UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~December~~March 1521, ~~2023~~2024

Date of Report (Date of earliest event reported)

flooidCX Corp.

(Exact name of registrant as specified in its charter)

Nevada

0-55965

35-2511643

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14747 N Northsight Blvd

Ste 111-218

Scottsdale, AZ

85260

(Address of principal executive offices)

(Zip Code)

(702) 323-6455

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

~~Item~~ITEM 41.01 ~~Changes~~Termination inof ~~Registrant’s~~Material ~~Certifying~~Definitive ~~Accountant~~Agreement.

On ~~December~~March 1523, 2023, flooidCX Corp. (~~the~~ “~~Company~~FLCX”), ~~received~~a ~~written~~Nevada ~~notification~~corporation, ~~from~~and ~~Macias~~Quantum ~~Gini~~Energy, &Inc., ~~O'Connell~~a ~~LLP~~Nevada corporation (“~~MGO~~QREE”), ofentered ~~their~~into ~~decision~~an toAgreement ~~not~~and ~~stand~~Plan ~~for~~of ~~reappointment~~Merger as(the “Agreement”). Subsequently, the ~~Company’s~~parties ~~independent~~agreed ~~registered~~that ~~public~~it ~~accounting~~was ~~firm~~no ~~for~~longer ~~the~~in ~~period~~their ~~ending~~material ~~December~~interest 31to proceed with the merger, ~~2023. MGO~~and ~~has~~on ~~served~~March as21, 2024 the ~~Company’s independent~~parties ~~registered~~entered ~~public~~into ~~accounting~~a ~~firm~~termination ~~since~~agreement ~~October~~which 20officially terminated the merger and the merger agreement, ~~2022~~and released the parties from all liabilities related thereto.

~~MGO’s~~Both ~~report~~FLCX ~~on the consolidated financial statements for the fiscal year ended December 31, 2022 did not contain an adverse opinion or a disclaimer of opinion,~~ and ~~was~~QREE ~~not~~will ~~qualified~~continue orto ~~modified~~operate as toseparate ~~uncertainty,~~and ~~audit~~distinct ~~scope or accounting principles~~entities, ~~except~~each ~~that~~maintaining ~~its~~their ~~report~~respective ~~contained~~corporate anstructures ~~explanatory~~and ~~paragraph~~trading ~~indicating~~status ~~that there was doubt about the ability of the Company to continue as a going concern. The circumstances surrounding this disclosure were not alleviated in the Company’s quarterly reports~~ on ~~Forms 10-Q for~~ the ~~quarters~~OTC ~~ended March 31, 2023, June 30, 2023 and September 30, 2023~~Markets.

~~During~~As ~~the~~a ~~Company’s~~result ~~fiscal~~of ~~year ending December 31, 2023 (through~~ the ~~date~~termination of ~~their letter) (i) there were no “disagreements” as such term is defined in Item 304(a)(1)(iv) of Regulation S-K under~~ the ~~Securities Act of 1934~~Agreement, ~~as amended (~~the ~~“Exchange~~planned ~~Act”)~~changes ~~between~~in the ~~Company~~management ~~and~~structure, ~~MGO~~company ~~on any matter of accounting principles or practice~~name, ~~financial~~and ~~statement~~trading ~~disclosures~~symbol orfor ~~audit~~Flooid ~~scope~~will ~~or procedure, which disagreement, if~~ not ~~resolved~~take toplace. ~~MGO’s~~Inductance ~~satisfaction,~~Energy ~~would~~Corporation ~~have caused MGO to make reference to the subject matter of such disagreement in its reports on the Company’s consolidated financial statements for such year, and~~ (ii“IE”), ~~there~~currently ~~were~~operated ~~no “reportable events” (~~as ~~defined in 304(~~a~~)(1)(v)~~ subsidiary of ~~Regulation~~Quantum ~~S-K~~Energy, ~~under~~Inc., ~~the~~will ~~Exchange~~continue ~~Act) other than the material weakness~~ in ~~internal~~its ~~control~~current ~~over~~structure ~~financial reporting identified for the year ended December 31, 2022~~ as ~~described~~a inwholly ~~Item~~owned 9Asubsidiary toof ~~the Company’s annual report on Form 10-K for the year ended December 31~~QREE, ~~2022~~and ~~which~~shareholders ~~material weakness was also reflected in Item 4~~ of ~~the~~Inductance ~~Company’s~~Energy ~~quarterly~~Corporation ~~reports~~will onretain ~~Form~~their ~~10-Q~~current ~~for~~ownership ~~the~~of ~~quarters ended March 31, 2023, June 30, 2023, and September 30, 2023~~IE.

The ~~Company~~decision ~~has provided a copy of the foregoing disclosures~~ to ~~MGO~~terminate ~~prior to~~ the ~~date~~Agreement ofwas ~~filing~~reached ofin ~~this~~an ~~report~~amicable and ~~requested~~cooperative ~~that~~manner, ~~MGO furnish it~~ with aboth ~~letter~~parties ~~addressed~~agreeing tothat ~~the Securities and Exchange Commission stating whether or not it agrees with the statements in~~ this ~~report. A~~course ~~copy~~ of ~~the~~action ~~letter~~was ~~furnished~~ in ~~response~~the tobest ~~that~~interest ~~request~~of istheir ~~filed~~respective ~~as Exhibit 16~~shareholders.~~1 to this Form 8-K.~~

~~Item~~Forward-Looking ~~9.01 Financial~~ Statements ~~and Exhibits.~~

Regulation S-K Number		Document
16.1		Letter from Macias Gini & O’Connell LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain statements contained herein, are not based on historical fact and are “forward-looking statements” within the meaning of applicable securities laws. Generally, these statements can be identified by the use of words such as “believes,” “estimates,” “expects,” “plans,” “may,” “will,” “should,” “could,” “would” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the Company’s forward-looking statements. These risks and uncertainties include, but are not limited to: local, regional, national and international economic conditions; consumer confidence and spending patterns, which are subject to fluctuation and could increase or decrease more than the Company expects; weather, acts of God and other disasters; the seasonality of the Company’s business; inflation or deflation; increases in unemployment rates and taxes; increases in labor and health insurance costs; competition and changes in consumer tastes and the level of acceptance of the Company’s products; demographic trends; the cost of advertising and media; government actions and policies; interest rate changes, compliance with debt covenants and the Company’s ability to make debt payments. The Company assumes no obligation to update any forward-looking statement, except as may be required by law. These forward-looking statements speak only as of the date of this report. All forward-looking statements are qualified in their entirety by this cautionary statement.

2ITEM 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

~~Pursuant~~The tofollowing ~~the~~exhibits ~~requirements~~are offiled ~~the~~as ~~Securities~~part ~~Exchange Act~~ of ~~1934, the registrant has duly caused~~ this report ~~to be signed on its behalf by the undersigned hereunto duly authorized.~~:

	flooidCX Corp.
Regulation S-K Number		Document
Date: January 9, 2024	By:	/s/ Dennis M. Danzik
10.1		Termination Agreement
		Dennis M. Danzik, Chief Executive Officer
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	flooidCX Corp.

Date: March 21, 2024	By:	/s/ Dennis M. Danzik
		Dennis M. Danzik President & CEO

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