Cover
Cover | 9 Months Ended |
Sep. 30, 2023 shares | |
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 | Sep. 30, 2023 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2023 |
Entity Common Stock Shares Outstanding | 48,797,246 |
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 ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 0 | $ 0 |
Total Assets | 0 | 0 |
Current Liabilities | ||
Accounts Payable and Accrued Liabilities | 0 | 25,989 |
Loans and Notes Payable - Related Parties | 3,685,367 | 3,872,500 |
Total Current Liabilities | 3,685,367 | 3,898,489 |
Total Liabilities | 3,685,367 | 3,898,489 |
Stockholders' Deficit | ||
Common Stock - $0.001 Par; 300,000,000 Shares Authorized, 48,797,246 and 2,020,871 Issued and Outstanding | 48,797 | 2,021 |
Common Stock Issuable (Note 6) | 19,616 | 19,616 |
Additional Paid-In-Capital | 58,526,281 | 53,096,096 |
Accumulated Deficit | (62,281,131) | (57,017,222) |
Total Stockholders' Deficit | (3,685,367) | (3,898,489) |
Total Liabilities and Stockholders' Deficit | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | 0 | 1,000 |
Series B, Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | 155 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, value | $ 915 | $ 0 |
Interim Condensed Consolidate_2
Interim Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 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 | 48,797,246 | 2,020,871 |
Common stock, shares outstanding | 48,797,246 | 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 | 155,400 | 0 |
Preferred stock, shares outstanding | 155,400 | 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 | 1,000,000 | 1,000,000 |
Unaudited Interim Condensed Con
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses | ||||
General and Administrative | 26,645 | (26,496) | 127,445 | 64,674 |
Total Operating Expenses | 26,645 | (26,496) | 127,445 | 64,674 |
Income (Loss) Before Other Expenses | (26,645) | 26,496 | (127,445) | (38,178) |
Other Income (Expenses) | ||||
Income (Loss) on Foreign Currency Transactions | (11,222) | 262,792 | (18,038) | 267,236 |
Interest Expense | (2,938) | (3,494) | (11,564) | (19,653) |
Loss on Debt Conversion Settlements | (5,106,863) | 0 | (5,106,863) | 0 |
Total Other Income (Expenses) | (5,121,023) | 259,298 | (5,136,465) | 247,583 |
Net Income (Loss) for the Period from Continuing Operations | (5,147,668) | 285,794 | (5,263,910) | 182,909 |
Net Loss for the Period from Discontinued Operations | ||||
Operating Loss on Discontinued Operations | 0 | 0 | 0 | (173,201) |
Net Loss for the Period from Discontinued Operations | 0 | 0 | 0 | (173,201) |
Net Income (Loss) for the Period | (5,147,668) | 285,794 | (5,263,910) | 9,708 |
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 | 0 | 0 | (26,037) |
Comprehensive Income (Loss) | $ (5,147,668) | $ 285,794 | $ (5,263,910) | $ (16,329) |
Weighted Average Number of Common Shares - | ||||
Basic | 47,007,582 | 2,020,871 | 20,758,314 | 2,020,871 |
Diluted | 47,007,582 | 2,020,871 | 20,758,314 | 2,020,871 |
Net Loss for the Period Per Common Shares - Basic | ||||
Loss from Continuing Operations | $ (0.11) | $ 0.14 | $ (0.25) | $ 0.09 |
Loss from Discontinued Operations | 0 | 0 | 0 | (0.09) |
Net loss fror the period per share - basic | (0.11) | 0.14 | (0.25) | 0 |
Net Loss for the Period Per Common Shares - Diluted | ||||
Loss from Continuing Operations | (0.11) | 0.14 | (0.25) | 0.09 |
Loss from Discontinued Operations | 0 | 0 | 0 | (0.09) |
Net loss fror the period per share - diluted | $ (0.11) | $ 0.14 | $ (0.25) | $ 0 |
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 | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2021 | 1,000,000 | 0 | 0 | 2,020,871 | |||||
Balance, amount at Dec. 31, 2021 | $ (4,178,124) | $ 1,000 | $ 0 | $ 0 | $ 2,021 | $ 19,616 | $ 51,875,727 | $ 88,895 | $ (56,165,383) |
Net Loss for the Period | (180,688) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (180,688) |
Balance, shares at Mar. 31, 2022 | 1,000,000 | 0 | 0 | 2,020,871 | |||||
Balance, amount at Mar. 31, 2022 | (4,358,812) | $ 1,000 | $ 0 | $ 0 | $ 2,021 | 19,616 | 51,875,727 | 88,895 | (56,346,071) |
Net Loss for the Period | (78,852) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (78,852) |
Foreign Exchange Translation Loss | (26,037) | 0 | 0 | 0 | 0 | 0 | 0 | (26,037) | 0 |
Split-off | 1,157,511 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 1,220,369 | (62,858) | 0 |
Balance, shares at Jun. 30, 2022 | 1,000,000 | 0 | 0 | 2,020,871 | |||||
Balance, amount at Jun. 30, 2022 | (3,306,190) | $ 1,000 | $ 0 | $ 0 | $ 2,021 | 19,616 | 53,096,096 | 0 | (56,424,923) |
Net Loss for the Period | 285,794 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 285,794 |
Balance, shares at Sep. 30, 2022 | 1,000,000 | 0 | 0 | 2,020,871 | |||||
Balance, amount at Sep. 30, 2022 | (3,020,396) | $ 1,000 | $ 0 | $ 0 | $ 2,021 | 19,616 | 53,096,096 | 0 | (56,139,129) |
Balance, shares at Dec. 31, 2022 | 1,000,000 | 0 | 0 | 2,020,871 | |||||
Balance, amount at Dec. 31, 2022 | (3,898,489) | $ 1,000 | $ 0 | $ 0 | $ 2,021 | 19,616 | 53,096,096 | 0 | (57,017,222) |
Net Loss for the Period | (88,064) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (88,064) |
Preferred Shares Issued in Exchange for Note Receivable, shares | 0 | 915,400 | 915,000 | 0 | |||||
Preferred Shares Issued in Exchange for Note Receivable, amount | 0 | $ 0 | $ 915 | $ 915 | $ 0 | 0 | (1,830) | 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 | 53,094,266 | 0 | (57,105,286) |
Net Loss for the Period | (28,177) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (28,177) |
Cancellation of Shares, shares | (1,000,000) | 0 | 0 | 0 | |||||
Cancellation of Shares, amount | 0 | $ (1,000) | $ 0 | $ 0 | $ 0 | 0 | 1,000 | 0 | 0 |
Preferred Conversion to Common 30:1, shares | 0 | (730,000) | 0 | 21,900,000 | |||||
Preferred Conversion to Common 30:1, amount | 0 | $ 0 | $ (730) | $ 0 | $ 21,900 | 0 | (21,170) | 0 | 0 |
Common Stock Issued for Deposit on Potential Merger, shares | 0 | 0 | 0 | 19,124,680 | |||||
Common Stock Issued for Deposit on Potential Merger, amount | 0 | $ 0 | $ 0 | $ 0 | $ 19,125 | 0 | (19,125) | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 0 | 185,400 | 915,000 | 43,045,551 | |||||
Balance, amount at Jun. 30, 2023 | (4,014,730) | $ 0 | $ 185 | $ 915 | $ 43,046 | 19,616 | (53,054,971) | 0 | (57,133,463) |
Net Loss for the Period | (5,147,668) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (5,147,668) |
Preferred Conversion to Common 30:1, shares | 0 | (30,000) | 0 | 900,000 | |||||
Preferred Conversion to Common 30:1, amount | 0 | $ 0 | $ (30) | $ 0 | $ 900 | 0 | (870) | 0 | 0 |
Common Stock Issued for Deposit on Potential Merger, shares | 0 | 0 | 0 | 3,486,281 | |||||
Common Stock Issued for Deposit on Potential Merger, amount | 0 | $ 0 | $ 0 | $ 0 | $ 3,486 | 0 | (3,486) | 0 | 0 |
Common stock issued for conversion of debt, shares | 0 | 0 | 0 | 1,365,414 | |||||
Common stock issued for conversion of debt, amount | 5,477,031 | $ 0 | $ 0 | $ 0 | $ 1,365 | 0 | 5,475,666 | 0 | 0 |
Balance, shares at Sep. 30, 2023 | 0 | 155,400 | 915,000 | 48,797,246 | |||||
Balance, amount at Sep. 30, 2023 | $ (3,685,367) | $ 0 | $ 155 | $ 915 | $ 48,797 | $ 19,616 | $ 58,526,281 | $ 0 | $ (62,281,131) |
Unaudited Interim Condensed C_3
Unaudited Interim Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Unaudited Interim Condensed Consolidated Statements of Cash Flows | ||
Net Loss for the Period | $ (5,263,910) | $ 9,708 |
Non-Cash Adjustments: | ||
(Income) Loss on Foreign Currency Transactions | 18,038 | (267,236) |
Loss on Debt Conversion Settlements - Related Parties | 5,106,863 | |
Changes in Assets and Liabilities: | ||
Prepaid Expenses | 0 | (1,373) |
Accounts Payable and Accrued Liabilities - Discontinued Operations | 25,989 | 26,279 |
Due to Related Parties | 113,020 | 11,890 |
Net Cash Flows Used In Operating Activities | 0 | (194,236) |
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 | 156,025 |
Cash - Beginning of Period | 0 | 587 |
Cash - End of Period | 0 | 156,612 |
Cash Paid During the Period for: | ||
Interest | 0 | 0 |
Income Taxes | 0 | 0 |
Non-Cash Transactions | ||
Non-Cash Issuance of Equity for Deposit on Potential Merger | 45,611 | 0 |
Issuance of Stock for Conversion of Debt - Related Parties | $ 334,234 | $ 0 |
Nature of Operations and Contin
Nature of Operations and Continuance of Business | 9 Months Ended |
Sep. 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, currently in process of changing its name to Quantum Energy Corporation, and 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., (“MBE”) 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. 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 MBE were accounted for as an equity transaction rather than a gain. After the split-off of MBE, 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 September 30, 2023, the Company did not have any operations generating revenue and had stockholders’ deficit of approximately $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 | 9 Months Ended |
Sep. 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. The Company has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. The Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements. (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 September 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. As disclosed in Note 1, MBE was split off from the Company in June 2022. (g) Reclassification Certain prior period amounts have been reclassified to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with Additional Paid-In Capital in the current period. During the previous periods such was included as contra-equity and the reclassification had no effect on the Total Stockholder’s Deficit line item. |
Notes Payable Loans - Related P
Notes Payable Loans - Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Loans - Related Parties | |
Notes Payable & Loans - Related Parties | 3. Notes Payable & Loans - Related Parties At September 30, 2023 and December 31, 2022, the Company owed $3,685,367 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 one common board member and also another company that is controlled by one of Quantum’s board members. During the three months ended September 30, 2023 the company issued stock in exchange for the outstanding debt valued at $190,077. At September 30, 2023 and December 31, 2022, the Company owed $-0- and $143,914, respectively, to a related party, which is unsecured, bears interest at the default rate of 12% and is due on demand. During the three months ended September 30, 2023 the company issued stock in exchange for the outstanding debt valued at $144,157. During the three months ended September 30, 2023, the Company issued 1,365,414 shares of common stock in release of debt including interest, with a related party. There was a loss on the settlement of this debt of $5,106,863 which is included in the statement of operations at September 30, 2023 (see Note 5). |
Other Related Party Transaction
Other Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Other Related Party Transactions | |
Other Related Party Transactions | 4. Other Related Party Transactions During the three and nine months ended September 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 | 9 Months Ended |
Sep. 30, 2023 | |
Equity | |
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 September 30, 2023 and December 31, 2022 respectively, 155,400 and nil(0) shares of Series B outstanding at September 30, 2023 and December 31, 2022 respectively, 915,000 and nil(0) shares of Series C outstanding at September 30, 2023 and December 31, 2022 respectively, nil(0) shares of Series D outstanding at September 30, 2023 and December 31, 2022 and nil(0) shares of Series E outstanding at September 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. During the three months ended September 30, 2023, the Company issued 900,000 shares of common stock upon the conversion of 30,000 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. Based on the Company’s preliminary assessment of the transaction, issuance of the shares have been recorded as a capital transaction. During the three months ended September 30, 2023, the Company issued 3,486,261 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. Based on the Company’s preliminary assessment of the transaction, issuance of the shares have been recorded as a capital transaction. During the three months ended September 30, 2023, the Company issued 1,365,414 shares of common stock upon the conversion of notes payable. 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 such, a loss on debt settlement of $5,106,863 has been accounted for and is disclosed in the statement of operations at September 30, 2023. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, 2022 Three Months Ended September 30, 2022 TOTAL REVENUE $ — $ — OPERATING EXPENSES General and administrative expense 34,752 — Research and development 138,449 — TOTAL OPERATING EXPENSES 173,201 — OPERATING LOSS 173,201 — Finance Costs — — NET LOSS OF DISCONTINUED OPERATIONS $ (173,201 ) $ — Depreciation was approximately $0 and $0 for the nine months ended September 30,2022 and for the three months ended September 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 | 9 Months Ended |
Sep. 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. The Company has evaluated subsequent events through the date of the filing of its Form 10-Q with the Securities and Exchange Commission. The Company is not aware of any other significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Company’s financial statements. |
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 September 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. As disclosed in Note 1, MBE was split off from the Company in June 2022. |
Reclassification | Certain prior period amounts have been reclassified to the current period presentation. The Company has netted the line “Deposit on Potential Merger” with Additional Paid-In Capital in the current period. During the previous periods such was included as contra-equity and the reclassification had no effect on the Total Stockholder’s Deficit line item. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations | |
Schedule of statement of operations | Nine Months Ended September 30, 2022 Three Months Ended September 30, 2022 TOTAL REVENUE $ — $ — OPERATING EXPENSES General and administrative expense 34,752 — Research and development 138,449 — TOTAL OPERATING EXPENSES 173,201 — OPERATING LOSS 173,201 — Finance Costs — — NET LOSS OF DISCONTINUED OPERATIONS $ (173,201 ) $ — |
Nature of Operations and Cont_2
Nature of Operations and Continuance of Business (Details Narrative) | Sep. 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Significant Accounting Policies | ||
Potentially dilutive shares outstanding | 5,562,000 | 5,562,000 |
Notes Payable Loans Related Par
Notes Payable Loans Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Loans payable | $ 0 | $ 0 | $ 143,914 |
Interest rate | 12% | ||
Outstanding debt | $ 144,157 | ||
Common stock shares issued | 1,365,414 | ||
Loss on settlement of debt | $ 5,106,863 | ||
Series A Preferred Stock [Member] | |||
Loans payable | 3,685,367 | $ 3,685,367 | $ 3,728,586 |
Outstanding debt | $ 190,077 |
Other Related Party Transacti_2
Other Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Related Party Transactions | ||||
Research and development fees | $ 0 | $ 0 | $ 0 | $ 11,366 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Common stock, shares issued | 3,486,261 | 19,124,680 | ||
Loss on debt Of settlement | $ 5,106,863 | |||
Preferred stock shares issued | 1,365,414 | |||
Series A Preferred Stock [Member] | ||||
Preferred stock, shares outstanding | 0 | 0 | 1,000,000 | |
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 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 B, Preferred Stock [Member] | ||||
Preferred stock, shares outstanding | 155,400 | 155,400 | 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 | 915,000 | 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 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
General and administrative | 0 | 34,752 | ||
Research and administrative expense | 0 | 138,449 | ||
TOTAL OPERATING EXPENSES | 0 | 173,201 | ||
Operating loss | 0 | 173,201 | ||
Finance Costs | 0 | 0 | ||
NET LOSS OF DISCONTINUED OPERATIONS | $ 0 | $ 0 | $ 0 | $ (173,201) |
Discontinued Operations (Deta_2
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jun. 27, 2022 | Sep. 30, 2022 | Sep. 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 |