued		915,400
Common stock, shares issued	21,900,000		21,900,000
Conversion of preferred shares	730,000
Stock conversion description			The stockholder can convert each share of preferred stock into 30 shares of common stock
Liquidation preference, description			Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share
Series C Preferred Stock [Member]
Preferred stock, shares outstanding	915,000		915,000	0
Preferred stock, shares authorized	1,000,000		1,000,000	1,000,000
Description of preferred stock voting right			Each holder of preferred stock shall be entitled to cast 250 votes
Liquidation preference, description			Each holder shall be entitled to no liquidation preference
Series A Preferred Stock [Member]
Preferred stock, shares outstanding	0		0	1,000,000
Preferred stock, shares authorized	1,000,000		1,000,000
Description of preferred stock voting right			Each holder of preferred stock shall be entitled to cast 200 votes
Stock conversion description			The stockholder can convert each share of preferred stock into 100 shares of common stock
Liquidation preference, description			Each holder shall be entitled to receive 30 for 1 share of liquidation proceeds $.001 par value per share
Valuation percentage on merger	20%		20%
Series D Preferred Stock [Member]
Preferred stock, shares outstanding	0		0	0
Preferred stock, shares authorized	1,000,000		1,000,000
Stock conversion description			The stockholder can convert each share of preferred stock into 100 shares of common stock
Liquidation preference, description			Each holder shall be entitled to receive 30 for 1 share of liquidation preference $.001 par value per share
Series E Preferred Stock [Member]
Preferred stock, shares outstanding	0		0	0
Preferred stock, shares authorized	2,000,000		2,000,000
Stock conversion description			The stockholder can convert each share of preferred stock into 10 shares of common stock
Liquidation preference, description			Each holder shall be entitled to receive 10 times per share of liquidation proceeds $.001 par value per share

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Total revenue	$ 0	$ 0	$ 0	$ 0
General and administrative	22,050	24,325	100,800	53,308
Research and administrative expense	0	0	0	11,366
Operating Loss	(22,050)	(24,325)	(100,800)	(64,674)
TOTAL OPERATING EXPENSES	$ 22,050	24,325	$ 100,800	64,674
MBE Holding Inc [Member]
Total revenue		0		0
General and administrative		8,576		34,752
Research and administrative expense		31,393		138,449
Operating Loss		39,969		173,201
TOTAL OPERATING EXPENSES		39,969		173,201
Finance costs		0		0
Net loss of discontinued operation		$ (39,969)		$ (173,201)

Discontinued Operations (Deta_2

Discontinued Operations (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 27, 2022	Jun. 30, 2022	Jun. 30, 2022
Accrued liabilities	$ 1,158,000
MBE Holding Inc [Member]
Notes payable	4,000,000
Accrued liabilities	696,000
Depreciation		$ 0	$ 0
FlooidCXs payable	$ 461,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	3 Months Ended
	Jun. 30, 2023 shares
Issued Common shares	2,300,000
Preferred Series B Share [Member]
Preferred shares converted to shares of Common stock	900,000